FEDERAL MOGUL CORP
SECOND AMENDED & RESTATED TRUST AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>SECOND AMENDED & RESTATED TRUST AGREEMENT
<TEXT>

<PAGE>

                                                                  EXECUTION COPY


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                  SECOND AMENDED AND RESTATED TRUST AGREEMENT

                         Dated as of December 29, 2000

                                     among

                           FEDERAL-MOGUL CORPORATION,

          THE SUBSIDIARIES OF FEDERAL-MOGUL CORPORATION PARTIES HERETO

                                      and

                           FIRST UNION NATIONAL BANK,
                                   as Trustee



================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
PREAMBLE.....................................................................................................   1


DECLARATION OF TRUST:........................................................................................   4


SECTION 1.     DEFINED TERMS..................................................................................  5

         1.1   Definitions....................................................................................  5

SECTION 2.     ACCELERATION OF SECURED OBLIGATIONS............................................................ 12

         2.1   Notices of Acceleration........................................................................ 12
         2.2   General Authority of the Trustee over the Collateral........................................... 13
         2.3   Right to Initiate Judicial Proceedings......................................................... 13
         2.4   Right to Appoint a Receiver.................................................................... 13
         2.5   Exercise of Powers; Instructions of Required Secured Parties and Required Other
               Collateral Secured Parties..................................................................... 14
         2.6   Remedies Not Exclusive......................................................................... 14
         2.7   Waiver and Estoppel............................................................................ 15
         2.8   Limitation on Trustee's Duty in Respect of Collateral.......................................... 15
         2.9   Limitation by Law.............................................................................. 16
         2.10  Rights of Secured Parties under Secured Instruments............................................ 16

SECTION 3.     COLLATERAL ACCOUNT; DISTRIBUTIONS.............................................................. 16

         3.1   The Collateral Account......................................................................... 16
         3.2   Control of Collateral Account.................................................................. 17
         3.3   Investment of Funds Deposited in Collateral Account............................................ 17
         3.4   Application of Moneys.......................................................................... 17
         3.5   Application of Moneys Distributable to Public Debt Trustee and Surety Parties.................. 20
         3.6   Trustee's Calculations......................................................................... 21
         3.7   Pro Rata Sharing............................................................................... 21

SECTION 4.     AGREEMENTS WITH TRUSTEE........................................................................ 21

         4.1   Delivery of Secured Instruments................................................................ 21
         4.2   Information as to Secured Parties, Administrative Agent and Public Debt Trustee................ 22
         4.3   Compensation and Expenses...................................................................... 22
         4.4   Stamp and Other Similar Taxes.................................................................. 23
         4.5   Filing Fees, Excise Taxes, Etc................................................................. 23
         4.6   Indemnification................................................................................ 23
         4.7   Trustee's Lien................................................................................. 24
</TABLE>

                                       ii
<PAGE>

<TABLE>
         <S>      <C>                                                                                          <C>
         4.8   Further Assurances............................................................................. 24

SECTION 5.     THE TRUSTEE.................................................................................... 24

         5.1   Acceptance of Trust............................................................................ 24
         5.2   Exculpatory Provisions......................................................................... 24
         5.3   Delegation of Duties........................................................................... 25
         5.4   Reliance by Trustee............................................................................ 25
         5.5   Limitations on Duties of Trustee............................................................... 26
         5.6   Moneys to be Held in Trust..................................................................... 27
         5.7   Resignation and Removal of the Trustee......................................................... 27
         5.8   Status of Successor Trustee.................................................................... 28
         5.9   Merger of the Trustee.......................................................................... 28
         5.10  Co-Trustee; Separate Trustee................................................................... 28
         5.11  Treatment of Payee or Indorsee by Trustee; Representatives of Secured Parties.................. 30

SECTION 6.     MISCELLANEOUS.................................................................................. 30

         6.1   Notices........................................................................................ 30
         6.2   No Waivers..................................................................................... 31
         6.3   Amendments, Supplements and Waivers............................................................ 31
         6.4   Headings....................................................................................... 32
         6.5   Severability................................................................................... 32
         6.6   Successors and Assigns......................................................................... 32
         6.7   Currency Conversions........................................................................... 32
         6.8   Governing Law.................................................................................. 32
         6.9   Counterparts................................................................................... 32
         6.10  Termination.................................................................................... 32
         6.11  New Obligors................................................................................... 33
         6.12  Inspection by Regulatory Agencies.............................................................. 33
         6.13  Confidentiality................................................................................ 34
         6.14  Submission to Jurisdiction; Waivers............................................................ 34
         6.15  WAIVERS OF JURY TRIAL.......................................................................... 34
</TABLE>


EXHIBITS

         A     Form of Notice of Acceleration
         B     Form of Assumption Agreement

                                      iii
<PAGE>

          SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 29,
2000, among FEDERAL-MOGUL CORPORATION, a Michigan corporation (the "Company"),
                                                                    -------
the subsidiaries of the Company from time to time parties hereto (together with
the Company, the "Obligors") and FIRST UNION NATIONAL BANK, a national banking
                  --------
association, as trustee (the "Trustee").
                              -------

                             W I T N E S S E T H:
                             - - - - - - - - - -

          WHEREAS, the Company, the Obligors and the Trustee are parties to the
Amended and Restated Trust Agreement, dated as of February 24, 1999 (the
"Existing First Union Trust Agreement");
 ------------------------------------

          WHEREAS, the Existing First Union Trust Agreement provides for the
Trustee to hold the Trust Security Documents and the Collateral provided for
therein as security for the Obligations (such capitalized terms being used as
defined in the Existing First Union Trust Agreement); and

          WHEREAS, the Credit Agreement (as defined in the Existing First Union
Trust Agreement) is being amended and restated in its entirety pursuant to the
Credit Agreement (as defined below), and it is a condition precedent to the
effectiveness of such amendment and restatement that the Existing First Union
Trust Agreement be amended and restated to reflect such amendment and
restatement of the Credit Agreement and to provide that certain Hedge
Agreements, certain Surety Bond Obligations and certain Cash Management
Obligations be secured by security interests in the Collateral;

          NOW, THEREFORE, pursuant to subsection 6.3(a) of the Existing First
Union Trust Agreement, the Existing First Union Trust Agreement is hereby
amended and restated in its entirety as follows:

                             DECLARATION OF TRUST:

          In order to secure the payment of the Secured Obligations (such term
and certain other capitalized terms used hereinafter being defined in subsection
1.1) and in consideration of the premises and the mutual agreements set forth
herein, the Trustee does hereby declare that it holds and will hold as trustee
in trust under this Trust Agreement all of its right, title and interest in, to
and under the Trust Security Documents and the collateral granted to the Trustee
thereunder whether now existing or hereafter arising (and the Obligors do hereby
consent thereto).

          TO HAVE AND TO HOLD the Trust Security Documents and the entire
Collateral (the right, title and interest of the Trustee in the Trust Security
Documents and the Collateral being hereinafter referred to as the "Trust
                                                                   -----
Estate") unto the Trustee and its successors in trust under this Trust Agreement
------
and its assigns forever.

          IN TRUST NEVERTHELESS, under and subject to the conditions herein set
forth and for the benefit of the Secured Parties, and for the enforcement of the
payment of all Secured Obligations, and as security for the performance of and
compliance with the covenants

                                       4
<PAGE>

and conditions of this Trust Agreement, each of the Secured Instruments and each
of the Trust Security Documents.

          PROVIDED, HOWEVER, that these presents are upon the condition that if
the Obligors, their successors or assigns, shall satisfy the conditions set
forth in subsection 6.10, then this Trust Agreement, and the estates and rights
hereby assigned, shall cease, determine and be void; otherwise they shall remain
and be in full force and effect.

          IT IS HEREBY FURTHER COVENANTED AND DECLARED, that the Trust Estate is
to be held and applied by the Trustee, subject to the further covenants,
conditions and trusts hereinafter set forth.

                                  SECTION 1.

                                 DEFINED TERMS

          1.1  Definitions. (a) Unless otherwise defined herein, terms defined
          ----------------
  in the Credit Agreement and used herein shall have the meanings given to them
  in the Credit Agreement.

          (b) The following terms shall have the respective meanings set forth
              below:

          "Administrative Agent" shall mean The Chase Manhattan Bank, in its
           --------------------
     capacity as Administrative Agent under the Credit Agreement, and any
     successor Administrative Agent appointed thereunder.

          "Borrower" shall mean any Borrower referred to in the Credit
           --------
     Agreement.

          "Cash Equivalents" shall mean (i) securities with maturities of one
           ----------------
     year or less from the date of acquisition issued or fully guaranteed or
     insured by the United States Government or any agency thereof, (ii)
     certificates of deposit and eurodollar time deposits with maturities of one
     year or less from the date of acquisition and overnight bank deposits of
     any Lender or of any commercial bank having capital and surplus in excess
     of $500,000,000, (iii) repurchase obligations of any Lender or of any
     commercial bank satisfying the requirements of clause (ii) of this
     definition, having a term of not more than 30 days with respect to
     securities issued or fully guaranteed or insured by the United States
     Government, (iv) commercial paper of a domestic issuer rated at least A-2
     by Standard & Poor's Rating Services ("S&P") or P-2 by Moody's Investors
                                            ---
     Service, Inc. ("Moody's"), (v) securities with maturities of one year or
                     -------
     less from the date of acquisition issued or fully guaranteed by any state,
     commonwealth or territory of the United States, by any political
     subdivision or taxing authority of any such state, commonwealth or
     territory or by any foreign government, the securities of which state,
     commonwealth, territory, political subdivision, taxing authority or foreign
     government (as the case may be) are rated at least A by S&P or A by Moody's
     (or an equivalent rating for such foreign securities), (vi) securities with
     maturities of one year or less from the date of acquisition backed by
     standby letters of credit issued by any Lender or any commercial bank
     satisfying the requirements of clause (ii) of this definition or (vii)

                                       5
<PAGE>

     shares of money market mutual or similar funds which invest exclusively in
     assets satisfying the requirements of clauses (i) through (vi) of this
     definition.

          "Cash Management Obligations": all obligations and liabilities of the
           ---------------------------
     Company and its Subsidiaries (whether directly or as a guarantor) owed to
     any Lender, any Lender Affiliate or the Administrative Agent arising under
     or in connection with treasury, depositary and cash management services or
     arrangements or in connection with any automated clearinghouse transfer of
     funds services or arrangements.

          "Collateral" shall mean, collectively, all collateral in which the
           ----------
     Trustee is granted a security interest pursuant to any Trust Security
     Document.

          "Collateral Account" shall have the meaning assigned in subsection
           ------------------
     3.1.

          "Credit Agreement" shall mean the Fourth Amended and Restated Credit
           ----------------
     Agreement, dated as of December 29, 2000, among the Company, the Foreign
     Subsidiary Borrowers parties thereto, the Lenders parties thereto and The
     Chase Manhattan Bank, as Administrative Agent, as the same may be amended,
     amended and restated, supplemented or otherwise modified from time to time.

          "Credit Agreement Obligations" shall mean, collectively, (i) (a) the
           ----------------------------
     unpaid principal of and interest on the Loans, the Reimbursement
     Obligations and all other obligations and liabilities of the Borrowers to
     the Administrative Agent or any Lender (including, without limitation,
     interest accruing at the then applicable rate provided in the Credit
     Agreement after the maturity of the Loans outstanding thereunder and
     interest accruing at the then applicable rate provided in the Credit
     Agreement after the filing of any petition in bankruptcy, or the
     commencement of any insolvency, reorganization or like proceeding, relating
     to any Borrower, whether or not a claim for post-filing or post-petition
     interest is allowed in such proceeding), whether direct or indirect,
     absolute or contingent, due or to become due, or now existing or hereafter
     incurred, which may arise under, out of, or in connection with, the Credit
     Agreement, this Trust Agreement, any Notes, any Letter of Credit or any
     other Loan Document or any other document made, delivered or given in
     connection therewith, (b) all obligations and liabilities of the Company or
     any of its Subsidiaries to any Lender or Lender Affiliate (including,
     without limitation, interest accruing at the then applicable rate provided
     in any Secured Hedge Agreement after the maturity of any amount payable
     thereunder and interest accruing at the then applicable rate provided in
     any Secured Hedge Agreement after the filing of any petition in bankruptcy,
     or the commencement of any insolvency, reorganization or like proceeding,
     relating to the Company or any of its Subsidiaries, whether or not a claim
     for post-filing or post-petition interest is allowed in such proceeding),
     whether direct or indirect, absolute or contingent, due or to become due,
     or now existing or hereafter incurred, which may arise under, out of, or in
     connection with, any Secured Hedge Agreement or any document made,
     delivered or given in connection therewith, and (c) all Cash Management
     Obligations, in each case whether the obligations and liabilities described
     in any of the foregoing clauses (a), (b) or (c) are on account of
     principal, interest, reimbursement obligations, fees, indemnities, costs,
     expenses or otherwise (including, without limitation, all fees and
     disbursements of counsel to the Administrative Agent or to the Lenders or
     Lender Affiliates that are required to be paid by the Company

                                       6
<PAGE>

     or any of its Subsidiaries pursuant to the terms of any of the foregoing
     agreements) and (ii) the Guarantor Credit Agreement Obligations.

