Federal-Mogul Corporation

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IN THE MATTER OF FEDERAL-MOGUL CORPORATION, ET AL.

CONSENT ORDER, ETe. , IN REGARD TO ALLEGED VIOLA TION OF SEe. 7 OF THE CLA YTON ACT AND SEe. 5 OF THE FEDERAL TRADE COMMISSION ACT Docket C-3836. Complaint, Dec. 1998--Decision, Dec. , 1998 This consent order requires, among other things, Federal-Mogul Corporation to divest T &N's thin-wall bearings business, Glacier Vandervell Bearings Group, to a Commission-approved buyer. The consent order allows Federal-Mogul to retain a royalty-free license to use the shared patents that were in use for former T &N products other than thin-wall bearings.

Participants For the Commission: Philp Eisenstat, Wallace Easterling, Joseph Krauss, Wiliam Baer, Oliver Grawe and Jonathan Baker. For the respondents: Mark Leddy, Cleary, Gottlieb, Steen & Hamilton Washington, D. C. and Deborah Feinstein, Arnold & Porter Washington, D.

COMPLAINT The Federal Trade Commission ("Commission ), having reason to believe that respondent Federal-Mogul Corporation ("Federal- Mogul"), a corporation subject to the jurisdiction of the Commission has made a cash tender offer to acquire al1 of the common stock of T &N pic ("T &N"), an entity subject to the jurisdiction of the Commission, in violation of the provisions of Section 7 of the Clayton Act, as amended, IS U. C. 18, and Section 5 of the Federal Trade Commission Act ("FTC Act"), as amended, IS U. c. 45 , and it appearing to the Commission that a proceeding by it in respect thereof would be in the public interest, hereby issues its complaint stating its charges as follows:

I. THE RESPO:-DENTS 1. Respondent Federal-Mogul Corporation ("Federal-Mogul" ) is a corporation organized, existing and doing business under and by virte of the laws of the State of Michigan, with its offce and principal place of business located at 26555 Northwestern Highway, Southfield, Michigan. In 1996, Federal-Mogul had worldwide net sales of approximately $2 billion.

FEDERAL-MOGUL CORPORATION, ET AL. 703 702 Complaint 2. Respondent T &N pic ("T &N") is a corporation organized under the laws of the United Kingdom, with its principal offces located at Manchester International Offce Center, Styal Road, Manchester M22 5TN, England. In 1995, T&N had worldwide revenue of approximately $3.2 billion, including sales in the United States totaling approximately $877 million.

II. JURISDICTION 3. At al1 times relevant here, respondents have been, and are now corporations as "corporation" is defined in Section 4 of the FTC Act 15 U. C. 44; and at al1 times relevant herein, the respondents have been, and are now, engaged in commerce as "commerce" is defined in Section I of the Clayton Act, as amended, 15 U.S. c. 12, and in Section 4 of the FTC Act, 15 U. c. 44.

II THE PROPOSED ACQUISITO"l 4. On or about October 16 1997, Federal-Mogul notified T&N of Federal-Mogul' s intention to commence a cash tender offer to acquire 100 percent of the voting securities of T &N pic (the "Acquisition for approximately $2.4 billion.

IV. THE RELEVANT MARKETS A. Relevant Product Markets 5. The development, manufacture and sale of fluid film or "plain thinwall bearings ("thinwall bearings ) is one relevant line of commerce within which to analyze the competitive effects of the proposed acquisition. Thinwall bearings have a wall thickness of approximately three-eighths of an inch or less, and include half bearings, bushings and thrust washers. Thinwall bearings are a type of bearing used in automobile, truck and heavy equipment engines and other vehicle applications and in certain industrial applications. The surface of thinwall bearings is coated with a fim of oil and the thinwall bearings are used to separate two materials to prevent friction and the resulting heat from damaging or destroying parts. There are no economic substitutes for thinwall bearings. Both Federal-Mogul and T&N develop, manufacture and sell thinwall bearings.

6. The development, manufacture and sale of thinwall bearings for use in automobile and light truck engines ("light duty engine Complaint 126 F.. bearings ) and which are sold to original equipment manufacturers OEMs ) for use in the manufacture of engines is another relevant line of commerce within which to analyze the competitive effects of the proposed acquisition. Not all thinwall bearings can be used as light duty engine bearings. Each automobile and light truck engine must have light duty engine bearings that are specifically designed and engineered for that engine. There are no economic substitutes for light duty bearings sold to OEMs. Both Federal-Mogul and T&N develop, manufacture and sell light duty engine bearings. 7. The development, manufacture and sale of thinwall bearings for use in heavy truck engines and heavy equipment engines ("heavy duty engine bearings ) and which are sold to OEMs for use in the manufacture of engines is another relevant line of commerce within which to analyze the competitive effects of the proposed acquisition. Not all thinwall bearings can be used as heavy duty engine bearings. Each heavy truck and heavy equipment engine must have heavy duty engine bearings that are specifically designed and engineered for that engine. There are no economic substitutes for heavy duty bearings sold to OEMs. Both Federal-Mogul and T &N develop, manufacture and sell heavy duty engine bearings.

8. The manufacture and sale of light duty engine bearings and heavy duty engine bearings which are sold to the automotive and truck aftermarket ("aftermarket bearings ) is another relevant line of commerce within which to analyze the competitive effects of the proposed acquisition. The automotive and truck aftermarket is the industry that services or repairs automobiles and trucks after the vehicles are no longer covered by the OEM warranty. Each engine that is serviced in the aftermarket and that requires new bearings must have bearings that are specifically designed to fit in that engine. There are no economic substitutes for light duty and heavy duty bearings sold to the aftermarket. Both Federal-Mogul and T &N manufacture and sell aftermarket bearings. B. Relevant Geographic Market 9. The relevant geographic area in which to analyze the effects of the Acquisition in the relevant lines of commerce is the world. 10. With few exceptions, each automobile and truck engine has a unique set of bearings that are designed only to be used in that engine and cannot be used in any other engine. FEDERAL-MOGUL CORPORATION, ET AI. 705 702 Complaint II. Different consumer preferences for engines, based on such things as different fuel costs, different fuel preferences, different pollution regulations, and different road conditions, all lead engine builders to build different engines in different parts ofthe world. The engines built to reflect differences in consumer demand have different requirements in terms of the properties they must have. These differences in the properties of engines mean that the engine bearings used in these engines must also have different properties. Customers who purchase bearings, including engine manufacturers, as well as aftermarket service businesses, can and do purchase thin wall bearings from producers located throughout the world so long as the producers can develop and manufacture thinwall bearings that wil meet the particular requirements of engines in a given customer s part of the world.

12. Engine manufacturers in the United States have particular performance and engineering requirements for their engine bearings that differ from the requirements facing engine manufacturers in other parts ofthe world. Engine manufacturers in the United States can and do purchase thinwall bearings from bearing producers located throughout the world that can develop and manufacture bearings that meet the needs of engine manufacturers in the United States. V. MARKET STRUCTURE 13. While customers for thinwall bearings can turn anywhere in the world, the thinwall bearings that they buy must be engineered to the particular applications of the customers. The best measure of a thinwall bearings producer s ability to meet the applications requirements of customers in the United States and compete for sales to customers in the United States, is the bearings producer s current sales to customers in the United States. As measured by current sales to customers in the United States, the relevant markets are highly concentrated, whether measured by the Herfindahl-Hirschman Index (or "HHI") or by two-firm or four-firm concentration ratios. The proposed merger, if consummated, would significantly increase the HHIs in already highly concentrated markets. 14. In the sale of thinwall bearings to customers in the United States, respondent Federal-Mogul is the largest competitor with about a 49 percent market share, and T &N is the second largest with about a 34 percent market share. Together, Federal-Mogul and T &N would Complaint 126 FTC. control approximately 83 percent of all United States thinwall bearing sales. The proposed merger would increase the HHI by over 3300 points and produce an industry concentration of over 7000 points. 15. In the sale of light duty engine bearings to OEMs located in the United States, respondent Federal-Mogul is the largest competitor with about a 53 percent market share, and T &N is the second largest with about a 28 percent market share. Together, Federal-Mogul and T &N would control approximately 81 percent of all United States sales of light duty engine bearing sales to OEMs. The proposed merger would increase the HHI by over 3000 points and produce an industry concentration of over 7000 points. 16. In the sale of heavy duty engine bearings to OEMs located in the United States, respondent Federal-Mogul is the largest competitor with about a 62 percent market share, and T &N is the second largest with about a 22 percent market. Together, Federal-Mogul and T &N would control approximately 84 percent of all United States sales of heavy duty engine bearings to OEMs. The proposed merger would increase the HHI by over 2800 points and produce an industry concentration of over 7200 points.

17. In the sale of aftermarket bearings to aftermarket customers in the United States, respondent Federal-Mogul is the largest competitor with about a 58 percent market share, and T &N is the second largest with about a 21 percent market share. Together Federal-Mogul and T &N would control approximately 79 percent of all United States sales of aftermarket bearings. The proposed merger would increase the HHI by over 2500 points and produce an industry concentration of over 6500 points.

VI. ENTRY CONDITIONS 18. Entry into the thinwall bearings market requires more than two years. Entry into the OEM market would not assure entry into the aftermarket, and entry into the aftermarket would not assure entry into the OEM market. The markets have different entry impediments as to product design, qualification and testing, production and brand name recognition. Entry into the thinwall bearing market is diffcult and would not be timely to prevent anticompetitive effects in the relevant markets.

19. Entry into the development, manufacture, and sale to OEMs in the United States of light duty engine bearings requires substantially more than two years. Entry into competition for sales of FEDERAL-MOGUL CORPORATION, ET AI. 707 702 Complaint light duty engine bearings requires the development of materials from which to make the bearing, the development of exacting manufacturing processes and capabilities, the design of bearings for a particular engine, and the completion of extensive customer qualification and testing. Because the materials used to make the bearings are different as are the manufacturing processes and the technical requirements of the bearings, the ability to compete in the sale of heavy duty engine bearings does not give a producer the ability to compete in the sale of light duty engine bearings. Entry into the sale of light duty engine bearings to OEMs would not be timely to prevent anticompetitive effects in the market for light duty engine bearings sold to OEM customers in the United States.

20. Entry into the development, manufacture, and sale to OEMs in the United States of heavy duty engine bearings requires substantially more than two years. Entry into competition for sales of heavy duty engine bearings requires the development of materials from which to make the bearing, the development of exacting manufacturing processes and capabilities, the design of bearings for a particular engine, and the completion of extensive customer qualification and testing. Because the materials used to make the bearings are different, as are the manufacturing processes and the technical requircments of the bearings, the ability to compete in the sale oflight duty engine bearings does not give a producer the ability to compete in the sale of heavy duty engine bearings. Entry into the sale of heavy duty engine bearings to OEMs would not be timely to prevent anti competitive effects in the market for heavy duty engine bearings sold to OEM customers in the United States. 21. Entry into the market for aftermarket bearings for customers in the United States, requires more than two years, and in order to match the broad product line of Federal-Mogul or T&N, a new entrant would be at a significant cost disadvantage to the incumbent firms. Successful competition in the sale of aftermarket bearings requires an extensive line of bearings that will fit not only engines in current production, but most ofthe engines that have been production over the past 30 to 40 years. Each aftermarket bearing requires tooling unique to it. The existing producers of aftermarket bearings for customers in the United States, including Federal-Mogul and T&N have such extensive product offerings, exceeding 6 000 or 7 000 part numbers. To offer this extensive a line of bearings requires the design Complain! 126 F. of bearings and acquisition of the tooling required for each bearing. A new entrant that attempted to match the product offering of Federal-Mogul or T &N would have to acquire tooling for bearings for engines that are no longer in production and for which demand is declining. Federal-Mogul and T&N acquired the tooling for their broad line of aftermarket bearings when engines were first in production, allowing Federal-Mogul and T &N to amortize the cost of the tooling over a longer period of the engine s life and over a larger number of bearings. A new entrant that attempts to match Federal- Mogul' s or T &N' s product line will be able to amortize the tooling for many bearings only over a portion of the engine s life, and will necessarily have higher costs than Federal-Mogul or T &N. 22. Brand name recognition is also important for competing for sale of aftermarket bearings. A brand name can convey to customers in the aftermarket that the bearings are of high quality and will work in the application that they are designed for. The development of brand recognition also is time consuming. Entry into the manufacture and sale of light duty and heavy duty thinwall bearings to the aftermarket would not be timely to prevent anticompetitive effects in the market for sales of aftermarket bearings to customers in the United States.

VII. ACTUAL COMPETITION 23. Federal-Mogul and T &N are actual competitors in the relevant lines of commerce in the relevant area.

VII EFFECTS OF THE PROPOSED MERGER ON COMPETITON 24. The effect of the Acquisition, if consummated, may be substantially to lessen competition and to tend to create a monopoly in the relevant markets in violation of Section 7 of the Clayton Act as amended, 15 U. c. 18, and Section 5 of the FTC Act, as amended, 15 U. C. 45, in the following ways, among others: A. By eliminating actual, direct, and substantial competition between Federal-Mogul and T&N in the relevant markets; B. By increasing the likelihood that Federal-Mogul will unilaterally exercise market power in the relevant markets; C. By increasing the likelihood of or facilitating collusion or coordinated interaction among Federal-Mogul and the remaining competitors in the market for heavy duty engine bearings; FEDERAL-MOGUL CORPORATION, ET AI. 709 702 Decision and Order D. By increasing the likelihood that customers of thinwall bearings would be forced to pay higher prices; and E. By reducing innovation, quality, service, and product availability in the relevant markets.

IX. VIOLATIONS CHARGED 25. The proposed acquisition by Federal-Mogul of the voting stock of T &N violates Section 5 of the FTC Act, as amended, 15 c. 45 , and would, if consummated, violate Section 7 of the Clayton Act, as amended, 15 U. c. 18, and Section 5 of the FTC Act, as amended, 15 U. c. 45.

