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                                                                     EXHIBIT 4.1

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                          THIRD SUPPLEMENTAL INDENTURE

                          Dated as of November 14, 2007

                                       to

                                    INDENTURE

                            Dated as of June 19, 2003

                                      among

                                  TENNECO INC.,
                                   as Issuer,

                      CERTAIN SUBSIDIARIES OF THE ISSUER.,
                                 as Guarantors,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION
                                   as Trustee

                                   ----------

                    Providing for Amendments to the Indenture

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     THIRD SUPPLEMENTAL INDENTURE, dated as of November 14, 2007, among TENNECO
INC., a Delaware corporation (hereinafter, the "Company"), as issuer, such
subsidiaries of the Company as shall from time to time execute a Subsidiary
Guarantee (as defined) (collectively, the "Guarantors"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (as successor in
interest to Wachovia Bank, National Association) (the "Trustee").

     WHEREAS, the Company, the Guarantors and the Trustee have heretofore
executed and delivered the Indenture, dated as of June 19, 2003 (as supplemented
by the First Supplemental Indenture, dated December 12, 2003 and the Second
Supplemental Indenture, dated October 28, 2005, the "Indenture"), in relation to
the issuance of $475,000,000 aggregate principal amount of the Company's 10 1/4%
Senior Secured Notes due 2013 (the "Securities");

     WHEREAS, the Company desires to amend certain provisions of the Indenture
as set forth herein (together, the "Amendments");

     WHEREAS, Section 9.02 of the Indenture provides that the Company, the
Guarantors and the Trustee together, with the written consent of the holders of
at least a majority in aggregate principal amount of the outstanding Securities
(the "Requisite Consents"), may amend or supplement the Indenture without notice
to or consent of any other Security holder (together, the "Holders");

     WHEREAS, pursuant to the Offer to Purchase and Consent Solicitation
Statement dated November 1, 2007 (the "Statement"), the Company solicited and
received the Requisite Consents;

     WHEREAS, the Company, the Guarantors and the Holders desire to supplement
the Indenture to reflect the Amendments.

     NOW, THEREFORE, in consideration of the foregoing and for other valuable
consideration, the receipt of which is hereby acknowledged, each party hereby
agrees, for the equal and ratable benefit of each of the Holders, as follows:

                                    SECTION 1

                                   DEFINITIONS

     Capitalized terms used and not otherwise defined herein have the meanings
assigned to them in the Indenture. The words "herein," "hereof," and "hereby"
and other words of similar import used in this Third Supplemental Indenture
refer to this Third Supplemental Indenture as a whole and not to any particular
section thereof.

                                    SECTION 2

                             OPERATION OF AMENDMENTS

     Upon the execution and delivery of this Third Supplemental Indenture by the
Company, the Guarantors and the Trustee, this Third Supplemental Indenture will
become effective but


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Section 3 of this Third Supplemental Indenture will not become operative unless
and until the date and time that the Securities of the Holders who have given
the Requisite Consents are accepted for payment pursuant to the Statement,
subject to pro rata reduction in the event of oversubscription as described in
the Statement (the "Acceptance Date"). As of the Acceptance Date, the Indenture
shall be amended and supplemented in accordance herewith, and this Third
Supplemental Indenture shall be a part of the terms and conditions of the
Indenture for any and all purposes, and the terms and conditions of both shall
be read together as though they constitute one and the same instrument, except
that in the case of conflict, this Third Supplemental Indenture will control.
Every Holder of Securities heretofore or hereafter authenticated and delivered
under the Indenture shall be bound hereby, as amended and supplemented.

                                    SECTION 3

                           AMENDMENTS TO THE INDENTURE

Section 3.1. Amendments to Section 1.01 of the Indenture.