          "Distribution Date" shall mean each date fixed by the Trustee for a
           -----------------
     distribution to the Secured Parties of funds held in the Collateral
     Account, the first of which shall be within 120 days after the Trustee
     receives a Notice of Acceleration and the remainder of which shall be
     monthly thereafter on the day of the month corresponding to the first
     Distribution Date (or, if there be no such corresponding day, the last day
     of such month) provided that if any such day is not a business day, such
     Distribution Date shall be the next business day.

          "First Priority Secured Obligations":  without duplication, (a) with
           ----------------------------------
     respect to the Company, all Credit Agreement Obligations owing (i) under
     the Credit Agreement and the other Loan Documents to the Lenders in respect
     of the New Money Facilities in an aggregate principal amount not exceeding
     $375,000,000 and (ii) to any Lender, or any Lender Affiliate, in respect of
     any Specified Hedge Agreement; provided, that the maximum amount of First
                                    --------
     Priority Secured Obligations relating to any Specified Hedge Agreement
     shall not exceed the Hedge Agreement Cap Amount relating to such Specified
     Hedge Agreement; and (b) with respect to each Obligor other than the
     Company, such Obligor's Guarantor Credit Agreement Obligations owing (i)
     under the Subsidiary Guarantee and the other Loan Documents to the Lenders
     in respect of the New Money Facilities in an aggregate principal amount not
     exceeding $375,000,000 and (ii) to any Lender, or any Lender Affiliate, in
     respect of any Specified Hedge Agreement; provided, that the maximum amount
                                               --------
     of First Priority Secured Obligations relating to any Specified Hedge
     Agreement shall not exceed the Hedge Agreement Cap Amount relating to such
     Specified Hedge Agreement.

          "Governmental Authority" shall mean any nation or government, any
           ----------------------
     state, or other political subdivision thereof and any entity exercising
     executive, legislative, judicial, regulatory or administrative functions of
     or pertaining to government.

          "Guarantor Credit Agreement Obligations" shall mean, with respect to
           --------------------------------------
     any Obligor other than the Company, all obligations and liabilities of such
     Obligor which may arise under or in connection with the Subsidiary
     Guarantee to which it is a party or any Trust Security Document or other
     Loan Document to which such Obligor is a party, in each case whether on
     account of guarantee obligations, reimbursement obligations, fees,
     indemnities, costs, expenses or otherwise (including, without limitation,
     all fees and disbursements of counsel to the Administrative Agent or the
     Lenders that are required to be paid by such Obligor pursuant to the terms
     of any Trust Security Document or any other Loan Document).

          "Guarantor Surety Bond Obligations" shall mean with respect to any
           ---------------------------------
     Obligor, all obligations and liabilities of such Obligor which may arise
     under or in connection with any Surety Bond Guarantee to which such Obligor
     is a party, in each case whether on account of guarantee obligations,
     reimbursement obligations, fees, indemnities, costs, expenses or otherwise
     (including, without limitation, all fees and disbursements of counsel to
     the relevant Surety Party that are required to be paid by such Obligor
     pursuant to the terms of any Surety Bond Document).

                                       7
<PAGE>

          "Hedge Agreement Basket Amount" shall mean, initially $5,000,000, as
           -----------------------------
     such amount may be increased pursuant to Section 15.19 of the Credit
     Agreement.

          "Hedge Agreement Cap Amount" shall mean, in respect of any Specified
           --------------------------
     Hedge Agreement, an amount equal to the amount of the Hedge Agreement
     Basket Amount allocated to such Specified Hedge Agreement in the manner
     provided in Section 15.19 of the Credit Agreement.

          "Holder Representative" shall mean (i) in respect of the Public Debt
           ---------------------
     Obligations, the relevant Public Debt Trustee, (ii) in respect of the
     Credit Agreement Obligations, the Administrative Agent and (iii) in respect
     of the Surety Bond Obligations, the relevant Surety Party.

          "Holders" shall mean the holders of the Public Debt Obligations
           -------
     (including, when the context permits, the relevant Public Debt Trustee
     acting on behalf of such holders).

          "Lender" shall mean any Lender referred to in the Credit Agreement.
           ------

          "New Money Facilities":  the collective reference to the Supplemental
           --------------------
     Revolving Credit Facility and the Tranche C Term Loans.

          "1994 Indenture" shall mean the Indenture, dated as of August 12,
           --------------
     1994, between the Company and U.S. Bank Trust National Association, as
     successor to Continental Bank, as trustee, as amended, supplemented or
     otherwise modified from time to time.

          "1994 Public Debt Securities" shall mean the securities issued under
           ---------------------------
     the 1994 Indenture.

          "1998 Public Debt Securities" shall mean the securities issued under
           ---------------------------
     the 1998 Supplemental Indenture.

          "1998 Supplemental Indenture" shall mean the First Supplemental
           ---------------------------
     Indenture, dated June 30, 1998, to the Indenture, dated as of June 29,
     1998, among the Company, certain of its subsidiaries, and The Bank of New
     York, as trustee, as amended, supplemented or otherwise modified from time
     to time.

          "1999 Indenture" shall mean the Indenture, dated as of January 20,
           --------------
     1999, among the Company, certain of its subsidiaries, and The Bank of New
     York, as trustee, as amended, supplemented or otherwise modified from time
     to time.

          "1999 Public Debt Securities" shall mean the securities issued under
           ---------------------------
     the 1999 Indenture.

          "Notice of Acceleration" shall mean a written notice delivered to the
           ----------------------
     Trustee by the Administrative Agent with respect to Credit Agreement
     Obligations, by the relevant Public Debt Trustee with respect to Public
     Debt Obligations or by the relevant Surety Party in respect of Surety Bond
     Obligations, stating that (a) the Credit Agreement Obligations or the
     Public Debt Obligations, as the case may be, have not been paid in full at
     the stated final maturity thereof and any applicable grace period has
     expired or (b) a

                                       8
<PAGE>

     default has occurred under the provisions of the relevant Secured
     Instrument and, as a result thereof, all Credit Agreement Obligations of
     the type described in clause (i)(a) of the definition of "Credit Agreement
     Obligations" in this Section 1.1 or all Surety Bond Obligations, as the
     case may be, outstanding under such Secured Instrument have become
     immediately due and payable and have not been paid. Each Notice of
     Acceleration shall be in substantially the form of Exhibit A to this Trust
     Agreement.

          "Obligors" shall have the meaning assigned in the preamble hereto.
           --------

          "Opinion of Counsel" shall mean an opinion in writing signed by legal
           ------------------
     counsel satisfactory to the Trustee, who may be counsel regularly retained
     by the Trustee.

          "Other Collateral" shall mean all Collateral other than Shared
           ----------------
     Collateral.

          "Other Collateral Sub-Account" shall have the meaning assigned in
           ----------------------------
     subsection 3.1 of this Trust Agreement.

          "Proceeds" shall mean all "proceeds" as such term is defined in
           --------
     Section 9-306(1) of the Uniform Commercial Code in effect in the State of
     New York on the date hereof.

          "Public Debt Indenture" shall mean each of the 1994 Indenture, the
           ---------------------
     1998 Supplemental Indenture and the 1999 Indenture.

          "Public Debt Obligations" shall mean the unpaid principal of, and
           -----------------------
     premium, if any, and interest on, the Public Debt Securities (including,
     without limitation, interest accruing at the then applicable rate provided
     in the instruments governing the Public Debt Securities after the maturity
     of the Public Debt Securities and interest accruing at the then applicable
     rate provided in such instruments after the filing of any petition in
     bankruptcy, or the commencement of any insolvency, reorganization or like
     proceeding, relating to the Company, whether or not a claim for post-filing
     or post-petition interest is allowed in such proceeding).

          "Public Debt Securities" shall mean the collective reference to the
           ----------------------
     1994 Public Debt Securities, the 1998 Public Debt Securities and the 1999
     Public Debt Securities.

          "Public Debt Trustee" shall mean (i) U.S. Bank Trust National
           -------------------
     Association First Trust National Association, as successor to Continental
     Bank, as trustee under the 1994 Indenture, and any successor trustee
     appointed under the 1994 Indenture, (ii) The Bank of New York, as trustee
     under the 1998 Supplemental Indenture, and any successor trustee appointed
     under the 1998 Supplemental Indenture, and (iii) The Bank of New York, as
     trustee under the 1999 Indenture, and any successor trustee appointed under
     the 1999 Indenture, in each case acting jointly or individually, as the
     context shall require.

          "Required Other Collateral Secured Parties" shall mean, as of a
           -----------------------------------------
     particular date, Secured Parties holding (or representing) more than 50% of
     the aggregate principal amount of the Credit Agreement Obligations and
     Surety Bond Obligations outstanding on such date.  For the purpose of this
     definition the Administrative Agent shall be deemed to

                                       9
<PAGE>

     hold or represent, and shall be entitled to vote and give notices and
     directions with respect to, the Credit Agreement Obligations.

          "Required Secured Parties" shall mean, as of a particular date,
           ------------------------
     Secured Parties holding (or representing) more than 50% of the aggregate
     principal amount of the Secured Obligations outstanding under the Secured
     Instruments on such date.  For the purpose of this definition (i) the
     Public Debt Trustee under each Public Debt Indenture shall be deemed to
     hold or represent, and shall be entitled to vote and give notices and
     directions with respect to, the Public Debt Obligations outstanding under
     such Public Debt Indenture in accordance with the terms thereof, (ii) the
     Administrative Agent shall be deemed to hold or represent, and shall be
     entitled to vote and give notices and directions with respect to, the
     Credit Agreement Obligations, (iii) the amount of the Credit Agreement
     Obligations shall include (A) the undrawn face amount of, and any
     unreimbursed drawings under, any Letter of Credit issued under the Credit
     Agreement and (B) the Hedge Agreement Cap Amount with respect to each
     outstanding Specified Hedge Agreement and (iv) the amount of Surety Bond
     Obligations shall include the undrawn face amount of, and any unreimbursed
     drawings under, any Surety Bond.

          "Restatement Date" shall mean December 29, 2000.
           ----------------

          "Secured Hedge Agreements" shall mean, collectively, (i) the Specified
           ------------------------
     Hedge Agreements and (ii) any Hedge Agreement outstanding on the date
     hereof and described in Schedule X to the Credit Agreement.

          "Secured Instruments" shall mean at any time (i) the Public Debt
           -------------------
     Indentures and the Public Debt Securities, (ii) the Credit Agreement, the
     Notes and the Subsidiary Guarantees, (iii) any agreements or other
     instruments governing or evidencing any Secured Hedge Agreement or Cash
     Management Obligations and (iv) the Surety Bond Documents.

          "Secured Obligations" shall mean, collectively (i) the Public Debt
           -------------------
     Obligations, (ii) the Credit Agreement Obligations, (iii) the Surety Bond
     Obligations and (iv) all sums payable by the Obligors under this Trust
     Agreement or any Trust Security Document (including, without limitation,
     Trustee Fees).

          "Secured Parties" shall mean, collectively (i) the Holders, (ii) the
           ---------------
     Lenders (including Lender Affiliates, to the extent such Lender Affiliates
     hold Secured Obligations) and the Administrative Agent, (iii) the Surety
     Parties and (iv) the Trustee.

          "Shared Collateral" shall mean all Collateral constituting "shares of
           -----------------
     capital stock or evidence of Indebtedness of any Restricted Subsidiary"
     within the meaning of Section 10.09 of the 1994 Indenture, Section 3.1 of
     the 1998 Supplemental Indenture or Section 3.8 of the 1999 Indenture.

          "Shared Collateral Sub-Account" shall have the meaning assigned in
           -----------------------------
     subsection 3.1 of this Trust Agreement.

                                       10
<PAGE>

          "Specified Hedge Agreement" shall mean any Hedge Agreement that (i) is
           -------------------------
     entered into after the Restatement Date by any Obligor with any Lender or
     any Lender Affiliate and (ii) is designated as a Specified Hedge Agreement
     in the manner provided in Section 15.19 of the Credit Agreement.

          "Surety Bond" shall mean each of the Surety Bonds described on
           -----------
     Schedule IX to the Credit Agreement and any amendment or replacement of any
     thereof that does not increase the amount, or shorten the maturity, of any
     thereof.

          "Surety Bond Account Party" shall mean, in respect of each Surety
           -------------------------
     Bond, the Company or its Subsidiary or Subsidiaries for the account of
     which such Surety Bond was issued, as specified on Schedule IX to the
     Credit Agreement.

          "Surety Bond Documents" shall mean, in respect of each Surety Bond,
           ---------------------
     (i) such Surety Bond and the related contract of indemnity, as any of the
     foregoing may be amended or replaced, provided, that such amendment or
                                           --------
     replacement does not increase the amount of any Surety Bond or shorten the
     maturity thereof and (ii) any Surety Bond Guarantee related to such Surety
     Bond.

