Amendment to Fourth Amended and Restated Credit Agreement among Federal-Mogul Corporation, Foreign Subsidiary Borrowers, Lenders, and The Chase Manhattan Bank
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This amendment, dated March 15, 2001, modifies the Fourth Amended and Restated Credit Agreement between Federal-Mogul Corporation, its foreign subsidiary borrowers, various lenders, and The Chase Manhattan Bank as administrative agent. The amendment updates definitions, financial covenants, and certain schedules in the original agreement. It becomes effective upon execution by the parties and receipt of required consents and fees. All other terms of the original credit agreement remain in effect.
EX-4.1 2 0002.txt AGREEMENT EXHIBIT 4.1 AMENDMENT AMENDMENT, dated as of March 15, 2001 (this "Amendment"), to the --------- Fourth Amended and Restated Credit Agreement, dated as of December 29, 2000 (as the same may be further amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Federal-Mogul Corporation, a Michigan ---------------- corporation (the "Company"), each Foreign Subsidiary Borrower (as defined in the ------- Credit Agreement) party thereto, the several banks and other financial institutions from time to time parties thereto (the "Lenders") and The Chase ------- Manhattan Bank, as administrative agent for the Lenders (the "Administrative -------------- Agent"). - ----- W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company, the Foreign Subsidiary Borrowers, the Lenders and the Administrative Agent are parties to the Credit Agreement; WHEREAS, the Company has requested that certain provisions of the Credit Agreement be amended as set forth herein; and WHEREAS, the Lenders are willing to agree to such amendments on the terms set forth herein; NOW THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms ------------- used herein which are defined in the Credit Agreement are used herein as therein defined. 2. Amendments to the Credit Agreement. The Credit Agreement is hereby ---------------------------------- amended as follows: a. Amendments to Section 1.1 of the Credit Agreement. (i) The ------------------------------------------------- definition of "GAAP" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety and substituting, in lieu thereof, the following: "GAAP": generally accepted accounting principles in the United ---- States of America as in effect from time to time, except that for purposes of Sections 11.1, 11.2 and 11.3, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 8.1. In the event that any "Accounting Change" (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Company and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Company, the Administrative Agent and the Required Lenders, all financial 2 covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. "Accounting Changes" refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC. (ii) The definition of "Issuing Lenders" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety and substituting, in lieu thereof, the following: "Issuing Lenders": Chase and Bank One, NA or any Affiliate of --------------- either thereof in their respective capacities as issuers of any Letter of Credit; such term shall also include, in respect of each Existing Letter of Credit, the Lender or Affiliate thereof that issued such Existing Letter of Credit. b. Amendment to Section 11.1 of the Credit Agreement. Section ------------------------------------------------- 11.1 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting, in lieu thereof, the following: SECTION 11.1. Cash Flow Coverage. The Company will not permit ------------------ the Cash Flow Coverage for any period of four consecutive fiscal quarters ending during any period set forth below to be less than the ratio set forth below for such period: Period Cash Flow Coverage ------ ------------------ Restatement Effective Date - 1.50 to 1.0 December 30, 2000 December 31, 2000 - 0.75 to 1.0 March 30, 2001 March 31, 2001 - 0.50 to 1.0 June 29, 2001 June 30, 2001 - 0.40 to 1.0 December 30, 2001 December 31, 2001 - 0.60 to 1.0 March 30, 2002 March 31, 2002 - 0.75 to 1.0 June 29, 2002 June 30, 2002 - 1.25 to 1.0 December 30, 2002 3 December 31, 2002 and thereafter 1.50 to 1.0 c. Amendment to Section 11.2 of the Credit Agreement. Section ------------------------------------------------- 11.2 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting, in lieu thereof, the following: SECTION 11.2. Consolidated Leverage Ratio. The Company will not --------------------------- permit the Consolidated Leverage Ratio at the last day of any fiscal quarter ending during any period set forth below to be greater than the ratio set forth below for such period: Period Consolidated Leverage Ratio ------ --------------------------- Restatement Effective Date - 4.00 to 1.0 December 30, 2000 December 31, 2000 - 5.75 to 1.0 March 30, 2001 March 31, 2001 - 6.50 to 1.0 June 29, 2001 June 30, 2001 - 7.00 to 1.0 December 30, 2001 December 31, 2001 - 6.50 to 1.0 March 30, 2002 March 31, 2002 - 6.20 to 1.0 June 29, 2002 June 30, 2002 - 5.25 to 1.0 September 29, 2002 September 30, 2002 - 5.00 to 1.0 December 30, 2002 December 31, 2002 - 4.50 to 1.0 December 30, 2003 December 31, 2003 - 4.00 to 1.0 December 30, 2004 December 31, 2004 and thereafter 3.50 to 1.0 d. Amendment to the Schedules to the Credit Agreement. -------------------------------------------------- Schedules VII and 8.20(b) to the Credit Agreement are hereby amended by deleting such Schedules 4 in their entirety and substituting, in lieu thereof, the schedules set forth on Exhibits A and B hereto, respectively. 