     (a) The definition for "Cash Equivalents" is amended to read in its
entirety as follows:

     "Cash Equivalents" means

          (1) marketable direct obligations issued by, or unconditionally
     guaranteed by, the United States Government or issued by any agency thereof
     and backed by the full faith and credit of the United States, in each case
     maturing within one year from the date of acquisition thereof;

          (2) marketable direct obligations issued by any state of the United
     States of America or any political subdivision of any such state or any
     public instrumentality thereof maturing within one year from the date of
     acquisition thereof and, at the time of acquisition, having one of the two
     highest ratings obtainable from either Standard & Poor's Corporation
     ("S&P") or Moody's Investors Service, Inc. ("Moody's");

          (3) commercial paper maturing no more than one year from the date of
     creation thereof and, at the time of acquisition, having a rating of at
     least A-1 from S&P or at least P-1 from Moody's;

          (4) demand and time deposit accounts, certificates of deposit or
     bankers' acceptances maturing within one year from the date of acquisition
     thereof issued by any bank organized under the laws of the United States of
     America or any state thereof or the District of Columbia or any U.S. branch
     of a foreign bank having at the date of acquisition thereof combined
     capital and surplus of not less than $250 million;

          (5) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clause (1) above entered
     into with any bank meeting the qualifications specified in clause (4)
     above;


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          (6) investments in money market funds which invest substantially all
     their assets in securities of the types described in clauses (1) through
     (5) above; and

          (7) solely in respect of the ordinary course cash management
     activities of the Foreign Restricted Subsidiaries, equivalents of the
     investments described in clause (1) above to the extent guaranteed by any
     member state of the European Union or the country in which the Foreign
     Restricted Subsidiary operates and equivalents of the investments described
     in clause (4) above issued, accepted or offered by any commercial bank
     organized under the laws of a member state of the European Union or the
     jurisdiction of organization of the applicable Foreign Restricted
     Subsidiary having at the date of acquisition thereof combined capital and
     surplus of not less than $250 million.

     (b) The definition of "Combined Net Income" is amended to read in its
entirety as follows:

     "Combined Net Income" means, with respect to the Restricted Subsidiaries
that are not Guarantors (and are not Finance Subsidiaries or Accounts Receivable
Entities that are Domestic Restricted Subsidiaries), for any period, the
aggregate net income (or loss) of the Restricted Subsidiaries that are not
Guarantors (and are not Finance Subsidiaries or Accounts Receivable Entities
that are Domestic Restricted Subsidiaries) for such period as determined on a
combined basis in accordance with GAAP; provided that there shall be excluded
therefrom;

          (1) after-tax gains and losses from Asset Sales or abandonments or
     reserves relating thereto;

          (2) extraordinary or non-recurring gains or losses (determined on an
     after-tax basis);

          (3) any non-cash compensation expense incurred for grants and
     issuances of stock appreciation or similar rights, stock options,
     restricted shares or other rights to officers, directors and employees of
     the Company and its Subsidiaries (including any such grant or issuance to a
     401(k) plan or other retirement benefit plan);

          (4) the net income of any Person, other than a Restricted Subsidiary,
     except to the extent of cash dividends or distributions paid to the
     Restricted Subsidiaries that are not Guarantors (and are not Finance
     Subsidiaries or Accounts Receivable Entities that are Domestic Restricted
     Subsidiaries) by such Person;

          (5) any restoration to income of any contingency reserve, except to
     the extent that provision for such reserve was made out of Combined Net
     Income accrued at any time following the Issue Date;

          (6) income or loss attributable to discontinued operations (including,
     without limitation, operations disposed of during such period whether or
     not such operations were classified as discontinued);

          (7) write downs resulting from the impairment of intangible assets;


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          (8) the amount of amortization or write-off deferred financing costs
     and debt issuance costs of the Company and its Restricted Subsidiaries
     during such period and any premium or penalty paid in connection with
     redeeming or retiring Indebtedness of the Company and its Restricted
     Subsidiaries prior to the stated maturity thereof pursuant to the
     agreements governing such Indebtedness; and

          (9) any restructuring charges incurred pursuant to any Genesis Project
     or any related project disclosed as such in the Company's audited financial
     statements prepared in accordance with GAAP, together with any related
     provision for taxes, in an aggregate amount since November 19, 2004 not to
     exceed $50.0 million.

