exv10w1





Exhibit 10.1


AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE




               This Agreement of Resignation, Appointment and Acceptance dated as of June 18, 2009 is made
by and among that issuer or other person who is identified in Exhibit A attached hereto (the
“Exhibit”) as the “Issuer” (the “Issuer”), Wells Fargo Bank, National Association, a national
association corporation with trust powers duly incorporated and validly existing under the laws
of the United States of America and having a corporate trust office at 230 W. Monroe Street,
Suite 2900, Chicago, IL 60606 (the “Trustee”) and The Bank of New York Mellon Trust Company,
N.A., a national banking association duly incorporated and validly existing under the laws of the
United States of America and having its principal corporate trust office at 700 S. Flower, Los
Angeles, CA 90017 (“BNYMTC”).



RECITALS:




               WHEREAS, the Issuer and the Trustee entered into one or more trust indentures, paying agency
agreements, registrar agreements, or other relevant agreements as such are more particularly
described in the Exhibit under the section entitled “Agreements” (individually and collectively
referred to herein as the “Agreements”) under which the Trustee was appointed in the capacity or
capacities identified in the Exhibit (each a “Capacity”, and collectively the “Capacities”);



               WHEREAS, the Issuer desires to appoint BNYMTC as the successor to the
Trustee in its Capacities under the Agreements; and



               WHEREAS, BNYMTC is willing to accept such appointment as the successor to the Trustee in its
Capacities under the Agreements.



               NOW, THEREFORE, the Issuer, the Trustee and BNYMTC, for and in consideration of the
premises and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, hereby consent and agree as follows:



ARTICLE I


THE TRUSTEE




               SECTION 1.01. The Trustee hereby resigns from its Capacities under the
Agreements.



               SECTION 1.02. The Trustee hereby assigns, transfers, delivers and confirms to BNYMTC all
right, title and interest of the Trustee in each of its Capacities relating to the
Agreements.



               SECTION 1.03. Nothing contained herein constitutes a waiver or assignment by
the Trustee of any compensation, reimbursement, expenses or indemnity to which it is or may be
entitled in its Capacities pursuant to the Agreements.













 





ARTICLE II


THE ISSUER




               SECTION 2.01. The Issuer hereby accepts the resignation of the Trustee from its
Capacities under the Agreements.



               SECTION 2.02. All conditions relating to the appointment of BNYMTC as the successor to the
Trustee in its Capacities under the Agreements have been met by the Issuer, and the Issuer hereby
appoints BNYMTC to its Capacities under the Agreements with like effect as if originally named to
such Capacities under the Agreements.



               SECTION 2.03. The Issuer acknowledges its obligation set forth in the Agreements to
indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability, claim,
damage, or expense incurred without negligence, willful misconduct or bad faith on the part of
the Trustee, in its Capacities, relating to the acceptance or administration of its duties,
rights, privileges, and obligations under the Agreements (the Issuer’s obligation shall survive
the execution hereof.)



ARTICLE III


BNYMTC




               SECTION 3.01. BNYMTC hereby represents and warrants to the Trustee and to
the Issuer that BNYMTC is qualified to act in the Capacities under the Agreements.



               SECTION 3.02. BNYMTC hereby accepts its appointment to the Capacities under the Agreements
and accepts and assumes the rights, powers, duties, privileges, benefits, protections,
immunities, indemnities and obligations of the Trustee under the Agreements, upon the terms and
conditions set forth therein, with like effect as if originally named to such Capacities under
the Agreements.



               SECTION 3.03. Promptly after the effective date of this Instrument, BNYMTC shall cause a
written notice to be sent to each holder of securities in accordance with the
applicable provisions of the Agreements.



               SECTION 3.04. BNYMTC is not responsible for the acts or omissions (prior or
otherwise) of the Trustee.



ARTICLE IV


MISCELLANEOUS




               SECTION 4.01. This Instrument and the resignation, appointment and
acceptance effected hereby shall be effective as of 12:01 a.m. local Los Angeles time on the
Effective Date set forth in the Exhibit.



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               SECTION 4.02. This Instrument shall be governed by and construed in accordance with the
laws of the State of New York.



               SECTION 4.03. This Instrument may be executed in any number of counterparts each of which
shall be an original, but such counterparts shall together constitute but one and the same
instrument.



               SECTION 4.04. The persons signing this Instrument on behalf of the Issuer, BNYMTC and the
Trustee are duly authorized to execute it on behalf of the each party, and each party warrants that
it is authorized to execute this Instrument and to perform its duties hereunder.



               SECTION 4.05. The Issuer represents that it is the type of entity as identified in the
Exhibit and has been duly organized and is validly existing under the laws of the jurisdiction and
with the principal office as identified in the Exhibit.



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               IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment
and Acceptance to be duly executed and acknowledged all as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	Tenneco Inc. as Issuer	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ GARY SILHA
 

GARY SILHA
	 	 
	 

	 	Title:
	 	ASSISTANT TREASURER	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Wells Fargo Bank, National Association as Trustee	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Gregory S. Clarke
 

Gregory S. Clarke
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	The Bank of New York Mellon	 	 
	 	 	Trust Company, N.A. as Successor Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Linda Garcia
 

Linda Garcia
	 	 
	 

	 	Title:
	 	Vice President	 	 






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EXHIBIT A





			
	Issuer:	 	Tenneco Inc., a Delaware Corporation

with its principal executive offices located at 500 North Field Drive, Lake Forest,





Illinois 60045




Effective Date: June 30, 2009




Agreement(s):







	 	 	 	 	 	 	 	 	 	 
	Name/Description of transaction	 	 	CUSIP	 	 	Description of relevant	 	 	The Trustee’s 
	 	 	 	Numbers	 	 	Agreement & Date 	 	 	Capacity(s) 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Indenture for the Tenneco Inc. 8 1/8%
Senior Notes due 2015

	 	 	880349AK1
	 	 	
Indenture, dated as of
November 20, 2007,
among Tenneco Inc., as
Issuer, Tenneco
Automotive Operating
Company, Inc., The
Pullman Company,
Clevite Industries Inc.,
Tenneco Global
Holdings, Inc., TMC
Texas Inc., and Tenneco
International Holding
Corp., as Subsidiary
Guarantors, and Wells
Fargo Bank, National
Association, as Trustee
	 	 	
Trustee, Paying
Agent, and
Registrar