<PAGE>
================================================================================
THIRD SUPPLEMENTAL INDENTURE
to
INDENTURE
dated as of August 12, 1994
among
FEDERAL-MOGUL CORPORATION
as Issuer,
THE GUARANTORS PARTY HERETO FROM TIME TO TIME
as Guarantors
and
U.S. BANK TRUST NATIONAL ASSOCIATION
as Trustee
Dated as of December 29, 2000
================================================================================
<PAGE>
THIRD SUPPLEMENTAL INDENTURE, dated as of December 29, 2000 among
Federal-Mogul Corporation, a Michigan corporation, as issuer (the "Company"),
the companies listed on the signature pages of the Second Supplemental Indenture
(as hereinafter defined) that are subsidiaries of the Company (the "Existing
Guarantors"), AE Goetze FB Inc., Brake Acquisition Inc., Federal-Mogul
Aftermarket of Canada Inc., Federal-Mogul Camshafts, Inc., Federal-Mogul
Carolina, Inc., Federal-Mogul Engineered Bearings, Inc., Federal-Mogul Flowery
Branch, L.L.C., Federal-Mogul LaGrange, Inc., Federal-Mogul Piston Rings, Inc.,
Federal-Mogul Powertrain, Inc., Federal-Mogul RPB, Inc., Federal-Mogul Sealing
Systems, Inc., Federal-Mogul Sintered Products - Waupun, Inc., Federal-Mogul
Sintered Products, Inc., Federal-Mogul South Bend, Inc., Federal-Mogul Systems
Protection Group, Inc., Federal-Mogul Technology, Inc., Ferodo America, Inc.,
Ferodo Technical Center Inc., McCord Sealing, Inc., T&N Industries Inc. and
Weyburn Acquisition Corporation, each a direct or indirect wholly-owned
subsidiary of the Company (the "New Guarantors"), and U.S. Bank Trust National
Association, a national banking association, as trustee (the "Trustee").
RECITALS
An Indenture (as such may be amended, supplemented or modified from
time to time, the "Indenture") dated as of August 12, 1994, has been duly
executed and delivered by the Company, providing for the issuance from time to
time of the Company's unsecured debentures, notes or other evidences of
indebtedness ("Securities") to be issued in one or more series.
The Company has authorized the issuance of nine separate series of
Securities designated as the Company's 8.80% Senior Notes due April 15, 2007
(the "8.80% Notes"), 8.06% Medium-Term Notes due October 20, 1999 (the "8.06%
Notes"), 8.53% Medium-Term Notes due November 25, 1999 (the "8.53% Notes"),
8.66% Medium-Term Notes due November 27, 2000 (the "8.66% Notes"), 8.33% Medium-
Term Notes due November 15, 2001 (the "8.33% Notes"), 8.37% Medium-Term Notes
due November 15, 2001 (the "8.37% Notes"), 8.46% Medium-Term Notes due October
26, 2002 (the "8.46% Notes"), 8.12% Medium-Term Notes due March 6, 2003 (the
"8.12% Notes"), 8.16% Medium-Term Notes due March 6, 2003 (the "8.16% Notes")
and 8.25% Medium-Term Notes due March 3, 2005 (the "8.25% Notes," together with
the 8.80% Notes, the 8.06% Notes, the 8.53% Notes, the 8.66% Notes, the 8.33%
Notes, the 8.37% Notes, the 8.46% Notes, the 8.12% Notes, the 8.16% Notes and
the 8.25% Notes, the "Notes"), respectively, in the aggregate principal amount
of $125,000,000 in the case of the 8.80% Notes, $5,000,000 in the case of the
8.06% Notes, $16,000,000 in the case of the 8.53% Notes, $20,000,000 in the case
of the 8.66% Notes, $12,000,000 in the case of the 8.33% Notes, $32,000,000 in
the case of the 8.37% Notes, $5,000,000 in the case of the 8.46% Notes,
$10,000,000 in the case of the 8.12% Notes, $10,000,000 in the case of the 8.16%
Notes and $15,000,000 in the case of the 8.25% Notes.
A First Supplemental Indenture dated as of [July 8], 1998 (the "First
Supplemental Indenture") has been duly executed and delivered by the Company and
the companies listed on the signature pages thereto that are subsidiaries of the
Company (the "Original Guarantors") providing for the guarantee of each of the
aforementioned series of Securities by each of the Original Guarantors, on the
terms set forth therein.
