EX-4.1



 Exhibit 4.1 
 EXECUTION COPY 
 THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

(amending and restating the Credit Agreement dated as of September 30, 1999, 

as amended and restated on December 12, 2003 and March 16, 2007, as further amended) 

among 
 TENNECO
INC., 
 as Borrower, 
 The Several Lenders 
 from Time to Time Parties Hereto, 

BANK OF AMERICA, N.A., BARCLAYS BANK PLC, MORGAN STANLEY SENIOR 
 FUNDING, INC., THE BANK OF TOKYO–MITSUBISHI UFJ, LTD., and WELLS FARGO 
 BANK,
N.A., 
 as Documentation Agents, 
 CITICORP NORTH AMERICA, INC., 
 as Syndication Agent, 

and 
 JPMORGAN
CHASE BANK, N.A., 
 as Administrative Agent 
 Dated as of March 22, 2012 
  

 
 J.P. MORGAN SECURITIES LLC,
BARCLAYS BANK PLC, CITIGROUP GLOBAL 
 MARKETS INC., WELLS FARGO BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & 

SMITH, MORGAN STANLEY SENIOR FUNDING, INC. and THE BANK OF 
 TOKYO–MITSUBISH UFJ, LTD. as Joint Lead Arrangers and Joint Bookrunners 







 TABLE OF CONTENTS 

 

							
	 SECTION 1.     DEFINITIONS
	  	 	1	  
	 1.1
	    	 Defined Terms
	  	 	1	  
	 1.2
	    	 Other Definitional Provisions
	  	 	26	  
		
	 SECTION 2.     AMOUNT AND TERMS OF LOANS AND COMMITMENTS
	  	 	27	  
	 2.1
	    	 [RESERVED]
	  	 	27	  
	 2.2
	    	 [RESERVED]
	  	 	27	  
	 2.3
	    	 Tranche A Term Commitments
	  	 	27	  
	 2.4
	    	 Procedure for Tranche A Term Loan Borrowing
	  	 	27	  
	 2.5
	    	 Repayment of Tranche A Term Loans
	  	 	28	  
	 2.6
	    	 Revolving Commitments
	  	 	29	  
	 2.7
	    	 Procedure for Revolving Loan Borrowing
	  	 	29	  
	 2.8
	    	 Swingline Commitment
	  	 	30	  
	 2.9
	    	 Procedure for Swingline Borrowing; Refunding of Swingline Loans
	  	 	30	  
	 2.10
	    	 Commitment Fees, etc
	  	 	31	  
	 2.11
	    	 Termination or Reduction of Revolving Commitments
	  	 	32	  
	 2.12
	    	 Optional Prepayments
	  	 	32	  
	 2.13
	    	 Mandatory Prepayments
	  	 	32	  
	 2.14
	    	 Conversion and Continuation Options
	  	 	33	  
	 2.15
	    	 Limitations on Eurodollar Tranches
	  	 	34	  
	 2.16
	    	 Interest Rates and Payment Dates
	  	 	34	  
	 2.17
	    	 Computation of Interest and Fees
	  	 	34	  
	 2.18
	    	 Inability to Determine Interest Rate
	  	 	35	  
	 2.19
	    	 Pro Rata Treatment and Payments
	  	 	35	  
	 2.20
	    	 Requirements of Law
	  	 	37	  
	 2.21
	    	 Taxes
	  	 	38	  
	 2.22
	    	 Indemnity
	  	 	40	  
	 2.23
	    	 Change of Lending Office
	  	 	41	  
	 2.24
	    	 Replacement of Lenders
	  	 	41	  
	 2.25
	    	 [Intentionally Omitted]
	  	 	42	  
	 2.26
	    	 Redesignation of Existing Loans and Commitments.
	  	 	42	  
	 2.27
	    	 Incremental Loan Extensions.
	  	 	42	  
	 2.28
	    	 Defaulting Revolving Lenders
	  	 	43	  
		
	 SECTION 3.     LETTERS OF CREDIT
	  	 	46	  
	 3.1
	    	 L/C Commitments
	  	 	46	  
	 3.2
	    	 Procedure for Issuance of Letter of Credit
	  	 	46	  
	 3.3
	    	 Fees and Other Charges
	  	 	47	  
	 3.4
	    	 L/C Participations
	  	 	47	  
	 3.5
	    	 Reimbursement Obligation of the Borrower
	  	 	48	  
	 3.6
	    	 Obligations Absolute
	  	 	48	  









							
	 3.7
	    	 Letter of Credit Payments
	  	 	49	  
	 3.8
	    	 Applications
	  	 	49	  
		
	 SECTION 4.     REPRESENTATIONS AND WARRANTIES
	  	 	49	  
	 4.1
	    	 Financial Condition
	  	 	49	  
	 4.2
	    	 No Change
	  	 	50	  
	 4.3
	    	 Existence; Compliance with Law
	  	 	50	  
	 4.4
	    	 Power; Authorization; Enforceable Obligations
	  	 	50	  
	 4.5
	    	 No Legal Bar
	  	 	50	  
	 4.6
	    	 Litigation
	  	 	51	  
	 4.7
	    	 No Default
	  	 	51	  
	 4.8
	    	 Ownership of Property; Liens
	  	 	51	  
	 4.9
	    	 Intellectual Property
	  	 	51	  
	 4.10
	    	 Taxes
	  	 	51	  
	 4.11
	    	 Federal Regulations
	  	 	51	  
	 4.12
	    	 Labor Matters
	  	 	51	  
	 4.13
	    	 ERISA
	  	 	52	  
	 4.14
	    	 Investment Company Act; Other Regulations
	  	 	52	  
	 4.15
	    	 Subsidiaries
	  	 	52	  
	 4.16
	    	 Use of Proceeds
	  	 	52	  
	 4.17
	    	 Environmental Matters
	  	 	52	  
	 4.18
	    	 Accuracy of Information, etc.
	  	 	53	  
	 4.19
	    	 Security Documents
	  	 	54	  
	 4.20
	    	 Solvency
	  	 	54	  
		
	 SECTION 5.     CONDITIONS PRECEDENT
	  	 	55	  
	 5.1
	    	 Conditions to Amendment and Restatement of Existing Credit Agreement, Redesignation of Certain Loans and Commitments and
Continuation of Existing Letters of Credit on Closing Date
	  	 	55	  
	 5.2
	    	 Conditions to Each Extension of Credit
	  	 	56	  
		
	 SECTION 6.     AFFIRMATIVE COVENANTS
	  	 	57	  
	 6.1
	    	 Financial Statements
	  	 	57	  
	 6.2
	    	 Certificates; Other Information
	  	 	57	  
	 6.3
	    	 Payment of Taxes
	  	 	58	  
	 6.4
	    	 Maintenance of Existence; Compliance
	  	 	59	  
	 6.5
	    	 Maintenance of Property; Insurance
	  	 	59	  
	 6.6
	    	 Inspection of Property; Books and Records; Discussions
	  	 	59	  
	 6.7
	    	 Notices
	  	 	59	  
	 6.8
	    	 Environmental Laws
	  	 	60	  
	 6.9
	    	 Additional Collateral, etc
	  	 	60	  
		
	 SECTION 7.     NEGATIVE COVENANTS
	  	 	62	  
	 7.1
	    	 Financial Condition Covenants
	  	 	62	  









							
	 7.2
	    	 Indebtedness
	  	 	62	  
	 7.3
	    	 Liens
	  	 	64	  
	 7.4
	    	 Fundamental Changes
	  	 	66	  
	 7.5
	    	 Disposition of Property
	  	 	66	  
	 7.6
	    	 Restricted Payments
	  	 	68	  
	 7.7
	    	 [Intentionally Omitted]
	  	 	69	  
	 7.8
	    	 Investments
	  	 	69	  
	 7.9
	    	 [Reserved]
	  	 	70	  
	 7.10
	    	 Transactions with Affiliates
	  	 	71	  
	 7.11
	    	 Sales and Leasebacks
	  	 	71	  
	 7.12
	    	 Changes in Fiscal Periods
	  	 	71	  
	 7.13
	    	 Negative Pledge Clauses
	  	 	71	  
	 7.14
	    	 Lines of Business
	  	 	71	  
	 7.15
	    	 Optional Payments and Modifications of Unsecured Notes
	  	 	72	  
		
	 SECTION 8.     EVENTS OF DEFAULT
	  	 	72	  
		
	 SECTION 9.     THE AGENTS
	  	 	75	  
	 9.1
	    	 Appointment
	  	 	75	  
	 9.2
	    	 Delegation of Duties
	  	 	76	  
	 9.3
	    	 Exculpatory Provisions
	  	 	76	  
	 9.4
	    	 Reliance by Administrative Agent
	  	 	76	  
	 9.5
	    	 Notice of Default
	  	 	77	  
	 9.6
	    	 Non-Reliance on Agents and Other Lenders
	  	 	77	  
	 9.7
	    	 Indemnification
	  	 	77	  
	 9.8
	    	 Agent in Its Individual Capacity
	  	 	78	  
	 9.9
	    	 Successor Administrative Agent
	  	 	78	  
	 9.10
	    	 Documentation Agents and Syndication Agent
	  	 	78	  
		
	 SECTION 10.       MISCELLANEOUS
	  	 	79	  
	 10.1
	    	 Amendments and Waivers
	  	 	79	  
	 10.2
	    	 Notices
	  	 	82	  
	 10.3
	    	 No Waiver; Cumulative Remedies
	  	 	83	  
	 10.4
	    	 Survival of Representations and Warranties
	  	 	83	  
	 10.5
	    	 Payment of Expenses and Taxes
	  	 	83	  
	 10.6
	    	 Successors and Assigns; Participations and Assignments
	  	 	84	  
	 10.7
	    	 Adjustments; Set-off
	  	 	88	  
	 10.8
	    	 Counterparts
	  	 	89	  
	 10.9
	    	 Severability
	  	 	89	  
	 10.10
	    	 Integration
	  	 	89	  
	 10.11
	    	 GOVERNING LAW
	  	 	89	  
	 10.12
	    	 Submission To Jurisdiction; Waivers
	  	 	90	  
	 10.13
	    	 Acknowledgments
	  	 	90	  









							
	 10.14
	    	 Releases of Guarantees and Liens
	  	 	90	  
	 10.15
	    	 Confidentiality
	  	 	91	  
	 10.16
	    	 WAIVERS OF JURY TRIAL
	  	 	92	  
	 10.17
	    	 Effect of Amendment and Restatement of the Existing Credit Agreement
	  	 	92	  
	 10.18
	    	 USA Patriot Act
	  	 	93	  
	 10.19
	    	 No Fiduciary Duty
	  	 	93	  
	 10.20
	    	 Usury
	  	 	93	  

 SCHEDULES: 
  

			
	1.1A	  	Commitments
	1.1B	  	Mortgaged Property
	4.4	  	Consents, Authorizations, Filings and Notices
	4.15	  	Subsidiaries
	4.19(a)	  	Financing Statements/Filing Offices
	4.19(b)	  	Mortgage Filing Jurisdictions
	7.2(d)	  	Existing Indebtedness
	7.3(f)	  	Existing Liens
	7.3(m)	  	Existing Receivables Financing
	7.5	  	Dispositions
	7.8(h)	  	Existing Investments

 EXHIBITS: 
  

			
	A	  	Form of Guarantee and Collateral Agreement
	B	  	Form of Compliance Certificate
	C	  	Form of Closing Certificate
	D	  	Form of Mortgage
	E	  	Form of Assignment and Assumption
	F	  	Form of Exemption Certificate








 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 22, 2012 (amending and
restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003 and as of March 16, 2007, as further amended), among TENNECO INC., a Delaware corporation (the “Borrower”),
the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., BARCLAYS BANK PLC, MORGAN STANLEY SENIOR FUNDING, INC., THE BANK OF
TOKYO–MITSUBISHI UFJ, LTD., and WELLS FARGO BANK, N.A., as documentation agents (in such capacity, the “Documentation Agents”), CITICORP NORTH AMERICA, INC., as syndication agent (in such capacity, the “Syndication
Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent. 
 RECITALS 

1. The Borrower, the lenders and agents parties thereto and JPMorgan Chase Bank are parties to the Credit Agreement dated as of
September 30, 1999, as amended and restated as of December 12, 2003 and March 16, 2007, as further amended prior to the date hereof (the “Existing Credit Agreement”). 