     (c) The definition of "Consolidated Net Income" is amended to read in its
entirety as follows:

     "Consolidated Net Income" means, with respect to the Company, for any
period, the aggregate net income (or loss) of the Company and the Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP; provided that there shall be excluded therefrom:

          (1) after-tax gains and losses from Asset Sales or abandonments or
     reserves relating thereto;

          (2) extraordinary or non-recurring gains or losses (determined on an
     after-tax basis);

          (3) any non-cash compensation expense incurred for grants and
     issuances of stock appreciation or similar rights, stock options,
     restricted shares or other rights to officers, directors and employees of
     the Company and its Subsidiaries (including any such grant or issuance to a
     401(k) plan or other retirement benefit plan);

          (4) the net income (but not loss) of any Restricted Subsidiary to the
     extent that the declaration of dividends or similar distributions by that
     Restricted Subsidiary of that income is restricted by a contract, operation
     of law or otherwise;

          (5) the net income of any Person, other than a Restricted Subsidiary,
     except to the extent of cash dividends or distributions paid to the Company
     or to a Restricted Subsidiary by such Person;

          (6) any restoration to income of any contingency reserve, except to
     the extent that provision for such reserve was made out of Consolidated Net
     Income accrued at any time following March 31, 2003;

          (7) income or loss attributable to discontinued operations (including,
     without limitation, operations disposed of during such period whether or
     not such operations were classified as discontinued);


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          (8) in the case of a successor to the Company by consolidation or
     merger or as a transferee of the Company's assets, any earnings of the
     successor corporation prior to such consolidation, merger or transfer of
     assets;

          (9) write downs resulting from the impairment of intangible assets;

          (10) the amount of amortization or write-off of deferred financing
     costs and debt issuance costs of the Company and its Restricted
     Subsidiaries during such period and any premium or penalty paid in
     connection with redeeming or retiring Indebtedness of the Company and its
     Restricted Subsidiaries prior to the stated maturity thereof pursuant to
     the agreements governing such Indebtedness; and

          (11) any restructuring charges incurred pursuant to any Genesis
     Project or any similar or related project disclosed as such in the
     Company's audited financial statements prepared in accordance with GAAP,
     together with any related provision for taxes, in an aggregate amount since
     November 19, 2004 not to exceed $50.0 million.

     (d) The definition of "Permitted Indebtedness" is amended to read in its
entirety as follows:

     "Permitted Indebtedness" means, without duplication, each of the following:

          (1) Indebtedness under the Securities, this Indenture and any
     Subsidiary Guarantees outstanding on the Issue Date;

          (2) Indebtedness incurred pursuant to the Credit Agreement (or, in the
     case of clause (2)(x) below, pursuant to a Credit Facility) in an aggregate
     principal amount at any time outstanding not to exceed the greater of:

               (x) $1,000 million (reduced by any required permanent repayments
          with the proceeds of Asset Sales (which are accompanied by a
          corresponding permanent commitment reduction) thereunder); and

               (y) the sum of (A) 85% of the net book value of the accounts
          receivable of the Company and the Restricted Subsidiaries and (B) 50%
          of the net book value of the inventory of the Company and the
          Restricted Subsidiaries;

          (3) other Indebtedness of the Company and the Restricted Subsidiaries
     outstanding on the Issue Date reduced by the amount of any scheduled
     amortization payments or mandatory prepayments when actually paid or
     permanent reductions are made thereon;

          (4) Interest Swap Obligations of the Company covering Indebtedness of
     the Company or any Guarantor and Interest Swap Obligations of any
     Restricted Subsidiary covering Indebtedness of such Restricted Subsidiary;
     provided, however, that such Interest Swap Obligations are entered into to
     protect the Company and the Restricted


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     Subsidiaries from fluctuations in interest rates on Indebtedness incurred
     in accordance with this Indenture to the extent the notional principal
     amount of such Interest Swap Obligations does not exceed the principal
     amount of the Indebtedness to which such Interest Swap Obligations relate;

          (5) Indebtedness under Currency Agreements; provided that in the case
     of Currency Agreements which relate to Indebtedness, such Currency
     Agreements do not increase the Indebtedness of the Company and the
     Restricted Subsidiaries outstanding other than as a result of fluctuations
     in foreign currency exchange rates or by reason of fees, indemnities and
     compensation payable thereunder;

          (6) Indebtedness of a Restricted Subsidiary of the Company to the
     Company or to a Restricted Subsidiary of the Company for so long as such
     Indebtedness is held by the Company, a Restricted Subsidiary of the Company
     or the lenders or collateral agent under the Credit Agreement or the
     Collateral Agent for the benefit of the Trustee and the holders of the
     Securities, in each case subject to no Lien held by a Person other than the
     Company, a Restricted Subsidiary of the Company or the lenders or
     collateral agent under the Credit Agreement or the Collateral Agent for the
     benefit of the Trustee and the holders of the Securities; provided that if
     as of any date any Person other than the Company, a Restricted Subsidiary
     of the Company or the lenders or collateral agent under the Credit
     Agreement or the Collateral Agent for its benefit and for the benefit of
     the Trustee and the holders of the Securities owns or holds any such
     Indebtedness or holds a Lien in respect of such Indebtedness, such date
     shall be deemed the incurrence of Indebtedness not constituting Permitted
     Indebtedness under this clause (6) by the issuer of such Indebtedness;

          (7) Indebtedness of the Company to a Restricted Subsidiary of the
     Company for so long as such Indebtedness is held by a Restricted Subsidiary
     of the Company or the lenders or the collateral agent under the Credit
     Agreement or the Collateral Agent for the benefit of the Trustee and the
     holders of the Securities and is subject to no Lien other than a Lien in
     favor of the lenders or collateral agent under the Credit Agreement or the
     Collateral Agent for the benefit of the Trustee and the holders of the
     Securities; provided that (a) any Indebtedness of the Company to any
     Restricted Subsidiary of the Company is unsecured and, except in the case
     of Indebtedness owed to Foreign Subsidiaries, subordinated, pursuant to a
     written agreement to the Company's obligations under this Indenture and the
     Securities and (b) if as of any date any Person other than a Restricted
     Subsidiary of the Company owns or holds any such Indebtedness or any Person
     holds a Lien other than a Lien in favor of the lenders or collateral agent
     under the Credit Agreement or the Collateral Agent for its benefit and for
     the benefit of the Trustee and the holders of the Securities in respect of
     such Indebtedness, such date shall be deemed the incurrence of Indebtedness
     not constituting Permitted Indebtedness under this clause (7) by the
     Company;

          (8) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business; provided,


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     however, that such Indebtedness is extinguished within five Business Days
     after incurrence;

          (9) Indebtedness of the Company or any of the Restricted Subsidiaries
     represented by letters of credit for the account of the Company or any such
     Restricted Subsidiary, as the case may be, in order to provide security for
     workers' compensation claims, payment obligations in connection with
     self-insurance or similar requirements in the ordinary course of business;

          (10) Refinancing Indebtedness;

          (11) additional Indebtedness of the Company and the Restricted
     Subsidiaries in an aggregate principal amount not to exceed $75.0 million
     at any one time outstanding;

          (12) additional Indebtedness of Foreign Subsidiaries of the Company
     under working capital facilities in an aggregate principal amount not to
     exceed 75.0 million Euros at any one time outstanding;

          (13) Purchase Money Indebtedness and Capitalized Lease Obligations
     (and any Indebtedness incurred to Refinance such Purchase Money
     Indebtedness or Capitalized Lease Obligations) not to exceed 5% of
     Consolidated Net Tangible Assets at any one time outstanding; and

          (14) Outstanding Permitted Receivables Financings not to exceed $250.0
     million at any one time outstanding.

     If any Indebtedness incurred by the Company or any Restricted Subsidiary
would qualify in more than one of the categories of Permitted Indebtedness as
set forth in clauses (1) through (14) of this definition, the Company may
designate under which category such incurrence shall be deemed to have been
made.

     (d) The definition of "Refinancing Indebtedness" is amended to read in its
entirety as follows:

     "Refinancing Indebtedness" means any Refinancing by the Company or any
Restricted Subsidiary of Indebtedness incurred in accordance with Section 4.03
(other than pursuant to clause (2), (4), (5), (6), (7), (8), (9), (11), (12),
(13) or (14) of the definition of Permitted Indebtedness), in each case that
does not:

          (1) result in an increase in the aggregate principal amount of any
     Indebtedness of such Person as of the date of completion of all components
     of such proposed Refinancing (provided such completion occurs within 60
     days of the initial incurrence of such Indebtedness in connection with such
     Refinancing) (plus the amount of any premium reasonably necessary to
     Refinance such Indebtedness and plus the amount of reasonable expenses
     incurred by the Company in connection with such Refinancing); or


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          (2) create Indebtedness with (A) a Weighted Average Life to Maturity
     that is less than the Weighted Average Life to Maturity of the Indebtedness
     being Refinanced or (B) a final maturity earlier than the final maturity of
     the Indebtedness being Refinanced;

     provided that (i) if such Indebtedness being Refinanced is Indebtedness of
the Company and/or a Guarantor, then such Refinancing Indebtedness shall be
Indebtedness solely of the Company and/or such Guarantor and (ii) if such
Indebtedness being Refinanced is subordinate or junior in right of payment to
the Securities, then such Refinancing Indebtedness shall be expressly
subordinate to the Securities to the same extent and in the same manner as the
Indebtedness being Refinanced.

     Section 3.2 Amendment to Section 4.03. The provision with respect to
"Limitation on Incurrence of Additional Indebtedness" set forth in Section 4.03
of the Indenture is amended to read in its entirety as follows:

SECTION 4.03. Limitation on Incurrence of Additional Indebtedness.

     The Company will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to,
or otherwise become responsible for payment of (collectively, "incur") any
Indebtedness (other than Permitted Indebtedness); provided, however, that if no
Default or Event of Default shall have occurred and be continuing at the time of
or as a consequence of the incurrence of any such Indebtedness:

          (a) the Company, any Guarantor, any Finance Subsidiary that is a
     Domestic Restricted Subsidiary and any Accounts Receivable Entity that is a
     Domestic Restricted Subsidiary may incur Indebtedness (including, without
     limitation, Acquired Indebtedness) if on the date of the incurrence of such
     Indebtedness, after giving effect to the incurrence thereof, the
     Consolidated Fixed Charge Coverage Ratio of the Company would be greater
     than 2.0 to 1.0; and

          (b) any Restricted Subsidiary that is not a Guarantor (and is not a
     Finance Subsidiary or an Accounts Receivable Entity that is a Domestic
     Restricted Subsidiary) may incur Indebtedness (including, without
     limitation, Acquired Indebtedness) if, on the date of the incurrence of
     such Indebtedness, after giving effect to the incurrence thereof,

               (i) the Consolidated Fixed Charge Coverage Ratio of the Company
          would be greater than 2.0 to 1.0; and

               (ii) if the agreements governing such Indebtedness contain an
          encumbrance or restriction on the ability of the applicable Restricted
          Subsidiary that is not a Guarantor (and is not a Finance Subsidiary or
          an Accounts Receivable Entity that is a Domestic Restricted
          Subsidiary) to pay dividends or make distributions on or in respect of
          its Capital Stock, the Combined Fixed Charge Coverage Ratio of the
          Restricted Subsidiaries that are not Guarantors would be greater than
          2.25 to 1.0.


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     Notwithstanding the foregoing, the Company will not incur any Permitted
Indebtedness if the proceeds thereof are used, directly or indirectly, to
refinance any Subordinated Indebtedness unless such Permitted Indebtedness is
Refinancing Indebtedness.

     No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage
Ratio test of the preceding paragraph (including, without limitation,
Indebtedness under the Credit Agreement) shall reduce the amount of Indebtedness
which may be incurred pursuant to any clause of the definition of Permitted
Indebtedness (including, without limitation, Indebtedness under the Credit
Agreement pursuant to clause (2) of the definition of Permitted Indebtedness).

     Indebtedness of a Person existing at the time such Person becomes a
Restricted Subsidiary or which is secured by a Lien on an asset acquired by the
Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed
by the acquiring Person) shall be deemed incurred at the time the Person becomes
a Restricted Subsidiary or at the time of the asset acquisition, as the case may
be.