DECISION AND ORDER The Federal Trade Commission ("the Commission ), having initiated an investigation of the proposed acquisition by Federal- Mogul Corporation oft &N pic, hereinafter sometimes referred to as the "respondents " and having been furnished thereafter with a copy of a draft of complaint which the Bureau of Competition proposed to present to the Commission for its consideration and which, if issued by the Commission, would charge respondent with a violation of Section 5 of the Federal Trade Commission Act, as amended, 15 C. 45, and a violation of Section 7 of the Clayton Act, as amended, 15 U. c. 18; and The respondents, their attorneys, and counsel for the Commission having thereafter executed an agreement containing a consent order an admission by the respondents of all the jurisdictional facts set forth in the aforesaid draft of complaint, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by respondents that the law has been violated as alleged in such complaint, and waivers and other provisions as required by the Commission s Rules; and The Commission, having thereafter considered the matter and having determined that it had reason to believe that the respondents have violated the said Acts, and that a complaint should issue stating its charges in that respect, and having thercupon accepted the executed consent agreement and placed such agreement on the public record for a period of sixty (60) days, and having duly considered the comments filed thereafter by interested persons pursuant to Section 34 of its Rules, and having modified the consent order in some Decision and Order 126 FTC. respects, now in further conformity with the procedure prescribed in Section 2. 34 of its Rules, the Commission hereby issues its complaint, makes the fol1owingjurisdictional findings and enters the following order:

I. Respondent Federal-Mogul Corporation ("Federal-Mogul" ) is a corporation organized, existing and doing business under and by virtue of the laws of Michigan, with its office and principal place of business located at 26555 Northwestern Highway, Southfield Michigan.

2. Respondent T&N p1c ("T&N") is a public limited company organized, existing and doing business under and by virtue of the laws of the United Kingdom, with its office and principal place of business located at Manchester International Offce Centre, Styal Road, Manchester M22 5TN, England.

3. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and ofthe respondents, and the proceeding is in the public interest.

ORDER It is ordered That, as used in this order, the following definitions shall apply:

A. Federal-Mogul" means Federal-Mogul Corporation, its directors offcers, employees, agents, representatives, predecessors, successors and assigns; its subsidiaries, divisions, groups and affliates controlled by Federal-Mogul, and the respective directors, offcers employees, agents, representatives, successors, and assigns of each. B. T&N" means T&N pic, its directors, officers, employees agents, representatives, predecessors, successors, and assigns; its subsidiaries, divisions, groups and affiliates controlled by T &N, and the respective directors, officers, employees, agents, representatives successors, and assigns of each.

C. Respondents means Federal-Mogul and T &N, individually and collectively.

D. Commission means the Federal Trade Commission. E. Divestiture Date means the date on which The Assets To Be Divested are divested by Federal-Mogul.

FEDERAL-MOGUL CORPORATION, ET AI. 711 702 Decision and Order F. Thinwall Bearings means lubricated friction bearings commonly known as thinwall bearings, with a thickness of threeeighths inch or less, including, but not limited to, half-shell engine bearings, full round bushings, flange bearings, and half and full round thrust washers for use in engine and non-engine applications in passenger cars and trucks and in industrial applications. G. Polymer Bearings means metal-backed polymer dry bearings for use in industrial applications and non-engine automotive components and manufactured at T &N's manufacturing facilities located at Kilmarnock, Scotland; Annecy, France; and Heilbronn, Germany. H. 'Non- Automotive Heavywall Bearings means the products listed in Appendix VI.

I. The Assets To Be Divested' means I. Glacier Vandervell, Inc. , Glacier Vandervell Europe, and T &N Bearings Group Research and Development; all of the subsidiaries divisions, groups and affliates they control; all of their businesses and assets, tangible and intangible, including but not limited to facilities, technology, patent rights, and goodwill; 2. All businesses and assets oft&N in the following locations: Caldwell, Ohio; Atlantic, Iowa; Bellefontaine, Ohio; Plymouth Michigan; Middlesex, England; Cawston, England; Kilmarnock Scotland; Whitehill, Scotland; Annecy, France; Paris, France; Dieuze France; Trento, Italy; and Heilbronn, Germany; 3. The McConnellsville Strip Facility;

4. All rights, titles, and interests in the trademarks listed at Appendix V and the patents listed at Appendix VII and Appendix VII;

5. A perpetual, royalty-free license to use the P/2531.GB2 machine tool patent for any and all applications; 6. All other businesses and assets, tangible and intangible, relating to the research, development, manufacture, or sale of Thinwall Bearings and Polymer Bearings by T &N, regardless of where the business or assets are located in the world and regardless of whether used exclusively for such purposes, including, without limitation, the following:

a. All machinery, fixtures, equipment, vehicles, transportation facilities, furniture, tools and other tangible personal property; Decision and Order 126 FTC. , catalogs, sales b. All copies of customer lists, vendor lists promotion literature, advertising materials, research materials technical information, management information systems software, inventions, trade secrets, intellectual property, patents, trademarks, technology, know-how, specifications designs, drawings, processes and quality control data; c. All rights, titles, and interests in and to research and development, whether performed by T &N or by a third party; d. Inventory and storage capacity;

e. All rights, titles and interests in and to owned or leased real property, together with appurtenances, Jicenses and permits; f. All rights, titles and interests in and to the contracts entered into in the ordinary course of business with customers (together with associated bid and performance bonds), suppliers, sales representatives, distributors, agents, personal licensors property lessors, personal property lessees, licensees, consignors and consignees;

express or g. All rights under warranties and guarantees, implied;

h. All books, record, and fies;

i. All items of prepaid expense;

j. Goodwill; and k. All stock and other rights, titles, and interests held in joint ventures or other entities.

Provided that the definition of " The Assets To Be Divested" shan not include:

(i) T &N's ownership interest in Glacier Vandervell Pty. in South Africa;

(ii) Any assets related exclusively to the sale of automotive replacement parts to customers outside North and South America;

(iii) Any assets (other than the real estate and buildings) at Cawston, England, and Plymouth, Michigan, that are not related to Thinwall Bearings;

(iv)All rights, titles, and interests in those patents listed at Appendix X that do not relate to the research, development manufacture, or sale of Thinwall Bearings and Polymer Bearings by T &N, regardless of whether used exclusively for FEDERAL-MOGUL CORPORA non, ET AI. 713 702 Dccision and Order such purposes; and a perpetual, non-exclusive, royalty-free license to Federal-Mogul for all other patents listed at Appendix X, where such license is limited to the field of use designated in Appendix XI;

(v) A perpetual, non-exclusive, royalty-free license to Federal- Mogul for all patents listed at Appendix VII, where such license is limited to the field of use designated in Appendix XI;

(vi)A contract with the purchaser of The Assets To Be Divested to supply Federal-Mogul with reasonable amounts of AS I bearing strip material under reasonable commercial terms only for the production by Federal-Mogul of Non-Automotive Heavywall Bearings;

(vii)All rights, titles, and interests in the trademarks listed at Appendix IX;

(viii)A non-exclusive, royalty-free license to Federal-Mogul for the use ofthe trademarks "Clevite Clevite 77 Michigan Michigan 77 Deltawall CL 112 CL 77 " and "Clevite 66" on inventory other than engine bearings in accordance with the schedule designated in Appendix IV; (ix)A non-exclusive, royalty- free license to Federal-Mogul for the use of the trademarks "Glacier Vandervell " and all subsidiary, ancillary, and related marks listed at Appendix V only in the promotion and sale of Non-Automotive Heavywall Bearings, where such license expires no later than one (1) year after the Divestiture Date; and (x) For a period of five (5) years after the Divestiture Date, the use of the trademarks "Glacier Glacier Sentry, Glacier Spinner Glacier (T. Glacier DQ, Glacier DU " and Glacier DX" in the promotion or sale of Non-Automotive Heavywall Bearings. (Notwithstanding this proviso, the respondents shall not retain any rights to use the trademarks Glacier Glacier Sentry, Glacier Spinner Glacier (T.V. Glacier DQ, Glacier DU " and "Glacier DX" after the Divestiture Date, except as specifically provided in proviso (ix) above and in paragraph II.B. below; and the definition of "The Assets To Be Divested" shall include the unrestricted right to use the "Glacier" trademark as a company name and to use the trademarks "Glacier GJacier Sentry, Decision and Order 126 F. Glacier Spinner Glacier (T.V. Glacier DQ, Glacier " and "Glacier DX" in the promotion and sale of "De va Deva BM Devaglide " or "Devatex" Non-Automotive Heavywall Bearings purchased from Federal-Mogul.) J. Key Employees means the individuals employed by T&N listed in Appendix II.

K. Thinwall Research Personnel" means the individuals employed by T &N listed in Appendix III.

L. McConnelisvile Strip Facility means the facility for the manufacture of cast copper- lead strip operated by T &N in McConnellsville, Ohio.

M. Daido means Daido Metal Co. Ltd. of Nagoya, Japan, and al1 its subsidiaries, divisions, groups and affliates. II.

It is further ordered That:

A. Respondents shall divest absolutely and in good faith, no later than December 21 , 1998, The Assets To Be Divested, as a fully viable and competitive ongoing business, and shall also divest such additional assets and businesses and effect such arrangements as are necessary to assure the viability, marketability, and competitiveness of The Assets To Be Divested.

Provided that, if the Commission-approved acquirer or acquirers of The Asscts To Be Divested all express through affdavit a preference not to acquire any portion of(1) the McConnellsville Strip Facility, (2) the real estate and buildings of the facility operated by T&N Technology in Cawston, England, (3) the real estate and buildings of the facility located at Northwood Hills, Middlesex England, (4) the real estate and buildings of the facility located at Paris, France, or (5) the real estate and buildings of the facility located at Plymouth, Michigan, then, subject to the approval of the Commission, respondents shall not be required to divest that portion of such assets.

Further provided that, if the Commission-approved acquirer or acquirers of The Assets To Be Divested all express through affdavit a prefercnce not to acquire any portion of the packaging facilities and warehouses of A. E. Clevite, then, subject to the approval of the FEDERAVv!OGUL CORPORA non, ET AI. 715 702 Decision and Order Commission, respondents shall not be required to divest that portion of such assets.

B. Respondents shall, in no event later than 90 days after the Divestiture Date, eliminate "Glacier Vandervell Clevite " and all other trademarks included with The Assets To Be Divested from the names of all companies or business units they will own after the divestiture, including Glacier Vandervell Pty. Provided that (i) Federal-Mogul may use the name "Glacier Sollinger Huette" in Germany for government certification purposes for one (I) year after the Divestiture Date; and (ii) Federal-Mogul may use the designation "formerly known as Glacier" or "formerly known as Vandervell" in the sale of Non-Automotive Heavywall Bearings where such descriptor is not used as a trademark or logo and is used only in direct response to customer inquiries. C. Within ten (10) days after signing the agreement containing consent order, respondents shall transfer to The Assets To Be Divested the employment of all Key Employees (who are not already employees of The Assets To Be Divested) and all Thinwall Research Personnel, to the extent permissible by law. D. Respondents shall divest The Assets To Be Divested only to an acquirer or acquirers that receive the prior approval of the Commission and only in a manner that receives the prior approval of the Commission. The purpose of the divestiture of The Assets To Be Divested is to ensure the continuation of The Assets To Be Divested as an ongoing, viable, and competitive business engaged in the research, development, manufacture, and sale of Thinwall Bearings and to remedy the lessening of competition resulting from the acquisition by Federal-Mogul oft &N as alleged in the Commission complaint.

E. If any person who is not party to this order withholds its consent to the transfer or assignment of any agreement, contract, or license to which T &N is a party and that is related in any way to The Assets To Be Divested, then respondents shall use their best efforts to obtain the necessary consents. If such person continues to withhold its consent, then respondents shall to the extent possible enter into such agreements, contracts, licenses as are necessary to realize the same effect as such transfer or assignment. (Respondents shall submit a copy of each such agreement, contract, or license with their compliance reports to the Commission pursuant to paragraphs IV and Decision and Order 126 FTC. V of this order.) For a period of five (5) years after executing the agreement containing consent order, respondents shall not do any business with Daido relating to Thinwall Bearings, whether through agreement, contract, license, exchange of technology, joint venture or other means.

F. Pending divestiture of The Assets To Be Divested, respondents shall take such actions as are necessary to maintain the viability, competitiveness, and marketability of The Assets To Be Divested and to prevent the destruction, removal, wasting, deterioration, or impairment of any assets or business of The Assets To Be Divested except for ordinary wear and tear.

G. Respondents shall comply with all terms of the Agreement to Hold Separate, attached to this order and made a part hereof as Appendix I. The Agreement to Hold Separate shall continue in effect until such time as respondents have divested all The Assets To Be Divested as required by this order or until such other time as the Agrecment to Hold Separate provides.

H. Respondents shall not conduct any research or development relating to bearings at the T &N facilities in Cawston, England, until employees and other personnel of The Assets To Be Divested, and of the purchaser of The Assets To Be Divested, no longer occupy any of those facilities.

I. Respondents shall provide the Key Employees with financial incentives to continue in their employment positions during the period covered by the Agreement to Hold Separate, and to accept employment with a Commission-approved acquirer at the time of the divestiture. Such incentives shall include: 1. Vesting of all pension benefits;

2. Continuation of all employee benefits offered by T &N until the Divestiture Date; and 3. A bonus equal to thirty (30) percent of the employee s annual salary (including any other bonuses) as of the date this order becomes final for any individual who agrees to employment with a Commission-approved acquirer, payable upon the beginning oftheir employment by the Commission-approved acquirer.

1. For a period of one (1) year from the Divestiture Date respondents shall not make offers of employment to any employees FEDERAL-MOGUL CORPORATION, ET AI. 717 702 Decision and Order of The Assets To Be Divested (including employees who are not Key Employees) who have accepted offers of employment with the Commission-approved acquirer or acquirers of The Assets To Be Divested.

It is further ordered That:

A. If respondents have not divested, absolutely and in good faith and with the Commission s prior approval, The Assets To Be Divested within the time required by paragraph II.A of this order then the Commission may appoint a trustee to divest The Assets To Be Divested. The trustee shall have all rights and powers necessary to permit the trustee to effect the divestiture of The Assets To Be Divested and to divest such additional assets and to effect such arrangements as are necessary to assure the viability, competitiveness and marketability of The Assets To Be Divested so as to expeditiously accomplish the remedial purposes of this order. In the event the Commission or the Attorney General brings an action pursuant to Section 5(1 of the Federal Trade Commission Act, 15 U. c. 45(1, or any other statute enforced by the Commission, respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this paragraph shah preclude the Commission or the Attorney General from seeking civil penalties or any other relief (including, but not limited to, a court-appointed trustee) pursuant to the Federal Trade Commission Act or any other statute enforced by the Commission for any failure by either of the respondents to comply with this order. B. If a trustee is appointed by the Commission or a court pursuant to paragraph !II.A of this order, respondents shall consent to the following terms and conditions regarding the trustee s powers, duties authority, and responsibilities:

1. The Commission shah select the trustee, subject to the consent of Federal-Mogul, which consent shall not be unreasonably withheld. The trustee shah be a person with experience and expertise in acquisitions and divestitures. If Federal-Mogul has not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Federal-Mogul ofthe identity ofany proposed trustee Dccision and Order 126 F. Federal-Mogul shall be deemed to have consented to the selection of the proposed trustee.