2. The Borrower desires to amend and restate the Existing Credit Agreement pursuant to this Agreement. All indebtedness, obligations and
liabilities, as amended and restated hereby, and all Liens existing under the Existing Credit Agreement and other Loan Documents (as defined in the Existing Credit Agreement) will continue in full force and effect, uninterrupted and unimpaired, as
amended as set forth herein and in the Loan Documents delivered or otherwise continued in connection herewith. 
 3. The
Borrower has requested that Administrative Agent, the Syndication Agent, the Documentation Agents and the Lenders enter this Agreement in order to make available to the Borrower the credit facilities described herein on the terms and conditions set
forth herein, consisting of (a) a $850,000,000 revolving credit facility and (b) a $250,000,000 tranche A term loan facility. In connection therewith, the Tranche B Term Facility and the Tranche B-1 Facility under the Existing Credit
Agreement will be refinanced in full. 
 The parties hereto hereby agree to amend and restate the Existing Credit Agreement as
follows: 
 SECTION 1. 
 DEFINITIONS 
 1.1 Defined Terms. 

As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this
Section 1.1. 
 “ABR”: for any day, a rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus
 1/2 of 1% and (c) the Eurodollar Rate for a
Eurodollar Loan with a one-month interest period commencing on such day plus 1%. For purposes hereof “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at
its principal office in New York City (the Prime Rate not being 







 
intended to be the lowest rate of interest charged by JPMCB in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate, the Federal Funds
Effective Rate or such Eurodollar Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate, respectively. 

“ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR. 

“Adjustment Date”: as defined in the Pricing Grid. 

“Administrative Agent”: JPMCB, together with its affiliates, as the arranger of the Commitments and as the
administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors. 

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of
directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. 

“Agents”: the collective reference to the Syndication Agent, the Documentation Agents and the Administrative Agent.

 “Aggregate Exposure”: with respect to any Lender at any time, an amount equal to the sum of (i) the
aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s
Revolving Extensions of Credit then outstanding. 
 “Aggregate Exposure Percentage”: with respect to any Lender
at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. 
 “Agreement”: this Third Amended and Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time. 

“Applicable Margin”: for each Type of Loan, the rate per annum set forth under the relevant column heading below:

  

									
	 	  	ABR Loans	 	 	Eurodollar Loans	 
	 Revolving Loans and Swingline Loans
	  	 	1.50	% 	 	 	2.50	% 
	 Tranche A Term Loans
	  	 	1.50	% 	 	 	2.50	% 


  
 2 








 provided that from and after the first Adjustment Date occurring after the Closing Date, the
Applicable Margin with respect to Revolving Loans, Swingline Loans and Tranche A Term Loans will be determined pursuant to the Pricing Grid. 
 “Applicable Prepayment Percentage”: (a) with respect to any prepayment of the Term Loans required pursuant to Section 2.13(a) in connection with the issuance or incurrence of
Indebtedness (i) 100% if the Consolidated Leverage Ratio is equal to or more than 3.0 to 1.0 as of the last day of the most recently ended fiscal quarter, (ii) 75% if the Consolidated Leverage Ratio is less than 3.0 to 1.0 as of the last
day of the most recently ended fiscal quarter or (iii) 50% if the Consolidated Leverage Ratio is less than 2.5 to 1.0 as of the last day of the most recently ended fiscal quarter; and (b) with respect to any prepayment of the Term Loans
required pursuant to Section 2.13(b) in connection with any Asset Sale or Recovery Event (i) if the Borrower’s corporate family rating is Baa3 or better from Moody’s or BBB- or better from S&P, 50% or (ii) otherwise,
100%. 
 “Application”: an application, in such form as the Issuing Lender may specify from time to time,
requesting the Issuing Lender to issue a Letter of Credit. 
 “Arrangers”: J.P. Morgan Securities LLC, Barclays
Bank PLC, Citigroup Global Markets Inc., Wells Fargo Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith, Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. 

“Asset Sale”: any Disposition of property or series of related Dispositions of property (excluding any such Disposition
permitted by clause (a), (b), (c), (d), (e), (f), (g), (i), (j), (n), (p) or (r) of Section 7.5) that yields Net Cash Proceeds to the Borrower or any of its Subsidiaries in excess of $15,000,000. 

“Assignee”: as defined in Section 10.6(c). 

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit E. 

“Assignor”: as defined in Section 10.6(c). 

“Available Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of
(a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the
purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.10(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero. 

“Benefitted Lender”: as defined in Section 10.7(a). 

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor). 

“Borrower”: as defined in the preamble hereto. 

  
 3 








 “Borrowing Date”: any Business Day specified by the Borrower as a date on
which the Borrower requests the relevant Lenders to make Loans hereunder. 
 “Business”: as defined in
Section 4.17(b). 
 “Business Day”: a day other than a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading
by and between banks in Dollar deposits in the interbank eurodollar market. 
 “Capital Expenditures”: for any
period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements,
capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries. 
 “Capital Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at
any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. 
 “Capital
Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants,
rights or options to purchase any of the foregoing. 
 “Cash Equivalents”: (a) 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;
(b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the
United States or any state thereof or any United States branch of a foreign bank, in each case having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by Standard &
Poor’s Ratings Services (together with any successor thereto, “S&P”) or P-2 by Moody’s Investors Service, Inc. (together with any successor thereto, “Moody’s”), or carrying an equivalent rating by
a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any
Lender or of any commercial bank satisfying the requirements of clause (b) 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;
(e) 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 

  
 4 








 
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; (f) securities with maturities of six months 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 (b) of this
definition; (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) solely in respect of the ordinary course cash
management activities of the Foreign Subsidiaries, equivalents of the investments described in clause (a) above to the extent guaranteed by any member state of the European Union or the country in which the Foreign Subsidiary operates and
equivalents of the investments described in clause (b) 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
Subsidiary having at the acquisition thereof combined capital and surplus of not less than $250,000,000. 
 “Cash
Management Obligations”: as defined in the Guarantee and Collateral Agreement. 
 “Cash Pooling
Agreement”: any agreement, substantially in the form of the Cash Pooling Agreement dated August 4, 2006 among Tenneco Management (Europe) Limited, Tenneco Canada Inc. and ABN AMRO Bank N.V. (the “Existing Pooling
Agreement”), by and among Borrower and/or any of its Subsidiaries, on the one hand, and one or more banks or similar financing institutions, on the other hand, together with any documents evidencing or governing any obligations relating
thereto (including any guarantee agreements and security documents contemplated by or customary in connection with the Existing Pooling Agreement), in each case as such agreements may be amended (including any amendment and restatement thereof),
supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring, in whole or in part, obligations (or adding Foreign Subsidiaries as additional parties or
other Subsidiaries as guarantors thereunder) under any such agreement or any successor or replacement agreement and whether by the same or any other bank or similar financing institution or group of banks or similar financing institutions,
provided that any such amendment, restatement, supplement or modification, extension, refinancing, replacement or other agreement is limited to the provision of a cash management system or systems for the Foreign Subsidiaries of the Borrower
and will not create any Indebtedness, or Lien on the property, of the Borrower or any of its Subsidiaries for any other purpose. The Cash Pooling Agreements provide a cash management system for Foreign Subsidiaries of the Borrower, and obligations
of Foreign Subsidiaries thereunder may be guaranteed by the Borrower and its Domestic Subsidiaries, provided, however, that neither the Borrower nor any of its Domestic Subsidiaries may grant a security interest in the Collateral or
their other assets for the purpose of such guarantee except to the extent the secured party is a Lender (or any Affiliate of a Lender). 
 “Closing Date”: March 22, 2012. 
 “Code”: the
Internal Revenue Code of 1986, as amended from time to time. 
 “Collateral”: all property of the Loan Parties,
now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document. 

  
 5 








 “Commitment”: as to any Lender, the sum of the Tranche A Term Commitment
and the Revolving Commitment of such Lender. 
 “Commitment Fee Rate”: 0.40% per annum; provided that on
and after the first Adjustment Date occurring after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grid. 
 “Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group
that includes the Borrower and that is treated as a single employer under Section 414 of the Code. 
 “Compliance
Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B. 

“Confidential Information Memorandum”: the Confidential Information Memorandum dated March 2012 and furnished to the
Lenders. 
 “Consolidated Current Assets”: at any date, all amounts (other than cash and Cash Equivalents) that
would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date. 

“Consolidated Current Liabilities”: at any date, all amounts that would, in conformity with GAAP, be set forth opposite
the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the Borrower and its
Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Loans and Swingline Loans to the extent otherwise included therein. 

“Consolidated EBITDA”: for any period, Consolidated Net Income for such period plus, without duplication and to
the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization
costs, (e) any extraordinary, unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of
assets outside of the ordinary course of business), (f) all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes and (g) any other non-cash charges (excluding any such
charge that constitutes an accrual of or a reserve for cash charges for any future period); and minus, to the extent taken into account in calculating Consolidated Net Income for such period, the sum of (a) interest income, (b) any
extraordinary, unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the
ordinary course of business) and (c) any other non-cash 

  
 6 








 
income, all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference
Period”) pursuant to any determination of a Financial Covenant, if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after
giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means any acquisition of property or series of related
acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of
consideration by the Borrower and its Subsidiaries in excess of $10,000,000. In addition, Consolidated EBITDA for each fiscal quarter of the Borrower shall be increased by the amount of cash restructuring charges and related expenses associated with
restructurings undertaken by the Borrower and/or its Subsidiaries in the United States and/or internationally included in the calculation of Consolidated Net Income for such fiscal quarter, provided that the aggregate amount of such cash
restructuring charges announced and taken, in each case, after the Closing Date shall not exceed $80,000,000. For purposes of the foregoing sentence, “cash” restructuring charges and related expenses shall be deemed to include any accrual
of or reserve for cash restructuring charges and related expenses for any future period. In addition, for purposes of calculating any Financial Covenant, Consolidated EBITDA for any period shall be increased (but not by more than $7,000,000 in
fiscal year 2011 and $12,000,000 in each fiscal year beginning in fiscal year 2012) by the amount of aftermarket acquisition costs of the Borrower and its Subsidiaries to the extent such costs otherwise reduce Consolidated EBITDA for such period. In
addition, in the event that any Permitted Sale/Leaseback results in the Borrower or a Subsidiary entering into an operating lease, then Consolidated EBITDA for any period shall be deemed to be increased by the amount of lease payments under such
operating lease made during such period. 
 “Consolidated Interest Coverage Ratio”: for any period, the ratio
of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period. 

