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EXHIBIT 10.29 - SECOND AMENDMENT
SECOND AMENDMENT, dated as of October 21, 1996 (this
"Amendment"), to the Revolving Credit and Competitive Advance
Facility Agreement, dated as of June 30, 1994 (as amended,
supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Federal-Mogul Corporation, a Michigan
corporation (the "Borrower"), the banks and other financial
institutions parties thereto (the "Lenders"), The Chase Manhattan
Bank (formerly known as Chemical Bank ), as administrative agent
for the Lenders (in such capacity, the "Administrative Agent"),
and as CAF Advance Agent, and Comerica Bank, Bank of America
Illinois (formerly known as Continental Bank), NBD Bank, N.A.,
and The Bank of New York, as co-agents.
W I T N E S S E T H
WHEREAS, pursuant to the Credit Agreement, the Lenders
have agreed to make, and have made, certain loans and other
extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested that certain
provisions of the Credit Agreement be amended in the manner
provided for in this Amendment, and the Lenders are willing to
agree to such amendments as provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Defined Terms. Terms defined in the Credit
Agreement and used herein shall have the meanings given to them
in the Credit Agreement.
2. Amendment to Credit Agreement. Subsection 1.1
of the Credit Agreement is hereby amended by deleting the
definition of "Cash Flow Coverage" contained therein in its
entirety and inserting in lieu thereof the following definition:
"`Cash Flow Coverage': for any period, the
ratio of (a) the sum of (i) EBITDA less (ii) Capital
Expenditures divided by (b) the sum of (i) Interest
Expense plus (ii) dividends paid on the Borrower's
preferred stock, in each case determined for such
period and without giving effect to (A) the special
after-tax charges taken by the Borrower in the fourth
quarter of 1995 relating to (I) the sale by the
Borrower of certain non-strategic and other assets,
(II) certain productivity improvements and
restructurings and (III) the early implementation by the
Borrower of FASB 121, net of the gain on the sale by
the Borrower of Federal-Mogul Westwind Air Bearings
Ltd. (provided that the effects of clauses (I), (II)
and (III) above net of such gain shall not exceed an
aggregate amount of $45,000,000) and (B) certain special
charges recorded by the Borrower in the fiscal quarter
ended September 30, 1996 aggregating up to a pretax
amount of $40,000,000 of which no more than $5,000,000
will constitute cash charges."
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3. Conditions to Effectiveness. This Amendment
shall become effective (retroactive to September 30, 1996) on the
date (the "Amendment Effective Date") on which (i) the Borrower
and the Required Lenders shall have executed and delivered to the
Administrative Agent this Amendment and (ii) the Borrower shall
have paid to the Administrative Agent, for the account of each
Lender which have executed and delivered this Amendment on or
before the Amendment Effective Date, an amendment fee equal to
1/8 of 1% of such Lender's Commitment.
4. Representations and Warranties. The
representations and warranties made by the Borrower in the Loan
Documents are true and correct in all material respects on and as
of the Amendment Effective Date, after giving effect to the
effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date.
5. Payment of Expenses. The Borrower agrees to pay
or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with this
Amendment, and other documents prepared in connection herewith and
the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to
the Administrative Agent.
6. No Other Amendments; Confirmation. Except as
expressly amended, modified and supplemented hereby, the
provisions of the Credit Agreement and the Notes are and shall
remain in full force and effect.
7. Governing Law; Counterparts. (a) This Amendment
and the rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance with,
the laws of the State of New York.
(b) This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate
counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument. A set of
the copies of this Amendment signed by all the parties shall be
lodged with the Borrower and the Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature
pages hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first
above written.