2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to divest The Assets To Be Divested, and shall have the power to divest such additional assets and to effect such arrangements as are necessary to assure the viability, competitiveness, and marketability of The Assets To Be Divested so as to expeditiously accomplish the divestiture required by this order.

3. Within ten (10) days after appointment of the trustee respondents shall execute a trust agreement that, subject to the prior approval of the Commission (and, in the case of a court-appointed trustee, of the court), transfers to the trustee all rights and powers necessary to permit the trustee to effect the divestiture required by this order.

4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in paragraph III.BJ to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve (12) month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission (or, in the case of a court-appointed trustee, by the court); provided, however, the Commission may extend this period for no more than two (2) additional terms. 5. The trustee shall have full and complete access to the personnel, books, records, and facilities related to The Assets To Be Divested, or to any other relevant information, as the trustee may request. Respondents shall develop such financial or other information as such trustee may request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee s accomplishment of the divestiture. Any delays in divestiture caused by respondents shall extend the time for divestiture under this paragraph II in an amount equal to the delay, as determined by the Commission (or, in the case of a court-appointed trustee, by the court).

6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to respondents' absolute and unconditional obligation to divest expeditiously at no minimum price. The FEDERAL-MOGUL CORPORATION, ET AI. 719 702 Decision and Order divestiture shall be made in the manner, and to the acquirer or acquirers, as set out in paragraph II of this order; provided, however if the trustee receives bona fide offers from more than one acquiring entity, and if the Commission approves more than one such acquiring entity, then the trustee shall divest to the acquiring entity or entities selected by Federal-Mogul from among those approved by the Commission.

7. The trustee shall serve, without bond or other security, at the cost and expense of respondents, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of respondents, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carr out the trustee s duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission (and, in the case of a court-appointed trustee, by the court) of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of Federal-Mogul and the trustee s power shall be terminated. The trustee s compensation shall be based at least in significant part on a commission arrangement contingent on the trustee s accomplishing the divestiture required by this order.

8. Respondents shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, recklessness, willful or wanton acts or bad faith by the trustee.

9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in paragraph II of this order.

10. The Commission (or, in the case ofa court-appointed trustee the court) may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestiture required by this order. Decision arid Order 126 FTC. 11. In the event that the trustee determines that he or she is unable to divest The Assets To Be Divested in a manner consistent with the Commission s purpose as described in paragraph II, the trustee may divest additional assets of respondents and effect such arrangements as are necessary to satisfy the requirements of this order. 12. The trustee shall have no obligation or authority to operate or maintain The Assets To Be Divested.

13. The trustee shall report in writing to Federal-Mogul and the Commission every thirty (30) days concerning the trustee s efforts to accomplish the divestiture.

IV.

It is further ordered That within thirty (30) days after the date this order becomes final, and every thirty (30) days thereafter until respondents have fully complied with the provisions of paragraphs II and II of this order, respondents shall submit to the Commission verified written reports setting forth in detail the manner and form in which respondents intend to comply, are complying, and have complied with paragraphs II and II of this order. Respondents shall include in their compliance reports, among other things that are required from time to time, a full description of the efforts being made to comply with paragraphs II and II of the order, including a description of all substantive contacts or negotiations for the divestiture and the identity of all parties that have contacted respondents or that have been contacted by respondents. Respondents shall include in their compliance reports copies of all written communications to and from such parties, all internal memoranda and all reports and recommendations concerning divestiture. It is further ordered That respondents shall notify the Commission at least thirty (30) days prior to any proposed change in the corporate respondents, such as dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries, or any other change in respondents that may affect compliance obligations arising out of the order. FEDERAL-MOGUL CORPORA non, ET AI. 721 702 Decision and Order VI.

It is further ordered That, for the purpose of determining or securing compliance with this order, respondents shall permit any duly authorized representatives of the Commission: A. During offce hours and in the presence of counsel, access to all facilities and access to inspect and copy all books, ledgers accounts, correspondence, memoranda and other records and documents in the possession or under the control of respondents relating to any matters contained in this order; and B. Upon five (5) days' notice to respondents, and without restraint or interference, to interview offcers, employees, or agents of respondents, who may have counsel present. APPENDIX I AGREEMENT TO HOLD SEP ARA This Agreement to Hold Separate ("Hold Separate Agreement" is by and among Federal-Mogul Corporation ("Federal-Mogul" ), a corporation organized, existing, and doing business under and by virtue of the laws of Michigan, with its offce and principal place of business located at 26555 Northwestern Highway, Southfield Michigan; T&N pic ("T&N"), a public limited company organized existing and doing business under and by virtue of the laws of the United Kingdom, with its offce and principal place of business located at Manchester International Offce Centre, Styal Road Manchester M22 5TN, England; and the Federal Trade Commission (the "Commission ), an independent agency of the United States Government, established under the Federal Trade Commission Act of 1914 15 U. C. 41 et seq. (collectively, the "Parties PREMISES Whereas on October 16, 1997, Federal-Mogul announced a tender offer to acquire all of the outstanding shares of T &N (the Acquisition ); and Whereas the Commission is now investigating the Acquisition to determine whether it would violate any ofthe statutes enforced by the Commission; and Decision and Order 126 FTC. Whereas if the Commission accepts the attached Agreement Containing Consent Order ("Consent Order ), which would require the divestiture of The Assets To Be Divested, the Commission must place the Consent Order on the public record for a period of at least sixty (60) days and may subsequently withdraw such acceptance pursuant to the provisions of Section 2.34 ofthe Commission s Rules; and Whereas the Commission is concerned that if an understanding is not reached preserving the status quo ante of The Assets To Be Divested as defined in paragraph I.I. ofthe Consent Order during the period prior to the divestiture of The Assets To Be Divested as required by the Consent Order, the divestiture required by the Consent Order or resulting from any proceeding challenging the legality of the Acquisition might not be possible, or might be less than an effective remedy; and Whereas the Commission is concerned that if the Acquisition is consummated, it will be necessary to preserve the Commission ability to require the divestiture of The Assets To Be Divested, as described in paragraph I.. of the Consent Order, and the Commission s right to have The Assets To Be Divested continue as a viable competitor independent of Federal-Mogul and T&N (collectively, the "respondents ); and Whereas if the Commission determines to finally issue the Consent Order, it is necessary to hold separate The Assets To Be Divested to protect interim competition pending divestiture or other relief; and Whereas the purpose of the Hold Separate Agreement and the Consent Order is to:

I. Preserve, pending the divestiture required by the Consent Order, The Assets To Be Divested as an ongoing, viable, competitive and independent entity engaged in the same business in which they are presently engaged;

2. Prevent interim harm to competition pending divestiture and other relief; and 3. Remedy any anticompetitive effects of the Acquisition; and Whereas respondents' entering into this Hold Separate Agreement shall in no way be construed as an admission by respondents that the Acquisition is ilegal; and FEDERAL-MOGUL CORPORATION, ET AI. 723 702 Decision and Order Whereas respondents understand that no act or transaction contemplated by this Hold Separate Agreement shall be deemed immune or exempt from the provisions of the antitrust Jaws or the Federal Trade Commission Act by reason of anything contained in this Hold Separate Agreement.

Now, therefore upon the understanding that the Commission has not yet determined whether it wil challenge the Acquisition, and in consideration of the Commission s agreement that the Commission will accept the Consent Order for public comment, the Parties agree as follows:

I. Respondents agree to execute the attached Agreement Containing Consent Order and, from the date of execution, to comply with the provisions of the Consent Order as if it were final. 2. Respondents agree that from the date they execute the Agreement Containing Consent Order, they will comply with the provisions of this Hold Separate Agreement until: a. Ten (10) business days after the Commission withdraws its acceptance ofthe Consent Order pursuant to the provisions of Section 34 of the Commission s Rules; or b. The day after the divestiture required by the Consent Order has been completed.

3. The terms capitalized herein shall have the same definitions as in the Consent Order.

4. ("Material Confidential Information " as used herein, means competitively sensitive or proprietary information not independently known to an entity from sources other than the entity to which the information pertains, and includes, but is not limited to, customer lists, price lists, marketing methods, patents, technologies, processes or other trade secrets. ) To assure the complete independence and viability of The Assets To Be Divested, and to assure that no Material Confidential Information is exchanged between Federal-Mogul (meaning here and hereinafter, Federal-Mogul and T &N excluding The Assets To Be Divested and excluding al1 personnel connected with The Assets To Be Divested as of the date this Hold Separate Agreement was signed) and The Assets To Be Divested, Federal- Mogul shall hold The Assets To Be Divested separate and apart on the following terms and conditions:

Decision and Order 126 F. a. The Assets To Be Divested shall be held separate and apart and shall be managed and operated independently of Federal-Mogul except to the extent that Federal-Mogul must exercise direction and control over such assets to assure compliance with this Hold Separate Agreement or the Consent Order, and except as otherwise provided in this Hold Separate Agreement.

b. Within three (3) days after complete execution of this Hold Separate Agreement, Federal-Mogul shall appoint, subject to the approval of the Commission, an individual to be the Independent Auditor. Federal-Mogul shall give the Independent Auditor all powers and authority necessary to effectuate his/her responsibilities pursuant to this Hold Separate Agreement.

c. Within five (5) business days of the Commission s acceptance of the Consent Order for public comment, Federal-Mogul shall organize a distinct and separate entity ("The New Group ) to be composed of: (I) The Assets To Be Divested and (2) A.E. Clevite Inc. , excluding the following (a) the stock of McCord Payen Technical Services Inc., McCord Payen Inc., McCord Sealing Inc. and McCord Leakless Sealing Co. , and (b) the assets of A. E. Goetze - Lake City Division and Glacier Clevite Heavywall Bearings Division (except the McConnellsvi1le Strip Facility). d. The New Group shall be staffed with suffcient employees to maintain the viability and competitiveness of The Assets To Be Divested. The Management Team, as defined below, with the approval of the Independent Auditor, shall have the authority to replace employees who left their positions with The Assets To Be Divested since January 1 1998. To the extent that The New Group employees leave The New Group prior to the divestiture of The Assets To Be Divested, the Management Team may replace the departing employees of The New Group, subject to the approval of the Independent Auditor, with persons who have similar experience and expertise.

e. The Independent Auditor shall monitor the organization of The New Group and shall have responsibility for managing The New Group consistent with the terms of Hold Separate Agreement; for maintaining the independence of The New Group consistent with the terms of this Hold Separate Agreement and this Consent Order; and for assuring respondents' compliance with their obligations pursuant to the Hold Separate Agreement.

FEDERAL-MOGUL CORPORA non, ET AL. 725 702 Decision and Order f. Simultaneously with the organization of The New Group, Federal-Mogul shall appoint, subject to the approval of the Independent Auditor, four individuals from among the current employees of The Assets To Be Divested to manage and maintain The Assets To Be Divested (the "Management Team ). The Management Team, in its capacity as such, shall report directly and exclusively to the Independent Auditor and shall manage The New Group independently of the management of Federal-Mogul. The Management Team shall not be involved, in any way, in the operations of the businesses of Federal-Mogul during the term of the Hold Separate Agreement. g. Federal-Mogul shall not change the composition of the Management Team unless the Independent Auditor consents. Federal-Mogul shall not change the composition of the management of The New Group, except that the Management Team shall be permitted to remove management employees for cause subject to approval of the Independent Auditor. The Independent Auditor shall have the power to remove members of the Management Team for cause and to require Federal-Mogul to appoint replacement members to the Management Team in the same manner as provided in subparagraph 4.f. of this Hold Separate Agreement. h. The Independent Auditor, each member of the Management Team, and each employee of The New Group who has access to Material Confidential Information shall enter into a confidentiality agreement agreeing to be bound by the terms and conditions of this Hold Separate Agreement. These individuals must retain and maintain all confidential information relating to the held separate business on a confidential basis and, except as is permitted by this Hold Separate Agreement, such persons shall be prohibited from providing, discussing, exchanging, circulating, or otherwise furnishing any such information to or with any other person whose employment involves any of Federal-Mogul' s business. These persons shall not be involved in any way in the Thinwall Bearings operations of Federal-Mogul.

i. Within ten (10) business days of the Commission s acceptance of the Consent Order for public comment, Federal-Mogul shall establish written procedures to be approved by the Independent Auditor, covering the management, maintenance, and independence of The Assets To Be Divested consistent with the provisions of the Hold Separate Agreement.

Decision and Order 126 F. j. Within ten (10) business days of the Commission s acceptance of the Consent Order for public comment, Federal-Mogul shall circulate, to employees of The New Group and to Federal-Mogul employees who are involved in operations relating to the Thinwall Bearings of Federal-Mogul, a notice ofthis Hold Separate Agreement and Consent Order in the form attached as Attachment A. k. The Independent Auditor shall have full and complete access to all personnel, books, records, documents and facilities of The New Group or to any other relevant information, as the Independent Auditor may reasonably request, including but not limited to all documents and records kept in the normal course of business that relate to The Assets To Be Divested. Federal-Mogul shall develop such financial or other information as such Independent Auditor may request and shall cooperate with the Independent Auditor. F ederal- Mogul shall take no action to interfere with or impede the Independent Auditor s ability to perform his/her responsibilities consistent with the terms of the Hold Separate Agreement or to monitor Federal-Mogul's compliance with the Hold Separate Agreement and the Consent Order.