     The Company and the Guarantors will not incur or suffer to exist any
Indebtedness that is subordinated in right of payment to any other Indebtedness
of the Company or the Guarantors unless such Indebtedness is at least equally
subordinated in right of payment to the Securities and any Subsidiary Guarantee.

     Section 3.3 Amendment to Section 4.14. The provision with respect to
"Limitation on Issuances of Capital Stock of Restricted Subsidiaries" set forth
in Section 4.14 of the Indenture is amended to read in its entirety as follows:

SECTION 4.14 Limitation on Issuances of Capital Stock of Restricted
Subsidiaries.

     The Company will not permit any of the Restricted Subsidiaries (other than
a Finance Subsidiary or an Accounts Receivable Entity) to issue any Preferred
Stock (other than to the Company or to a Restricted Subsidiary) or permit any
Person (other than the Company or a Restricted Subsidiary) to own any Preferred
Stock of any Restricted Subsidiary (other than a Finance Subsidiary or an
Accounts Receivable Entity).


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                                    SECTION 4

                                  MISCELLANEOUS

     Section 4.1 Full Force and Effect. Except as they have been modified by
this Third Supplemental Indenture, each and every provision of the Indenture
shall continue in full force and effect, and all references to the Indenture
shall be deemed to mean the Indenture as amended pursuant hereto.

     Section 4.2 Responsibility for Recitals, Etc. The recitals herein shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no representations
as to the validity or sufficiency of this Third Supplemental Indenture.

     Section 4.3 Trustee Reliance. The Trustee enters into this Third
Supplemental Indenture in reliance on an opinion of counsel, as contemplated by
Section 9.06 of the Indenture, and makes no independent determination that this
Third Supplemental Indenture is authorized or permitted by the Indenture.

     Section 4.4 Provisions Binding on the Company's Successors. All the
covenants, stipulations, promises and agreements contained in this Third
Supplemental Indenture made by the Company shall bind its successors and assigns
whether so expressed or not.

     Section 4.5 New York Contract. This Third Supplemental Indenture shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State
without regard to principles of conflict of interest.

     Section 4.6 Execution and Counterparts. This Third Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an
original but such counterparts together constitute but one and the same
instrument.

                            [Signature pages follow.]


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     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the date first written above.

                                        TENNECO INC.


                                        By: /s/ Kenneth R. Trammell
                                            ------------------------------------
                                        Name: Kenneth R. Trammell
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        TENNECO AUTOMOTIVE OPERATING COMPANY
                                        INC., as Guarantor


                                        By: /s/ Kenneth R. Trammell
                                            ------------------------------------
                                        Name: Kenneth R. Trammell
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        THE PULLMAN COMPANY, as Guarantor


                                        By: /s/ Kenneth R. Trammell
                                            ------------------------------------
                                        Name: Kenneth R. Trammell
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                       S-1

<PAGE>

                                        CLEVITE INDUSTRIES INC., as Guarantor


                                        By: /s/ Kenneth R. Trammell
                                            ------------------------------------
                                        Name: Kenneth R. Trammell
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        TENNECO GLOBAL HOLDINGS INC., as
                                        Guarantor


                                        By: /s/ Kenneth R. Trammell
                                            ------------------------------------
                                        Name: Kenneth R. Trammell
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        TMC TEXAS INC., as Guarantor


                                        By: /s/ Kenneth R. Trammell
                                            ------------------------------------
                                        Name: Kenneth R. Trammell
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        TENNECO INTERNATIONAL HOLDING CORP., as
                                        Guarantor


                                        By: /s/ Kenneth R. Trammell
                                            ------------------------------------
                                        Name: Kenneth R. Trammell
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                       S-2

<PAGE>

                                        U.S. BANK NATIONAL ASSOCIATION, as
                                        Trustee


                                        By: /s/ Steven A. Finklea
                                            ------------------------------------
                                        Name: Steven A. Finklea
                                        Title: Vice President


                                       S-3