          "Surety Bond Guarantee" shall mean any guarantee or contract of
           ---------------------
     indemnity executed and delivered by any Obligor to any Surety Party with
     respect to obligations owing by the Company or any Subsidiary in respect of
     any Surety Bond, including, without limitation, the Contracts of Indemnity
     dated December 29, 2000, as the same may from time to time be amended,
     modified, supplemented, extended or renewed.

          "Surety Bond Obligations" shall mean, in respect of any Surety Bond,
           -----------------------
     (i) the obligation of the Surety Bond Account Party for the account of
     which such Surety Bond was issued to reimburse the Surety Party which
     issued such Surety Bond for any payments made by such Surety Party from
     time to time under such Surety Bond, together with any interest, fees,
     indemnities or other amounts payable by such Surety Bond Account Party
     pursuant to the terms of the Surety Bond Documents relating to such Surety
     Bond (including, without limitation, to the extent provided by such Surety
     Bond Documents, interest accruing at the then applicable rate provided in
     such Surety Bond Documents after the maturity of such reimbursement
     obligations and interest accruing at the then applicable rate provided in
     such instruments after the filing of any petition in bankruptcy, or the
     commencement of any insolvency, reorganization or like proceeding, relating
     to such Surety Bond Account Party, whether or not a claim for post-filing
     or post-petition interest is allowed in such proceeding) and (ii) any
     Guarantor Surety Bond Obligations with respect to such Surety Bond.

          "Surety Party" shall mean, in respect of each Surety Bond, the entity
           ------------
     which issued such Surety Bond, as specified on Schedule IX to the Credit
     Agreement, and any Person issuing any replacement of such Surety Bond that
     does not increase the amount, or shorten the maturity, thereof, provided
                                                                     --------
     that the Company shall have delivered to the Trustee the name of such
     Person and any other relevant information with respect thereto requested by
     the Trustee.

                                       11
<PAGE>

          "Trust Agreement" shall mean this Second Amended and Restated Trust
           ---------------
     Agreement as the same may from time to time be amended, modified,
     supplemented, extended or renewed.

          "Trust Effective Date" shall mean March 12, 1998.
           --------------------

          "Trust Estate" shall have the meaning assigned in this Declaration of
           ------------
     Trust in this Trust Agreement.

          "Trust Security Documents" shall mean each of the instruments
           ------------------------
     described in Annex I to this Trust Agreement and each agreement entered
     into pursuant to clause (ii) of subsection 6.3(b) of this Trust Agreement.

          "Trustee" shall mean First Union National Bank, in its capacity as
           -------
     trustee under the Trust Agreement, and any successor trustee appointed
     thereunder.

          "Trustee Fees" shall mean all fees, costs and expenses of the Trustee
           ------------
     of the types described in subsections 4.3, 4.4, 4.5 and 4.6.

          (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Trust Agreement shall refer to this Trust Agreement as
a whole and not to any particular provision of this Trust Agreement, and section
and subsection references are to this Trust Agreement unless otherwise
specified.

                                  SECTION 2.

                      ACCELERATION OF SECURED OBLIGATIONS

          2.1  Notices of Acceleration. (a) Upon receipt by the Trustee of a
          ----------------------------
Notice of Acceleration, the Trustee shall immediately notify the Company, the
Administrative Agent, each Surety Party and each Public Debt Trustee of the
receipt and contents thereof. So long as such Notice of Acceleration is in
effect, the Trustee shall exercise the rights and remedies provided in this
Trust Agreement and in the Trust Security Documents subject to the direction of
the Required Secured Parties or the Required Other Collateral Secured Parties,
as the case may be, as provided herein. Except as otherwise provided in the last
sentence of subsection 2.2, the Trustee is not empowered to exercise any remedy
hereunder or thereunder unless a Notice of Acceleration is in effect.

          (b) A Notice of Acceleration delivered by the Administrative Agent,
any Surety Party or any Public Debt Trustee shall become effective upon receipt
by the Trustee. A Notice of Acceleration, once effective, shall remain in effect
unless and until it is cancelled as provided in subsection 2.1(c).

          (c) The Administrative Agent, any Surety Party or any Public Debt
Trustee shall be entitled to cancel its own Notice of Acceleration by delivering
a written notice of cancellation to the Trustee (i) before the Trustee takes any
action to exercise any remedy with respect to the Collateral or (ii) thereafter,
if the Trustee believes that all actions it has taken to exercise any

                                       12
<PAGE>

remedy or remedies with respect to the Collateral can be reversed without undue
difficulty; provided that no Notice of Acceleration shall be cancelled more than
            --------
60 days after it is received by the Trustee. The Trustee shall immediately
notify the Company, the Administrative Agent, each Surety Party and each Public
Debt Trustee as to the receipt and contents of any such notice of cancellation.

          2.2  General Authority of the Trustee over the Collateral. Each
          ---------------------------------------------------------
Obligor hereby irrevocably constitutes and appoints the Trustee and any officer
or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full power and authority in its or his own name, from time
to time in the Trustee's discretion, subject to subsection 2.1, so long as any
Notice of Acceleration is in effect, to take any and all appropriate action and
to execute any and all documents and instruments which may be necessary or
desirable to carry out the terms of this Trust Agreement and the Trust Security
Documents and accomplish the purposes hereof and thereof and, without limiting
the generality of the foregoing, each Obligor hereby acknowledges that the
Trustee shall have all powers and remedies set forth in the Trust Security
Documents, subject to subsection 2.1. Notwithstanding the foregoing, so long as
no Notice of Acceleration is in effect, the Trustee shall take such actions and
exercise such remedies as are permitted by the Trust Security Documents in
accordance with the instructions of the Administrative Agent delivered to the
Trustee. In the event that, pursuant to the terms of the relevant Trust Security
Document or Secured Instrument, the Administrative Agent shall only be entitled
to direct the Trustee after the occurrence of an Event of Default, the
Administrative Agent shall certify in such direction that an Event of Default
has occurred and is continuing.

          2.3  Right to Initiate Judicial Proceedings. If a Notice of
          -------------------------------------------
Acceleration is in effect, the Trustee, subject to the provisions of subsection
2.5(b) and Section 5, (i) shall have the right and power to institute and
maintain such suits and proceedings as it may deem appropriate to protect and
enforce the rights vested in it by this Trust Agreement and each Trust Security
Document and (ii) may, either after entry, or without entry, proceed by suit or
suits at law or in equity to enforce such rights and to foreclose upon the
Collateral and to sell all or, from time to time, any of the Collateral under
the judgment or decree of a court of competent jurisdiction.

          2.4  Right to Appoint a Receiver. If a Notice of Acceleration is in
          --------------------------------
effect, upon the filing of a bill in equity or other commencement of judicial
proceedings to enforce the rights of the Trustee under this Trust Agreement or
any Trust Security Document, the Trustee shall, to the extent permitted by law,
with notice to the Company but without notice to any party claiming through the
Obligors, without regard to the solvency or insolvency at the time of any Person
then liable for the payment of any of the Secured Obligations, without regard to
the then value of the Trust Estate, and without requiring any bond from any
complainant in such proceedings, be entitled as a matter of right to the
appointment of a receiver or receivers of the Trust Estate, or any part thereof,
and of the rents, issues, tolls, profits, royalties, revenues and other income
thereof, pending such proceedings, with such powers as the court making such
appointment shall confer, and to the entry of an order directing that the rents,
issues, tolls, profits, royalties, revenues and other income of the property
constituting the whole or any part of the Trust Estate be segregated,
sequestered and impounded for the benefit of the Trustee and the Secured
Parties, and each Obligor irrevocably consents to the appointments of such
receiver or receivers and to the entry of such order; provided that,
                                                      --------
notwithstanding the appointment of any receiver, the

                                       13
<PAGE>

Trustee shall be entitled to retain possession and control of all cash and Cash
Equivalents held by or deposited with it pursuant to this Trust Agreement or any
Trust Security Document.

          2.5   Exercise of Powers; Instructions of Required Secured Parties and
          ----------------------------------------------------------------------
Required Other Collateral Secured Parties.  (a)  All of the powers, remedies and
-----------------------------------------
rights of the Trustee as set forth in this Trust Agreement may be exercised by
the Trustee in respect of any Trust Security Document as though set forth in
full therein and all of the powers, remedies and rights of the Trustee, the
Administrative Agent, each Surety Party and each Public Debt Trustee as set
forth in any Trust Security Document may be exercised from time to time as
herein and therein provided.

          (b) While a Notice of Acceleration is in effect, the Required Secured
Parties shall have the right, by one or more instruments in writing executed and
delivered to the Trustee, to direct the time, method and place of conducting any
proceeding for any right or remedy available to the Trustee, or of exercising
any trust or power conferred on the Trustee, or for the appointment of a
receiver, or to direct the taking or the refraining from taking of any action
authorized by this Trust Agreement or any Trust Security Document; provided that
                                                                   --------
(i) such direction shall not conflict with any provision of law or of this Trust
Agreement or of any Trust Security Document, (ii) the Trustee shall be
adequately secured and indemnified as provided in subsection 5.4(d) and (iii)
any direction in respect of the exercise of rights or remedies in respect of the
Other Collateral, and any direction in respect of the Other Collateral Sub-
Account, shall be given by the Required Other Collateral Secured Parties. The
Trustee shall be entitled to receive a certification from the Administrative
Agent as to whether Collateral constitutes Shared Collateral or Other Collateral
and in the absence of such certification shall be entitled to treat any
Collateral as Shared Collateral unless otherwise directed by a court of
competent jurisdiction. Nothing in this subsection 2.5(b) shall impair the right
of the Trustee in its discretion to take any action which it deems proper and
which is not inconsistent with such direction by the Required Secured Parties or
the Required Other Collateral Secured Parties, as the case may be. In the
absence of such direction, the Trustee shall have no duty to take or refrain
from taking any action unless explicitly required herein.

          (c) If, within 45 days after the Trustee receives a Notice of
Acceleration which has not been cancelled, the Trustee shall not have received
written directions from the Required Secured Parties or the Required Other
Collateral Secured Parties, as the case may be, pursuant to subsection 2.5(b)
for the exercise of rights or remedies by the Trustee, the Trustee shall, until
the Trustee receives written directions from the Required Secured Parties, or
the Required Other Collateral Secured Parties, as the case may be, follow
written directions from the Administrative Agent.

          2.6   Remedies Not Exclusive.  (a) No remedy conferred upon or
          ----------------------------
reserved to the Trustee herein or in the Trust Security Documents is intended to
be exclusive of any other remedy or remedies, but every such remedy shall be
cumulative and shall be in addition to every other remedy conferred herein or in
any Trust Security Document or now or hereafter existing at law or in equity or
by statute.

          (b) No delay or omission by the Trustee to exercise any right, remedy
or power hereunder or under any Trust Security Document shall impair any such
right, remedy or power or shall be construed to be a waiver thereof, and every
right, power and remedy given by this Trust

                                       14
<PAGE>

Agreement or any Trust Security Document to the Trustee may be exercised from
time to time and as often as may be deemed expedient by the Trustee.

          (c) If the Trustee shall have proceeded to enforce any right, remedy
or power under this Trust Agreement or any Trust Security Document and the
proceeding for the enforcement thereof shall have been discontinued or abandoned
for any reason or shall have been determined adversely to the Trustee, then the
Obligors, the Trustee and the Secured Parties shall, subject to any
determination in such proceeding, severally and respectively be restored to
their former positions and rights hereunder or thereunder with respect to the
Trust Estate and in all other respects, and thereafter all rights, remedies and
powers of the Trustee shall continue as though no such proceeding had been
taken.

          (d) All rights of action and of asserting claims upon or under this
Trust Agreement and the Trust Security Documents may be enforced by the Trustee
without the possession of any Secured Instrument or instrument evidencing any
Secured Obligation or the production thereof at any trial or other proceeding
relative thereto, and any suit or proceeding instituted by the Trustee shall be,
subject to subsections 5.5(c) and 5.10(b)(ii), brought in its name as Trustee
and any recovery of judgment shall be held as part of the Trust Estate.

          2.7   Waiver and Estoppel.  (a) Each Obligor agrees, to the extent it
          -------------------------
may lawfully do so, that it will not at any time in any manner whatsoever claim,
or take the benefit or advantage of, any appraisement, valuation, stay,
extension, moratorium, turnover or redemption law, or any law permitting it to
direct the order in which the Collateral shall be sold, now or at any time
hereafter in force, which may delay, prevent or otherwise affect the performance
or enforcement of this Trust Agreement or any Trust Security Document and hereby
waives all benefit or advantage of all such laws and covenants that it will not
hinder, delay or impede the execution of any power granted to the Trustee in
this Trust Agreement or any Trust Security Document but will suffer and permit
the execution of every such power as though no such law were in force; provided
                                                                       --------
that nothing contained in this subsection 2.7(a) shall be construed as a waiver
of any rights of the Obligors under any applicable federal bankruptcy law or
state insolvency law.

          (b) Each Obligor, to the extent it may lawfully do so, on behalf of
itself and all who may claim through or under it, including without limitation
any and all subsequent creditors, vendees, assignees and lienors, waives and
releases all rights to demand or to have any marshalling of the Collateral upon
any sale, whether made under any power of sale granted herein or in any Trust
Security Document or pursuant to judicial proceedings or upon any foreclosure or
any enforcement of this Trust Agreement or any Trust Security Document and
consents and agrees that all the Collateral may at any such sale be offered and
sold as an entirety.