I. Federal-Mogul may require the Independent Auditor to sign a confidentiality agreement prohibiting the disclosure of any material information gained as a result of his or her role as Independent Auditor to anyone other than the Commission. m. The Independent Auditor shall have the authority to employ, at the cost and expense of Federal-Mogul, such consultants accountants, attorneys, and other representatives and assistants as are necessary to carry out the Independent Auditor s duties and responsibilities.

n. The Independent Auditor and the Management Team shall serve, without bond or other security, at the cost and expense of Federal-Mogul, on reasonable and customary terms commensurate with the person s experience and responsibilities. Federal-Mogul shall indemnify the Independent Auditor and the Management Team and hold the Independent Auditor and the Management Team harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the Independent Auditor s or the Management Team s duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages FEDERAL-MOGUL CORPORATION, ET AI. 727 702 Dccision and Order claims, or expenses result !Tom misfeasance, gross negligence, willful or wanton acts, or bad faith by the Independent Auditor or the Management Team.

o. Federal-Mogul shall provide The New Group with suffcient working capital to operate The Assets To Be Divested at least at current rates of operation, to meet al1 capital calls in respect of The Assets To Be Divested, and to carr on, at least at their scheduled pace, all capital and research and development projects for The Assets To Be Divested ongoing, planned, or approved as of or after February 20, 1998. During the period this Hold Separate Agreement is effective, Federal-Mogul shall make available for use by The New Group funds sufficient to perform al1 necessary routine maintenance , and replacements of, The Assets To Be Divested. Federal-Mogul shall provide The New Group with such funds as are necessary to maintain the viability, competitiveness, and marketability of The Assets To Be Divested until the Divestiture Date. At a minimum Federal-Mogul shall ensure that The Assets To Be Divested have available average working capital of not less than one hundred twenty percent (120%) of the average working capital of The Assets To Be Divested during the twelve (12) months preceding the date of this Hold Separate Agreement.

p. Federal-Mogul shall continue to provide the same support services to The Assets To Be Divested as are being provided to such assets by Federal-Mogul as ofthe date this Hold Separate Agreement is signed by Federal-Mogul. Federal-Mogul may charge The New Group the same fees, if any, charged by Federal-Mogul for such support services as of the date this Hold Separate Agreement is signed by Federal-Mogul. Federal-Mogul' s personnel providing such support services must retain and maintain all Material Confidential Information of The Assets To Be Divested on a confidential basis and, except as is permitted by this Hold Separate Agreement, such persons shall be prohibited from providing, discussing, exchanging, circulating, or otherwise furnishing any such information to or with any pcrson whose employment involves any of Federal-Mogul' businesses. Such personnel shall also execute confidentiality agreements prohibiting the disclosure of any Material Confidential Information of The Assets To Be Divested.

q. Except as provided in this Hold Separate Agreement, Federal- Mogul shall not employ or make offers of employment to employees Decision and Order 126 FTC. of The New Group, during the term of the Hold Separate Agreement. The acquirer or acquirers of The Assets To Be Divested shall have the option of offering employment to the employees of The New Group. After the term of the Hold Separate Agreement, Federal-Mogul may offer employment to employees of The New Group who have not accepted employment with the acquirer or acquirers of The Assets To Be Divested. Federal-Mogul shall not interfere with the employment of such employees of The New Group by the acquirer or acquirers of The Assets To Be Divested; shall not offer any incentive to such employees of The New Group to decline employment with the acquirer or acquirers of The Assets To Be Divested or accept other employment with Federal-Mogul; and shall remove any impediments that may deter such employees of The New Group from accepting employment with the acquirer or acquirers of The Assets To Be Divested, including but not limited to the payment, or the transfer for the account of the employee, of all accrued bonuses, pensions and other accrued benefits to which such employees would otherwise have been entitled had they remained in the employment of Federal- Mogul.

r. Federal-Mogul shall not exercise direction or control over, or , theinfluence directly or indirectly, The Assets To Be Divested Independent Auditor, the Management Team, or The New Group or any of its operations; provided, however, that Federal-Mogul may exercise only such direction and control over The New Group as is necessary to assure compliance with this Hold Separate Agreement or the Consent Order, or with all applicable Jaws. s. Except for the Management Team and except to the extent provided in subparagraph 4. , Federal-Mogul shall not permit any other of its employees, offcers, or directors to be involved in the operations of The New Group.

t. Federal-Mogul shall maintain the viability, competitiveness, and marketability of The Assets To Be Divested; shall not sell, transfer or encumber The Assets To Be Divested (other than in the normal course of business); and shall not cause or permit the destruction removal, wasting, or deterioration, or otherwise impair the viability, competitiveness, or marketability of The Assets To Be Divested. u. Ifthe Independent Auditor ceases to act or fails to act diligently and consistently with the purposes of this Hold Separate Agreement Federal-Mogul shall appoint a substitute Independent Auditor, subject to Commission approval.

FEDERAL-MOGUL CORPORATION, ET AI. 729 702 Decision and Order v. Except as required by law, and except to the extent that necessary information is exchanged in the course of consummating the Acquisition, defending investigations, defending or prosecuting litigation, obtaining legal advice, negotiating agreements to divest assets pursuant to the Consent Order, or complying with this Hold Separate Agreement or the Consent Order, Federal-Mogul shall not receive or have access to, or use or continue to use, any Material Confidential Information, not in the public domain, relating to The New Group or The Assets To Be Divested. Nor shall The New Group or the Management Team receive or have access to, or use or continue to use, any Material Confidential Information not in the public domain about Federal-Mogul and relating to Federal-Mogul' business. Federal-Mogul may receive aggregate financial information relating to The New Group to the extent necessary to allow Federal- Mogul to prepare United States consolidated financial reports, tax returns, and personnel reports. Any such information that is obtained pursuant to this subparagraph shall be used only for the purposes set forth in this subparagraph.

w. Within thirty (30) days after the date this Hold Separate Agreement is accepted by the Commission and every thirty (30) days thethereafter until this Hold Separate Agreement terminates, Independent Auditor shall report in writing to the Commission concerning the efforts to accomplish the purposes of this Hold Separate Agreement. Included within that report shall be the Independent Auditor s assessment of the extent to which The New Group is meeting (or exceeding) its projected goals as are reflected in operating plans, budgets, projections or any other regularly prepared financial statements.

5. Should the Commission seek in any proceeding to compel respondents to divest any of The Assets To Be Divested, as provided in the Consent Order, or to seek any other injunctive or equitable relief for any failure to comply with the Consent Order or this Hold , asSeparate Agreement, or in any way relating to the Acquisition defined in the draft complaint, respondents shall not raise any objection based upon the fact that the Commission has permitted the Acquisition. Respondents also waive all rights to contest the validity of this Hold Separate Agreement.

6. To the extent that this Hold Separate Agreement requires respondents to take, or prohibits respondents from taking, certain Decision and Order 126 FTC. actions that otherwise may be required or prohibited by contract respondents shall abide by the terms ofthis Hold Separate Agreement or the Consent Order and shall not assert as a defense such contract requirements in a civil action brought by the Commission to enforce the terms of this Hold Separate Agreement or this Consent Order. 7. For the purposes of determining or securing compliance with this Hold Separate Agreement, and upon written request with reasonable notice to respondents made to their counsel, respondents shall permit any duly authorized representatives of the Commission: a. During the offce hours of respondents, and in the presence of counsel, access to all facilities and access to inspect and copy all books, ledgers, accounts, correspondence, memoranda, and other records and documents in the possession or under the control of respondents relating to compliance with this Agreement; and b. Upon five (5) days' notice to respondents and without restraint or interference from them, to interview officers or employees of respondents, who may have counsel present, regarding any such matters.

8. This Hold Separate Agreement shall not be binding on the Commission until it is approved by the Commission. ATTACHMENT A NOTICE OF DIVESTITURE AND REQUIREMENT FOR CONFIDENTIALITY Federal-Mogul Corporation ("Federal-Mogul") and T&N pic T &N") have entered into a Consent Agreement and Agreement to Hold Separate with the Federal Trade Commission ("Commission relating to the divestiture of the T &N worldwide thinwall bearing business. Until after the Commission s Order becomes final and the T &N worldwide thinwall bearing business is divested, the T &N worldwide thinwall bearing business must be managed and maintained as a separate, ongoing business, independent of all other T &N businesses. All competitive information relating to the T &N worldwide thinwall bearing business must be retained and maintained by the persons involved in the T&N worldwide thinwall bearing business on a confidential basis and such persons shall be prohibited from providing, discussing, exchanging, circulating, or otherwise furnishing any such information to or with any other person whose FEDERAL-MOGUL CORPORATION, ET AI. 731 702 Decision and Order employment or agency involves any other Federal-Mogul' or T&N business. Similarly, all such persons involved in any other Federal- Mogul or T &N business shall be prohibited from providing, discussing, exchanging, circulating or otherwise furnishing competitive information about such business to or with any person whose employment or agency involves the T &N worldwide thinwall bearing business.

Any violation of the Consent Agreement or the Agreement to Hold Separate, incorporated by reference as part of the Consent Order, may subject Federal-Mogul and T&N to civil penalties and other relief as provided by law.

APPENDIX II John E. Wheatley T. Allan Welsh Derrick Parker Clive Kellett Jeffrey Senior Ian Massey Graham Jones Tony Dolton Paulo Detasis Brian Campbell Dr. Peter Brown Ken McMeekin Dccision and Order 126 FTC. APPENDIX II Martin Ashmore Steve Kennedy Gerr Sanders Alister Brydon Mike Kirk Nicola Seymour Nick Butler Devji Lad Paul Shenton John Carey Ian Laing Mike Silvester Barbara Carroll Tony Latkowski Suky Singh Nigel Felgate Kate Leeper Tony Smith Brian Fitzsimons Carolyn Mayston Jeff Stevens Bil Hall Julie McDonald Graeme Topping David Hall Jonathan McGivan Ha Tran Adrian Hardgrave Bob Mee Ducai Wang Paul Harrison Omar Mian Adrian Watkins Craig Hobson Geraldine Mulet Ian Williams Alun Howells Dean Murden Richard Williams Chas J ohal Tim Partridge Robert Williams Kevin Jupe Carl Perrin Trevor Wright Alan Pope Hao Xu FEDERAL-MOGUL CORPORATION, ET AI. 733 702 Decision and Order APPENDIX IV A. Definitions 1. For purposes of this appendix, the term "Clevite trademarks" shall mean the "Clevite Clevite 77 11 " Michigan Michigan 77 Deltawall CL 112 CL 77 " and "Clevite 66" trademarks. 2. For purposes of this appendix, the term "inventory" shall mean engine parts other than engine bearings.

B. Phase Out Periods 1. Federal-Mogul may continue to affix Clevite trademarks to newly packaged inventory for 6 months after the Divestiture Date. Federal-Mogul may sell inventory on which any Clevite trademarks appear for:

a. An unlimited period of time in packages where any Clevite trademarks are displayed only inside the packaging, such as on instructions or on parts;

b. 18 months after the Divestiture Date in packages that display any Clevite trademarks on the outside of the package, if such inventory consists only of gaskets;

c. 12 months after the Divestiture Date in packages that display any Clevite trademarks on the outside ofthe package, ifsuch inventory includes any product other than gaskets; and d. 24 months after the Divestiture Date in packages on which the only Clevite trademark on the outside of the package is the "AE Clevite Inc. company name.

3. Federal-Mogul may not use the "Clevite" mark in catalogues published after the Divestiture Date, but may continue to use printed catalogues published before the Divestiture Date for an unlimited period of time.

Except as otherwise specified herein, Federal-Mogul may not use the Clevite trademarks after the Divestiture Date. Decision and Order 126 FTC. APPENDIX V CL 77 Glacier (T- CL 112 Exalign Glamat Clevite Glacelign Hi- Clevite 66 Glacelube Michigan Clevite 77 G lacetal Michigan 77 De-ex Glacier SIC Deltawall Glacier DQ Vandervell Glacier DU Vandry Glacier OX Van wall Dualign Glacier Sentry Dualine Glacier Spinner VP-Logo Duroglide FEDERAL-MOGUL CORPORATION, ET AI. 735 702 Dccision and Order APPENDIX VI Non-Automotive Heavywall Bearings 1. Plain half shell bearings, full round bushings, flange bearings and half and full round thrust washers with wall thickness of greater than .375 inches, EXCEPT for those manufactured and/or sold as of March 6 1998 by The Assets To Be Divested with wall thickness in excess of 375 inches;

2. Magnetic bearings;

3. Ceramic bearings;

4. Tilting pad thrust and journal bearings; 5. Fixed profile ramp and pad bearings for non-automotive bearings (industrial applications);

6. Rotating plant bearings (mainly for steam turbines, gas turbines, large pumps, large gear boxes, compressors and large electrical machines); 7. NON-POLYMER self lubricated sintered bearings incorporating graphite type, molybdenum type, PTFE type, and other types of dry lubricants;

8. Deva BM type bearing material consisting of a steel backing with selflubricated sintered layer incorporating solid lubricants such as graphite, molybdenum and PTFE;

9. Devaglide type self-lubricating bearing material that consists of a bearing bronze with pockets filled with solid lubricant; 10. Crankshaft bearings for medium and slow speed diesel engines; 11. Crankshaft bearings for locomotive diesel engines; 12. Profile faced thrust washers for medium and slow speed diesel engmes;

13. Solid (not wrapped) steel and bronze backed bushes; 14. Centrifugally cast bearings;

15. Structural bearings for supporting bridges, roads and heavy plant; 16. Road joints;

17. Oil conditioning systems, including centrifugal oil filters and their component parts and screen filters;

18. Oil immersed friction plates;

19. Turbocharger bearings other than for passenger cars or heavy duty trucks;

20. DEV A TEX type bearings consisting of 2 layers, both produced by a common cross-winding manufacturing technique, in which high strength polymer fibers embedded in a PTFE filled epoxy resin form the unique bearing surface which is machined; and 21. Rotating plant bearing assemblies (self contained and non-self contained).

Dccision and Order 126 FTC. APPENDIX VII Case Ref: P/lI.GB2 Country: United Kingdom Patent No: 2174717 App No: 8610215 Grant Date: 21/121988 App Date: 25/04/1986 Applicant: AE PLC Desc. Title: Spray Casting Case Ref: P/33.A T Country: EP (Austria) Patent No: E 56227 App No: 87201325. 5 Grant Date: 05/09/1990 App Date: 13/071987 Applieant: AE PLC Dese. Title: Tin-Cobalt Overlays Case Ref: P/33.DE Country: EP (Gennany) Patent Nn: 3764736.9 App No: 87201325. 5 Grant Date: 05/09/1990 App Date: 13/07/1987 Applieant: AE PLC Desc. Title: Tin-Cobalt Overlays Case Ref: P/33.ES Country: EP (Spain) Patent No: 2016965 App No: 87201325. 5 Grant Date: 05/09/1990 App Date: 13/071987 Applieant: AE PLC Dese. Title: Tin-Cobalt Overlays Case Ref: P/33.FR Country: EP (France) Patent No: 0254355 App No: 87201325. 5 Grant Date: 05/09/1990 App Date: 13/071987 Applieant: AE PLC Desc. Title: Tin-Cobalt Overlays Case Ref: P/33.GB2 Country: United Kingdom Patent No: 2192641 App No: 8716478.6 Grant Date: 11/07/1990 App Date: 13/071987 Applieant: AE PLC Desc. Title: Tin-Cobalt Overlays Case Ref: P/33.1T Country: P (Italy) Patent No: 0254355 App 1'0: 87201325. 5 Grant Date: 05/09/1990 App Date: 13/071987 Applicant: AE PLC Dese. Title: Tin-Cobalt Overlays Case Ref: PI33.JP Country: Japan Patent No: 2605049 App No: 177388/87 Grant Date: 13/02/1997 App Date: 17/07/1987 Applicant: AE PLC Dese. Title: Tin-Cobalt Overlays Case Ref: P/33.US Country: United States Patent No: 4795682 App No: 07/72532 Grant Date: 03/01/1989 App Date: 13/071987 Applicant: AE PLC Dese. Title: Tin-Cobalt Overlays Case Ref: P/40.GB2 Country: United Kingdom Patent No: 2196704 App No: 8724225. 1 Grant Date: 02/05/1990 App Date: 15/1 0/1987 Applieant: AE PLC Dese. Title: Flanged Bearings Case Ref: P/76.DE Country: Gennany Patent Nn: P 2842494 App No: 2842494.4 Grant Date: 09/06/1983 App Date: 29/09/1978 Applieant: Vandervell Limited Desc. Title: High Strength Bearing Material Case Ref: P/8I.AT Country: EP (Austria) Patent No: 0048579 App 1'0: 81304194.4 Grant Date: 19/12/1984 AppDate: 14/09/1981 Applicant:GKN Vandervell Limited Desc. Title: Ion Exchange Membrane Case Ref: P/81.BE Country: EP (Belgium) Patent No: 0048579 App No: 81304194.4 GrantDate: 19/12/1984 AppDate: 14/09/1981 Applicant: GKN Vandervell Limited Desc. Title: Ion Exchange Membrane FEDERAL-MOGUL CORPORATION, ET AI. 737 702 Decision and Order Case Ref: P/8I.CA Country: Canada (No Fee) Patent No: 1172599 App No: 386328 Grant Date: 14/08/1984 App Date: 21/09/1981 Applicant: GKN Vandervell Limited Desc, Title: Ion Exchange Membrane Case Ref: P/81.CH Country: EP (Switzerland) Patent No: 0048579 App No: 81304194.4 GrantDate: 19/12/1984 AppDate: 14109/1981 Applicant:GKN Vandervell Limited Desc. Title: Ion Exchange Membrane Case Ref: P/81.DE Country: EP (Germany) Patent No: P3167841 App No: 81304194.4 GrantDate: 19/12/1984 AppDate: 14/09/1981 Applicant: GKN Vandervell Limited Desc. Title: Ion Exchange Membrane Case Ref: P/8I.FR Country: EP (France) Patent No: 0048579 App No: 81304194.4 GrantDate: 19/12/1984 AppDate: 14/09/1981 Applieant: GKN Vandervell Limited Desc. 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Title: PPS/Peek Alloy Case Ref: P/675.1 Country: Italy Patent No: 1158021 App No: 21/10/1982 Grant Date: 18/02/1987 App Date: 21/1 0/1982 Applicant: The Glacier Metal Company Limited Desc. Title: PPS/Peek Alloy Case Ref: P/675,JP Country: Japan Patent No: 1787772 Appro: 57- 184805 Grant Date: 10/09/1993 App Date: 22/1 0/1982 Applicant: The Glacier Metal Company Limited Desc. Title: PPS/Peek Alloy FEDERAL-MOGUL CORPORATION, ET AI. 739 702 Decision and Order Case Ref: P/675.US Country: United States Patent No: RE.32 595 App No: 824 798 Grant Date: 09/0211988 App Date: 2211 0/1982 Applicant: The Glacier Metal Company Limited Desc. Title: PPS/Peek Alloy Case Ref: P/675.lA Country: South Africa Patent No: 82/7687 App No: 82/7687 Grant Date: 27/0611984 App Date: 2011011982 Applicant: Thc Glacier Metal Company Limited Desc. Title: PPS/Peek Alloy Case Ref: P/676.GB Country: United Kingdom Patent No: 121722 App No: 8216621 Grant Date: 1811211985 App Date: 08/0611982 Applieant: AE PLC Desc. 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Title: Cavit Resistant Bearing Material Case Ref: P/698.ES Country: Spain Patent No: 548071 App No: 548071 Grant Date: 13/10/1986 App Date: 21/10/1985 Applieant: AE PLC Dese. Title: Cavit Resistant Bearing Material Case Ref: P/698.FR Country: EP (France) Patent No: 0183375 App No: 85307552. 1 Grant Date: 28/1111990 App Date: 18/1 0/1985 Applicant: AE PLC Desc. Title: Cavit Resistant Bearing Material Case Ref: P/698.GB2 Country: United Patent No: 2166142 App No: 8525729 Grant Date: 02/03/1988 App Date: 18/1 0/1985 Applieant: AE PLC Desc. Title: Cavit Resistant Bearing Material Case Ref: P/698.GB3 Country: EP (United Kingdom) Patent No: 0183375 App No: 85307552. Grant Date: 28/11/1990 App Date: 18/10/1985 Applicant: AE PLC Desc. Title: Cavit Resistant Bearing Material Case Ref: P/698.IN Country: India Patent No: 166217 App :-0: 832/MAS/85 Grant Date: 09/11/1990 App Date: 22/1 0/1985 Applicant: AE PLC Desc. 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Title: Dissimilar bearing halves Case Ref: P1l997.IT Country: EP (Italy) Patent No: 0307028 App No: 88201810.4 Grant Date: 03/0211993 App Date: 25/08/1988 Applieant: Glacier Vandervell SA Desc. Title: Dissimilar bearing halves Case Ref: P1I997.US Country: United States Patent No: 4889435 App No: 07/240709 Grant Date: 2611211989 App Date: 06/0911988 Applicant: The Glacier Metal Company Limited Dese. Title: Dissimilar bearing halves Case Ref: P/2000.DE Country: EP (Germany) Patent No: 3879830. 1 App No: 88201811. 2 Grant Date: 31103/1993 App Date: 25/0811988 Applicant: Societe !ndustrielle des Coussinets SA Desc. Title: Freely Assoc d Thrust Washers Case Ref: P/2000.ES Country: EP (Spain) Patent No: 2039593 App No: 88201811.2 Grant Date: 3110311993 App Date: 25/0811988 Applicant: Societe Industrielle des Coussinets SA Dese. Title: Freely Assoc d Thrust Washers Case Ref: P/2000.FR Country: EP (France) Patent No: 0307984 App No: 88201811. 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Title: Type 2 Flanged Bush Case Ref: P12155.ES Country: EP (Spain) Patent No: 2070412 App No: 91200410. 8 Grant Date: 0510411995 App Date: 2610211991 Applicant: The Glacier Metal Company Limited Dese. Title: Type 2 Flanged Bush Case Ref: P12155.FR Country: EP (France) Patent No: 0444755 App No: 91200410. 8 Grant Date: 0510411995 App Date: 2610211991 Applieant: The Glacier Metal Company Limited Dese. Title: Type 2 Flanged Bush Case Ref: P12155.GB2 Country: United Kingdom Patent No: 9104026. App No: 224175 I Grant Date: 0110611994 App Date: 2610211991 Applicant: The Glacier Mctal Company Limited Desc. Title: Type 2 Flanged Bush FEDERAL-MOGUL CORPORATION, ET AI. 749 702 Decision and Order Case Ref: P/2155.IT Country: EP (Italy) Patent No: 0444755 App No: 91200410. 8 Grant Date: 05/04/1995 App Date: 26/02/991 Applieant: The Glacier Metal Company Limited Dese. 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Title: All Plastics Bush Case Ref: P/2441.BR Country: Brazil Patent No: Pending App No: PI9509722-8 Grant Date: Pending App Date: 03/11/1995 Applicant: T&:- Technology Limited Dese. Title: Zinc Alloy Overlay Decision and Order 126 FTC. Case Ref: P/2441.EP Country: European Patent Offce Patent No: Pending App No: 95936022.3-2309 Grant Date: Pending App Date: 03/11/1995 Applicant: T &N Technology Limited Desc. Title: Zinc Alloy Overlay Case Ref: P/2441.GB2 Country: United Kingdom Patent No: 2294981 App No: 9522500.9 Grant Date: 11/03/1998 App Date: 02/11/1995 Applicant: T &N Technology Limited Desc. Title: Zinc Alloy Overlay Case Ref: P/2441.P Country: Japan Patent No: Pending App No: 515815/96 Grant Date: Pending App Date: 03/11/1995 Applicant: T&N Technology Limited Dese. Title: Zinc Alloy Overlay Case Ref: P/2441.US Country: United States Patent No: Pending App No: 08/836450 Grant Date: Pending App Date: 03/11/1995 Applicant: T &N Technology Limited Desc. 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Title: Bearing Overlay Surface FEDERAL-MOGUL CORPORATION, ET AL. 755 702 Decision and Order Case Ref: P/2526.GB Country: United Kingdom Patent No: Pending App No: 9610096. 1 Grant Date: Pending App Date: 15/05/1996 Applicant: Glacier Vandervell Limited Desc. Title: Bearing Overlay Surface Case Ref: P/2526.JP Country: Japan Patent No: Pending App No: PCT/GB97/01143 Grant Date: Pending App Date: 25/04/1997 Applicant: Glacier Vandervell Limited Desc. Title: Bearing Overlay Surface Case Ref: P/2526.US Country: United States Patent No: Pending App No: PCT/GB97/01143 Grant Date: Pending App Date: 25/04/1997 Applicant: Glacier Vandervell Limited Dese. Title: Bearing Overlay Surface Case Ref: P/2550.GB Country: United Kingdom Patent No: Pending App No: 9623052.9 Grant Date: Pending App Date: 06/11/1996 Applicant: T &N Technology Limited Desc. Title: PTFE Bearing With Nanoparticle Case Ref: P/2550.1N Country: India Patent No: Pending App No: 3089/DEL/1997 Grant Date: Pending App Date: 27/0/1997 Applicant: T &N Technology Limited Dese. Title: PTFE Bearing With Nanoparticle Case Ref: P/2550. WO Country: WIPO - International Pat Patent No: Pending App No: PCT/GB97/02846 Grant Date: Pending App Date: 15/10/1997 Applieant: T &N Technology Limited Dese. Title: PTFE Bearing With Nanoparticle Case Ref: P/2562.GB2 Country: United Kingdom Patent No: Pending App No: 9725513. Grant Date: Pending App Date: 03/12/1997 Applicant: Glacier Vandervell SA Desc. Title: Steering Column Bearing Case Ref: P/2562.WO Country: WIPO - International Pat Patent No: Pending App No: PCT/EP97/06952 Grant Date: Pending App Date: 02/12/1997 Applicant: Glacier Vandervell SA Desc. Title: Steering Column Bearing Case Ref: P/2569.GB2 Country: United Kingdom Patent No: Pending App No: 9723152. 6 Grant Date: Pending App Date: 04/11/1997 Applicant: Glacier Vandcrvell Limited Dese. Title: Grooved Burnished Bush Case Ref: P/2569. WO Country: WIPO - International Pat Patent No: Pending App No: PCT/GB98/00199 Grant Date: Pending App Date: 22101/1998 Applicant: Glacier Vandervell Limited Desc. Title: Grooved Burnished Bush Case Ref: P/2570.GB Country: United Kingdom Patent No: Pending App No: 9701778.4 Grant Date: Pending App Date: 29/01/1997 Applieant: Glacier Vandcrvell Limited Desc. Title: PTFE Lining with Aramid/Glass Case Ref: P/2570.WO Country: WIPO - International Pat Patent No: Pending App No: PCT/GB98/00196 Grant Date: Pending App Date: 22/01/1998 Applicant: Glacier Vandervell Limited Desc. Title: PTFE Lining with Aramid/Glass 756 FEDERAL TRADE COMMISSION DECISI01'S Decision and Order 126 F.T. Case Ref: P/2571.GB2 Country: United Kingdom Patent No: Pending App No: 9801777. Grant Date: Pending App Date: 28/01/1998 Applicant: Glacier Vandervell Limited Dese. Title: Bearing Conveyor Case Ref: P/2571. WO Country: WIPO - International Pat Patent No: Pending App No: PCT/GB98/00247 Grant Date: Pending App Date: 27/01/1998 Applicant: Glacier Vandervell Limited Desc. Title: Bearing Conveyor Case Ref: P/2599.GB Country: United Kingdom Patent No: Pending App No: 9713079.3 Grant Date: Pending App Date: 21/06/1997 Applieant: T&N Technology Limited Desc. Title: Aramid and PTFE etc. Case Ref: P/2599.1N Country: India Patent No: Pending App No: 1059/CAL/98 Grant Date: Pending App Date: 15/06/1998 Applicant: T &N Technology Limited Desc. Title: Aramid and PTFE etc. Case Ref: P/2599.WO Country: WIPO - International Pat Patent No: Pending App No: PCT/GB98/01740 Grant Date: Pending App Date: 15/06/1998 Applicant: T &N Technology Limited Desc. Title: Aramid and PTFE etc. Case Ref: P/2599.ZA Country: South Africa Patent No: Pending App No: 98/5230 Grant Date: Pending App Date: 17/06/1998 Applicant: T&N Technology Limited Dese. Title: Aramid and PTFE etc. Case Ref: P/2684.DE Country: EP (Germany) Patent No: 3167697.9 App No: 81901801. 1 Grant Date: 12/12/1984 App Date: 02/07/1981 Applieant: The Glacier Metal Company Limited Desc. Title: Solvents for PPS Case Ref: P/2684.GB2 Country: EP (United Kingdom) Patent No: 0055723 App No: 81901801.1 Grant Date: 12/12/1984 App Date: 02/07/1981 Applieant: The Glacier Metal Company Limited Dese. Title: Solvents for PPS Case Ref: P/2690.GB Country: United Kingdom Patent No: Pending App No: 9726099. Grant Date: Pending App Date: 10/12/1997 Applicant: Glacier Vandcrvell SA Dese. Title: Elastomeric Element with Holes Case Ref: P/2699.US Country: United States Patent No: 4405740 App No: 355 741 Grant Date: 20/09/1983 App Date: 02/07/981 Applieant: The Glacier Metal Company Limited Dese. Title: Solvent For PPS Case Ref: P/2700.US Country: United States Patent No: 4383069 App No: 355 747 Grant Date: 10/05/1983 App Date: 02/07/981 Applicant: The Glacier Metal Company Limited Desc. Title: Solvents For PI'S Case Ref: P/2701.DE Country: EP (Germany) Patent No: 3173060.4 App No: 81901804.5 Grant Date: 27/1/1985 App Date: 02/07/1981 Applicant: The Glacier Metal Company Limited Dese. Title: Solvents For PI'S FEDERAL-MOGUL CORPORATION, ET AI. 757 702 Decision and Order Case Ref: P/2701.FR Country: EP(France) Patent No: 81901804.5 Appro: 0055275 Grant Date: 27/11/1985 App Date: 02/07/1981 Applicant: The Glaeier Metal Company Limitcd Dec. Title: Solvents For PPS Case Ref: P/2701.GB2 Country: EP (United Kingdom) Patent No: 0055275 App No: 81901804. Grant Date: 27/11/1985 App Date: 02/07/1981 Applicant: The Glacier Metal Company Limited Desc. Title: Solvents For PPS Case Ref: P/3008.GB Country: United Kingdom Patent No: Pending App No: 9803213. Grant Date: Pending App Date: 14/02/1998 Applicant: Glacier Vandervell Limited Dese. Title: Jewel Bearing Case Ref: P/30 I O.GB Country: United Kingdom Patent No: Pending App No: 9804774.9 Grant Date: Pending App Date: 07/03/1998 Applicant: Thc Glacier Metal Company Limited Dese. Title: PTFE lining with Kevlar & F Country: EP Case Ref: P/3012.GB Country: United Kingdom Patent No: Pending App No: 9805353. 1 Grant Date: Pending App Date: 14/03/1998 Applieant: T &N Technology Limited Dese. Title: HVOF SPRA YING Case Ref: P/3013.GB Country: United Kingdom Patent No: Pending App No: 9805347. 3 Grant Date: Pending App Date: 14103/1 998 Applicant: Thc Glacier Metal Company Limited Desc. Title: Variable composition spraying Case Ref: P/20876 Country: United Kingdom Patent No: Pending App No: 9812586. 7 Grant Date: Pending App Date: 12106/1998 Applicant: Glacier Vandervell Limited Desc. Title: Method & Apparatus for Electroplating Case Ref: P/20877 Country: United Kingdom Patent No: Pending App No: 9817249.7 Grant Date: Pcnding App Date: 07/08/1998 Applicant: Glacier Vandervell Limited Desc. Title: Bearing Material APPENDIX VlI Case Ref: P/1 .DE Country: EP (Gennany) Patent No: P3576553.4 App No: 85114747.0 Grant Date: 14/03/1990 App Date: 19/1 III985 Applieant: AE PLC Desc. Title: Flexible Attached Flanges Case Ref: P/I.ES Country: Spain Patent No: 296769.3 App Date: 549737 Grant Date: 29/07/1 988 App Date: 09/121I 985 Applicant: AE PLC Desc. Title: Flexible Attached Flanges Case Ref: P/l.FR Country: EP (France) Patent No: 0184693 App No: 85114747. 0 Grant Date: 14/03/1990 App Date: 19/111I985 Applicant: AE PLC Desc. Title: Flexible Attached Flanges Case Ref: PII GB2 Country: EP (United Kingdom) Patent No: 0184693 App No: 85114747. 0 Grant Date: 14/031I 990 App Date: 19/1 III 985 Applicant: AE PLC Desc. Title: Flexible Attached Flanges Decision and Order 126 F.T. 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Title: AS 124 Bcaring Material Case Ref: PII2.1N Country: India Patent No: 167454 App No: 398/YAS/86 Grant Date: 30/0811991 App Date: 22/0511986 Applicant: AE PLC Desc. Title: AS 124 Bearing Material FEDERAL-MOGUL CORPORATION, ET AI. 759 702 Decision and Order Case Ref: P/l2.IT Country: EP (Italy) Patent 1'0: 0205893 App No: 86106598. 5 Grant Date: 08/11/1989 App Date: 15/05/1986 Applieant: AE PLC Desc. Title: AS124 Bearing Material Case Ref: P/l2.JP Country: Japan Patent No: 2009480 App No: 119420/86 Grant Date: 02/02/1996 App Date: 26/05/1986 Applieant: AE PLC Desc. Title: AS 124 Bearing Material Case Ref: P/l2.KR Country: South Korea Patent No: 75178 App No: 4197/986 Grant Date: 07/07/1994 App Date: 26/05/2006 Applicant: AE PLC Desc. Title: AS 124 Bearing Material Case Ref: P/l2.SE Country: EP (Sweden) Patent No: 0205893 App No: 86106598. 5 Grant Date: 08/11/1989 App Date: 15/05/1986 Applicant: AE PLC Dese. Title: AS 124 Bearing Material Case Ref: P/l2.US Country: United States Patent No: 4707194 App No: 06/863711 Grant Date: 17/ 1/1987 App Date: 16/05/1986 Applicant: The Glacier Metal Company Limited Desc. Title: AS124 Bcaring Material Case Ref: P/l2.ZA Country: South Africa Patent No: 86/3845 App No: 86/3845 Grant Date: 28/01/1987 App Date: 22/05/1986 Applicant: AE PLC Desc. Title: AS 124 Bearing Material Case Ref: P/29.DE Country: EP (Germany) Patent No: P 3761328. 08 App No: 87201003. 8 Grant Date: 03/01/1990 App Date: 29/05/1987 Applicant: AE PLC Desc. Title: Thrust Washer w Bent-over Tabs Case Ref: P/29.FR Country: EP (France) Patent Nn: 0248484 App No: 87201003. 8 Grant Date: 03/01/1990 App Date: 29/05/1987 Applicant: AE PLC Desc. Title: Thrust Washer w Bent-over Tabs Case Ref: P/29.GB2 Country: United Kingdom Patent No: 2193267 App No: 8712626.4 Grant Date: 20/12/1989 App Date: 29/05/1987 Applicant: AE PLC Dese. Title: Thrust Washer w Bent-over Tabs Case Ref: P/29. 1T Country: EP (Italy) Patent No: 0248484 App No: 87201003. 8 Grant Date: 03/01/1990 App Date: 29/05/2007 Applicant: AE PLC Dese. Title: Thrust Washer w Bent-over Tabs Case Ref: P/29.US Country: United States Patent 1'0: 4770547 App 1'0: 07/55305 Grant Date: 13/09/1988 App Date: 29/05/1987 Applicant: AE PLC Dese. Title: Thrust Washer w Bent-over Tabs Case Ref: P/32.A T Country: EP (Austria) Patent No: E67528 App No: 87201324. 8 Grant Date: 18/09/1991 App Date: 13/07/1987 Applicant: The Glacier Metal Company Limited Desc. Title: Brush Plating Case Ref: P/32.DE Country: EP (Germany) Patent :-0: 3773088.6 App 1'0: 87201324.8 Grant Date: 18/09/1991 App Date: 13/07/987 Applicant: The Glacier Metal Company Limited Desc. Title: Brush Plating Decision and Order 126 F. Case Ref: P/32.ES Country: EP (Spain) Patent No: 2024494 App No: 87201324.8 Grant Date: 18/09/1991 App Date: 13/071987 Applieant: The Glacier Metal Company Limited Desc. Title: Brush Plating Case Ref: P/32.FR Country: EP (France) Patent No: 0257670 App No: 87201324. 8 Grant Date: 18/09/1991 App Date: 131071987 Applicant: The Glacier Metal Company Limited Desc. Title: Brush Plating Case Ref: P/32.GB2 Country: United Kingdom Patent No: 2192642 App No: 8716477. 8 Grant Date: 19/12/1990 App Date: 13/071987 Applicaot: The Glacier Metal Company Limited Desc. Title: Brush Plating Case Ref: P/32.IT Country: EP (Italy) Patent No: 0257670 App No: 87201324.8 Grant Date: 18/09/1991 AppDate: 13/07/1987 Applicant: The Glacier Metal Company Limited Desc. Title: Brush Plating Case Ref: P/686.AU Country: Australia Patent No: 574691 App No: 30227/84 Grant Date: 14/12/1988 App Date: 03/07/2004 Patent No: AE PLC Desc. Title: AI/Tin/Silicon Bearing Alloy Case Ref: P/686.BR Country: Brazil Patent No: PI8403288 App No: PI8403288 Grant Date: 25/05/1993 App Date: 03/071984 Applicant: AE PLC Dese. 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Title: AI/Tin/Silicon Bearing Alloy Case Ref: P/925.US Country: United States Patent No: 4551395 App No: 648466 Grant Date: 05/11/1985 App Date: 07/0911984 Applicant: JPI Transportation Products Inc Desc. Title: Bearing Materials CuiBi Case Ref: P/2092.GB2 Country: United Kingdom Patent No: 2217347 App No: 8902608.2 Grant Date: 0212/1992 App Date: 06/021989 Applicant: T &N Teehnology Limited Desc. Title: Coating of Metal Substrates 2 FEDERAL-MOGUL CORPORATION, ET AL. 761 702 Dccision and Order APPENDIX IX DEYAGLIDE CYGNUS devaglide HONEL DEY AGLIDE DEYA (In Chinese characters) DEV A (In Chinese characters) DEY ASLIDE DEV A (In circle) devatex DEY A (In Japanese characters) devatex (In Chinese characters) DEV A (In rectangle) ELASTOCRETE - D DEY AGLEIT SOLLINGER HUTTE (Device) APPENDIX X Case Ref: 2.AR Country: Argentina Patent No: 236 061 App No: 302 785 Grant Date: 30/1 0/1987 App Date: 03/01/1986 Applicant: AE pic & Dresser Industries Inc. Desc. 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Title: Glacier Inlay Bearing Case Ref: P/2.ZA Country: South Africa Patent No: 86/0023 App No: 86/0023 Grant Date: 27/08/1986 App Date: 02/01/1986 Applicant: AE pic & Dresser Industries Inc. Desc. Title: Glacier Inlay Bearing Case Ref: P/41.GB2 Country: United Kingdom Patent No: 2198486 App No: 8725100. 5 Grant Date: 20/0311991 App Date: 27/ 0/1987 Applicant: AE PLC Dese. Title: Ceramic Bearings Case Ref: P/60.US Country: United States (No Fee) Patent No: 4229057 App No: 30730 Grant Date: 2111011980 App Date: 17/04/1979 Applicant: Vandervell Limited Desc. Title: R Type Railway Bearing Case Ref: P/82.CA Country: Canada (No Fee) Patent No: 1127217 App No: 355491 Grant Date: 06/07/982 App Date: 06/07/980 Applicant: Vandervell Products Limited Desc. Title: R Bearing with Baffe Case Ref: P/82.US Country: United States (No Fee) Patent No: 4336970 App No: 161819 GrantDate: 29/06/1982 App Date: 23/06/1980 Applicant: Vandervell Products Limited Desc. Title: R Bearing with Baffe FEDERAL-MOGUL CORPORATION, ET AI. 763 702 Decision and Ordcr Case Ref: P/653.US Country: United States (No Fee) Patent No: 4360208 App No: 178 461 Grant Date: 2311 111982 App Date: 17104/1979 Applicant: The Glacier Metal Company Limited Desc. Title: Lip-Type Seals Case Ref: P/655.GB2 Country: EP (United Kingdom) Patent No: 0026765 App No: 80900496. Grant Date: 23/05/1984 App Date: 20/0311 980 Applicant: The Glacier Metal Company Limited Desc. Title: Viscosity Pump Case Ref: P/655.US Country: United States (No Fee) Patent No: 4 396 348 App No: 212 732 Grant Date: 02/08/1983 App Date: 02/0811 980 Applicant: The Glacier Metal Company Limited Desc. Title: Viscosity Pump Case Ref: P/656.CA Country: Canada (No Fee) Patent No: 1152548 App No: 339 043 Grant Date: 23/0811 983 App Date: 02/11/1979 Applieant: The Glacier Metal Company Limited Desc. Title: Glacelign CQ Case Ref: P/656.GB Country: United Kingdom Patent No: 2033023 App No: 7842945 Grant Date: 19/01/1983 App Date: 02/1111 978 Applicant: The Glacier Metal Company Limited Dese. Title: Glacelign CQ Case Ref: P/656.US Country: United States (No Fee) Patent No: 4 335 925 App No: 197 349 Grant Date: 22/0611 982 App Date: 31/10/1979 Applicant: The Glacier Metal Company Limited Dese. Title: Glacelign CQ Case Ref: P/668.GB Country: United Kingdom Patent No: 2079385 App No: 8021803 Grant Date: 20/0611 984 App Date: 03/07/1980 Applicant: The Glacier Metal Company Limited Desc. Title: Lubrication System Case Ref: P/668.US Country: United States Patent No: 4,445,592 App No: 279 799 Grant Date: 01/05/1984 App Date: 02/07/1981 Applieant: The Glacier Metal Company Limited Desc. Title: Lubrication System Case Ref: P/691.CA Country: Canada (No Fee) Patent No: 1234858 App No: 477904 Grant Date: 05/04/1988 App Date: 2910311985 Applicant: AE PLC Dese. Title: Re-lubricatable bridge bearing Case Ref: P/697.AU Country: Australia Patent No: 571608 App No: 35872/84 Grant Date: 10/08/1988 App Date: 2611 1/1984 Applicant: AE PLC Desc. Title: Expansion Joints Case Ref: P/697.CA Country: Canada (No Fee) Patent No: 1237010 App No: 468 656 Grant Date: 24/0511 988 App Date: 271111 984 Applicant: AE PLC Desc. Title: Expansion Joints Case Ref: P/697.GB Cnuntry: United Kingdom Patent No: 2151276 App No: 8429930 GrantDate: 14/01/1987 App Date: 27/11/1984 Applicant: AE PLC Desc. Title: Expansion Joints Dccision and Order 126 F. Case Ref: P/697.zA2 Country: South Africa Patent No: 84/9216 App No: 84/9216 Grant Date: 31/07/985 App Date: 26/11/1984 Applicant: AE PLC Desc. Title: Expansion Joints Case Ref: PI715. AT Country: EP (Austria) Patent No: E56778 App No: 88100192. Grant Date: 19/09/1990 App Date: 08/01/1988 Applicant: Glacier Gmbh - Sollinger Hutte Dese. Title: Sealing Spaces w/Elastic Material Case Ref: PI7 I 5.Cti Country: EP (Switzerland) Patent No: 0286775 App No: 88100192.9 Graot Date: 19/09/1990 App Date: 08/01/1988 Applicant: Glacier Gmbh - Sollinger Hutte Desc. Title: Sealing Spaces w/Elast;c Material Case Ref: P1715.DE2 Country: EP (Germany) Patent No: 0286775 App No: 88100192. Grant Date: 19/09/1990 App Date: 08/01/1988 Applicant: Glacier Gmbh - Sollinger Hutte Desc. Title: Sealing Spaces w/Elastic Material Case Ref: P1716.DE2 Country: EP (Germany) Patent No: 3666472. 