0001193125-06-038710 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2006 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan

AGREEMENT by and between Federal-Mogul Corporation, a Michigan corporation (the “Company”), and José Maria Alapont (the “Executive”), dated as of the 2nd day of February, 2005 (this “Agreement”).

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SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • February 24th, 2006 • Federal Mogul Corp • Motor vehicle parts & accessories • New York

SECURITY AND PLEDGE AGREEMENT (the “Agreement”), dated as of November 23, 2005, by and among FEDERAL-MOGUL CORPORATION, a Michigan corporation (the “Parent”), and each of its direct or indirect subsidiaries party to the Credit Agreement (as hereinafter defined) (the “Grantors”), each of which Grantors is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, and CITICORP USA, INC. (“CUSA”), as administrative agent for the lenders (the “Lenders”) party to the Credit Agreement and as collateral agent for the Secured Parties (as defined in Section 1 below) (in such capacities, the “Administrative Agent”). Capitalized terms not defined herein shall have the meanings given in the Credit Agreement.

CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • February 24th, 2006 • Federal Mogul Corp • Motor vehicle parts & accessories

CREDIT AND GUARANTY AGREEMENT, dated as of November 23, 2005, among FEDERAL-MOGUL CORPORATION, a Michigan corporation (the “Parent”), each of the direct and indirect Domestic Subsidiaries of the Parent party to this Agreement (each individually, a “Borrower” and, collectively, the “Borrowers”), each of which is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrowers, each a “Case” and, collectively, the “Cases”), CITICORP USA, INC. (“CUSA”) and each of the other commercial banks, finance companies, insurance companies or other financial institutions or funds from time to time party hereto (together with CUSA, the “Lenders”), CUSA, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, CITIBANK, N.A., as Fronting Bank, and CUSA, as Swing Line Lender.

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