          (c) Each Obligor waives, to the extent permitted by applicable law,
presentment, demand, protest and any notice of any kind (except notices
explicitly required hereunder or under any Trust Security Document) in
connection with this Trust Agreement and the Trust Security Documents and any
action taken by the Trustee with respect to the Collateral.

          2.8   Limitation on Trustee's Duty in Respect of Collateral.  Beyond
          -----------------------------------------------------------
its duties as to the custody thereof expressly provided herein or in any Trust
Security Document and to account to the Secured Parties and the Obligors for
moneys and other property received by it

                                       15
<PAGE>

hereunder or under any Trust Security Document, the Trustee shall not have any
duty to the Obligors or to the Secured Parties as to any Collateral in its
possession or control or in the possession or control of any of its agents or
nominees, or any income thereon or as to the preservation of rights against
prior parties or any other rights pertaining thereto.

          2.9   Limitation by Law.  All rights, remedies and powers provided in
          -----------------------
this Trust Agreement or any Trust Security Document may be exercised only to the
extent that the exercise thereof does not violate any applicable provision of
law, and all the provisions hereof are intended to be subject to all applicable
mandatory provisions of law which may be controlling and to be limited to the
extent necessary so that they will not render this Trust Agreement invalid,
unenforceable in whole or in part or not entitled to be recorded, registered or
filed under the provisions of any applicable law.

          2.10  Rights of Secured Parties under Secured Instruments.
          ---------------------------------------------------------
Notwithstanding any other provision of this Trust Agreement or any Trust
Security Document, the right of each Secured Party to receive payment of the
Secured Obligations held by such Secured Party when due (whether at the stated
maturity thereof, by acceleration or otherwise) as expressed in the related
Secured Instrument or other instrument evidencing or agreement governing a
Secured Obligation or to institute suit for the enforcement of such payment on
or after such due date, and the obligation of the Obligors to pay such Secured
Obligation when due, shall not be impaired or affected without the consent of
such Secured Party given in the manner prescribed by the Secured Instrument
under which such Secured Obligation is outstanding.

                                  SECTION 3.

                       COLLATERAL ACCOUNT; DISTRIBUTIONS

          3.1   The Collateral Account.  On the Trust Effective Date there was
          ----------------------------
established and, at all times thereafter until the trusts created by this Trust
Agreement shall have terminated, there shall be maintained with the Trustee at
the office of the Trustee's corporate trust division an account which is
entitled the "Federal-Mogul Collateral Account" (the "Collateral Account") and
                                                      ------------------
which is comprised of two sub-accounts entitled the "Federal-Mogul Shared
Collateral Sub-Account" (the "Shared Collateral Sub-Account") and the "Federal-
                              -----------------------------
Mogul Other Collateral Sub-Account" (the "Other Collateral Sub-Account"),
                                          ----------------------------
respectively. All moneys which are required by this Trust Agreement or any Trust
Security Document to be delivered to the Trustee while a Notice of Acceleration
is in effect or which are received by the Trustee or any agent or nominee of the
Trustee in respect of the Collateral, whether in connection with the exercise of
the remedies provided in this Trust Agreement or any Trust Security Document or
otherwise, while a Notice of Acceleration is in effect shall be deposited (i) in
the Shared Collateral Sub-Account if such moneys are in respect of Shared
Collateral or (ii) in the Other Collateral Sub-Account if such moneys are in
respect of Other Collateral and, in each case, held by the Trustee as part of
the Trust Estate and applied in accordance with the terms of this Trust
Agreement. The Trustee shall be entitled to receive a certification from the
Company or the Administrative Agent as to whether moneys received by the Trustee
are in respect of the Shared Collateral or the Other Collateral, and in the
absence of such certification shall hold such moneys in the Shared Collateral
Sub-Account. Upon the cancellation of any Notice of Acceleration pursuant to

                                       16
<PAGE>

subsection 2.1(c), the Trustee shall (subject to the first sentence of
subsection 3.4(a)) cause all funds on deposit in the Collateral Account to be
paid over to the Obligors in accordance with their respective interests.

          3.2   Control of Collateral Account.  All right, title and interest in
          -----------------------------------
and to the Collateral Account shall vest in the Trustee, and funds on deposit in
the Collateral Account shall constitute part of the Trust Estate. The Collateral
Account shall be subject to the exclusive dominion and control of the Trustee.

          3.3   Investment of Funds Deposited in Collateral Account.  The
          ---------------------------------------------------------
Trustee shall, at the direction of the Administrative Agent, invest and reinvest
moneys on deposit in the Collateral Account at any time in Cash Equivalents. All
such investments and the interest and income received thereon and the net
proceeds realized on the sale or redemption thereof shall be held in the
Collateral Account as part of the Trust Estate. The Trustee shall not be
responsible for any diminution in funds resulting from such investments or any
liquidation prior to maturity. In the absence of such directions, the Trustee
shall have no obligation to invest or reinvest moneys.

          3.4   Application of Moneys.  (a)  The Trustee shall have the right
          ---------------------------
(pursuant to subsection 4.8) at any time to apply moneys held by it in the
Shared Collateral Sub-Account and the Other Collateral Sub-Account to the
payment of due and unpaid Trustee Fees without any requirement that such
applications be made ratably from such accounts. Furthermore, notwithstanding
any other provision of this Trust Agreement or the Trust Security Documents,
when taking actions with respect to the Collateral, the Trustee shall not be
obligated to maximize the realization by the Secured Parties from the Other
Collateral before the Secured Parties realize benefits from the Shared
Collateral.

          (b) All remaining moneys held by the Trustee in the Shared Collateral
Sub-Account or received by the Trustee with respect to the Shared Collateral
while a Notice of Acceleration is in effect shall, to the extent available for
distribution (it being understood that the Trustee may liquidate investments
prior to maturity in order to make a distribution pursuant to this subsection
3.4), be distributed (subject to the provisions of subsections 3.5 and 3.6) by
the Trustee on each Distribution Date in the following order of priority (with
such distributions being made by the Trustee to the respective Holder
Representatives for the Secured Parties entitled thereto as provided in
subsection 3.4(e), and each such Holder Representative shall be responsible for
insuring that amounts distributed to it are distributed to its Secured Parties
in the order of priority set forth below):

          First:  to the Trustee for any unpaid Trustee Fees and then to any
          -----
     Secured Party which has theretofore advanced or paid any Trustee Fees
     constituting administrative expenses allowable under Section 503(b) of the
     Bankruptcy Code, an amount equal to the amount thereof so advanced or paid
     by such Secured Party and for which such Secured Party has not been
     reimbursed prior to such Distribution Date, and, if such moneys shall be
     insufficient to pay such amounts in full, then ratably (without priority of
     any one over any other) to such Secured Parties in proportion to the
     amounts of such Trustee Fees advanced by the respective Secured Parties and
     remaining unpaid on such Distribution Date;

                                       17
<PAGE>

          Second:  to any Secured Party which has theretofore advanced or paid
          ------
     any Trustee Fees other than such administrative expenses, an amount equal
     to the amount thereof so advanced or paid by such Secured Party and for
     which such Secured Party has not been reimbursed prior to such Distribution
     Date, and, if such moneys shall be insufficient to pay such amounts in
     full, then ratably (without priority of any one over any other) to such
     Secured Parties in proportion to the amounts of such Trustee Fees advanced
     by the respective Secured Parties and remaining unpaid on such Distribution
     Date;

          Third:  to the Secured Parties in an amount equal to the unpaid
          -----
     principal (or, in the case of Public Debt Obligations that are Original
     Issue Discount Securities (as defined in the Public Debt Indenture), such
     portion of the principal amount of such Public Debt Obligations as may be
     specified by the Public Debt Trustee) and unpaid interest on and other
     charges, if any, in respect of such Secured Obligations then outstanding
     whether or not then due and payable, and, if such moneys shall be
     insufficient to pay such amounts in full, then ratably (without priority of
     any one over any other) to the Secured Parties in proportion to the unpaid
     amounts thereof on such Distribution Date; provided, that amounts
                                                --------
     distributed pursuant to this clause in respect of Credit Agreement
     Obligations and Surety Bond Obligations shall be distributed, first, to the
                                                                   -----
     Administrative Agent for application against the First Priority Obligations
     until the First Priority Obligations are paid in full, and, second, to the
                                                                 ------
     Administrative Agent and the Holder Representatives for the Surety Parties,
     and if the amount so distributed shall be insufficient to pay all
     principal, interest and other charges owing in respect of the Credit
     Agreement Obligations and Surety Bond Obligations, such amount shall be
     distributed to the Administrative Agent and the Holder Representatives for
     the Surety Parties ratably (without priority of any one over any other) in
     proportion to the unpaid amounts of Credit Agreement Obligations and Surety
     Bond Obligations, respectively;

          Fourth:  to the Secured Parties, amounts equal to all other sums which
          ------
     constitute Secured Obligations, including without limitation the costs and
     expenses of the Secured Parties and their representatives which are due and
     payable under the relevant Secured Instruments and which constitute Secured
     Obligations as of such Distribution Date, and, if such moneys shall be
     insufficient to pay such amounts in full, then ratably to the Secured
     Parties in proportion to the unpaid amounts thereof on such Distribution
     Date; and

          Fifth:  any surplus then remaining shall be paid to the Obligors or
          -----
     their successors or assigns or to whomsoever may be lawfully entitled to
     receive the same or as a court of competent jurisdiction may direct.

          (c)  All remaining moneys held by the Trustee in the Other Collateral
Sub-Account or received by the Trustee with respect to the Other Collateral
while a Notice of Acceleration is in effect shall, to the extent available for
distribution (it being understood that the Trustee may liquidate investments
prior to maturity in order to make a distribution pursuant to this subsection
3.4), be distributed (subject to the provisions of subsections 3.5 and 3.6) by
the Trustee on each Distribution Date in the following order of priority (with
such distributions being made by the Trustee to the respective Holder
Representatives for the Secured Parties entitled thereto as provided in
subsection 3.4(e), and each such Holder Representative shall be

                                       18
<PAGE>

responsible for insuring that amounts distributed to it are distributed to its
Secured Parties in the order of priority set forth below):

          First:  to the Trustee for any unpaid Trustee Fees and then to any
          -----
     Lender or the Administrative Agent which has theretofore advanced or paid
     any Trustee Fees constituting administrative expenses allowable under
     Section 503(b) of the Bankruptcy Code, an amount equal to the amount
     thereof so advanced or paid by such Lender or the Administrative Agent and
     for which such Lender or the Administrative Agent has not been reimbursed
     prior to such Distribution Date, and, if such moneys shall be insufficient
     to pay such amounts in full, then ratably (without priority of any one over
     any other) to such Lenders and the Administrative Agent in proportion to
     the unpaid amounts thereof on such Distribution Date;

          Second:  to any Secured Party which has theretofore advanced or paid
          ------
     any Trustee Fees other than such administrative expenses, an amount equal
     to the amount thereof so advanced or paid by such Secured Party and for
     which such Secured Party has not been reimbursed prior to such Distribution
     Date, and, if such moneys shall be insufficient to pay such amounts in
     full, then ratably (without priority of any one over any other) to such
     Secured Party in proportion to the unpaid amounts thereof on such
     Distribution Date;

          Third:  to the Administrative Agent for application against the First
          -----
     Priority Obligations until the First Priority Obligations are paid in full,
     and, thereafter, to the Administrative Agent and the Holder Representatives
     for the Surety Parties in an amount equal to the unpaid principal and
     unpaid interest on and other charges, if any, in respect of Credit
     Agreement Obligations then outstanding, and all amounts owing in respect of
     the Surety Bond Obligations then outstanding, in each case whether or not
     then due and payable, and, if such moneys shall be insufficient to pay such
     amounts in full then ratably (without priority of any one over any other)
     to the Administrative Agent and the Holder Representatives in respect of
     the Surety Bond Obligations in proportion to the unpaid amounts thereof on
     such Distribution Date;

          Fourth:  to the Administrative Agent and the Holder Representatives in
          ------
     respect of the Surety Bond Obligations, amounts equal to all other sums
     which constitute Credit Agreement Obligations and Surety Bond Obligations,
     respectively, including without limitation the costs and expenses of the
     Surety Parties and the Administrative Agent and the Lenders (and the Lender
     Affiliates holding any Secured Obligations) and their representatives which
     are due and payable under the relevant Secured Instruments and which
     constitute Credit Agreement Obligations and Surety Bond Obligations,
     respectively, as of such Distribution Date, and, if such moneys shall be
     insufficient to pay such amounts in full, then ratably to the
     Administrative Agent and the Holder Representatives in respect of the
     Surety Bond Obligations in proportion to the unpaid amounts thereof on such
     Distribution Date; and

          Fifth:  any surplus then remaining shall be paid to the Obligors or
          -----
     their successors or assigns or to whomsoever may be lawfully entitled to
     receive the same or as a court of competent jurisdiction may direct.