3. Effectiveness. This Amendment shall become effective as of the ------------- date hereof when the Administrative Agent shall have received (a) counterparts hereof duly executed by the Company and the Administrative Agent, (b) consent letters authorizing the Administrative Agent to enter into this Amendment from the Required Lenders and (c) for the account of each Lender that has executed this Amendment on or prior to 5:00 p.m. (New York time) on March 15, 2001, an amendment fee in an amount equal to 0.125% of the Aggregate Exposure of such Lender as of such date. 4. Representations and Warranties. The Company hereby represents ------------------------------ and warrants that each of the representations and warranties of each Loan Party in or pursuant to the Loan Documents shall be, after giving effect to this Amendment, true and correct in all material respects, as if made on and as of the date hereof. 5. Continuing Effect of Credit Agreement. This Amendment shall not ------------------------------------- be construed as a waiver or consent to any further or future action on the part of the Company that would require a waiver or consent of the Administrative Agent and/or the Lenders. Except as amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. 6. Counterparts. This Amendment may be executed in counterparts ------------ and all of the said counterparts taken together shall be deemed to constitute one and the same instrument. 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND ------------- CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 8. Expenses. The Company agrees to pay or reimburse the -------- Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first written above. FEDERAL-MOGUL CORPORATION By:_______________________________ Name: Title: THE CHASE MANHATTAN BANK, as Administrative Agent By:_______________________________ Name: Title: EXHIBIT A --------- SCHEDULE VII ------------ MORTGAGED PROPERTIES --------------------
* Entry subject to minor revision following receipt of additional information from the Title Company. ** All leased properties remain subject to the last paragraph of Section 10.13. ------------- *** Awaiting requested deed from the current titleholder; upon receipt of such deed, Mortgage will be recorded and mark-up of title insurance policy will be issued. EXHIBIT B --------- SCHEDULE 8.20(b) ---------------- MORTGAGE FILING JURISDICTIONS -----------------------------
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* Entry subject to minor revision following receipt of additional information from the Title Company. ** All leased properties remain subject to the last paragraph of Section 10.13. ------------- *** Awaiting requested deed from the current titleholder; upon receipt of such deed, Mortgage will be recorded and mark-up of title insurance policy will be issued. Each of the undersigned Loan Parties does hereby consent and agree to the foregoing Amendment and acknowledge and agree that (i) all obligations of the Company under the Credit Agreement, as amended by the foregoing Amendment, are (a) Credit Agreement Obligations which are secured by the Security Documents to which it is a party and (b) Guaranteed Obligations which are guaranteed by the Subsidiary Guarantees to which it is a party, (ii) all references to the Credit Agreement in the Security Documents and the Subsidiary Guarantees refer to the Credit Agreement, as amended from time to time (including pursuant to the foregoing Amendment), and (iii) all references to Loans in the Security Documents and the Subsidiary Guarantees refer to the Loans under the Credit Agreement. CARTER AUTOMOTIVE COMPANY, INC. FEDERAL-MOGUL AVIATION, INC. FEDERAL-MOGUL DUTCH HOLDINGS INC. FEDERAL-MOGUL GLOBAL INC. FEDERAL-MOGUL IGNITION COMPANY FEDERAL-MOGUL PRODUCTS, INC. FEDERAL-MOGUL U.K. HOLDINGS INC. FEDERAL-MOGUL VENTURE CORPORATION FEDERAL-MOGUL WORLD WIDE, INC. FEDERAL-MOGUL GLOBAL PROPERTIES, INC. FELT PRODUCTS MFG. CO. FEDERAL-MOGUL POWERTRAIN, INC. FEDERAL-MOGUL RPB, INC. FERODO AMERICA, INC. MCCORD SEALING, INC. T&N INDUSTRIES INC. By: ______________________________________ Name: Title: F-M UK HOLDING LIMITED By: ______________________________________ Name: Title: By: ______________________________________ Name: Title:
