New York, December 07, 2012 -- Moody's Investors Service assigned a B1 rating to Federal-Mogul Corporation's ("Federal-Mogul") proposed amended and extended senior secured term loan facility. In a related action Moody's assigned a Ba3 rating to the proposed amended senior secured asset based revolver and affirmed the following ratings: Federal-Mogul's Corporate Family and Probability of Default Ratings at B2; senior term loan due 2015 at B1; and Speculative Grade Liquidity rating at SGL-3. The rating outlook is stable.

The following ratings were assigned :

B1 (LGD3, 33%) to the new $1.2 billion senior secured term loan due January 2017;

Ba3 (LGD3, 32%) to the amended $650 million senior secured asset based revolver

The following ratings were affirmed:

Corporate Family Rating, at B2;

Probability of Default Rating, at B2;

Existing $540 million senior secured asset based revolver at Ba3 (LGD3, 32%), this rating will be withdrawn upon completion of the new amended facility;

Non-extended amounts of the $1.96 billion senior secured term loan due December 2014, at B1(LGD3, 33%);

$1.0 billion senior secured term loan facility due December 2015, which includes a $50 million senior secured synthetic letter of credit facility and a $0.95 billion senior secured term loan, at B1 (LGD3, 33%)

Speculative Grade Liquidity Rating at SGL- 3

Rating Rationale

Federal-Mogul recently announced its intention to amend its existing asset based revolving loan facility and senior secured term loan B facility. The amendment for the asset based revolving loan facility includes increases in its commitment to $650 million from $540 million, and extending its maturity date to 2017 (subject to certain conditions) from 2013, and certain other modifications. The amendment for the senior secured term loan B facility includes extending $1.2 billion of the current outstandings to 2017 from 2014, and certain other modifications.

Federal-Mogul also entered into an agreement under which it will privately place approximately $150 million of common stock to a subsidiary of Icahn Enterprises L.P. The company has also agreed to commence a subsequent rights offering of $150 million to shareholders of record. Icahn Enterprises has agreed to backstop the rights offering. The refinancing plan is conditioned upon a voluntary prepayment by Federal-Mogul of up to $300 million on the extended term loans. The equity investment and existing cash balances will be used to fund such prepayment.

The completion of the refinancing transaction should provide additional financial flexibility over the intermediate term as Federal-Mogul manages through weakening automotive demand in Europe and weaker commercial vehicle demand in North America. The company's announced restructuring actions and any additional headcount reductions also are expected to help mitigate these pressures. The refinancing transaction does not impact Federal-Mogul's B2 Corporate Family Rating (see press release dated October 25, 2012).

The principal methodology used in rating Federal-Mogul was the Global Automotive Supplier Industry Methodology published in January 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Federal-Mogul Corporation, headquartered in Southfield, Michigan, is a leading global supplier of vehicular parts, components, modules and systems to customers in the automotive, small engine, heavy-duty, marine, railroad, aerospace and industrial markets. The company's primary operating segments are: Powertrain: -pistons, rings, liners, valve seats & guides, bearings, bushings, ignition, sealing and systems protection products; and Vehicle Components Solutions: - Engine and sealing components, braking, wipers, steering & suspension, fluids and chemicals for aftermarket customers. Revenues for fiscal 2011 were $6.9 billion.

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Timothy L. Harrod Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Michael J. Mulvaney MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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