“Consolidated Interest Expense”: for any period, total interest expense of the Borrower and its Subsidiaries for such
period determined in accordance with GAAP (excluding (i) all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes, (ii) upfront fees paid in connection with this Agreement,
and (iii) any writeoff of unamortized debt issuance costs upon any prepayment of the Unsecured Notes), net of interest income. Notwithstanding the foregoing, in the event that Borrower or a Subsidiary has entered into an operating lease in
connection with a Permitted Sale/Leaseback, then Consolidated Interest Expense for any period shall be deemed to be increased by the interest component of lease payments under such operating lease made during such period (as determined based on the
applicable schedule setting forth the components of lease payments delivered pursuant to Section 7.11). 

“Consolidated Leverage Ratio”: as at the last day of any period, the ratio of (a) Consolidated Total Debt plus (to
the extent not included in Consolidated Total Debt) the Domestic Receivables Program Amount on such day to (b) Consolidated EBITDA for such period. Notwithstanding the foregoing, in the event that the Borrower or a Subsidiary has entered into
an operating lease in connection with a Permitted Sale/Leaseback then for purposes of calculating the Consolidated Leverage Ratio on any day, Consolidated Total Debt shall be deemed to be increased


  
 7 








 
by the remaining unamortized principal component of such operating lease (as determined based on the applicable schedule setting forth the components of lease payments delivered pursuant to
Section 7.11). For purposes of calculating the Consolidated Leverage Ratio, any Indebtedness (“New Indebtedness”) incurred to refinance existing Indebtedness of the Borrower (“Existing Indebtedness”) shall be
excluded in calculating Consolidated Total Debt, as long as and to the extent (i) such Existing Indebtedness shall still be outstanding as of the calculation date and shall have been counted for purposes of calculating the Consolidated Leverage
Ratio, (ii) the Borrower shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to
repay the Existing Indebtedness within sixty (60) days after the incurrence thereof. 
 “Consolidated Net
Income”: for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit)
of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower)
in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under
any Loan Document) or Requirement of Law applicable to such Subsidiary; provided that solely for purposes of Section 7.6, non-cash restructuring charges of the Borrower and its Subsidiaries which would otherwise reduce Consolidated Net Income
shall be added back to Consolidated Net Income (and, for avoidance of doubt, any cash payment made in respect of such non-cash restructuring charges shall be included in calculating Consolidated Net Income for the period in which such payment is
made). Notwithstanding the foregoing, any reduction to Consolidated Net Income otherwise required by the Borrower’s adoption of FAS 123R shall be disregarded in calculating Consolidated Net Income. 

“Consolidated Net Leverage Ratio”: at the last day of any period, the ratio of (a) Consolidated Total Debt plus (to
the extent not included in Consolidated Total Debt) the Domestic Receivables Program Amount on such day, less the aggregate amount of unrestricted cash and cash equivalents of the Borrower and its Subsidiaries in excess of $50,000,000 (such excess
amount not to exceed $150,000,000) to (b) Consolidated EBITDA for such period. Notwithstanding the foregoing, in the event that the Borrower or a Subsidiary has entered into an operating lease in connection with a Permitted Sale/Leaseback then
for purposes of calculating the Consolidated Net Leverage Ratio on any day, Consolidated Total Debt shall be deemed to be increased by the remaining unamortized principal component of such operating lease (as determined based on the applicable
schedule setting forth the components of lease payments delivered pursuant to Section 7.11). For purposes of calculating the Consolidated Net Leverage Ratio, any New Indebtedness incurred to refinance Existing Indebtedness shall be excluded in
calculating Consolidated Total Debt, as long as and to the extent (i) such Existing Indebtedness shall still be outstanding as of the calculation date and shall have been counted for purposes of calculating the Consolidated Net Leverage Ratio,
(ii) the Borrower shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay
the Existing Indebtedness within sixty (60) days after the incurrence thereof. 

  
 8 








 “Consolidated Total Assets”: at any date, all amounts that would, in
conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date. 

“Consolidated Total Debt”: at any date, the aggregate principal amount of all Indebtedness of the Borrower and its
Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Working
Capital”: at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date. 
 “Continuing Directors”: the directors of the Borrower on the Closing Date, and each other director, if, in each case, such other director’s nomination for election to the board of
directors of the Borrower is recommended by at least a majority of the then Continuing Directors. 
 “Contractual
Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Credit Party”: the Administrative Agent, any Issuing Lender, the Swingline Lender or any other Lender. 

“Default”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the
lapse of time, or both, has been satisfied. 
 “Defaulting Lender”: any Lender, as reasonably determined by the
Administrative Agent, that (a) in the case of any Revolving Lender, has (i) failed to fund any portion of its Revolving Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be
funded by it hereunder and such failure is continuing, unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding has not been
satisfied, (ii) notified the Borrower or any Credit Party in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with
its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (iii) failed, within five Business Days after receipt of request by the Administrative Agent, to confirm that it will comply
with the terms of this Agreement relating to its obligations to fund prospective Revolving Loans and participations in then outstanding Letters of Credit and Swingline Loans or (iv) otherwise failed to pay over to any Credit Party any other
amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (b) in the case of any Lender, has become the subject of a bankruptcy or insolvency proceeding, or has
had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, unless, in the case of any Lender
referred to in this clause (b), the Borrower and the Administrative Agent shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to 

  
 9 








 
perform its obligations as a Lender hereunder; provided, that a Lender will not qualify as a Defaulting Lender solely as the result of the acquisition or maintenance of an ownership
interest in a Defaulting Lender or any Person controlling a Defaulting Lender, or the exercise of control over such Lender or any Person controlling such Lender, by a governmental authority or an instrumentality thereof; provided, further,
that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such
Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 
 “Disposition”: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (other than any transaction for purposes of
collateral or security to the extent permitted hereunder). The terms “Dispose” and “Disposed of” shall have correlative meanings. 
 “Documentation Agents”: as defined in the preamble hereto. 

“Dollars” and “$”: dollars in lawful currency of the United States. 

“Domestic Receivables Program Amount”: at any time, the aggregate principal amount of proceeds received by the Borrower
and its domestic Subsidiaries from parties outside of the Borrower’s consolidated group and which remain outstanding at such time in connection with a Permitted Receivables Financing, together with the aggregate funded amount relating to all
factoring programs, in each case of the Borrower and its domestic Subsidiaries. 
 “Domestic Subsidiary”: any
Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States. 
 “Environmental
Laws”: as to any Person, any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including
common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is subject. 
 “ERISA”: the Employee
Retirement Income Security Act of 1974, as amended from time to time. 
 “Eurodollar Loans”: Loans the rate of
interest applicable to which is based upon the Eurodollar Rate. 
 “Eurodollar Rate”: with respect to each day
during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on
the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on the Reuters Screen LIBOR01 Page (or otherwise on such screen), the
“Eurodollar Rate” shall be 

  
 10 









 
determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability,
by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 a.m., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its
eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein. 

“Eurodollar Tranche”: the collective reference to Eurodollar Loans under a particular Facility the then current Interest
Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day). 
 “Event of Default”: any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

 “Exchange Act”: the Securities Exchange Act of 1934, as amended. 

“Excluded Subsidiary”: (i) any Foreign Subsidiary, (ii) any other Subsidiary if and at such time as the
Borrower and its Subsidiaries own Capital Stock representing less than 80% of the ordinary voting power of such other Subsidiary, (iii) any Immaterial Domestic Subsidiary and (iv) any Finance Subsidiary. 

“Existing Credit Agreement”: as defined in the recitals hereto. 

“Existing Letters of Credit”: the Letters of Credit (as defined in the Existing Credit Agreement) outstanding on the
Closing Date immediately prior to the effectiveness of this Agreement. 
 “Existing Loans”: the Loans (as
defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to the effectiveness of this Agreement. 
 “Existing Indebtedness”: as defined in the definition of “Consolidated Leverage Ratio”. 
 “Existing Receivables Financing”: (a) each receivables financing transaction existing on the date hereof and set forth on Schedule 7.3(m) attached hereto and (b) each
receivables financing transaction entered into after that date hereof which satisfies the criteria for a Permitted Receivables Financing. 
 “Existing Unsecured Notes”: as defined in Section 7.2(f). 

“Exiting Lender”: each Lender under the Existing Credit Agreement which is not a Lender under this Agreement on the
Closing Date. 
 “Facility”: each of (a) the Tranche A Term Loans (the “Tranche A Term
Facility”), (b) the Revolving Commitments and the extensions of credit made thereunder (the “Revolving Facility”) and (c) each other credit facility that may be added to this Agreement after the date hereof.


  
 11 









 “FATCA”: Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof. 

“Federal Funds Effective Rate”: for any day, the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the
average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. 
 “Finance Subsidiary”: Tenneco Automotive RSA Company and any other Wholly Owned Subsidiary of the Borrower that is formed for the sole purpose of engaging in Permitted Receivables
Financings. 
 “Financial Covenant”: any of the Consolidated Interest Coverage Ratio, the Consolidated Leverage
Ratio, the Consolidated Net Leverage Ratio and the Senior Secured Leverage Ratio. 
 “Foreign Subsidiary”: any
Subsidiary of the Borrower that is not a Domestic Subsidiary. 
 “Funded Debt”: as to any Person, all
Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises
under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such
Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans. 
 “Funding Office”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its
funding office by written notice to the Borrower and the Lenders. 
 “GAAP”: generally accepted accounting
principles in the United States as in effect from time to time, except that for purposes of the definition of “Applicable Prepayment Percentage” or any Financial Covenant, GAAP shall be determined on the basis of such principles in effect
on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered pursuant to Section 4.1, provided that, if the Borrower notifies the Administrative Agent within one year
after the effectiveness of any applicable Accounting Change (as defined below) that the Borrower requests an amendment to any provision hereof to eliminate the effect of such Accounting Change or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower within one year 

  
 12 









 
after the effectiveness of any such Accounting Change that the Administrative Agent requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such Accounting Change shall have become effective until such notice
shall have been withdrawn or such provision amended in accordance herewith; provided further that notwithstanding the foregoing, the financial definitions set forth herein and in the other Loan Documents and any financial ratio or
other financial calculation required hereby or by the other Loan Documents shall be determined without giving effect to any change to lease accounting rules from those in effect on the date hereof pursuant to Financial Accounting Standards Board
Accounting Standards Codification 840 (Leases) and other related lease accounting guidance in effect on the date hereof. “Accounting Change” refers to a change after the date hereof in accounting principles required by the promulgation of
any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC. 

“Governmental Authority”: any nation or government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any
self-regulatory organization (including the National Association of Insurance Commissioners). 
 “Granting
Bank”: as defined in Section 10.6(d). 
 “Guarantee and Collateral Agreement”: the Guarantee and
Collateral Agreement dated as of March 16, 2007 executed and delivered by the Borrower and each Subsidiary Guarantor pursuant to the Existing Credit Agreement, a copy of which as amended and supplemented to the date hereof is attached hereto as
Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time. 
 “Guarantee
Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which
obligation the guaranteeing person has issued a reimbursement, counter indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such
primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee
Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to
the stated or 

  
 13 









 
determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to
the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee
Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. 
 “Guarantors”: the collective reference to the Subsidiary Guarantors and any other Person that guarantees payment of all or a portion of the Obligations. 