                                       19
<PAGE>

          (d) The term "unpaid" as used in clause Third of subsections 3.4(b)
                                                  -----
and 3.4(c) refers:

          (i)    in the absence of a bankruptcy proceeding with respect to the
     relevant Obligor(s), to all amounts of Public Debt Obligations, Credit
     Agreement Obligations or Surety Bond Obligations, as the case may be,
     outstanding as of a Distribution Date (and for the purpose of this
     provision, the amount of the Credit Agreement Obligations then outstanding
     shall include the undrawn face amount of, and any unreimbursed drawings
     under, any Letter of Credit issued under the Credit Agreement, the Hedge
     Agreement Cap Amount with respect to any Specified Hedge Agreement and the
     aggregate amount of Cash Management Obligations then due and owing, and the
     amount of Surety Bond Obligations then outstanding shall include the
     undrawn face amount of, and any unreimbursed drawings under, any Surety
     Bond), and

          (ii)   during the pendency of a bankruptcy proceeding with respect to
     the relevant Obligor(s), to all amounts allowed by the bankruptcy court in
     respect of Public Debt Obligations, Credit Agreement Obligations or Surety
     Bond Obligations, as the case may be, as a basis for distribution
     (including estimated amounts, if any, allowed in respect of contingent
     claims),

to the extent that prior distributions (whether actually distributed or set
aside pursuant to subsection 3.5) have not been made in respect thereof.

          (e) The Trustee shall make all payments and distributions under this
subsection 3.4: (i) on account of Credit Agreement Obligations to the
Administrative Agent, pursuant to directions of the Administrative Agent, for
re-distribution in accordance with the provisions of the Credit Agreement; (ii)
on account of the Surety Bond Obligations to the Holder Representatives in
respect of the Surety Bond Obligations, pursuant to directions of such Holder
Representatives, for re-distribution in accordance with the provisions of the
Surety Bond Documents; and (iii) on account of Public Debt Obligations (subject
to subsection 3.5) to the relevant Public Debt Trustee, pursuant to directions
of such Public Debt Trustee, for re-distribution in accordance with the
provisions of the Public Debt Indenture.

          3.5   Application of Moneys Distributable to Public Debt Trustee and
          --------------------------------------------------------------------
Surety Parties.  If at any time any moneys collected or received by the Trustee
--------------
pursuant to this Trust Agreement are distributable pursuant to subsection 3.4 to
a Public Debt Trustee or a Holder Representative in respect of Surety Bond
Obligations, and if such Public Debt Trustee or Holder Representative, as the
case may be, shall notify the Trustee in writing that no provision is made under
the Public Debt Indenture or Surety Bond Documents, as the case may be, for the
application by such Public Debt Trustee or Holder Representative of such moneys
(whether because the Secured Obligations issued under such Public Debt Indenture
or Surety Bond Documents have not become due and payable or otherwise) and that
such Public Debt Indenture or Holder Representative does not effectively provide
for the receipt and the holding by such Public Debt Trustee or Holder
Representative of such moneys pending the application thereof, then the Trustee,
after receipt of such notification, shall, at the direction of such Public Debt
Trustee or Holder Representative, as the case may be, invest such amounts in
Cash Equivalents maturing within 90 days after they are acquired by the Trustee
or, in the absence of such direction, hold such moneys uninvested and shall hold
all such amounts so distributable and all

                                       20
<PAGE>

such investments and the net proceeds thereof in trust solely for such Public
Debt Trustee (in its capacity as trustee) or Holder Representative and for no
other purpose until such time as such Public Debt Trustee or Holder
Representative shall request in writing the delivery thereof by the Trustee for
application pursuant to such Public Debt Indenture or Surety Bond Documents, as
the case may be.

          3.6   Trustee's Calculations.  In making the determinations and
          ----------------------------
allocations required by subsection 3.4, the Trustee may conclusively rely upon
information supplied by a Public Debt Trustee as to the amounts of unpaid
principal and interest and other amounts outstanding with respect to the Public
Debt Obligations in respect of the Public Debt Indenture under which such Public
Debt Trustee is trustee, information supplied by the Administrative Agent as to
the amounts of unpaid principal and interest and other amounts outstanding with
respect to the Credit Agreement Obligations and information supplied by a Holder
Representative in respect of the relevant Surety Bond Obligations as to the
unpaid amount of such Surety Bond Obligations, and the Trustee shall have no
liability to any of the Secured Parties for actions taken in reliance on such
information, provided that nothing in this sentence shall prevent any Obligor
             --------
from contesting any amounts claimed by any Secured Party in any information so
supplied. All distributions made by the Trustee pursuant to subsection 3.4 shall
be (subject to any decree of any court of competent jurisdiction) final (absent
manifest error), and the Trustee shall have no duty to inquire as to the
application by the Administrative Agent, the Holder Representatives in respect
of the Surety Bond Obligations or a Public Debt Trustee of any amounts
distributed to them.

          3.7   Pro Rata Sharing.  If, through the operation of any bankruptcy,
          ----------------------
reorganization, insolvency or other laws or otherwise, the Trustee's security
interest hereunder and under the Trust Security Documents is enforced with
respect to some, but not all, of the Secured Obligations then outstanding, the
Trustee shall nonetheless apply the proceeds of the Collateral for the benefit
of the holders of all Secured Obligations in the proportions and subject to the
priorities specified herein. To the extent that the Trustee distributes Proceeds
collected with respect to Secured Obligations held by one holder to or on behalf
of Secured Obligations held by a second holder, the first holder shall be deemed
to have purchased a participation in the Secured Obligations held by the second
holder, or shall be subrogated to the rights of the second holder to receive any
subsequent payments and distributions made with respect to the portion thereof
paid or to be paid by the application of such Proceeds.

                                  SECTION 4.

                            AGREEMENTS WITH TRUSTEE

          4.1   Delivery of Secured Instruments.  On the Trust Effective Date,
          -------------------------------------
the Company delivered to the Trustee true and complete copies of the 1994
Indenture and the Credit Agreement as in effect on the Trust Effective Date.
Prior to the Restatement Date, the Company delivered to the Trustee true and
complete copies of (i) the Credit Agreement as in effect on certain dates
subsequent to the Trust Effective Date and prior to the Restatement Date, (ii)
the 1998 Supplemental Indenture, (iii) the 1999 Indenture and (iv) all
amendments to the Public Debt Indentures entered into prior to the Restatement
Date. On the Restatement Date, the

                                       21
<PAGE>

Company shall deliver to the Trustee copies of each Secured Instrument entered
into after the Trust Effective Date and not previously delivered to the Trustee
and a copy of each Trust Security Document then in effect. The Company shall
deliver to the Trustee, promptly upon the execution thereof, a true and complete
copy of all amendments, modifications or supplements to any Secured Instrument
entered into after the Restatement Date.

          4.2   Information as to Secured Parties, Administrative Agent and
          -----------------------------------------------------------------
Public Debt Trustee.  The Company delivered to the Trustee, on the Trust
-------------------
Effective Date, and shall deliver to the Trustee on the Restatement Date and on
each anniversary of the Restatement Date, and from time to time upon request of
the Trustee, a list setting forth as of a date not more than 30 days prior to
the date of such delivery, (i) the aggregate unpaid principal amount of Credit
Agreement Obligations outstanding and the name and address of the Administrative
Agent, (ii) the aggregate unpaid principal amount of Public Debt Obligations
outstanding and the name and address of each Public Debt Trustee and (iii) the
aggregate principal amount of Surety Bond Obligations outstanding and the name
and address of each Surety Party. In addition, the Company will promptly notify
the Trustee of each change in the identity of the Administrative Agent, any
Surety Party or any Public Debt Trustee. On or prior to the Restatement Date,
the Company will request each of the Administrative Agent, each Public Debt
Trustee and each Surety Party to deliver to the Trustee the names of the
officers of each thereof authorized to give directions hereunder on behalf of
such parties. The Company will request that each of the Administrative Agent,
each Public Debt Trustee and each Surety Party notify the Trustee of any changes
of the officers of each thereof authorized to give directions hereunder on
behalf of such parties prior to the date of any such changes. If the Trustee
does not receive the names of the officers of the Administrative Agent, each
Public Debt Trustee or each Surety Party authorized to give directions hereunder
on behalf of such parties, the Trustee may rely on any person purporting to be
authorized to give directions hereunder on behalf of such parties. If the
Trustee is not informed of changes of the officers of the Administrative Agent,
any Public Debt Trustee or any Surety Party authorized to give directions
hereunder on behalf of such parties, the Trustee may rely on the information
previously provided to the Trustee.

          4.3   Compensation and Expenses.  The Company agrees to pay to the
          -------------------------------
Trustee, from time to time upon demand, (i) reasonable compensation (which shall
not be limited by any provision of law in regard to compensation of fiduciaries
or of a trustee of an express trust) for its services hereunder and under the
Trust Security Documents and for administering the Trust Estate and (ii) all of
the fees, costs and expenses of the Trustee (including, without limitation, the
reasonable fees and disbursements of its counsel, advisors and agents) (A)
arising in connection with the preparation, execution, delivery, modification,
and termination of this Trust Agreement and each Trust Security Document or the
enforcement of any of the provisions hereof or thereof, (B) incurred or required
to be advanced in connection with the administration of the Trust Estate, the
sale or other disposition of Collateral pursuant to any Trust Security Document
and the preservation, protection or defense of the Trustee's rights under this
Trust Agreement and the Trust Security Documents and in and to the Collateral
and the Trust Estate, (C) incurred by the Trustee in connection with the removal
of the Trustee pursuant to subsection 5.7(a) or (D) incurred in connection with
the execution of the directions provided by the Administrative Agent. Such fees,
costs and expenses are intended to constitute expenses of administration under
any bankruptcy law relating to creditors rights generally. The obligations of
the Company under

                                       22
<PAGE>

this subsection 4.3 shall survive the termination of the other provisions of
this Trust Agreement and the resignation or removal of the Trustee hereunder.

          4.4   Stamp and Other Similar Taxes.  The Company agrees to indemnify
          -----------------------------------
and hold harmless the Trustee, the Administrative Agent, each Holder
Representative in respect of the Surety Bond Obligations, each Public Debt
Trustee and each Secured Party from any present or future claim for liability
for any stamp or any other similar tax, and any penalties or interest with
respect thereto, which may be assessed, levied or collected by any jurisdiction
in connection with this Trust Agreement, any Trust Security Document, the Trust
Estate or any Collateral. The obligations of the Company under this subsection
4.4 shall survive the termination of the other provisions of this Trust
Agreement and the resignation or removal of the Trustee hereunder.

          4.5   Filing Fees, Excise Taxes, Etc.  The Company agrees to pay or to
          -------------------------------------
reimburse the Trustee for any and all payments made by the Trustee in respect of
all search, filing, recording and registration fees, taxes, excise taxes and
other similar imposts which may be payable or determined to be payable in
respect of the execution and delivery of this Trust Agreement and each Trust
Security Document. The obligations of the Company under this subsection 4.5
shall survive the termination of the other provisions of this Trust Agreement
and the resignation or removal of the Trustee hereunder.

          4.6   Indemnification.  The Company agrees to pay, indemnify, and hold
          ---------------------
the Trustee, the Administrative Agent, each Holder Representative in respect of
the Surety Bond Obligations and each Public Debt Trustee (and their respective
directors, officers, agents and employees) harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including, without limitation, the reasonable fees and expenses
of counsel, advisors and agents) or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Trust Agreement and the Trust Security Documents, unless
arising from the gross negligence or willful misconduct of the indemnified
party, including for taxes in any jurisdiction in which the Trustee is subject
to tax by reason of actions hereunder or under the Trust Security Documents,
unless such taxes are imposed on or measured by compensation paid to the Trustee
under subsection 4.3. In any suit, proceeding or action brought by the Trustee
under or with respect to any contract, agreement, interest or obligation
constituting part of the Collateral for any sum owing thereunder, or to enforce
any provisions thereof, the Company will save, indemnify and keep the Trustee,
the Administrative Agent, each Holder Representative in respect of the Surety
Bond Obligations, each Public Debt Trustee and the Secured Parties harmless from
and against all expense, loss or damage suffered by reason of any defense,
setoff, counterclaim, recoupment or reduction of liability whatsoever of the
obligor thereunder, arising out of a breach by any Obligor of any obligation
thereunder or arising out of any other agreement, indebtedness or liability at
any time owing to or in favor of such obligor or its successors from any
Obligor, and all such obligations of the Company shall be and remain enforceable
against and only against the Company and shall not be enforceable against the
Trustee, the Administrative Agent, each Holder Representative in respect of the
Surety Bond Obligations, any Public Debt Trustee or any Secured Party. The
agreements in this subsection 4.6 shall survive the termination of the other
provisions of this Trust Agreement and the resignation or removal of the Trustee
hereunder.

                                       23
<PAGE>

          4.7   Trustee's Lien.  Notwithstanding anything to the contrary in
          --------------------
this Trust Agreement, as security for the payment of Trustee Fees (i) the
Trustee is hereby granted a first priority lien upon all Collateral and (ii) the
Trustee shall have the right to use and apply any of the funds held by the
Trustee in the Collateral Account to cover such Trustee Fees.

