EQUITY PURCHASE AGREEMENT
THIS EQUITY PURCHASE AGREEMENT (this "AGREEMENT"), is dated as of January 9, 1998, by and
among each of the Persons (as hereinafter defined) set forth in the Schedule of Sellers attached hereto (each a
"SELLER" and collectively the "SELLERS") and Federal-Mogul Corporation, a Michigan corporation ("F-M" or
the "BUYER"). Capitalized terms used herein without definition have the meanings accorded such terms in
EXHIBIT A hereto.
R E C I T A L S
A. The Sellers collectively own (i) all of the partnership interests of Fel-Pro Master General Partnership, an
Illinois general partnership ("MGP"), and
(ii) all of the issued and outstanding capital stock of Felt Products Mfg. Co., a Delaware corporation, Fel-Pro
Management Co., a Delaware corporation, Meridian Parts Corporation, a California corporation, and Fel-Pro
Mexico S. de R.L. de C.V., a Mexican limited liability partnership (collectively, the "CORPORATIONS" and
together with MGP, the "COMPANIES").
B. Buyer desires to purchase all of the partnership interests of MGP and all of the issued and outstanding capital
stock of the Corporations.
C. Buyer desires to purchase certain real property owned by Fel-Pro Realty Corporation ("REALTY").
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
PURCHASE AND SALE OF EQUITY INTERESTS
SECTION 1.1 PURCHASE AND SALE
(a) Upon the terms and subject to the conditions set forth in this Agreement, Sellers shall sell to the Buyer,
without recourse, representation or warranty except as otherwise expressly provided herein, and Buyer shall
purchase from Sellers, (i) all of the outstanding shares of capital stock of the Corporations (the "SHARES") and
all of the partnership interests of MGP (the "PARTNERSHIP INTERESTS" and, together with the Shares, the