“Hart County Facility”: the facility formerly owned by TAOC located in Hart County, Georgia. 

“Hart County Facility IDB Transaction”: (i) the transfer by TAOC of the Hart County Facility to the Hart County
Industrial Building Authority in exchange for $42,000,000 of industrial development bond financing, (ii) the lease back by TAOC of the Hart County Facility and (iii) all related transactions. 

“Hedge Agreements”: all interest rate swaps, caps or collar agreements or similar arrangements dealing with interest
rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies. 
 “Immaterial Domestic Subsidiaries”: at any time, Domestic Subsidiaries of the Borrower having aggregate total assets (as determined in accordance with GAAP) in an amount of less than 5%
of Consolidated Total Assets of the Borrower and its Domestic Subsidiaries. In the event that total assets of all Immaterial Domestic Subsidiaries exceed 5% of Consolidated Total Assets of the Borrower and its Domestic Subsidiaries, the Borrower
will designate Domestic Subsidiaries which would otherwise constitute Immaterial Domestic Subsidiaries to be excluded as Immaterial Domestic Subsidiaries until such 5% threshold is met. 

“Immaterial Subsidiaries”: at any time, Subsidiaries of the Borrower (i) having aggregate total assets (as
determined in accordance with GAAP) in an amount of less than 5% of Consolidated Total Assets of the Borrower and its Subsidiaries and (ii) contributing in the aggregate less than 5% to Consolidated EBITDA for the period of twelve
consecutive fiscal months most recently ended for which financial statements are available. In the event that total assets of all Immaterial Subsidiaries exceed 5% of Consolidated Total Assets or the total contribution to Consolidated EBITDA of all
Immaterial Subsidiaries exceeds 5% of Consolidated EBITDA for the relevant period, as the case may be, the Borrower will designate Subsidiaries which would otherwise constitute Immaterial Subsidiaries to be excluded as Immaterial Subsidiaries until
such 5% thresholds are met. 
 “Incremental Facility”: as defined in Section 2.27. 

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed
money, (b) all obligations of such Person for the deferred purchase price of property or services (other than any such obligations incurred in the ordinary course of such Person’s business maturing less than one (1) year from the
creation thereof), (c) all 

  
 14 









 
obligations of such Person evidenced by notes, bonds, debentures or other similar instruments (other than an operating lease, synthetic lease or similar arrangement), (d) for the purposes of
Sections 7.2 and 8(e) only, all indebtedness created or arising under any conditional sale or other title retention agreement (other than an operating lease) with respect to property acquired by such Person (even though the rights and remedies of
the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) for the purposes of Sections 7.2 and 8(e) only, all Capital Lease Obligations of such Person, provided that
Capital Lease Obligations of such Person arising from Permitted Sale/Leasebacks shall be Indebtedness for purposes of any Financial Covenant and related defined terms, (f) for the purposes of Sections 7.2 and 8(e) only, all obligations of such
Person, contingent or otherwise, as an account party under acceptances, surety bonds or similar arrangements (other than obligations arising out of endorsements of instruments for deposit or collection in the ordinary course of business),
(g) all unpaid reimbursement obligations of such Person in respect of drawings under letters of credit and, for purposes of Sections 7.2 and 8(e) only, the face amount of all letters of credit issued for the account of such Person, (h) for
the purposes of Sections 7.2 and 8(e) only, all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above, (i) without limitation of the foregoing, all obligations of the
kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned
by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, provided that the amount of any such obligation shall be deemed to be the lesser of the face principal amount thereof and the fair
market value of the property subject to such Lien and (j) for the purposes of Sections 7.2 and 8(e) only, all obligations of such Person in respect of Hedge Agreements. Notwithstanding the foregoing, (i) obligations of the Borrower and its
Subsidiaries in respect of bankers’ acceptances issued through joint ventures in the People’s Republic of China up to an aggregate amount at any time outstanding of $25,000,000 shall not constitute Indebtedness and (ii) overdrafts by
the Borrower and its Subsidiaries in the ordinary course of business in connection with cash management (and not working capital) shall not constitute Indebtedness. 
 “Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA. 

“Insolvent”: pertaining to a condition of Insolvency. 

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual
property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue
at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. 
 “Interest Payment Date”: (a) as to any ABR Loan, the second Business Day of each January, April, July and October to occur while such Loan is outstanding and the final maturity date
of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three
months, or a whole multiple thereof, after the first day of 

  
 15 









 
such Interest Period and the last day of such Interest Period, and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or
prepayment made in respect thereof. 
 “Interest Period”: as to any Eurodollar Loan, (i) initially, the
period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one or two weeks, or one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or
notice of conversion, as the case may be, given with respect thereto, or any other period agreed upon between the Borrower and the Lenders; (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable
to such Eurodollar Loan and ending one or two weeks, or one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then
current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following: 
 (A) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be
to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; 
 (B) the Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date, in the case of the Revolving Facility, or beyond the Tranche A Final
Maturity Date, in the case of the Tranche A Term Facility; 
 (C) any Interest Period that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month unless such Interest Period has a
duration of less than one month; and 
 (D) the Borrower shall select Interest Periods so as not to require a
payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan. 
 “Investments”: as
defined in Section 7.8. 
 “IRS”: as defined in Section 2.21(e). 

“Issuing Lender”: JPMCB or any other Lender (which may act through its affiliates) requested by the Borrower and
reasonably acceptable to the Administrative Agent which agrees to act as an Issuing Lender hereunder, in its capacity as issuer of any Letter of Credit. Each reference herein to “Issuing Lender” shall be deemed to be a reference to the
relevant Issuing Lender. 
 “Joint Venture”: any Person in which the Borrower and/or its Subsidiaries hold less
than a majority of the Capital Stock, and which does not constitute a Subsidiary of the Borrower, whether direct or indirect. 

“JPMCB”: JPMorgan Chase Bank, N.A. 

  
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 “L/C Fee Payment Date”: the second Business Day of each January, April,
July or October and the last day of the Revolving Commitment Period. 
 “L/C Obligations”: at any time, an
amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to
Section 3.5. 
 “L/C Participants”: the collective reference to all the Revolving Lenders other than the
Issuing Lender. 
 “Lender Affiliate”: (a) with respect to any Lender (i) an Affiliate of such Lender
or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is
administered or managed by such Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar
extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor. 
 “Lenders”: as defined in the preamble hereto. 
 “Letters
of Credit”: as defined in Section 3.1(a). 
 “Lien”: any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing). 
 “Loan”: any loan made by any Lender pursuant to this Agreement. 

“Loan Documents”: this Agreement, the Security Documents and the Notes, as the same may be amended, modified or
supplemented from time to time. 
 “Loan Parties”: the Borrower and each Subsidiary of the Borrower that is a
party to a Loan Document. 
 “Majority Facility Lenders”: with respect to any Facility, the holders of more
than 50% of the aggregate unpaid principal amount of the Total Revolving Extensions of Credit (excluding Revolving Extensions of Credit held by Defaulting Lenders) under the Revolving Facility or the aggregate unpaid principal amount of the Tranche
A Term Loans, as the case may be, outstanding under such Facility or in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders (other than Defaulting Lenders) of more than 50% of the Total Revolving
Commitments (excluding Revolving Commitments of Defaulting Lenders). 

  
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 “Material Adverse Effect”: a material adverse effect on (a) the
Transaction or (b) the business, property, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole. 
 “Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or
wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation. 
 “Maximum Rate”: as defined in Section 10.20. 

“Moody’s”: as defined in the definition of “Cash Equivalents”. 

“Mortgaged Properties”: the real properties subject to the Mortgages designated in Schedule 1.1B and any other real
properties required to be mortgaged pursuant to Section 6.9. 
 “Mortgages”: each of the mortgages and
deeds of trust described in Schedule 1.1B and each other mortgage or deed of trust made on or after the Closing Date by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, substantially in the
form of Exhibit D to the Existing Credit Agreement (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented or
otherwise modified from time to time. 
 “Multiemployer Plan”: a Plan that is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA. 
 “Net Cash Proceeds”: (a) in connection with any Asset Sale or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or
otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly
permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably
estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness,
the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other fees and expenses actually incurred in connection therewith.

 “New Indebtedness”: as defined in the definition of “Consolidated Leverage Ratio”. 

“Non-Excluded Taxes”: as defined in Section 2.21(a). 

“Non-U.S. Lender”: as defined in Section 2.21(e). 

  
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 “Notes”: the collective reference to any promissory note evidencing Loans.

 “Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of
the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender (or, in the case of Hedge Agreements or Cash Management Obligations, any
affiliate of any Lender), 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, this Agreement, any other Loan Document, the Letters of
Credit, Cash Management Obligations, any Hedge Agreement entered into with any Lender or any affiliate of any Lender or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

 “Other Taxes”: any and all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder (exclusive of any franchise tax or any tax assessment on the overall net income of a recipient) or from the execution, delivery or enforcement of, or otherwise with respect to,
this Agreement or any other Loan Document. 
 “Participant”: as defined in Section 10.6(b). 

“Participant Register”: as defined in Section 10.6(b). 

“Patriot Act”: the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001 or any
subsequent legislation that amends, supplements or supersedes such Act. 
 “PBGC”: the Pension Benefit Guaranty
Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor). 
 “Permitted Receivables
Financing”: (a) any sale by the Borrower or a Domestic Subsidiary of accounts receivable to a Finance Subsidiary intended to be (and which shall be treated for the purposes hereof as) a true sale transaction with customary limited
recourse based upon the collectibility of the receivables sold and the corresponding sale or pledge of such accounts receivable (or an interest therein) by the Finance Subsidiary, in each case without any guarantee by the Borrower or any other
Subsidiary thereof, provided, however, that the terms, conditions and structure (including the legal and organizational structure of the Finance Subsidiary and the restrictions imposed on its activities) of and the documentation
incident to any such transactions entered into after the date hereof must be reasonably acceptable to the Administrative Agent, provided that the terms, conditions and structure of and the amendment documentation incident to any Existing
Receivables Financing and any further amendments, waivers, supplements, extensions, renewals or other modifications to the terms, conditions and structure of such Permitted Receivables Financings, are and will be deemed to be acceptable to the
Administrative Agent, so long as such modifications do not increase the amount of such Existing 

  
 19 









 
Receivables Financings, expand the scope of the assets included in such Existing Receivables Financing (without giving effect to any changes to eligibility criteria contained therein, including
concentration limits) or change the legal or organizational structure of the Finance Subsidiary, including the restrictions on its activities, except as may be permitted in the underlying documentation for such Existing Receivables Financing as in
effect as of the date hereof, and (b) any sale or financing by any Foreign Subsidiary to or with local buyers or lenders of accounts receivable in the ordinary course of business, in each case without any guarantee by the Borrower or any
Domestic Subsidiary. The aggregate principal amount of the proceeds received from parties outside of Borrower’s consolidated group and which remains outstanding in all transactions described in the preceding clauses (a) and (b) will
not exceed $250,000,000 at any time and from time to time. In addition to receivables and their proceeds, the assets transferred in a Permitted Receivables Financing may include (i) any collateral for transferred receivables (other than any
interest in goods the sale of which gave rise to such receivables) and any agreements supporting or securing payment of transferred receivables, (ii) any service contracts or other agreements associated with such receivables and records
relating to such receivables, (iii) any bank account or lock box maintained primarily for the purpose of receiving collections of transferred receivables and (iv) proceeds of all of the foregoing.  