          4.8   Further Assurances.  At any time and from time to time, upon the
          ------------------------
written request of the Administrative Agent or the Trustee, and at the expense
of the Company, each Obligor will promptly execute and deliver any and all such
further instruments and documents and take such further action as is necessary
or reasonably requested further to perfect, or to protect the perfection of, the
liens and security interests granted under the Trust Security Documents,
including, without limitation, the filing of any financing or continuation
statements under the Uniform Commercial Code in effect in any jurisdiction. In
addition to the foregoing, at any time and from time to time, upon the written
request of the Trustee (which shall be made only upon the written direction of
the Administrative Agent), and at the expense of the Company, each Obligor will
promptly execute and deliver any and all such further instruments and documents
and take such further action as the Trustee has been so directed is necessary or
reasonably requested to obtain the full benefits of this Trust Agreement and the
Trust Security Documents and of the rights and powers herein and therein
granted, including, without limitation, the filing of any financing or
continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the liens and security interests granted by the
Trust Security Documents. Each Obligor also hereby authorizes the Trustee to
sign and the Administrative Agent or the Trustee to file any such financing or
continuation statements without the signature of such Obligor to the extent
permitted by applicable law. Notwithstanding the foregoing, in no event shall
the Trustee have any obligation to monitor the perfection or continuation of
perfection or the sufficiency or validity of any security interest in or related
to the Collateral.

                                  SECTION 5.

                                  THE TRUSTEE

          5.1   Acceptance of Trust.  The Trustee, for itself and its
          -------------------------
successors, hereby accepts the trusts created by this Trust Agreement upon the
terms and conditions hereof.

          5.2   Exculpatory Provisions.  (a) The Trustee shall not be
          ----------------------------
responsible in any manner whatsoever for the correctness of any recitals,
statements, representations or warranties herein, all of which are made solely
by the Obligors. The Trustee makes no representations as to the value or
condition of the Trust Estate or any part thereof, or as to the title of the
Obligors thereto or as to the security afforded by this Trust Agreement or any
Trust Security Document, or as to the validity, execution (except its
execution), enforceability, legality or sufficiency of this Trust Agreement, the
Trust Security Documents or the Secured Obligations, and the Trustee shall incur
no liability or responsibility in respect of any such matters.

          (b)  The Trustee shall not be required to ascertain or inquire as to
the performance by the Obligors of any of the covenants or agreements contained
herein or in any Trust Security Document or Secured Instrument. Whenever it is
necessary, or in the opinion of the Trustee

                                       24
<PAGE>

advisable, for the Trustee to ascertain the amount of Secured Obligations then
held by Secured Parties, the Trustee may rely on a certificate of the relevant
Public Debt Trustee, in the case of Public Debt Obligations, a certificate of
the Administrative Agent, in the case of Credit Agreement Obligations, or a
certificate of the Holder Representative in respect of the relevant Surety Bond
Obligations, in the case of such Surety Bond Obligations, and, if the relevant
Public Debt Trustee, the relevant Holder Representative in respect of the Surety
Bond Obligations or the Administrative Agent shall not give such information to
the Trustee, it shall not be entitled to receive distributions hereunder (in
which case distributions to those Persons who have supplied such information to
the Trustee shall be calculated by the Trustee using, for those Persons who have
not supplied such information, the list then most recently delivered by the
Company pursuant to subsection 4.2), and the amount so calculated to be
distributed to the Person who fails to give such information shall be held in
trust for such Person until such Person does supply such information to the
Trustee, whereupon on the next Distribution Date the amount distributable to
such Person shall be recalculated using such information and distributed to it.
Nothing in the preceding sentence shall prevent any Obligor from contesting any
amounts claimed by any Secured Party in any certificate so supplied.

          (c)  The Trustee shall be under no obligation or duty to take any
action under this Trust Agreement or any Trust Security Document if taking such
action (i) would subject the Trustee to a tax in any jurisdiction where it is
not then subject to a tax or (ii) would require the Trustee to qualify to do
business in any jurisdiction where it is not then so qualified, unless the
Trustee receive security or indemnity satisfactory to it against such tax (or
equivalent liability), or any liability resulting from such qualification, in
each case as results from the taking of such action under this Trust Agreement
or any Trust Security Document.

          (d)  The Trustee shall have the same rights with respect to any
Secured Obligation held by it as any other Secured Party and may exercise such
rights as though it were not the Trustee hereunder, and may accept deposits
from, lend money to, and generally engage in any kind of banking or trust
business with, any of the Obligors as if it were not the Trustee.

          (e)  The Trustee shall not be liable for any action taken or omitted
to be taken in accordance with this Trust Agreement or the Trust Security
Documents except for its own gross negligence or willful misconduct.

          5.3   Delegation of Duties.  The Trustee may execute any of the trusts
          --------------------------
or powers hereof and perform any duty hereunder either directly or by or through
agents or attorneys-in-fact. The Trustee shall be entitled to advice of counsel
concerning all matters pertaining to such trusts, powers and duties. The Trustee
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it without gross negligence or willful misconduct.

          5.4   Reliance by Trustee.  (a) Whenever in the administration of this
          -------------------------
Trust Agreement or the Trust Security Documents the Trustee shall deem it
necessary or desirable that a factual matter be proved or established in
connection with the Trustee taking, suffering or omitting any action hereunder
or thereunder, such matter (unless other evidence in respect thereof is herein
specifically prescribed) may be deemed to be conclusively proved or established
by a certificate of a Responsible Officer delivered to the Trustee, and such
certificate shall be full warrant to the Trustee for any action taken, suffered
or omitted in reliance thereon, subject, however, to the provisions of
subsection 5.5.

                                       25
<PAGE>

          (b)  The Trustee may consult with counsel, and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action
taken or suffered by it hereunder or under any Trust Security Document in
accordance therewith. The Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement and the Trust
Security Documents from any court of competent jurisdiction.

          (c)  The Trustee may rely, and shall be fully protected in acting,
upon any resolution, statement, certificate, instrument, opinion, report,
notice, request, consent, order, bond or other paper or document which it has no
reason to believe to be other than genuine and to have been signed or presented
by the proper party or parties or, in the case of cables, telecopies and
telexes, to have been sent by the proper party or parties. In the absence of its
own gross negligence or willful misconduct, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Trust Agreement.

          (d)  The Trustee shall not be under any obligation to exercise any of
the rights or powers vested in the Trustee by this Trust Agreement and the Trust
Security Documents, at the request or direction of the Required Secured Parties
or Required Other Collateral Secured Parties, as the case may be, pursuant to
this Trust Agreement or otherwise, unless the Trustee shall have been provided
adequate security and indemnity against the costs, expenses and liabilities
which may be incurred by the Trustee in compliance with such request or
direction, including such reasonable advances as may be requested by the
Trustee.

          (e)  Upon any application or demand by any of the Obligors (except any
such application or demand which is expressly permitted to be made orally) to
the Trustee to take or permit any action under any of the provisions of this
Trust Agreement or any Trust Security Document, the Company shall furnish to the
Trustee a certificate of a Responsible Officer stating that all conditions
precedent, if any, provided for in this Trust Agreement, in any relevant Trust
Security Document or in the Credit Agreement relating to the proposed action
have been complied with, and in the case of any such application or demand as to
which the furnishing of any document is specifically required by any provision
of this Trust Agreement or a Trust Security Document relating to such particular
application or demand, such additional document shall also be furnished.

          (f)  Any Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate of a Responsible Officer or representations
made by a Responsible Officer in a writing filed with the Trustee.

          5.5   Limitations on Duties of Trustee.  (a) Unless a Notice of
          --------------------------------------
Acceleration is in effect, the Trustee shall be obligated to perform such duties
and only such duties as are specifically set forth in this Trust Agreement and
the Trust Security Documents, and no implied covenants or obligations shall be
read into this Trust Agreement or any Trust Security Document against the
Trustee. If and so long as a Notice of Acceleration is in effect, the Trustee
may, subject to the provisions of subsection 2.5(b), exercise the rights and
powers vested in the Trustee by this Trust Agreement and the Trust Security
Documents, and shall not be liable with respect to any action taken, or omitted
to be taken, in accordance with the direction of the Required Secured Parties or
(with respect to actions in respect of the Other Collateral or the Other
Collateral Sub-Account) the Required Other Collateral Secured Parties.

                                       26
<PAGE>

          (b)  Except as herein otherwise expressly provided, the Trustee shall
not be under any obligation to take any action which is discretionary with the
Trustee under the provisions hereof or of any Trust Security Document except
upon the written request of the Required Secured Parties or (with respect to
actions in respect of the Other Collateral or the Other Collateral Sub-Account)
the Required Other Collateral Secured Parties. The Trustee shall make available
for inspection and copying by the Administrative Agent, each Holder
Representative in respect of the Surety Bond Obligations and each Public Debt
Trustee each certificate or other paper furnished to the Trustee by any of the
Obligors under or in respect of this Trust Agreement or any of the Collateral.

          (c)  No provision of this Trust Agreement or of any Trust Security
Document shall be deemed to impose any duty or obligation on the Trustee to
perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it, in any jurisdiction in which it shall be illegal, or
in which the Trustee shall be unqualified or incompetent, to perform any such
act or acts or to exercise any such right, power, duty or obligation or if such
performance or exercise would constitute doing business by the Trustee in such
jurisdiction or impose a tax on the Trustee by reason thereof or to risk its own
funds or otherwise incur any financial liability in the performance of its
duties hereunder.

          5.6   Moneys to be Held in Trust.  All moneys received by the Trustee
          --------------------------------
under or pursuant to any provision of this Trust Agreement or any Trust Security
Document (except Trustee Fees) shall be held in trust for the purposes for which
they were paid or are held.

          5.7   Resignation and Removal of the Trustee.  (a) The Trustee may at
          --------------------------------------------
any time, by giving written notice to the Company, the Administrative Agent,
each Holder Representative in respect of the Surety Bond Obligations and each
Public Debt Trustee, resign and be discharged of the responsibilities hereby
created, such resignation to become effective upon (i) the appointment of a
successor Trustee, (ii) the acceptance of such appointment by such successor
Trustee and (iii) the approval of such successor Trustee evidenced by one or
more instruments signed by the Administrative Agent. If no successor Trustee
shall be appointed and shall have accepted such appointment within 90 days after
the Trustee gives the aforesaid notice of resignation, the Trustee, the Company,
the Administrative Agent, any Public Debt Trustee, any Holder Representative in
respect of the Surety Bond Obligations or any Secured Party may apply to any
court of competent jurisdiction to appoint a successor Trustee to act until such
time, if any, as a successor Trustee shall have been appointed as provided in
this subsection 5.7. Any successor so appointed by such court shall immediately
and without further act be superseded by any successor Trustee appointed by the
Administrative Agent as provided in subsection 5.7(b). The Administrative Agent
may, at any time upon giving 30 days' prior written notice thereof to the
Trustee, each Public Debt Trustee and each Holder Representative in respect of
the Surety Bond Obligations, remove the Trustee and appoint a successor Trustee,
such removal to be effective upon the acceptance of such appointment by the
successor. The Trustee shall be entitled to Trustee Fees to the extent incurred
or arising, or relating to events occurring, before such resignation or removal.

          (b)  If at any time the Trustee shall resign or be removed or
otherwise become incapable of acting, or if at any time a vacancy shall occur in
the office of the Trustee for any other cause, a successor Trustee may be
appointed by the Administrative Agent with the consent of the Company, which
consent shall not be unreasonably withheld. The powers, duties,

                                       27
<PAGE>

authority and title of the predecessor Trustee shall be terminated and cancelled
without procuring the resignation of such predecessor and without any other
formality (except as may be required by applicable law) than appointment and
designation of a successor in writing duly acknowledged and delivered to the
predecessor and the Company. Such appointment and designation shall be full
evidence of the right and authority to make the same and of all the facts
therein recited, and this Trust Agreement and the Trust Security Agreements
shall vest in such successor, without any further act, deed or conveyance, all
the estates, properties, rights, powers, trusts, duties, authority and title of
its predecessor; but such predecessor shall, nevertheless, on the written
request of the Administrative Agent, the Company, or the successor, execute and
deliver an instrument transferring to such successor all the estates,
properties, rights, powers, trusts, duties, authority and title of such
predecessor hereunder and under the Trust Security Documents and shall deliver
all Collateral held by it or its agents to such successor. Should any deed,
conveyance or other instrument in writing from any Obligor be required by any
successor Trustee for more fully and certainly vesting in such successor the
estates, properties, rights, powers, trusts, duties, authority and title vested
or intended to be vested in the predecessor Trustee, any and all such deeds,
conveyances and other instruments in writing shall, on request of such
successor, be executed, acknowledged and delivered by such Obligor. If such
Obligor shall not have executed and delivered any such deed, conveyance or other
instrument within 10 days after it received a written request from the successor
Trustee to do so, or if a Notice of Acceleration is in effect, the predecessor
Trustee may execute the same on behalf of such Obligor. Such Obligor hereby
appoints any predecessor Trustee as its agent and attorney to act for it as
provided in the next preceding sentence.