2
<PAGE>
A Second Supplemental Indenture dated as of October 9, 1998 (the
"Second Supplemental Indenture") has been duly executed and delivered by the
Company, the Original Guarantors and the companies listed in the first paragraph
thereto as Additional Guarantors (the "Additional Guarantors" and, together with
the New Guarantors and the Original Guarantors, the "Guarantors") providing for
the guarantee of each of the aforementioned series of Securities by the
Additional Guarantors, on the terms set forth therein.
The New Guarantors desire 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 4.6 of the First Supplemental Indenture provides that the
Company, Subsidiaries of the Company 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.
All things necessary to make this Third 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:
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1. Definitions. For all purposes of this Third
-----------
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 Third 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 Third 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 Third 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
3
<PAGE>
all the terms, conditions and provisions thereof shall remain in full force and
effect. This Third 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 THIRD 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 Third 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 THIRD SUPPLEMENTAL INDENTURE
Section 2.1. Scope. The changes, modifications and supplements to
-----
the Indenture effected by this Third Supplemental Indenture shall be applicable
with respect to, and govern the terms of, the Securities heretofore and
hereafter issued pursuant to the Indenture.
Section 2.2. Additional Guarantors. Subject to the provisions of
---------------------
the Indenture (including provisions for the release of a Guarantor), the New
Guarantors shall be subject to the provisions of the Indenture as Guarantors of
the Securities.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Third
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:
5
<PAGE>
FEDERAL MOGUL VENTURE CORPORATION,
as Guarantor
by:__________________________________
Name:
Title:
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:
F-M UK HOLDING LIMITED, as Guarantor
by:__________________________________
Name:
Title:
by:__________________________________
Name:
Title:
6
<PAGE>
FEDERAL-MOGUL IGNITION COMPANY (formerly
Champion Spark Plug Company), as
Guarantor
by:__________________________________
Name:
Title:
FEDERAL-MOGUL PRODUCTS, INC. (formerly
Moog Automotive Products, Inc.), as
Guarantor
by:__________________________________
Name:
Title:
FEDERAL-MOGUL AVIATION, INC. (formerly
Champion Aviation, Inc.), as Guarantor
by:__________________________________
Name:
Title:
AE GOETZE FB INC., as Guarantor
by:__________________________________
Name:
Title:
7
<PAGE>
BRAKE ACQUISITION INC., as Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL AFTERMARKET OF CANADA
INC., as Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL CAMSHAFTS, INC., as Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL CAROLINA, INC., as Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL ENGINEERED BEARINGS, INC., as
Guarantor
by:______________________________________
Name:
Title:
8
<PAGE>
FEDERAL-MOGUL FLOWERY BRANCH, L.L.C., as
Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL LAGRANGE, INC., as Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL PISTON RINGS, INC., as
Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL POWERTRAIN, INC., as Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL RPB, INC., as Guarantor
by:______________________________________
Name:
Title:
9
<PAGE>
FEDERAL-MOGUL SEALING SYSTEMS, INC., as
Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL SINTERED PRODUCTS-WAUPUN, INC.,
as Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL SINTERED PRODUCTS, INC., as
Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL SOUTH BEND, INC., as Guarantor
by:______________________________________
Name:
Title:
FEDERAL-MOGUL SYSTEMS PROTECTION GROUP, INC.,
as Guarantor
by:______________________________________
Name:
Title:
10
<PAGE>
FEDERAL-MOGUL TECHNOLOGY, INC., as Guarantor
by:_______________________________________
Name:
Title:
FERODO AMERICA, INC., as Guarantor
by:_______________________________________
Name:
Title:
FERODO TECHNICAL CENTER INC., as Guarantor
by:_______________________________________
Name:
Title:
MCCORD SEALING, INC., as Guarantor
by:_______________________________________
Name:
Title:
T&N INDUSTRIES INC., as Guarantor
by:_______________________________________
Name:
Title:
11
<PAGE>
WEYBURN ACQUISITION CORPORATION, as Guarantor
by:________________________________________
Name:
Title:
12
<PAGE>
U.S. BANK TRUST NATIONAL ASSOCIATION, as
Trustee
by:_______________________________________
Name:
Title:
13