“Permitted Refinancing Indebtedness”: with respect to any Indebtedness (the “Original Indebtedness”) of
the Borrower, Indebtedness (“Refinancing Indebtedness”) of the Borrower which satisfies the following conditions: (i) if the Original Indebtedness is subordinated in right of payment to the Obligations, the Refinancing
Indebtedness (including permitted guarantees thereof described in clause (vi) below) is at least as subordinated in right of payment and otherwise to the Obligations as is the Original Indebtedness, (ii) if the Original Indebtedness is
secured, the Refinancing Indebtedness is unsecured or, if the Refinancing Indebtedness is secured, the intercreditor arrangements with respect to such Refinancing Indebtedness (including subordination of liens) are at least as favorable to the
holders of the Obligations as are those applicable to the Original Indebtedness, (iii) the principal amount of the Refinancing Indebtedness is no greater than the sum of the principal amount of the Original Indebtedness being refinanced plus
any fees and premiums arising in connection with such refinancing, (iv) the Refinancing Indebtedness has no required (scheduled and mandatory) principal payments prior to the date which is 91 days after the Tranche A Final Maturity Date (or, if
later, 91 days after the then scheduled final maturity date of any Incremental Facility) (other than pursuant to change of control and asset sale covenants substantially similar to those in the Original Indebtedness or that, in the reasonable
judgment of the Borrower, are at least as favorable to the Borrower and its Subsidiaries as are the corresponding terms of similar Indebtedness issued by similarly-situated issuers after taking into account the then-prevailing market conditions) and
(v) if required to be guaranteed, the Refinancing Indebtedness is guaranteed only by Subsidiaries which have guaranteed payment of the Obligations pursuant to subordination (if applicable) and guarantee provisions at least as favorable to the
holders of the Obligations as are those in the Original Indebtedness. 
 “Permitted Sale/Leasebacks”: as
defined in Section 7.11. 
 “Person”: an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. 

  
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 “Plan”: at a particular time, any “employee benefit plan” (as
defined by Section 3(3) of ERISA) that is subject to Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to
be) an “employer” as defined in Section 3(5) of ERISA. 
 “Pricing Grid”: the pricing grid
attached hereto as Annex A. 
 “Properties”: as defined in Section 4.17(a). 

“Qualified Capital Stock”: Capital Stock of the Borrower in respect of which no scheduled, mandatory or required
payments are due (other than payments in kind) prior to the date which is 91 days after the Tranche A Final Maturity Date (or, if later, 91 days after the then scheduled final maturity date of any Incremental Facility). 

“Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any
condemnation proceeding relating to any asset of the Borrower or any of its Subsidiaries. 
 “Refunded Swingline
Loans”: as defined in Section 2.9. 
 “Register”: as defined in Section 10.6(e). 

“Regulation U”: Regulation U of the Board as in effect from time to time. 

“Reimbursement Obligation”: the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5
for amounts drawn under Letters of Credit. 
 “Reinvestment Deferred Amount”: with respect to any Reinvestment
Event, the aggregate Net Cash Proceeds received by the Borrower or any of its Subsidiaries in connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.13(b) as a result of the delivery of a Reinvestment Notice.

 “Reinvestment Event”: any Asset Sale or Recovery Event resulting in the receipt of Net Cash Proceeds by the
Borrower or a Subsidiary in respect of which the Borrower has delivered a Reinvestment Notice. 
 “Reinvestment
Notice”: a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified
portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets useful in its business. The Borrower may deliver a Reinvestment Notice quarterly after the end of each applicable fiscal quarter with the compliance certificate
delivered pursuant to Section 6.2(b) rather than at the time of receipt of the related Net Cash Proceeds. 

“Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating
thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire assets useful in the Borrower’s business. 

  
 21 









 “Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the
earlier of (a) the date occurring 12 months after such Reinvestment Event and (b) the date on which the Borrower shall have determined not to acquire assets useful in the Borrower’s business with all or any portion of the relevant
Reinvestment Deferred Amount. 
 “Reorganization”: with respect to any Multiemployer Plan, the condition that
such plan is in reorganization within the meaning of Section 4241 of ERISA. 
 “Replacement Term Loan”: as
defined in Section 10.1(b)(ii). 
 “Reportable Event”: any of the events set forth in Section 4043(c)
of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043. 
 “Required Lenders”: at any time, the holders (other than Defaulting Lenders) of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans (excluding
Term Loans held by Defaulting Lenders) then outstanding and (ii) the Total Revolving Commitments (excluding Revolving Commitments of Defaulting Lenders) then in effect or, if the Revolving Commitments have been terminated, the Total Revolving
Extensions of Credit (excluding Revolving Extensions of Credit held by Defaulting Lenders) then outstanding. 

“Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such
Person or any of its property is subject. 
 “Responsible Officer”: the chief executive officer, president or
chief financial officer of the Borrower or any other applicable Loan Party, but in any event, with respect to financial matters, the chief financial officer, Treasurer and Controller of the Borrower or such Loan Party, as the case may be.

 “Restricted Payments”: as defined in Section 7.6. 

“Revolving Commitment”: as to any Revolving Lender, the obligation of such Revolving Lender, if any, to make Revolving
Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in
the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The initial amount of the Total Revolving Commitments is $850,000,000. 

“Revolving Commitment Period”: the period from and including the Closing Date to the Revolving Termination Date.

 “Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of
(a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding under the Revolving Facility and (c) such
Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding. 

  
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 “Revolving Facility”: the Revolving Commitments and the extensions of
credit made thereunder. 
 “Revolving Lender”: each Lender that has a Revolving Commitment or that holds
Revolving Loans, including each Lender that became a party hereto as of the Closing Date. 
 “Revolving Loans”:
as defined in Section 2.6(a). 
 “Revolving Percentage”: as to any Revolving Lender at any time, the
percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of
such Lender’s Revolving Extensions of Credit then outstanding constitutes of the aggregate principal amount of the Revolving Extensions of Credit then outstanding). 
 “Revolving Termination Date”: the date which is the earlier to occur of (a) the fifth anniversary of the Closing Date and (b) the date on which the Revolving Commitments are
terminated. 
 “S&P”: as defined in the definition of “Cash Equivalents”. 

“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

 “Security Documents”: the collective reference to the Guarantee and Collateral Agreement, the Mortgages and
all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document. 

“Senior Secured Leverage Ratio”: as of the last day of any period, the ratio of (x) the sum of all outstanding
Indebtedness under this Agreement, any other secured Indebtedness of the Borrower and its Subsidiaries and Capital Lease Obligations plus the Domestic Receivables Program Amount as of such day to (y) Consolidated EBITDA for such period.
Notwithstanding the foregoing, in the event that the Borrower or a Subsidiary has entered into an operating lease in connection with a Permitted Sale/Leaseback then for purposes of calculating the Senior Secured Leverage Ratio on any day, the amount
described in clause (x) shall be deemed to be increased by the remaining unamortized principal component of such operating lease (as determined based on the applicable schedule setting forth the components of lease payments delivered pursuant
to Section 7.11). For purposes of calculating the Senior Secured Leverage Ratio, any New Indebtedness incurred to refinance Existing Indebtedness shall be excluded, as long as and to the extent (i) such Existing Indebtedness shall still be
outstanding as of the calculation date and shall have been counted for purposes of calculating the Senior Secured Leverage Ratio, (ii) the Borrower shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall
have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay the Existing Indebtedness within sixty (60) days after the incurrence thereof. 

  
 23 









 “Single Employer Plan”: any Plan that is not a Multiemployer Plan.

 “Solvent”: when used with respect to any Person, means that, as of any date of determination, (a) the
amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined
in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required
to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person
will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim,” and (ii) “claim” means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a
right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. 
 “SPC”: as defined in Section 10.6(d). 
 “Specified
Change of Control”: a “Change of Control” (however denominated) as defined in any Unsecured Note Agreement or in any other instrument or agreement evidencing or creating Indebtedness with an aggregate principal amount of
$75,000,000 or more. 
 “Stub Debt”: debentures of the Borrower and its Subsidiaries issued and outstanding on
the date hereof and described in the financial statements of the Borrower referred to in Section 4.1. 

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of
stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers
of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified (i) all
references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower and (ii) each Finance Subsidiary shall be deemed not to be a Subsidiary of the Borrower for
purposes of Sections 7.2, 7.3, 7.5, 7.10 and 7.13. 
 “Subsidiary Guarantor”: each Subsidiary of the Borrower
other than any Excluded Subsidiary. 
 “Swingline Commitment”: the obligation of the Swingline Lender to make
Swingline Loans pursuant to Section 2.8 in an aggregate principal amount at any one time outstanding not to exceed $75,000,000. 

  
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 “Swingline Lender”: as the context may require, either (i) JPMCB, in
its capacity as the lender of U.S. Swingline Loans, or (ii) JPMorgan Chase Bank, N.A., London Branch, an affiliate of JPMCB, in its capacity as the lender of U.K. Swingline Loans. 

“Swingline Loans”: as defined in Section 2.8. 

“Swingline Participation Amount”: as defined in Section 2.9. 

“Syndication Agent”: as defined in the preamble hereto. 

“2015 Notes”: as defined in Section 7.2(f). 

“2018 Notes”: as defined in Section 7.2(f). 

“2020 Notes”: as defined in Section 7.2(f). 

“TAOC”: Tenneco Automotive Operating Company Inc., a Delaware corporation and a Subsidiary of the Borrower. 

“Term Lenders”: the Tranche A Term Lenders. 
 “Term Loans”: the Tranche A Term Loans. 
 “Total
Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect. The Total Revolving Commitments may be increased or reduced from time to time pursuant to Sections 2.27 and 2.11, respectively.

 “Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of
Credit of the Revolving Lenders outstanding at such time. 
 “Tranche A Final Maturity Date”: the date which is
the fifth anniversary of the Closing Date. 
 “Tranche A Term Commitment”: as to any Tranche A Term Lender, the
obligation of such Tranche A Term Lender to make a Tranche A Term Loan to the Borrower pursuant to Section 2.3. 

“Tranche A Term Lender”: each Lender that holds a Tranche A Term Loan or a Tranche A Term Commitment. 

“Tranche A Term Loan”: as defined in Section 2.3. The initial aggregate amount of the Tranche A Term Loans is
$250,000,000, and on the Closing Date, each Tranche A Term Lender will hold a Tranche A Term Loan in an amount equal to the amount set forth opposite its name on Schedule 1.1A, or as may subsequently be set forth in the Register from time to time,
as the same may be adjusted from time to time pursuant to this Agreement. 
 “Tranche A Term Percentage”: as to
any Tranche A Term Lender at any time, the percentage which the aggregate principal amount of such Lender’s Tranche A Term Loan then outstanding constitutes of the aggregate principal amount of all of the Tranche A Term Loans then outstanding.