          5.8   Status of Successor Trustee.  Every successor Trustee appointed
          ---------------------------------
pursuant to subsection 5.7 shall be a bank or trust company in good standing and
having power to act as Trustee hereunder, incorporated under the laws of the
United States of America or any State thereof or the District of Columbia and
having its principal corporate trust office within the 48 contiguous States and
shall also have capital, surplus and undivided profits of not less than
$100,000,000, if there be such an institution with such capital, surplus and
undivided profits willing, qualified and able to accept the trust hereunder upon
reasonable or customary terms.

          5.9   Merger of the Trustee.  Any corporation into which the Trustee
          ---------------------------
may be merged, or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Trustee shall be a
party, shall be Trustee under this Trust Agreement and the Trust Security
Documents without the execution or filing of any paper or any further act on the
part of the parties hereto.

          5.10  Co-Trustee; Separate Trustee.  (a) If at any time or times it
          -----------------------------------
shall be necessary or prudent in order to conform to any law of any jurisdiction
in which any of the Collateral shall be located, or to avoid any violation of
law or imposition on the Trustee of taxes by such jurisdiction not otherwise
imposed on the Trustee, or the Trustee shall be advised by counsel, satisfactory
to it, that it is necessary or prudent in the interest of the Secured Parties,
or the Administrative Agent, any Holder Representative in respect of the Surety
Bond Obligations or any Public Debt Trustee shall in writing so request the
Trustee and the Obligors, or the Trustee shall deem it desirable for its own
protection in the performance of its duties hereunder or under any Trust
Security Document, the Trustee and each of the Obligors shall execute and
deliver all instruments and agreements necessary or proper to constitute another
bank or trust

                                       28
<PAGE>

company, or one or more persons approved by the Trustee and the Obligors, either
to act as co-trustee or co-trustees of all or any of the Collateral under this
Trust Agreement or under any of the Trust Security Documents, jointly with the
Trustee originally named herein or therein or any successor Trustee, or to act
as separate trustee or trustees of any of the Collateral. If any of the Obligors
shall not have joined in the execution of such instruments and agreements within
10 days after it receives a written request from the Trustee to do so, or if a
Notice of Acceleration is in effect, the Trustee may act under the foregoing
provisions of this subsection 5.10(a) without the concurrence of such Obligors
and execute and deliver such instruments and agreements on behalf of such
Obligors. Each of the Obligors hereby appoints the Trustee as its agent and
attorney to act for it under the foregoing provisions of this subsection 5.10(a)
in either of such contingencies.

          (b)  Every separate trustee and every co-trustee, other than any
successor Trustee appointed pursuant to subsection 5.7, shall, to the extent
permitted by law, be appointed and act and be such, subject to the following
provisions and conditions:

          (i)     all rights, powers, duties and obligations conferred upon the
     Trustee in respect of the custody, control and management of moneys, papers
     or securities shall be exercised solely by the Trustee or any agent
     appointed by the Trustee;

          (ii)    all rights, powers, duties and obligations conferred or
     imposed upon the Trustee hereunder and under the relevant Trust Security
     Document or Documents shall be conferred or imposed and exercised or
     performed by the Trustee and such separate trustee or separate trustees or
     co-trustee or co-trustees, jointly, as shall be provided in the instrument
     appointing such separate trustee or separate trustees or co-trustee or co-
     trustees, except to the extent that under any law of any jurisdiction in
     which any particular act or acts are to be performed the Trustee shall be
     incompetent or unqualified to perform such act or acts, or unless the
     performance of such act or acts would result in the imposition of any tax
     on the Trustee which would not be imposed absent such joint act or acts, in
     which event such rights, powers, duties and obligations shall be exercised
     and performed by such separate trustee or separate trustees or co-trustee
     or co-trustees;

          (iii)   no power given hereby or by the relevant Trust Security
     Documents to, or which it is provided herein or therein may be exercised
     by, any such co-trustee or co-trustees or separate trustee or separate
     trustees shall be exercised hereunder or thereunder by such co-trustee or
     co-trustees or separate trustee or separate trustees except jointly with,
     or with the consent in writing of, the Trustee, anything contained herein
     to the contrary notwithstanding;

          (iv)    no trustee hereunder shall be personally liable by reason of
     any act or omission of any other trustee hereunder; and

          (v)     the Company and the Trustee, at any time by an instrument in
     writing executed by them jointly, may accept the resignation of or remove
     any such separate trustee or co-trustee and, in that case by an instrument
     in writing executed by them jointly, may appoint a successor to such
     separate trustee or co-trustee, as the case may be, anything contained
     herein to the contrary notwithstanding. If the Company shall not have
     joined in the execution of any such instrument within 10 days after it
     receives a

                                       29
<PAGE>

     written request from the Trustee to do so, or if a Notice of Acceleration
     is in effect, the Trustee shall have the power to accept the resignation of
     or remove any such separate trustee or co-trustee and to appoint a
     successor without the concurrence of the Company, the Company hereby
     appointing the Trustee its agent and attorney to act for it in such
     connection in such contingency. If the Trustee shall have appointed a
     separate trustee or separate trustees or co-trustee or co-trustees as above
     provided, the Trustee may at any time, by an instrument in writing, accept
     the resignation of or remove any such separate trustee or co-trustee and
     the successor to any such separate trustee or co-trustee shall be appointed
     by the Company and the Trustee, or by the Trustee alone pursuant to this
     subsection 5.10(b).

          5.11  Treatment of Payee or Indorsee by Trustee; Representatives of
          ----------------------------------------------------------------------
Secured Parties.  (a) The Trustee may treat the registered holder or, if none,
---------------
the payee or indorsee of any promissory note or debenture evidencing a Secured
Obligation as the absolute owner thereof for all purposes and shall not be
affected by any notice to the contrary, whether such promissory note or
debenture shall be past due or not.

          (b)  Any Person (other than the Administrative Agent and any Public
Debt Trustee) which shall be designated as the duly authorized representative of
one or more Secured Parties to act as such in connection with any matters
pertaining to this Trust Agreement or the Collateral shall present to the
Trustee such documents, including, without limitation, Opinions of Counsel, as
the Trustee may reasonably require, in order to demonstrate to the Trustee the
authority of such Person to act as the representative of such Secured Parties
(it being understood that (i) the holders of Credit Agreement Obligations are
represented hereunder by the Administrative Agent, the holders of the Public
Debt Obligations are represented hereunder by relevant Public Debt Trustee and
the holders of the Surety Bond Obligations are represented by the related Holder
Representatives and (ii) such holders shall have no other rights pursuant to
this subsection 5.11(b)). The authority of the Administrative Agent, each Holder
Representative in respect of the Surety Bond Obligations and each Public Debt
Trustee shall be demonstrated by their inclusion as such in the lists from time
to time delivered pursuant to subsection 4.2.

                                  SECTION 6.

                                 MISCELLANEOUS

          6.1   Notices.  Unless otherwise specified herein, all notices,
          -------------
requests, demands or other communications given to any of the Obligors, the
Trustee, the Administrative Agent, any Holder Representative in respect of the
Surety Bond Obligations or any Public Debt Trustee shall be given in writing or
by facsimile transmission and shall be deemed to have been duly given when
personally delivered or when duly deposited in the mails, registered or
certified mail postage prepaid, or when transmitted by facsimile transmission,
addressed (i) if to any Obligor or the Trustee, to such party at its address
specified on the signature pages hereof or any other address which such party
shall have specified as its address for the purpose of communications hereunder,
by notice given in accordance with this subsection 6.1 to the party sending such
communication or (ii) if to the Administrative Agent, any each Holder
Representative in respect of the Surety Bond Obligations or any Public Debt
Trustee, to it at its address specified from

                                       30
<PAGE>

time to time in the list provided by the Company to the Trustee pursuant to
subsection 4.2; provided that any notice, request or demand to the Trustee shall
                --------
not be effective until received by the Trustee in writing or by facsimile
transmission in the corporate trust division at the office designated by it
pursuant to this subsection 6.1.

          6.2   No Waivers.  No failure on the part of the Trustee, any co-
          ----------------
trustee, any separate trustee, the Administrative Agent, any Holder
Representative in respect of the Surety Bond Obligations, any Public Debt
Trustee or any Secured Party to exercise, no course of dealing with respect to,
and no delay in exercising, any right, power or privilege under this Trust
Agreement or any Trust Security Document shall operate as a waiver thereof nor
shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.

          6.3   Amendments, Supplements and Waivers. (a) With the written
          -----------------------------------------
consent of the Administrative Agent, the Trustee and the Obligors may, from time
to time, enter into written agreements supplemental hereto or to any Trust
Security Document for the purpose of adding to, or waiving any provisions of,
this Trust Agreement or any Trust Security Document or changing in any manner
the rights of the Trustee, the Secured Parties or the Obligors hereunder or
thereunder; provided that no such supplemental agreement shall (i) amend, modify
            --------
or waive any provision of this subsection 6.3 without the written consent of the
Administrative Agent and each Public Debt Trustee, (ii) except as provided in
the next succeeding sentence, reduce the percentages or change the numbers
specified in the definition of Required Secured Parties or Required Other
Collateral Secured Parties or amend, modify or waive any provision of subsection
3.4 or the definition of Secured Obligations without the written consent of each
Secured Party whose rights would be adversely affected thereby or (iii) amend,
modify or waive any provision of Section 4 or 5 or alter the duties, rights or
obligations of the Trustee hereunder or under the Trust Security Documents
without the written consent of the Trustee. In addition, if the Administrative
Agent shall advise the Trustee in writing that the Required Lenders (as defined
in the Credit Agreement) have agreed with the Company that additional
indebtedness of the Company shall be secured equally and ratably by all or any
portion of the Collateral, the Trustee shall enter into such supplemental
agreements satisfactory to the Trustee with the Obligors as shall be reasonably
requested by the Administrative Agent to effect such agreement (which
supplemental agreement may be in the form of an amendment and restatement of
this Trust Agreement). Any such supplemental agreement shall be binding upon the
Obligors, the Administrative Agent, each Public Debt Trustee, the Secured
Parties and the Trustee and their respective successors.

          (b)  Without the consent of the Administrative Agent, any Public Debt
Trustee or any Secured Party, the Trustee and any of the Obligors, at any time
and from time to time, may enter into one or more agreements supplemental hereto
or to any Trust Security Document, in form satisfactory to the Trustee, (i) to
add to the covenants of such Obligor for the benefit of the Secured Parties or
to surrender any right or power herein conferred upon such Obligor; (ii) to
mortgage or pledge to the Trustee, or grant a security interest in favor of the
Trustee in, any property or assets as additional security for the Secured
Obligations; or (iii) to cure any ambiguity, to correct or supplement any
provision herein or in any Trust Security Document which may be defective or
inconsistent with any other provision herein or therein, or to make any other
provision with respect to matters or questions arising hereunder which shall not
be

                                       31
<PAGE>

inconsistent with any provision hereof; provided that any such action
                                        --------
contemplated by this clause (iii) shall not adversely affect the interests of
the Secured Parties.

          6.4   Headings.  The table of contents and the headings of Sections
          --------------
and subsections have been included herein and in the Trust Security Documents
for convenience only and should not be considered in interpreting this Trust
Agreement or the Trust Security Documents.

          6.5   Severability.  Any provision of this Trust Agreement which is
          ------------------
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

          6.6   Successors and Assigns.  This Trust Agreement shall be binding
          ----------------------------
upon and inure to the benefit of each of the parties hereto and their respective
successors and assigns and shall inure to the benefit of each of the Secured
Parties and their respective successors and assigns, and nothing herein is
intended or shall be construed to give any other Person any right, remedy or
claim under, to or in respect of this Trust Agreement or any Collateral.

          6.7   Currency Conversions.  In calculating the amount of Secured
          --------------------------
Obligations or Collateral proceeds for any purpose hereunder, including, without
limitation, voting or distribution purposes, the amount of any Secured
Obligation which is denominated in a currency other than Dollars shall be
converted by the Administrative Agent into Dollars at the spot rate for
purchasing Dollars with such currency as set forth in The Wall Street Journal on
                                                      -----------------------
the business day prior to the date on which such calculation is to be made.

          6.8   Governing Law.  This Trust Agreement shall be governed by, and
          -------------------
construed and interpreted in accordance with, the laws of the State of New York.

          6.9   Counterparts.  This Trust Agreement may be signed in any number
          ------------------
of counterparts with the same effect as if the signatures thereto and hereto
were upon the same instrument.

          6.10  Termination.  (a) Upon (i) receipt by the Trustee from the
          -----------------
Administrative Agent of (A) a written direction to cause the liens created by
subsection 4.7 and by the Trust Security Documents to be released and discharged
or (B) a written notice stating that the Credit Agreement has terminated in
accordance with the terms thereof, and (ii) payment in full of all Trustee Fees,
the security interests created by subsection 4.7 and by the Trust Security
Documents shall terminate forthwith and all right, title and interest of the
Trustee in and to the Collateral shall revert to the Obligors, their successors
and assigns.