08 App No: 86118112. 1 Grant Date: 18/1 0/1989 App Date: 29/12/1986 Applicant: Glacier Gmbh - Sollinger Hutte Desc. Title: Railroad Expansion Joint Case Ref: PI719.AT Country: EP (Austria) Patent No: EI43079 App No: 94106402.4 Grant Date: 18/09/1996 App Date: 25/04/1994 Applicant: Glacier Gmbh - Sollinger Hutte Dese. Title: Level Crossing Case Ref: PI719.CH Country: EP (Switzerland) Patent No: 0622494 App No: 94106402.4 Grant Date: 18/09/1996 App Date: 25/04/1994 Applicant: Glacier Gmbh - Sollinger Hutte Desc. Title: Level Crossing Case Ref: P1719.DE2 Country: EP (Germany) Patent No: 59400662. App No: 94106402.4 Grant Date: 18/09/1996 App Date: 25/04/1994 Applicant: Glacier Gmbh - Sollinger Hutte Dese. Title: Level Crossing Case Ref: PI719.GB Country: EP (United Kingdom) Patent No: 0622494 App No: 94106402.4 Grant Date: 18/09/1996 App Date: 25/04/1994 Applicant: Glacier Gmbh - Sollinger Hutte Desc. Title: Level Crossing Case Ref: PI719.PL Couutry: Poland Patent No: Pending App No: P303223 Grant Date: Pending App Date: 27/04/1994 Applicant: Glacier Gmbh - Sollinger Hutte Desc. Title: Level Crossing Case Ref: P/2041.CH Country: EP (Switzerland) Patent No: 0344595 App No: 89109336. 1 Grant Date: 16/03/1994 App Date: 24/05/1989 Applieant: The Glacier Metal Company Limited Desc. Title: Magnetic Thrust Bearings Case Ref: P/2041.DE Country: EP (Germany) Patent No: P68913810. 5 App No: 89109336. 1 Grant Date: 16/03/1994 App Date: 24/05/1989 Applieant: The Glacier Metal Company Limited Dese. Title: Magnetic Thrust Bearings FEDERAL- MOGUL CORPORA non ET AI. 765 702 Decision and Order Case Ref: Pl2041.FR Country: EP (France) Patent 1"0: 0344595 App No: 89109336. 1 Grant Date: 1610311994 App Date: 2410511989 Applieant: The Glacier Metal Company Limited Desc. Title: Magnetic Thrust Bearings Case Ref: PI2041.GB Country: United Kingdom Patent No: 2219357 App No: 8813019.0 Grant Date: 2710511992 App Date: 0210611988 Applicant: The Glacier Metal Company Limited Desc. Title: Magnetic Thrust Bearings Case Ref: PI2041.IT Country: EP (Italy) Patent No: 0344595 App No: 89109336. 1 Grant Date: 1610311994 App Date: 2410511989 Applicant: The Glacier Metal Company Limited Dese. Title: Magnetic Thrust Bearings Case Ref: P12041.P Country: Japan Patent No: Pending App No: 136278189 Grant Date: Pending App Date: 31105!I 989 Applicant: The Glacier Metal Company Limited Desc. Title: Magnetic Thrust Bearings Case Ref: P12041.SE Country: EP (Sweden) Patent :"0: 0344595 App No: 24105!I 989 Applicant: The89109336. 1 Grant Date: 16103!I 994 App Date: Glacier Metal Company Limited Desc. Title: Magnetic Thrust Bearings Case Ref: PI2041.US Country: United States Patent No: 5101130 App No: 071358140 Grant Date: 31103!I992 App Date: 30105!I989 Applicant: The Glacier Metal Company Limited Desc. Title: Magnetic Thrust Bearings Case Ref: P12053.US Country: United States Patent 1"0: 5 140 209 App No: 071469 538 Grant Date: 1810811992 App Date: 171071989 Applicant: The Glacier Metal Company Limited Desc. Title: Controlled Stiffness & Damping Case Ref: P12116.US Country: United States Patent No: 5083053 App No: 071558497 Grant Date: 21101!I992 App Date: 271071990 Applieant: The Glacier Metal Company Limited Desc. Title: Dry Back-up Bearings with Heat Sinks Case Ref: P12118.US Country: United States Patent No: 5072146 App No: 071558496 Grant Date: 10!I2!I991 App Date: 271071990 Applieant: The Glacier Metal Company Limited Desc. Title: Coil w. Heat Conductive Insert Case Ref: P12142.AT Country: EP (Austria) Patent No: EI 12023 App No: 90203270. Grant Date: 2110911994 App Date: 12!I 2!I 990 Applicant: Vandervell Limited Desc. Title: Vandervell Mosaic Case Ref: P12l42.DE Country: EP (Gennany) Patent No: 69012765 App 1"0: 90203270. 5 Grant Date: 2 1I09!I 994 App Date: 12!I2!I990 Applieant: Vandervell Limited Dese. Title: Vandervell Mosaic Case Ref: P12142.ES Country: EP (Spain) Patent No: 2060936 App No: 90203270. Grant Date: 21109!I994 App Date: 12!I211990 Applicant: Vandervell Limited Desc. Title: Vandervell Mosaic Decision and Order 126 F. Case Ref: P/2142.FR Country: EP (France) Patent No: 0434127 App No: 90203270. Grant Date: 21/09/1994 App Date: 12/12/1990 Applicant: Vandervell Limited Desc. Title: Vandervell Mosaic Case Ref: P/2142.GB2 Country: United Kingdom Patent No: 2239495 App No: 9026914.3 Grant Date: 03/11/1993 App Date: 11/12/1990 Applicant: Vandervell Limited Desc. Title: Vandervell Mosaic Case Ref: P/2142.1T Country: EP (Italy) Patent No: 0434127 App No: 90203270. Grant Date: 21/09/1994 App Date: 12/12/1990 Applicant: Vandervell Limited Desc. Title: Vandervell Mosaic Case Ref: P/2142.US Country: United States Patent No: 5195244 App No: 07/626018 Grant Date: 23/03/1993 App Date: 12/12/1990 Applieant: Vandervell Limited Desc. Title: Vandervell Mosaic Case Ref: P/2187.CH Country: EP (Switzerland) Patent No: 0541656 App No:91914153. 1 GrantDate:31/08/1994 AppDate:29/07/991 Applicant: The Glacier Metal Company Limited Dese. Title: Wrapped Laminations Case Ref: P/2187.DE Country: EP (Germany) Patent No: 69103756.6 App No:91914153. 1 GrantDate:31/08/1994 AppDate:29/07/991 Applicant: The Glacier Metal Company Limited Dese. Title: Wrapped Laminations Case Ref: P/2187.FR Country: EP (France) Patent No: 0541656 App No: 91914153. 1 Grant Date: 31/08/1994 AppDate: 29/07/991 Applicant: The Glacier Metal Company Limited Desc. Title: Wrapped Laminations Case Ref: P/2187.GB Country: United Kingdom Patent No: 2246400 App No: 9016625. 7 Grant Date: 26/01/1994 App Date: 28/07/990 Applicant: The Glacier Metal Company Limited Dese. Title: Wrapped Laminations Case Ref: P/2187.I Country: EP (Italy) Patent No: 0541656 App No: 91914153. 1 GrantDate:31108/1994 AppDate:29/07/991 Applicant:The Glacier Metal Company Limited Dese. Title: Wrapped Laminations Case Ref: P/2187.SE Country: EP (Sweden) Patent No: 0541656 App No: 91914153. 1 Grant Date: 31108/1994 App Date: 29/07/991 Applicant: The Glacier Metal Company Limited Desc. Title: Wrapped Laminations Case Ref: P/2187.US Country: United States Patent No: 5317226 App No: 07/960401 Grant Date: 31105/1994 App Date: 29/07/1991 Applieant: The Glacier Metal Company Limited Desc. Title: Wrapped Laminations Case Ref: P/2188.US Country: United States Patent Nn: 5319274 App No: 07/960400 Grant Date: 07/06/1994 App Date: 29/07/991 Applicant: The Glacier Metal Company Limited Dese. Title: Twisted Laminations FEDERAL-MOGUL CORPORATION, ET AI. 767 702 Dccision and Order Case Ref: P/2217.1P Country: Japan Patent No: Pending App No: 28304/92 Grant Date: Pending App Date: 14/02/1992 Applicant: The Glacier Metal Company Limited Dese. Title: Magnetic Bearing Shaft Case Ref: P/22I7.US2 Country: United States Patent No: 5272403 App No: 07/987 564 Grant Date: 21/12/1 993 App Date: 15/02/1 991 Applicant: The Glacier Metal Company Limited Dese. Title: Magnetic Bearing Shaft Case Ref: 1'/2218.11' Country: Japan Patent No: Pending App No: 28305/92 Grant Date: Pending App Date: 14/0211992 Applicant: The Glacier Metal Company Limited Desc. Title: Magnetic Bearing Case Ref: P/2218.US Country: United States Patent No: 5231323 App No: 07/829265 Grant Date: 27/071993 App Date: 03/02/1 992 Applicant: The Glacier Metal Company Limited Desc. Title: Magnetic Bearing Case Ref: P/2257.GB2 Country: United Kingdom Patent :'0: 2260790 App No: 9222034.2 Grant Date: 05/04/1 995 App Date: 20/1 0/1 992 Applieant: The Glacier Metal Company Limited Desc. Title: Etched Mosaic Case Ref: P/2303. CH Country: EP (Switzerland) Patent No: 0580201 App No: 93201915. 1 Grant Date: 24/04/1 996 App Date: 01/071993 Applicant: The Glacier Metal Company Limited Desc. Title: Mag Brg Integral Fluid Back Case Ref: P12303.DE Country: EP (Germany) Patent No: 69302334. 1 App No: 93201915. 1 Grant Date: 24/0411996 App Date: 01/07/1 993 Applicant: The Glacier Metal Company Limited Dese. Title: Mag Brg Integral Fluid Back up Case Ref: P/2303.FR Country: EP (France) Patent No: 0580201 App No: 93201915. 1 Grant Date: 24/04/1996 App Date: 01/071993 Applicant: The Glacier Metal Company Limited Dese. Title: Mag Brg Integral Fluid Back up Case Ref: P/2303.GB Country: United Kingdom Patent No: 2268984 App No: 9215691.8 Grant Date: 03/04/1996 App Date: 23/071992 Applicant: The Glacier Metal Company Limited Dese. Title: Mag Brg Integral Fluid Back Case Ref: P/2303.I Country: EP (Italy) Patent No: 0580201 App No: 93201915. 1 Grant Date: 24/04/1996 App Date: 01/071993 Applicant: The Glaclcr Metal Company Limited Desc. Title: Mag Brg Integral Fluid Back up Case Ref: P/2303.1P Country: Japan Patent ,"0: Pending App No: 181103/93 Grant Date: Pending App Date: 22/07/1 993 Applicant: The Glacier Metal Company Limited Dese. Title: Mag Brg Integral Fluid Back up Decision and Order 126 FTC. Case Ref: P/2303.sE Country: EP (Sweden) Patent No: 0580201 App No: 93201915. 1 Grant Date: 24/04/1996 App Date: 01/071993 Applicant: The Glacier Metal Company Limited Dese. Title: Mag Brg Integral Fluid Back up Case Ref: P/2303.US Country: United States Patent No: 5 355 040 App No: 08/091 189 Grant Date: 11/10/1994 App Date: 14/071993 Applieant: The Glacier Metal Company Limited Dese. Title: Mag Brg Integral Fluid Back up Case Ref: P/2304.CH Country: EP (Switzerland) Patent No: 0580202 App No: 93201916. 9 Grant Date: 17/0411996 App Date: 011071993 Applicant: The Glacier Metal Company Limited Dese. Title: Mag Brg Separate Fluid Back-up Case Ref: P/2304.DE Country: EP (Gennany) Patent No: 69302235.3 App No: 93201916. 9 Grant Date: 17/0411994 App Date: 0110711993 Applieant: The Glacier Metal Company Limited Desc. Title: Mag Brg Separate Fluid Back- Case Ref: P/2304.FR Country: EP (France) Patent No: 0580202 App No: 93201916. 9 Grant Date: 2410411996 App Date: 01/071993 Applicant: The Glacier Metal Company Limited Dese. Title: Mag Brg Separate Fluid Back-up Case Ref: P/2304.GB Country: United Kingdom Patent No: 2268983 App No: 9215620. 7 Grant Date: 03/0411996 App Date: 23/071992 Applieant: The Glacier Metal Company Limited Desc. Title: Mag Brg Separate Fluid Back-up Case Ref: P/2304.1T Country: EP (Italy) Patent No: 0580202 App No: 93201916. 9 Grant Date: 17/0411996 App Date: 0110711993 Applieant: The Glacier Metal Company Limited Dese. Title: Mag Brg Separate Fluid Back-up Case Ref: P/2304.JP Country: Japan Patent No: Pending App No: 181104/93 Grant Date: Pending App Date: 22/071993 Applieant: The Glacier Metal Company Limited Dese. Title: Mag Brg Separate Fluid Back-up Case Ref: P/2304.SE Country: EP (Sweden) Patent No: 0580202 App No: 93201916. 9 Grant Date: 17/04/1996 App Date: 011071993 Applieant: The Glacier Metal Company Limited Dese. Title: Mag Brg Separate Fluid Back- Case Ref: P/2304.US Country: United States Patent ;\0: 5345127 App No: 08/091 184 Grant Date: 06/09/1994 App Date: 14/0711993 Applieant: The Glacier Metal Company Limited Desc. Title: Mag Brg Separate Fluid Back-up Case Ref: P/2312.CH Country: EP (Switzerland) Patent No: 0584846 App No: 93202026. 6 Grant Date: 09/1 011996 App Date: 09/071993 Applicant: The Glacier Metal Company Limited Desc. Title: Radially Offset Stator Pole FEDERAL-MOGUL CORPORATION, ET AI. 769 702 Decision and Order Case Ref: P/2312.DE Country: EP (Gennany) Patent ;'0: 69305294. 5 App No: 93202026.6 Grant Date: 09/l0/l996 App Date: 09/07/993 Applieant: The Glacier Metal Company Limited Dese. Title: Radially Offset Stator Pole Case Ref: P/2312.FR Couutry: EP (France) Patent No: 0584846 App No: 93202026. 