  
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 “Transaction”: the entering into, and creating security interests in
Collateral under, the Loan Documents and the use of the proceeds of the Loans in connection with the amendment and restatement of the Existing Credit Agreement pursuant thereto. 

“Transferee”: any Assignee or Participant. 
 “Type”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan. 
 “U.K. Swingline Loan”: as defined in Section 2.8. 

“United States”: the United States of America. 
 “Unsecured Note Agreement”: any indenture, credit agreement or similar document governing any Unsecured Notes, and all material related agreements. 

“Unsecured Notes”: unsecured Indebtedness of the Borrower permitted by Section 7.2(f) or (l). 

“U.S. Swingline Loan”: as defined in Section 2.8. 

“Wholly Owned Subsidiary”: as to any Person, any other Person all of the Capital Stock of which (other than
directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries. 
 “Wholly Owned Subsidiary Guarantor”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower. 
 1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any
certificate or other document made or delivered pursuant hereto or thereto. 
 (b) As used herein and in the other Loan
Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to the Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in
Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase
“without limitation,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have
correlative meanings), and (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital
Stock, securities, revenues, accounts, leasehold interests and contract rights. 
 (c) The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to
this Agreement unless otherwise specified. 

  
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 (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms. 
 (e) Notwithstanding any other provision contained herein, all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Codification 825 (or any other Financial
Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein. 

(f) Pro forma calculations required to be made pursuant to this Agreement shall be made in accordance with the assumptions believed by
the Borrower to be reasonable and factually supportable and to give effect to actions and results that are expected to occur within a reasonable period of time after the occurrence of the event requiring such pro forma calculations. The Borrower
will provide to the Administrative Agent a reasonably detailed description of such pro forma calculations (including the assumptions therefor). 
 SECTION 2. AMOUNT AND TERMS OF LOANS AND COMMITMENTS 
 2.1 [RESERVED].

 2.2 [RESERVED]. 
 2.3 Tranche A Term Commitments. Subject to the terms and conditions hereof, each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) to the
Borrower on the Closing Date in the amount set forth under the heading “Tranche A Term Loan” opposite such Tranche A Term Lender’s name on Schedule 1.1A. The Tranche A Term Loans may from time to time be Eurodollar Loans or ABR Loans,
as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.14. 
 2.4
Procedure for Tranche A Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the
anticipated Closing Date in the case of ABR Loans or three Business Days prior to the anticipated Closing Date in the case of Eurodollar Loans) requesting that the Tranche A Term Lenders make the Tranche A Term Loans on the Closing Date and
specifying (i) the amount and the Type of Loans to be borrowed, (ii) the anticipated Closing Date and (iii) in the case of Eurodollar Loans, the respective amounts of such Type of Loan and the respective lengths of the initial
Interest Period therefor. Each such borrowing shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in
excess thereof. Upon receipt of such notice of borrowing the Administrative Agent shall promptly notify each Tranche A Term Lender thereof. Each Tranche A Term Lender will make the amount of its Tranche A Term Loan available to the Administrative
Agent for the account of the Borrower at the Funding Office prior to 2:00 p.m., New York City time, on the Closing Date. Such borrowing will then be made available to the Borrower by the Administrative 

  
 27 









 
Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Lenders and in like
funds as received by the Administrative Agent. 
 2.5 Repayment of Tranche A Term Loans. The Tranche A Term Loan of each
Tranche A Term Lender shall be payable in 20 consecutive quarterly installments, commencing June 30, 2012, each of which shall be in an amount equal to such Lender’s Tranche A Term Percentage multiplied by the amount set forth below
opposite each installment: 
  

					
	 Installment
	  	Amount	 
		
	 June 30, 2012
	  	$	3,125,000	  
		
	 September 30, 2012
	  	$	3,125,000	  
		
	 December 31, 2012
	  	$	3,125,000	  
		
	 March 31, 2013
	  	$	3,125,000	  
		
	 June 30, 2013
	  	$	3,125,000	  
		
	 September 30, 2013
	  	$	3,125,000	  
		
	 December 31, 2013
	  	$	3,125,000	  
		
	 March 31, 2014
	  	$	3,125,000	  
		
	 June 30, 2014
	  	$	6,250,000	  
		
	 September 30, 2014
	  	$	6,250,000	  
		
	 December 31, 2014
	  	$	6,250,000	  
		
	 March 31, 2015
	  	$	6,250,000	  
		
	 June 30, 2015
	  	$	9,375,000	  
		
	 September 30, 2015
	  	$	9,375,000	  
		
	 December 31, 2015
	  	$	9,375,000	  
		
	 March 31,2016
	  	$	9,375,000	  
		
	 June 30,2016
	  	$	12,500,000	  
		
	 September 30, 2016
	  	$	12,500,000	  
		
	 December 31, 2016
	  	$	12,500,000	  
		
	 Tranche A Final Maturity Date
	  	$	125,000,000	  


  
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 2.6 Revolving Commitments. (a) Subject to the terms and conditions hereof, each
Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time at the Borrower’s request during the Revolving Commitment Period in an aggregate principal amount at any one
time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations with respect to Letters of Credit then outstanding and (ii) the aggregate principal amount of the Swingline Loans then
outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.7
and/or 2.14. 
 (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. 

2.7 Procedure for Revolving Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving
Commitment Period on any Business Day prior to the Revolving Termination Date, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (a) prior to
12:00 Noon, New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) prior to 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying
(i) the amount and the Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of such Type of Loan and the respective lengths of the initial Interest Period
therefor. Each such borrowing shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and
(y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swingline Lender and the Issuing Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments
that are ABR Loans in other amounts pursuant to Section 2.9(b) and the proviso of Section 3.5, respectively. Upon receipt of any such notice of borrowing under the Revolving Facility from the Borrower, the Administrative Agent shall
promptly notify each Lender under the Revolving Facility thereof. In the case of a borrowing under the Revolving Facility, each Revolving Lender will make the amount of its Revolving Percentage of such borrowing available to the Administrative Agent
for the account of the Borrower at the Funding Office prior to 2:00 p.m., New York City time, on the Borrowing Date requested by the Borrower or requested by the Swingline Lender or an Issuing Lender on behalf of the Borrower as contemplated by the
second preceding sentence in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent. 

  
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 2.8 Swingline Commitment. (a) Subject to the terms and conditions hereof, the
Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans to the Borrower in the United Kingdom
(“U.K. Swingline Loans”) or in the United States (“U.S. Swingline Loans” and, together with U.K. Swingline Loans, the “Swingline Loans”); provided that (i) the aggregate principal amount of
Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans
hereunder, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate
amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions
hereof. Swingline Loans shall be ABR Loans only. 
 (b) The Borrower shall repay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the date that is five Business Days after such Swingline Loan is made. 
 2.9 Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) Whenever the Borrower desires that the Swingline Lender make Swingline Loans, it shall give the Swingline Lender irrevocable
telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 1:00 p.m. New York City time (in the case of U.S. Swingline Loans) or 1:00 p.m. London time (in the case of U.K.
Swingline Loans), on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period). Each borrowing under the Swingline
Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 p.m. New York City time (in the case of U.S. Swingline Loans) or 3:00 p.m. London time (in the case of U.K. Swingline Loans),
on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan
to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on
such Borrowing Date in immediately available funds. 
 (b) The Swingline Lender, at any time and from time to time in its sole
and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than 12:00 Noon, New York City time,
request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded
Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available
funds, not later than 10:00 a.m., New York City time, one Business Day after the date of such notice. The proceeds of 

  
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such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline
Loans. The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline
Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans. 
 (c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.9(b), one of the events described in Section 8(f) shall have occurred and be continuing with
respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.9(b), each Revolving Lender shall, on the date such Revolving Loan
was to have been made pursuant to the notice referred to in Section 2.9(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline
Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such
Revolving Loans. 
 (d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender such
Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of
such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned,
such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. 
 (e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.9(b) and to purchase participating interests pursuant to Section 2.9(c) shall be absolute and unconditional
and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of a Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of the Borrower;
(iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

 2.10 Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each
Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily Available Revolving Commitment of such Lender during
the period for which payment is made, payable quarterly in arrears on the second Business Day of each January, April, July and October and on the Revolving Termination Date, commencing on the first of such dates to occur after the Closing Date.


  
 31 









 (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on
the dates previously agreed to in writing by the Borrower and the Administrative Agent. 
 2.11 Termination or Reduction of
Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving
Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total
Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect.

 2.12 Optional Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part,
without premium or penalty (except as set forth below), upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and on the same Business Day in the case of ABR Loans,
which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto,
the Borrower shall also pay any amounts owing pursuant to Section 2.22. Upon receipt of any such notice in respect of Eurodollar Loans or ABR Loans the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice
is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid.
Partial prepayments of Tranche A Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a
whole multiple thereof. Any optional prepayments of the Term Loans shall be applied to the remaining installments thereof in the direct order of maturity. 
 2.13 Mandatory Prepayments. (a) If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries after the Closing Date (excluding (i) the proceeds of a Permitted
Receivables Financing, and (ii) any other permitted Indebtedness incurred in accordance with Section 7.2), an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds thereof shall be applied on the date of such
issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.13(c). 
 (b) If on any date the
Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof (or will be delivered concurrently with the next compliance
certificate to be delivered pursuant to Section 6.2(b)), the Applicable Prepayment Percentage of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth


  
 32 









 
in Section 2.13(c); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the
relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.13(c). 

(c) The application of any prepayment pursuant to Section 2.13(a) or (b) shall be made ratably to the Term Loans based on the
outstanding respective principal amounts thereof. Partial prepayments of the Term Loans pursuant to this Section 2.13 shall be applied to the remaining installments thereof in the direct order of maturity. The application of any prepayment of
Term Loans pursuant to this Section 2.13 shall be made, first, to ABR Loans and second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.13 shall be accompanied by accrued interest to the date of such
prepayment on the amount prepaid. 
 2.14 Conversion and Continuation Options. (a) The Borrower may elect from time
to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of
an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice
shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or
the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

 (b) Any Eurodollar Loan which is a Term Loan shall be continued as such upon the expiration of the then current Interest
Period with respect thereto unless the Borrower gives irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of a different length of the
next Interest Period to be applicable to such Loans or elects to convert such Loan to an ABR Loan, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing
and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if such continuation is not
permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Any Eurodollar Loan which is a Revolving Loan may be continued as such upon the expiration of
the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the
length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has
or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as
described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant Lender thereof. 

  
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 2.15 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in
this Agreement, all borrowings, conversions and continuations of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect
thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than twenty (20) Eurodollar Tranches shall
be outstanding at any one time. 
 2.16 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear
interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin. 
 (b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin. 
 (c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue
amounts shall bear interest at a rate per annum equal to (x) in the case of overdue amounts in respect of any Loan, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% or
(y) in the case of overdue amounts in respect of any Reimbursement Obligation, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement
Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then
applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus 2%), in each
case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment). 
 (d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

 2.17 Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto shall be calculated on the
basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting
from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date
and the amount of each such change in interest rate. 