          (b)  Upon the termination of the Trustee's security interest and the
release of the Collateral in accordance with subsection 6.10(a), the Trustee
will promptly, at the Company's written request and expense, (i) execute and
deliver to the Company such documents as the Company shall reasonably request to
evidence the termination of such security interest or the release of the
Collateral and (ii) deliver or cause to be delivered to the Obligors all
property of the Obligors then held by the Trustee or any agent thereof.

                                       32
<PAGE>

          (c)  Upon receipt by the Trustee from the Company of a certificate of
the Company that all the Capital Stock of an Obligor has been sold to a third
party (which certificate shall be accompanied by a written statement from the
Administrative Agent that such sale is or will be in accordance with the Credit
Agreement), (i) such Obligor and each Subsidiary of such Obligor which is
included in such sale (such Obligor and each such Subsidiary being referred to
herein as "Included Obligors") shall cease to be an Obligor hereunder or a party
           -----------------
to any Trust Security Document and shall be released from its obligations
pursuant hereto and thereto, (ii) the security interests created by the Trust
Security Documents entered into by such Included Obligors in all right, title
and interest of such Included Obligors in the Collateral, and the security
interests created by the Trust Security Documents in the Capital Stock of such
Obligor, shall terminate, in each case only with respect to such Included
Obligors and such Capital Stock, (iii) all right, title and interest of the
Trustees in and to the Collateral subject to such security interests shall
revert to such Included Obligors, their successors and assigns and (iv) any
obligations of such Included Obligors shall, unless otherwise expressly notified
by the Company to the Trustee and the Administrative Agent in writing, cease to
be Secured Obligations. Upon any such termination, the Trustee will promptly, at
the Company's written request and at the Company's expense, (x) execute and
deliver to such Included Obligors (and the Obligor that pledged such Capital
Stock under the Trust Security Documents) such documents as the Company shall
reasonably request to evidence the termination of such security interest or the
release of such Collateral, (y) deliver or cause to be delivered to such
Included Obligors all property of such Included Obligors then held by the
Trustees or any agent thereof and (z) deliver such Capital Stock to the Obligor
that pledged such Capital Stock under the Trust Security Documents.

          (d)  This Trust Agreement shall terminate when the security interest
granted under the Trust Security Documents has terminated and the Collateral has
been released; provided that the provisions of subsections 4.3, 4.4, 4.5 and 4.6
               --------
shall not be affected by any such termination.

          (e)  The Trustee will, at any time, upon the written instruction of
the Administrative Agent, at the sole expense of the relevant Obligor, execute
and deliver to the relevant Obligor all releases or other documents reasonably
necessary or desirable for any release contemplated above in this Section 6.10
of the Liens created by the Trust Security Documents on the Collateral specified
by the Administrative Agent in such instruction.

          6.11  New Obligors.  During the term of this Trust Agreement, one or
          ------------------
more additional Subsidiaries may become a party to this Trust Agreement by
executing an assumption agreement, substantially in the form of Exhibit B,
whereupon such Subsidiary shall become an Obligor for all purposes and to the
same extent as if originally a party hereto and shall be bound by and entitled
to the benefits of this Trust Agreement.

          6.12  Inspection by Regulatory Agencies.  The Trustee shall make
          ---------------------------------------
available, and shall cause each custodian and agent acting on its behalf in
connection with this Trust Agreement to make available, all Collateral in such
Person's possession at all times for inspection by any regulatory agency having
jurisdiction over an Obligor to the extent required by such regulatory agency in
its discretion.

                                       33
<PAGE>

          6.13   Confidentiality.  The Trustee agrees to keep confidential any
          ----------------------
written information (a) provided to it by or on behalf of the Company or any of
its Subsidiaries pursuant to or in connection with the Trust Agreement or any
Trust Security Document or (b) obtained by the Trustee based on a review of the
books and records of the Company or any of its Subsidiaries; provided that
nothing herein shall prevent the Trustee from disclosing any such information
(i) to the Administrative Agent or any other Lender, (ii) to its employees,
directors, agents, attorneys, accountants and other professional advisors, (iii)
upon the request or demand of any Governmental Authority having jurisdiction
over the Trustee or as shall be required pursuant to any Requirement of Law,
(iv) in response to any order of any court or other Governmental Authority or as
may otherwise be required pursuant to any Requirement of Law, (v) in connection
with any litigation to which the Trustee is a party, (vii) which has been
publicly disclosed other than in breach of the Trust Agreement, or (viii) to the
extent reasonably necessary, in connection with the exercise of any remedy
hereunder.

          6.14   Submission to Jurisdiction; Waivers.  Each Obligor hereby
          ------------------------------------------
irrevocably and unconditionally:

          (a)  submits for itself and its property in any legal action or
     proceeding relating to this Trust Agreement and the other Trust Security
     Documents to which it is a party, or for recognition and enforcement of any
     judgment in respect thereof, to the non-exclusive general jurisdiction of
     the Courts of the State of New York, the courts of the United States of
     America for the Southern District of New York, and appellate courts from
     any thereof;

          (b)  to the extent permitted by applicable law, consents that any such
     action or proceeding may be brought in such courts and waives any objection
     that it may now or hereafter have to the venue of any such action or
     proceeding in any such court or that such action or proceeding was brought
     in an inconvenient court and agrees not to plead or claim the same;

          (c)  agrees that service of process in any such action or proceeding
     may be effected by mailing a copy thereof by registered or certified mail
     (or any substantially similar form of mail), postage prepaid, to such
     Obligor at its address set forth in subsection 6.1 or at such other address
     of which the Trustee shall have been notified pursuant thereto;

          (d)  agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e)  waives, to the maximum extent not prohibited by law, any right it
     may have to claim or recover in any legal action or proceeding referred to
     in this subsection any special, exemplary, punitive or consequential
     damages.

          6.15   WAIVERS OF JURY TRIAL.  THE TRUSTEE AND EACH OF THE OBLIGORS
          ----------------------------
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS TRUST

                                       34
<PAGE>

AGREEMENT OR ANY OTHER TRUST SECURITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                                       35
<PAGE>

                                                                         ANNEX I

                           Trust Security Documents
                           ------------------------

1.  Deed of Charge, dated 12 March 1998, made between F-M UK Holdings Inc. and
    First Union National Bank as chargee.

2.  Deed of Charge, dated 6 January 1999, made between F-M UK Holdings Inc. and
    First Union National Bank as chargee.

3.  Deed of Charge, dated 3 November 1999, made between F-M UK Holdings Inc. and
    First Union National Bank as chargee.

4.  Deed of Charge made between F-M UK Holdings Inc. and First Union National
    Bank as chargee, to be executed and delivered in connection with the Fourth
    Amended and Restated Credit Agreement, dated as of December 29, 2000.

5.  Deed of Charge, dated 22 July 1998, made between F-M UK Holding Limited and
    First Union National Bank as chargee.

6.  Deed of Charge, dated 6 January 1999, made between F-M UK Holding Limited
    and First Union National Bank as chargee.

7.  Deed of Charge, dated 3 November 1999, made between F-M UK Holding Limited
    and First Union National Bank as chargee.

8.  Deed of Charge made between F-M UK Holding Limited and First Union National
    Bank as chargee, to be executed and delivered in connection with the Fourth
    Amended and Restated Credit Agreement, dated as of December 29, 2000.

9.  Second Amended and Restated Domestic Pledge Agreement, dated as of December
    29, 2000, made among the Grantors named therein and the First Union National
    Bank as Trustee.


                                       1
<PAGE>

                                                                       EXHIBIT A

                        FORM OF NOTICE OF ACCELERATION

                                                     [Date]

To:  First Union National Bank, as Trustee

Re:  Amended and Restated Trust Agreement, dated as of December 29, 2000, among
     Federal-Mogul Corporation (the "Company"), the subsidiaries of the Company
                                     -------
     parties thereto (together with the Company, the "Obligors") and First Union
                                                      --------
     National Bank, as Trustee (the "Trust Agreement").
                                     ---------------

     [The [Credit Agreement Obligations] [Public Debt Obligations] have not been
paid in full at the stated final maturity and any applicable grace period has
expired.]  [A default has occurred under the provisions of the [Credit
Agreement] [Public Debt Indenture] [Surety Bond Documents] and, as a result
thereof, the [Credit Agreement Obligations] [Public Debt Obligations] [Surety
Bond Obligations] have become due and payable prior to the stated maturity
thereof.]

     Terms defined in the Trust Agreement and used herein shall have the
meanings given to them in the Trust Agreement.

                                         [THE CHASE MANHATTAN BANK,
                                          as Administrative Agent]
                                         [U.S. BANK TRUST NATIONAL ASSOCIATION
                                          as Public Debt Trustee]
                                         [THE BANK OF NEW YORK, as
                                          Public Debt Trustee]
                                         [NAME OF SURETY PARTY], as
                                          Surety Party


                                         By:_______________________________
                                             Name:
                                             Title:

                                       1
<PAGE>

                                                                       EXHIBIT B

                         FORM OF ASSUMPTION AGREEMENT

          ASSUMPTION AGREEMENT, dated as of ________ __, 200__, made by
_________________, a _________________ corporation (the "New Obligor") in favor
                                                         -----------
of First Union National Bank, a national banking association, as Trustee under
the Trust Agreement referred to below (in such capacity, the "Trustee").   All
                                                              -------
capitalized terms not defined herein shall have the meanings ascribed to them in
the Trust Agreement.

                             W I T N E S S E T H:
                             -------------------

          WHEREAS, Federal-Mogul Corporation, a Michigan corporation (the

"Company"), certain subsidiaries of the Company (together with the Company, the
--------
"Obligors") and the Trustee have entered into the Amended and Restated Trust
 --------
Agreement, dated as of December 29, 2000 (as amended, supplemented or otherwise
modified from time to time, the "Trust Agreement"); and
                                 ---------------

          WHEREAS, the New Obligor desires to become a party to the Trust
Agreement in accordance with subsection 6.11 of the Trust Agreement;

          NOW, THEREFORE, IT IS AGREED:

          1.  Trust Agreement. By executing and delivering this Assumption
Agreement, the New Obligor hereby becomes a party to the Trust Agreement as an
"Obligor" thereunder and, without limiting the foregoing, hereby expressly
assumes all obligations and liabilities of an "Obligor" thereunder.

          2.  GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
              -------------
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                          [NEW OBLIGOR]


                                          By:  _______________________________
                                             Name:
                                             Title:

                                          Address for Notices:

                                          Fax:
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Trust be duly
executed by their respective authorized officers as of the day and year above.


                             FEDERAL-MOGUL CORPORATION
                             FEDERAL-MOGUL IGNITION COMPANY
                             CARTER AUTOMOTIVE COMPANY, INC.
                             FEDERAL-MOGUL U.K. HOLDINGS INC.
                             FEDERAL-MOGUL AVIATION, INC.
                             FEDERAL-MOGUL PRODUCTS, INC.
                             FERODO AMERICA, INC.
                             FEDERAL-MOGUL SINTERED PRODUCTS, INC.
                             FEDERAL-MOGUL SINTERED PRODUCTS-WAUPUN, INC.
                             FEDERAL-MOGUL CAMSHAFTS, INC.
                             FEDERAL-MOGUL SYSTEMS PROTECTION GROUP, INC.
                             FEDERAL-MOGUL POWERTRAIN, INC.
                             FEDERAL-MOGUL RPB, INC.
                             FEDERAL-MOGUL LAGRANGE, INC.
                             FEDERAL-MOGUL CAROLINA, INC.
                             FEDERAL-MOGUL SOUTH BEND, INC.
                             FEDERAL-MOGUL SEALING SYSTEMS, INC.
                             T&N INDUSTRIES INC.
                             WEYBURN ACQUISITION CORPORATION
                             AE GOETZE FB INC.


                             By: /s/ Scott Argersinger
                                ------------------------
                             Name:  Scott Argersinger
                             Title: Authorized Representative


                             Address for Notices:
                             Federal-Mogul Corporation
                             26555 Northwestern Highway
                             Southfield, MI 48034
                             Attention: David Sherbin
                             Fax: 248-354-8103



<PAGE>



                                                                               2

                             F-M UK HOLDING LIMITED

                             By: /s/ David Bozynski
                               ---------------------
                             Name:  David Bozynski
                             Title: Director

                             By: /s/ James Zamoyski
                               ---------------------
                             Name:  James Zamoyski
                             Title: Director

                             Address for Notices:
                             Federal-Mogul Corporation
                             26555 Northwestern Highway
                             Southfield, MI 48034
                             Attention: David Sherbin
                             Fax: 248-354-8103

<PAGE>


                             FIRST UNION NATIONAL BANK,
                              as Trustee

                             By:      Paul F. Anatrella
                                -------------------------
                                Name: PAUL F. ANATRELLA
                                Title: VICE PRESIDENT

                             Address for Notices:
                             First Union National Bank
                             Corporate Trust Department
                             230 South Tryon Street, 9th Floor
                             Charlotte, NC 28288-1179
                             Attention: Paul F. Anatrella
                             Fax: 704-383-7316

</TEXT>
</DOCUMENT>
