EX-4.14 5 0005.txt SECOND SUPPLEMENTAL INDENTURE Exhibit 4.14 SECOND SUPPLEMENTAL INDENTURE to INDENTURE Dated as of June 29, 1998 among FEDERAL-MOGUL CORPORATION as Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME as Guarantors and THE BANK OF New York as Trustees Dated as of July 21, 1998 SECOND SUPPLEMENTAL INDENTURE, dated as of July 21, 1998 among Federal- Mogul Corporation, a Michigan corporation, as issuer (the "Company") the companies listed on the signature pages of the Indenture (as hereinafter defined) that are subsidiaries of the Company (the "Original Guarantors"), F-M UK Holdings Limited, a wholly-owned subsidiary of the Company (the "Additional Guarantor" and together with the Original Guarantors, the "Guarantors") and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). RECITALS The Company and the Original Guarantors have duly executed and delivered an Indenture (as such may be amended, supplemented or modified from time to time, the "Indenture") dated, as of June 29, 1998, providing for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness ("Securities") to be issued in one or more series. The Company and the Original Guarantors have duly executed and delivered a First Supplemental Indenture dated as of June 30, 1998 (the "First Supplemental Indenture"), providing for the issuance of three separate series of Securities designated as the Company's 7 1/2% Notes due July 1, 2004 (the "7 1/2% Notes"), 7 1/4% Notes due July 1, 2006 (the "7 1/4% Notes") and 7 7/8% Notes due July 1, 2010 (the "7 7/8% Notes," together with the 7 1/2% Notes and the 7 1/4% Notes, the "Notes"), respectively, in the aggregate principal amount of $250,000,000 in the case of the 7 1/2% Notes, $400,000,000 in the case of the 7 1/4% Notes, and $350,000,000 in the case of the 7 7/8% Notes, each series guaranteed by each of the Original Guarantors, on the terms set forth therein. The Additional Guarantor desires to guarantee each of the aforementioned series of Securities and each additional series hereafter issued pursuant to the Indenture, such guarantee to be on the terms set forth herein. Section 8.1 of the Indenture provides that the Company, the Guarantors and the Trustee may at any time and from time to time enter into one or more indentures supplemental to the Indenture to subject each such subsidiary of the Company that becomes a guarantor under the Senior Credit Agreement (or any other credit agreement renewing, refunding, replacing, restating, refinancing or extending the Senior Credit Agreement), to the provisions of the Indenture as a Guarantor as permitted by Section 12.6 of the Indenture. All things necessary to make this Second Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee, in accordance with its terms, have been done. For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the Holders of the Securities: -2- ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1. Definitions. For all purposes of this Second Supplemental ----------- Indenture, capitalized terms used herein without definition shall have the meanings specified in the Indenture. Section 1.2. Headings. The Article and Section headings herein are for -------- convenience only and shall not affect the construction hereof. Section 1.3. Successors and Assigns. This Second Supplemental Indenture ---------------------- shall be binding upon the Company and the Guarantors and their respective successors and assigns and shall inure to the benefit of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in the Indenture and this Second Supplemental Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the conditions of the Indenture. This Second Supplemental Indenture shall be binding upon the Trustee and its successors and assigns. Section 1.4. Ratification of Indenture; Supplemental Indentures Part of ---------------------------------------------------------- Indenture. Except as expressly amended hereby, the Indenture is in all respects --------- ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. Section 1.5. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE AND THE ------------- GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 1.6. Counterparts. This Second Supplemental Indenture may be ------------ executed in any number of counterparts and by telecopier, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. ARTICLE 2 SCOPE AND TERMS OF THIS SECOND SUPPLEMENTAL INDENTURE Section 2.1. Scope. The changes, modifications and supplements to the ----- Indenture effected by this Second Supplemental Indenture shall be applicable with respect to, and govern the terms of, the Securities heretofore and hereafter issued pursuant to this Indenture. -3- Section 2.2. Additional Guarantor. Subject to the provisions of Article -------------------- 12 of the Indenture (including provisions for the release of a Guarantor), the Additional Guarantor shall be subject to the provisions of the Indenture as Guarantor of the Securities. IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written. FEDERAL-MOGUL CORPORATION By: _______________________________________ Name: Title: FEDERAL-MOGUL DUTCH HOLDINGS INC., as Guarantor By: _______________________________________ Name: Title: FEDERAL-MOGUL GLOBAL INC., as Guarantor By: _______________________________________ Name: Title: FEDERAL-MOGUL U.K. HOLDINGS INC., as Guarantor By: _______________________________________ Name: Title: CARTER AUTOMOTIVE COMPANY, INC., as Guarantor By: _______________________________________ Name: Title: FEDERAL-MOGUL VENTURE CORPORATION, as Guarantor By: _______________________________________ Name: Title: -4- FEDERAL-MOGUL WORLD WIDE, INC., as Guarantor By: _______________________________________ Name: Title: FEDERAL-MOGUL GLOBAL PROPERTIES, INC., as Guarantor By: _______________________________________ Name: Title: FELT PRODUCTS MFG. CO., as Guarantor By: _______________________________________ Name: Title: FEL-PRO MANAGEMENT CO., as Guarantor By: _______________________________________ Name: Title: FEL-PRO CHEMICAL PRODUCTS L.P., as Guarantor By: _______________________________________ Name: Title: F-M UK HOLDINGS LIMITED, as Guarantor By: _______________________________________ Name: Title: THE BANK OF NEW YORK, as Trustee By: _______________________________________ Name: Title: -5-