6 Grant Date: 09/l0/l996 App Date: 09/07/993 Applicant: The Glacier Metal Company Limited Desc. Title: Radially Offset Stator Pole Case Ref: P/2312.GB Country: United Kingdom Patent No: 2269862 App No: 9217905.0 Grant Date: 08/05/l996 App Date: 22/08/l992 Applicant: The Glacier Metal Company Limited Desc. Title: Radially Offset Stator Polc Case Ref: P/2312.1 Country: EP (Italy) Patent No: 0584846 App No: 93202026.6 Grant Date: 09/l 0/1996 App Date: 09/07/993 Applicant: The Glacier Metal Company Limited Dese. Title: Radially Offset Stator Pole Case Ref: P/2312JP Country: Japan Patent No: Pending App No: 205956/93 Grant Date: Pending App Date: 20/08/l993 Applicant: The Glacier Metal Company Limited Desc. Title: Radially Offset Stator Pole Case Ref: P/2312.SE Country: EP (Sweden) Patent No: 0584846 App No: 93202026.6 Grant Date: 09/l 0/l996 App Date: 09/07/993 Applicant: The Glacier Metal Company Limited Desc. Title: Radially Offset Stator Pole Case Ref: P/2312.US Country: United States Patent No: 5406157 App No: 08090700 Grant Date: 11/04/l995 App Date: 13/07/993 Applieant: The Glacicr Metal Company Limited Dese. Title: Radially Offset Stator Pole Case Ref: P/2343.GB Country: United Kingdom Patent No: 2276681 App No: 9306923.5 Grant Date: 24/01/l996 App Date: 02/04/l993 Applicant: The Glacier Metal Company Limited Desc. Title: Sprung-apart Floating Seal Case Ref: P/2421JP Country: Japan Patent No: Pending App No: 504168/96 Grant Date: Pending App Date: 28/06/l995 Applicant: The Glacier Metal Company Limited Desc. Title: Brg backup Tin&Cu Heat Conduct Case Ref: P/242 I .US Country: United States Patent :"0: 5693994 App No: 08/765,065 Grant Date: 02l2/l997 App Date: 28/06/l995 Applicant: The Glacier Metal Company Limited Desc. Title: Erg backup Tin&Cu Hcat Conduct Case Ref: P/2422JP Country: Japan Patent No: Pending App No: 504787/96 Grant Date: Pending App Date: 10/07/l995 Applicant: Glacicr RPB Inc. Desc. Title: Axial Gas Damper Case Ref: P/2422.US Country: United States Patent No: 5 548 170 App No: 08/274 432 Grant Date: 20/08/l996 App Date: 13/07/l994 Applicant: Glacier RPB Inc. Desc. Title: Axial Gas Damper Decision and Order 126 FTC. Case Ref: P/2428.CH Country: EP (Switzerland) Patent No: 0774080 App No: 95925946. 2309 Grant Date: 24/0611998 App Date: 24/071995 Applicant: The Glacier Metal Company Limited Desc. Title: Hemispherical Journal Pad Case Ref: P/2428.DE Country: EP (Gennany) Patent No: 695 03 138.4 App No: 95925946. 6 Grant Date: 24/0611998 App Date: 24/0711995 Applicant: The Glacier Metal Company Limited Desc. Title: Hemispherical Journal Pad Case Ref: P/2428.FR Country: EP (France) Patent No: 0774080 App No: 95925946. 6 Grant Date: 24/0611998 App Date: 24/071995 Applicant: The Glacier Metal Company Limited Dese. Title: Hemispherical Journal Pad Case Ref: P/2428.GB Country: United Kingdom Patent No: 2292192 App No: 9415964. 7 Grant Date: 1011211997 App Date: 06/0811994 Applicant: The Glacier Metal Company Limited Desc. Title: Hemispherical Journal Pad Case Ref: P/2428.I Country: EP (Italy) Patent No: 0774080 App No: 95925946. 2309 Grant Date: 24/0611998 App Date: 24/0711995 Applicant: The Glacier Metal Company Limited Desc. Title: Hemispherical Journal Pad Case Ref: P/2428.JP Country: Japan Patent No: Pending App No: 507089/96 Grant Date: Pending App Date: 24/0711995 Applicant: The Glacier Metal Company Limited Dese. Title: Hemispherical Journal Pad Case Ref: P12428.NL Country: EP (!\etherlands) Patent No: 0774080 App No: 95925946. 2309 Grant Date: 24/0611998 App Date: 24/0711995 Applieant: The Glacier Metal Company Limited Desc. Title: Hemispherical Journal Pad Case Ref: P/2428.SE Country: EP (Sweden) Patent No: 0774080 App No: 95925946. 2309 Grant Date: 24/0611998 App Date: 24/0711995 Applieant: The Glacier Metal Company Limited Desc. Title: Hemispherical Journal Pad Case Ref: P/2428.US Country: United States Patent No: 5743657 App No: 08/793, 012 Grant Date: 28/0411998 App Date: 24/071995 Applieant: Thc Glacier Metal Company Limited Desc. Title: Hemispherical Journal Pad Case Ref: P/2435.JP Country: Japan Patent No: Pending App No: 511486/96 Grant Date: Pending App Date: 15/0911995 Applicant: Glacier RPB Inc. Desc. Title: Radial Gas Damper Case Ref: P/2435.US Country: United States Patent No: 5 584 463 App No: 08/293 920 Grant Date: 171211996 App Date: 29/0911994 Applicant: Glacier RPB Inc. Dcse. Title: Radial Gas Damper FEDERAL-MOGUL CORPORA TION, ET AI. 771 702 Decision and Order Case Ref: P/2436.JP Country: Japan Patent No: Pending App No: 51 j 481/96 Grant Date: Pending App Date: 15/09/1995 Applicant: Glacier RPB Inc. Desc. Title: Active Axial Gas Damper Case Ref: P/2436.GB EP Country: (United Kingdom) Patent No: 0783635 App No: 95931323.0 Grant Date: 12/08/98 App Date: 15/09/95 Applicant: Glacier RPB Inc. Dese. Title: Radial Gas Damper Case Ref: P/2436.US Country: United States Patent No: 5 578, 881 App No: 08/313 600 Grant Date: 6/11/1996 App Date: 29/09/1994 Applieant: Glacier RPB Inc. Desc. Title: Active Axial Gas Damper Case Ref: P/2447.EP Country: Europ Pat Offce Patent No: Pending App No: 95937115.4-2309 Grant Date: Pending App Date: 27/111995 Applicant: The Glacier Metal Company Limited Desc. Title: Vertical Brg Viscosity Pump Case Ref: P/2447.GB Country: United Kingdom Patent No: 2295864 App No: 9424592. 5 Grant Date: 01/07/1998 App Date: 06/12/1994 Applieant: The Glacier Metal Company Limited Desc. Title: Vertical Brg Viscosity Pump Case Ref: P/2447.JP Country: Japan Patent No: Pending App No: 517389/96 Grant Date: Pending App Date: 27/1111995 Applicant: The Glacier Metal Company Limited Desc. Title: Vertical Srg Viscosity Pump Case Ref: P/2447.US Country: United States Patent No: Pending App No: 08/849 190 Grant Date: Pending App Date: 27/11/1995 Applicant: The Glacier Metal Company Limited Desc. Title: Vertical Brg Viscosity Pump Case Ref: P/2479.EP Country: Euro Pat Offce Patent No: Pending App No: 96922133. 1270 Grant Date: Pending App Date: 02/07/996 Applicant: The Glacier Metal Company Limited Desc. Title: Separate Bias & Control Coils Case Ref: P/2479.GB Country: United Kingdom Patent No: Pending App No: 9514420.0 Grant Date: Pending App Date: 02/07/996 Applicant: The Glacier Metal Company Limited Dese. Title: Separate Bias & Control Coils Case Ref: P/2479.JP Country: Japan Patent No: Pending App No: 506387/97 Grant Date: Pending App Date: 02/07/1996 Applicant: The Glacier Metal Company Limited Desc. Title: Separate Bias & Control Coils Case Ref: P/2479.US Country: United States Patent No: Pending App No: 08/983 458 Grant Date: Pending App Date: 2/07/996 Applieant: Inventor(s) Pending Assignment Desc. Title: Separate Bias & Control Coils Decision and Order 126 FTC. Case Ref: P/2488.US Country: United States Patent No: 5698917 App No: App Date: 25/0911995 Applicant:08/533 203 Grant Date: 1611211997 Glacier RPB Inc. Desc. Title: Pressure Canning Arrangement Case Ref: P/2499.EP Country: Euro Pat Office Patent No: Pending App No: 96940042. 2309 Grant Date: Pending App Date: 02/12/1996 Applieant: The Glacier Metal Company Limited Dese. Title: Tilting Pad With Shim Case Ref: P/2499.GB2 Country: United Kingdom Patent No: Pending App No: 9625030.3 Grant Date: Pending App Date: 02/12/1996 Applicant: The Glacier Metal Company Limited Desc. Title: Tilting Pad With Shim Case Ref: P12499. SG Country: Singapore Patent No: Pending App No: PCT/GB96/02969 Grant Date: Pending App Date: 02/12/1996 Applicant: The Glacier Metal Company Limited Desc. Title: Tilting Pad With Shim Case Ref: P/2499.US Country: United States Patent No: Pending App No: 09/077918 Grant Date: Pending App Date: 02/12/1996 Applicant: The Glacier Metal Company Limited Desc. Title: Tilting Pad With Shim Case Ref: P/2499.WO Country: WIPO - Inti Pat Patent !'o:Pending App No: PCT/GB96/02969 Grant Date: Pending App Date: 02/12/1996 Applicant: The Glacier Metal Company Limited Desc. Title: Tilting Pad With Shim Case Ref: P/2514.EP Country: Euro Pat Offce Patent No: Pending App !'o: 97902478.3 Grant Date: Pending App Date: 06/02/1997 Applicant: The Glacier Metal Company Limited Desc. Title: Axial Rate Inductive Sensor Case Ref: P/2514.GB2 Country: United Kingdom Patent No: Pending App No: 9702416.0 Grant Date: Pending App Date: 06/02/1 997 Applicant: The Glacier Metal Company Limited Desc. Title: Axial Rate Inductive Sensor Case Ref: P/2514.JP Country: Japan Patent No: Pending App No: PCT/GB97/00325 Grant Date: Pending App Date: 06/021997 Applicant: The Glacier Metal Company Limited Desc. Title: Axial Rate Inductive Sensor Case Ref: P/2514.US Country: United States Patent No: Pending App No: PCT/GB97/00325 Grant Date: Pending App Date: 06/02/1 997 Applieant: The Glacier Metal Company Limited Desc. Title: Axial Rate Inductive Sensor Case Ref: P/2514.WO Country: WIPO - Inti Pat Patent No: Pending App No: PCT/GB97/00325 GrantDate: Pending App Date: 06/0211997 Applicant: The Glacicr Metal Company Limited Desc. Title: Axial Rate Inductive Sensor FEDERAL-MOGUL CORPORATION, ET AI. 773 702 Decision and Order Case Ref: P/2531.GB Country: United Kingdom Patent No: Pending App No: 9614601.4 Grant Date: Pending App Date: 01/071996 Applicant: T &:- Technology Limited Desc. Title: Bore Cutter Case Ref: P/2531.WO Country: WI PO - Inti Pat Patent No: Pending App No: PCT/GB97/01827 Grant Date: Pending App Date: /04/07/1997 Applicant: T &N Technology Limited Dese. Title: Bore Cutter Case Ref: P/2586.GB Country: United Kingdom Patent No: Pending App No: 9709164.9 Grant Date: Pending App Date: 07/05/1997 Applicant: The Glacier Metal Company Limited Desc. Title: Tilt Pad Progressive Springs Case Ref: P/2586.WO Country: WIPO - Inti Pat Patent No: Pending App No: PCT/GB98/00983 Grant Date: Pending App Date: 02/04/1998 Applicant: The Glacier Metal Company Limited Desc. Title: Tilt Pad Progressive Springs Case Ref: P/3003.DE Country: Germany Patent No: 19532750 App No: 19532750. 25 Grant Date: 171 0/1996 App Date: 05/09/1995 Applicant: Glacier Gmbh - Sollinger Hutte Desc. Title: Rubber Seal Case Ref: P/3003.EP Country: Euro Pat Office Patent No: Pending App No: 95116990.3 Grant Date: Pending App Date: 27/1 0/1995 Applicant: Glacier Gmbh - Sollinger Hutte Desc. Title: Rubber Seal Case Ref: P/3004.DE Country: Germany Patent No: 4425037 App No: 4425037. 25 Grant Date: 23/11/1995 App Date: 15/071994 Applicant: Glacier Gmbh - Sollinger Hutte Dese. Title: Elastomeric Spring Case Ref: P/3004.EP Country: Euro Pat Office Patent No: Pending App No: 95109739.3 Grant Date: Pending App Date: 22/06/1995 Applicant: Glacier Gmbh - Sollinger Hutte Desc. Title: Elastomeric Spring Case Ref: P/3004.HU Country: Hungary Patent No: Pending App No: 1'9502106 Grant Date: Pending App Date: 11/07/1995 Applieant: Glacier Gmbh - Sollinger Hutte Desc. Title: Elastomeric Spring Case Ref: P/3004.PL Country: Poland Patent No: Pending App No: P309443 Grant Date: Pending App Date: 30/06/1995 Applicant: Glacier Gmbh - Sollinger Hutte Desc. Title: Elastomeric Spring Decision and Order 126 F. APPENDIX XI Field of Use General License Restrictions: Federal-Mogul' s rights under these patents will be limited to exploitation of the teachings of the patent only in relation to Non-Automotive Heavywall Bearings. The license will be non-exclusive and royalty-free for the life of the patents. The license will not require the transfer of any technical assistance of know-how relating to the patents. The license will be assignable or transferable only to Federal-Mogul facilities dedicated to the manufacture of Non-Automotive Heavywall Bearings. Patent P/12: In addition to the General License Restrictions above the license for patent P/l2 will prohibit use at any plant which Federal-Mogul at anytime uses for manufacture of Thin wall Bearings that are not Non-Automotive Heavywall Bearings. No materials manufacturing rights will be granted under this license. Rather, the rights to be granted to Federal-Mogul under this license are the rights to take alloy compositions to which Federal-Mogul otherwise has rights, bond the alloy to steel, and perform heat treatment on the bonded material. Beginning six months after the Divestiture Date Federal-Mogul will not be permitted to use the "AS 124" name, or any name with the prefix "AS" orthe suffx " 124", in connection with any Thinwall Bearings, any Non-Automotive Heavywall Bearings, or any other bearings.

Patent P/686: In addition to the General License Restrictions above the license for P/686 will prohibit use at any plant which Federal- Mogul at any time uses for manufacture of Thin wall Bearings that are not Non-Automotive Heavywall Bearings. Beginning six months after the Divestiture Date, Federal-Mogul will not be permitted to use the "ASI04" name, or any name with the prefix "AS" or the suffx 104 " in connection with any Thinwall Bearings, any Non- Automotive Heavywall Bearings, or any other bearings. DEL PHARMACEUTICALS, INC., ET AI. 775 775 Complaint