  
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 (b) Each determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations
used by the Administrative Agent in determining any interest rate pursuant to Section 2.16(a). 
 2.18 Inability to
Determine Interest Rate. If prior to the first day of any Interest Period: 
 (a) the Administrative Agent shall have
determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest
Period, or 
 (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the
relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected
Loans during such Interest Period, 
 the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant
Lenders as soon as practicable thereafter. If such notice is given (w) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any Loans under the
relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (y) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last
day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (and the Administrative Agent agrees to promptly withdraw such notice after it becomes aware (by receipt of notice or otherwise)
that the circumstances described in clause (a) or (b) above cease to exist), no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the
relevant Facility to Eurodollar Loans. 
 2.19 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower
from the Revolving Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Percentages of the Revolving Lenders.

 (b) [RESERVED]. 
 (c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding
principal amounts of the Revolving Loans then held by the Revolving Lenders, except as otherwise provided in Section 2.28. 

(d) Each payment (including each prepayment) by the Borrower on account of principal of and interest and premium, if any, on the Tranche
A Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Tranche A Term Loans then held 

  
 35 









 
by the Tranche A Term Lenders. The amount of each principal prepayment of the Tranche A Term Loans shall be applied to reduce the then remaining installments of the Tranche A Term Loans in the
direct order of maturity. Amounts prepaid on account of the Tranche A Term Loans may not be reborrowed. 
 (e) All payments
(including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date
thereof to the Administrative Agent, for the account of the Lenders (or, in the case of payments in respect of U.K. Swingline Loans, prior to 12:00 Noon, London time, on the due date thereof to the applicable Swingline Lender), at the Funding
Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans)
becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case
of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. 
 (f) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing
available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at
a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to
any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing
Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower. 

(g) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment being made
hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such
assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days of such required date, the
Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average
Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. 

  
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 2.20 Requirements of Law. (a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance by any Credit Party with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the
date hereof: 
 (i) shall subject such Credit Party to any tax of any kind whatsoever with respect to this
Agreement, any Letter of Credit, any Application or any Loan made by it, or change the basis of taxation of payments to such Credit Party in respect thereof (except for Non-Excluded Taxes covered by Section 2.21 and changes in the rate of tax
on the overall net income of such Credit Party); 
 (ii) shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement (including any insurance charge or other assessment) against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Credit Party or any Letter of Credit or participation therein; or 
 (iii) shall impose on such Credit Party or the London interbank market any other condition, cost or expense affecting this Agreement or the Loans made by such Credit Party or any Letter of Credit or
participation therein; 
 and the result of any of the foregoing is to increase the cost to such Credit Party, by an amount that such Credit
Party deems to be material, of making, converting into, continuing or maintaining Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Credit Party, upon its demand and delivery of the calculation of such amount, any additional amounts necessary to compensate such Credit Party for such increased cost or reduced amount receivable. If any Credit Party becomes
entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled together with a calculation of such amount
claimed. 
 (b) If any Credit Party shall have determined that the adoption of or any change in any Requirement of Law regarding
capital or liquidity requirements or in the interpretation or application thereof or compliance by such Credit Party, or any corporation controlling such Credit Party with any request or directive regarding capital or liquidity requirements (whether
or not having the force of law) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of return on such Credit Party’s or such corporation’s capital as a consequence of its
obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Credit Party’s or
such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Credit Party to the Borrower (with a copy to the Administrative Agent) of a
written request therefor, the Borrower shall pay to such Credit Party such additional amount or amounts as will compensate such Credit Party for such 

  
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reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than three months prior to the date that such
Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be
extended to include the period of such retroactive effect. 
 (c) Notwithstanding anything herein to the contrary (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a
Requirement of Law, regardless of the date enacted, adopted or issued. 
 (d) A certificate as to any additional amounts payable
pursuant to this Section submitted by any Credit Party to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The obligations of the Borrower pursuant to this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 
 2.21 Taxes.
(a) All payments made by or on behalf of any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise taxes (imposed on the overall net income
of the recipient) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to
the Administrative Agent or any Lender, as determined in good faith by the applicable withholding agent, (i) such amounts shall be paid to the relevant Governmental Authority in accordance with applicable law and (ii) the amounts so
payable by the applicable Loan Party to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts specified in this Agreement as if such withholding or deduction had not been made, provided, however, that the Borrower shall not be required to increase any such amounts payable to
any Lender with respect to any Non-Excluded Taxes (x) that are attributable to such Lender’s failure to comply with the requirements of paragraph (e) or (f) of this Section, (y) that are United States withholding taxes
imposed on amounts payable to such Lender at the time the Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph or (z) that are taxes imposed pursuant to FATCA. 

  
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 (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law. 
 (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower,
as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrower
showing payment thereof. If (i) the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority, (ii) fails to remit to the Administrative Agent the required receipts or other required
documentary evidence or (iii) any Non-Excluded Taxes or Other Taxes are imposed directly upon the Administrative Agent or any Lender, the Borrower shall indemnify the Administrative Agent and the Lenders for such amounts and any incremental
taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure, in the case of (i) and (ii), or any such direct imposition, in the case of (iii). 

(d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for any taxes, levies, imposts,
duties, charges, fees, deductions, withholdings or similar charges imposed by any Governmental Authority (i) attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such
Non-Excluded Taxes or Other Taxes and without limiting the obligation of the Borrower to do so) or (ii) attributable to such Lender's failure to comply with the provisions of Section 10.6(b) relating to the maintenance of a Participant
Register, in either case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes, levies, imposts, duties, charges,
fees, deductions, withholdings or similar charges were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent
shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to
the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d). 
 (e) 

(i) Each Lender (or Transferee) that is a “United States Person” as defined in Section 7701(a)(30) of the Code shall
deliver to the Borrower and the Administrative Agent two properly completed and duly signed copies of U.S. Internal Revenue Service (“IRS”) Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal
backup withholding tax. Each Lender (or Transferee) that is not a “United States Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent
(i) two copies of IRS Form W-8BEN, W-8ECI or Form W-8IMY (together with any applicable underlying IRS forms), (ii) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit F and the applicable IRS Form W-8, or any subsequent versions thereof or successors thereto, properly completed and duly executed
by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal 

  
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withholding tax on payments by under this Agreement and the other Loan Documents. Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in
the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the Borrower or the Administrative Agent. In addition, each Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by such Lender. Each Lender shall promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any
previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section, a Non-U.S. Lender shall not be required to deliver
any form pursuant to this Section that such Non-U.S. Lender is not legally able to deliver. 
 (ii) If a payment made to a Lender
under any Loan Document would be subject to U.S. Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the
Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has or has not complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(f) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that
such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal position of such Lender. 

(g) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder. 
 2.22 Indemnity. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from
any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement, (b) default by the Borrower in making any 

  
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prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a payment of
Eurodollar Loans (including pursuant to Sections 2.24 or 10.1(c)) on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of
interest that would have accrued on the amount so prepaid or returned, or not so borrowed, converted or continued, for the period from the date of such prepayment or return or of such failure to borrow, convert or continue to the last day of such
Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding,
however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the
termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 
 2.23 Change of Lending
Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.20 or 2.21(a) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such
Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the
rights of any Lender pursuant to Section 2.20 or 2.21(a). 
 2.24 Replacement of Lenders. The Borrower shall be
permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.20 or on account of Non-Excluded Taxes pursuant to Section 2.21 or (b) has become a Defaulting Lender hereunder, with a
replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to
any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.20 or on account of Non-Excluded Taxes pursuant to Section 2.21,
(iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under
Section 2.22 for any losses suffered or expenses incurred by such Lender if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement
financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6
(provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) or pursuant to other procedures agreed upon by the Borrower and the Administrative Agent including deemed assignments upon payment
to the replaced Lender of amounts required to be paid to it pursuant to this Section 2.24, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required 

  
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pursuant to Section 2.20 or on account of Non-Excluded Taxes pursuant to 2.21, as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that
the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. 
 2.25 [Intentionally
Omitted]. 
 2.26 Redesignation of Existing Loans and Commitments. As of the Closing Date, the Existing Loans,
Revolving Commitments (as defined in the Existing Credit Agreement) and Tranche B-1 Facility (as defined in the Existing Credit Agreement) immediately prior to the Closing Date shall automatically, without any action on the part of any Person, be
redesignated for all purposes of this Agreement and the other Loan Documents as follows: (a) $850,000,000 of Revolving Commitments; and (b) $250,000,000 principal amount of Tranche A Term Loans. The Administrative Agent shall modify the
Register accordingly to provide for such redesignation of the Existing Loans and Revolving Commitments (as defined in the Existing Credit Agreement) among the Lenders according to their proportionate shares thereof, as applicable. Each Exiting
Lender shall be deemed, by its acceptance of any such payment, to have assigned and sold its Commitments, Tranche B-1 Credit Linked Deposit Amount and Loans under the Existing Credit Agreement to the Lenders in exchange for payment on the Closing
Date of obligations owed to it under the Existing Credit Agreement. 
 2.27 Incremental Loan Extensions. The Borrower may
at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request an increase to the Tranche A Term Facility or the
Revolving Facility or request the addition of one or more incremental term loan facilities (each, an “Incremental Facility”) in an aggregate amount of up to the greater of (x) $275,000,000 and (y) any additional amount if
(in the case of this clause (y)), on a pro forma basis for the most recent determination period (as if such Incremental Facility became effective on the first day of such determination period and, in the case of an Incremental Facility consisting of
an increase in the Revolving Facility, assuming full utilization of the Revolving Facility), after giving effect to such Incremental Facility and the use of proceeds thereof, the Senior Secured Leverage Ratio is less than 1.5 to 1.0; provided
that (i) no Lender will be required to participate in any such Incremental Facility, (ii) no Default exists or would exist after giving effect thereto, (iii)(a) the final maturity date of any such Incremental Facility consisting of a
“pro rata” tranche A term facility or an increase in the Revolving Facility shall be no earlier than the Tranche A Final Maturity Date and the final maturity date of any such Incremental Facility consisting of a tranche B term facility
(i.e., a term loan facility with a tenor of six years or longer which has nominal amortization of 1% per annum prior to final maturity) shall be no earlier than the Tranche A Final Maturity Date (or, if later, the then scheduled final maturity
date of any other Incremental Facility), and (b) the weighted average life of any such Incremental Facility (1) consisting of a “pro rata” tranche A term loan facility or revolving facility shall not be less than the remaining
average life of the Tranche A Term Facility and (2) consisting of a tranche B term facility shall not be less than the remaining average life of any other Facility, (iv) if the applicable margin for an Incremental Facility (which, for such
purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Facility) exceeds the applicable margin (calculated as set forth above) for the Tranche A Term
Facility and Revolving Facility immediately prior to the funding of such Incremental Facility, the Applicable Margin for the Tranche A Term Facility and the Revolving Facility shall be increased 

  
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to equal the applicable margin for such Incremental Facility and (v) any Incremental Facility shall be on terms and pursuant to documentation to be agreed upon by the Borrower and the
Administrative Agent, provided that, any Financial Covenant or Default in any Incremental Facility shall be consistent with that set forth in Section 7.1 and Section 8 of this Agreement, and provided further that, to the extent such terms
and documentation are not consistent in any material respect with those applicable to the Tranche A Term Facility or the Revolving Facility, as applicable (except to the extent permitted by clause (iii) or (iv) above), they shall be
reasonably satisfactory to the Administrative Agent. In connection with any Incremental Facility, the Borrower shall provide the Administrative Agent with such related Notes, certificates and opinions as the Administrative Agent may reasonably
request. Appropriate adjustments shall be made in the payments of interest to reflect the funding date of such Incremental Facility. Notwithstanding anything to the contrary in Section 10.1, this Agreement and the other Loan Documents may be
amended from time to time with the consent of only the Administrative Agent and the Borrower to the extent necessary to implement the provisions of this Section (including to reflect each Incremental Facility and the funding thereof). Each
Incremental Facility shall be entitled to share in the Collateral and guarantees on a pari passu basis with the other Facilities and shall be entitled to share in mandatory prepayments on a basis comparable with the Tranche A Term Facility, as
determined by the Borrower and the Administrative Agent. 
 2.28 Defaulting Revolving Lenders. 

Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Revolving Lender is a Defaulting Lender: 
 (a) commitment fees shall cease to accrue
on the Available Revolving Commitment (if any) of such Defaulting Lender pursuant to Section 2.10(a); 
 (b) if there are
any Swingline Loans outstanding or Letters of Credit outstanding at the time such Revolving Lender becomes a Defaulting Lender then: 
 (i) all or any part of such outstanding Swingline Loans or outstanding Letters of Credit shall be reallocated among the Revolving Lenders that are not Defaulting Lenders in accordance with their
respective Revolving Percentages but only to the extent the sum of all outstanding Revolving Extensions of Credit of the Revolving Lenders that are not Defaulting Lenders does not exceed the total of all Revolving Commitments of the Revolving
Lenders that are not Defaulting Lenders (for the avoidance of doubt, no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment); 

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall
within one Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Revolving Percentage of the outstanding Swingline Loans (after giving effect to any partial reallocation pursuant to clause
(i) above) and (y) second, (1) if a drawing is made under any Letter of Credit, the Borrower shall reimburse the Issuing Lender in accordance with Section 3.5 and (2) if a Letter of Credit is requested by the Borrower in
accordance with Section 3.2 during any 

  
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period where there is a Defaulting Lender that is a Revolving Lender, the Borrower shall enter into an arrangement reasonably satisfactory to the Issuing Lender to cover in whole or in part
(which such arrangement may include cash collateralization) the exposure of the Issuing Lender related to the participating interests of such Defaulting Lender in such newly issued Letter of Credit (after giving effect to any partial reallocation
pursuant to clause (i) above) for so long as such Lender is a Defaulting Lender or until such Lender is replaced pursuant to Section 2.24; 
 (iii) if and so long as the Borrower cash collateralizes any portion of such Defaulting Lender’s Revolving Percentage of outstanding Letters of Credit pursuant to clause (ii) above, then the
Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3 with respect thereto; 
 (iv) upon any reallocation described in clause (i) above, the fees payable to the Revolving Lenders pursuant to Sections 2.10(a) and 3.3 shall be adjusted accordingly to re-allocate such fees among
the Revolving Lenders which are not Defaulting Lenders; and 
 (v) if any such Defaulting Lender’s Revolving
Percentage of outstanding Letters of Credit is neither cash collateralized nor reallocated pursuant to clause (i) above, then, without prejudice to any rights or remedies of the Issuing Lender or any Lender hereunder, all letter of credit fees
payable under Section 3.3 with respect to such Defaulting Lender’s Revolving Percentage of outstanding Letters of Credit shall be payable to the relevant Issuing Lender until such cash collateralization and/or reallocation occurs;

 (c) the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Lender shall be required to issue,
amend or increase any Letter of Credit, unless it is reasonably satisfied that the related exposure will be covered in whole or in part by the Revolving Commitments of the Revolving Lenders that are not Defaulting Lenders and/or cash collateral or
other arrangements will be provided by the Borrower in accordance with clause (b)(ii) above, and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be (i) allocated among the
Revolving Lenders that are not Defaulting Lenders and/or (ii) covered by arrangements made by the Borrower pursuant to clause (b)(ii) above in a manner consistent with clauses (b)(i) and (ii) (and any such Defaulting Lenders shall not
participate therein); 
 (d) the Revolving Commitment and Revolving Extensions of Credit of such Defaulting Lender shall not be
included in determining whether all Lenders or the Required Lenders or the Majority Lenders under the Revolving Facility have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to
Section 10.1); provided, that this clause (d) shall not apply in the case of an amendment, waiver or other modification requiring the consent of all Lenders or each Lender affected thereby; and 

(e) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including
any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 10.7 but excluding Section 2.24) shall, in lieu of being distributed to such Defaulting Lender and without duplication, be retained by the
Administrative Agent in a segregated interest-bearing account reasonably satisfactory to the 

  
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Administrative Agent and the Borrower and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the
payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or Swingline Lender hereunder,
(iii) third, if so determined by the Administrative Agent or requested by an Issuing Lender or Swingline Lender, held in such account as cash collateral for existing or (unless such Defaulting Lender has no remaining unutilized Revolving
Commitment) future funding obligations of such Defaulting Lender in respect of any existing or (unless such Defaulting Lender has no remaining unutilized Revolving Commitment) future participation in any Swingline Loan or Letter of Credit,
(iv) fourth, to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (v) fifth, if so determined by
the Administrative Agent and the Borrower, unless such Defaulting Lender has no remaining unutilized Revolving Commitment, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any Revolving
Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to any Issuing Lender or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by such Issuing Lender or Swingline Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction, provided, that, with respect to this clause (viii), if such payment is (A) a prepayment of the principal amount of any Revolving Loans or Reimbursement Obligations as to which a Defaulting Lender has funded its
participation and (B) made at a time when the conditions set forth in Section 5.2 are satisfied, such payment shall be applied solely to prepay the Revolving Loans of, and Reimbursement Obligations owed to, all Revolving Lenders that are
not Defaulting Lenders under the Revolving Facility pro rata prior to being applied to the prepayment of any Revolving Loans of, or Reimbursement Obligations owed to, any Defaulting Lender. On the Revolving Termination Date, any remaining amounts
not previously applied (except for amounts in connection with clause (vii) above) shall be returned to the applicable Defaulting Lender. 

In the event that the Administrative Agent, the Borrower, each Issuing Lender and the Swingline Lender each reasonably determines that any such
Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (i) the outstanding Swingline Loans and outstanding Letters of Credit of the Revolving Lenders shall be readjusted to reflect the
inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in
order for such Lender to hold such Loans in accordance with its Revolving Percentage and (ii) any arrangements made by the Borrower pursuant to clause (b)(ii) above shall be terminated and any cash collateral or arrangement provided by the
Borrower in accordance thereto will be terminated or promptly returned to the Borrower, as applicable. 
 The provisions of this Agreement
relating to funding, payment and other matters with respect to the Revolving Facility may be adjusted by the Administrative Agent, with the consent of the 

  
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Borrower (such consent not to be unreasonably withheld), to the extent necessary to give effect to the provisions of this Section 2.28. The provisions of this Section 2.28 may not be
amended, supplemented or modified without, in addition to consents required by Section 10.1, the prior written consent of the Administrative Agent, the Swingline Lender, the Issuing Lenders, the Borrower and any Defaulting Lenders. 

SECTION 3. LETTERS OF CREDIT 
 3.1 L/C Commitments. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Revolving Lenders set forth in this Section 3, agrees to
issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the joint and several account of the Borrower and any Subsidiary) on any Business Day in such form as may be approved from time to time by the
Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the aggregate amount of the Available Revolving Commitments would be less than zero or
(ii) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Revolving Facility would exceed $200,000,000. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire
(or be subject to termination by notice from the Issuing Lender to the beneficiary thereof) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving
Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the applicable date referred to in clause (y) above).

 (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would
conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. 
 (c) On the Closing Date, the Existing Letters of Credit will automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder on the Closing Date for the
account of the Borrower for all purposes of this Agreement and the other Loan Documents. 
 3.2 Procedure for Issuance of
Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction
of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and
other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the
beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly
furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). 

  
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 3.3 Fees and Other Charges. (a) The Borrower will pay a fee on all outstanding
Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders. Such fees shall be payable quarterly in arrears on each
L/C Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee in an amount per annum separately agreed with the Issuing Lender on the undrawn and unexpired amount of each
Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. 
 (b) In addition to the
foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise
administering any Letter of Credit. 
 3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to grant
and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms
and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under each Letter of Credit
issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued for which the Issuing
Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to
such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (whether or not the conditions to borrowing set forth in Section 5.2 are satisfied). 

(b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any
unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an
amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to
the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to
Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount
with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section
shall be conclusive in the absence of manifest error. 

  
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 (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of
Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or
otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided,
however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the
Issuing Lender to it. 
 3.5 Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse the Issuing
Lender no later than the first Business Day following each date on which the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such
draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment; provided, that such reimbursement obligation of the Borrower shall be deemed to be satisfied when
the Revolving Lenders have funded Revolving Loans in the amount of such draft so paid to reimburse such Lender in accordance with the following procedures: (A) the applicable Issuing Lender shall also notify the Administrative Agent of the
amount to be so reimbursed, (B) the Borrower shall automatically be deemed to have requested a borrowing of Revolving Loans to be made as ABR Loans in the amount of such reimbursement obligation, and (C) the Administrative Agent shall have
notified each Revolving Lender of the same and the amount to be funded by such Revolving Lender, which amount with respect to such Revolving Lender shall equal its Revolving Percentage of such reimbursement obligation (which shall be funded by such
Revolving Lender whether or not the conditions to borrowing set forth in Section 5.2 are satisfied). Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States and in
immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in
full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.16(b) and (ii) thereafter, Section 2.16(c). 

3.6 Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any
and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or may have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with
the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may
be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Issuing Lender. The Borrower 

  
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agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or
willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to the Borrower. The
foregoing shall not be construed to excuse the Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential, special, indirect or punitive damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Lender’s failure to exercise the agreed standard of care (as set forth in Section 3.7 below) in determining whether drafts and
other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that the Issuing Lender shall have exercised the agreed standard of care in the absence of gross negligence or willful misconduct on
the part of the Issuing Lender as found by a final and nonappleable decision of a court of competent jurisdiction. 
 3.7
Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower
in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered
under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit. 

3.8 Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the
provisions of this Section 3, the provisions of this Section 3 shall apply. 
 SECTION 4. REPRESENTATIONS AND
WARRANTIES 
 To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or
participate in the Letters of Credit, the Borrower hereby represents and warrants to the Administrative Agent and each Lender that: 
 4.1 Financial Condition. The audited consolidated balance sheets of the Borrower as at December 31, 2010 and December 31, 2011, and the related consolidated statements of income and of
cash flows for the fiscal years ended on such dates, reported on by, and accompanied by an unqualified report from, PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated
results of its operations and its consolidated cash flows for the respective fiscal years then ended. The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities or liabilities for taxes, or any long-term
leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred
to in this paragraph. During the period from December 31, 2011 to and including the Closing Date there has been no Disposition by the Borrower of any material part of its business or property. 

  
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 4.2 No Change. Since December 31, 2011 there has been no development or event
that has had or would reasonably be expected to have a Material Adverse Effect. 
 4.3 Existence; Compliance with Law.
Each of the Borrower and its Subsidiaries (a) is (except in the case of any Immaterial Subsidiary) duly organized, validly existing and in good standing (to the extent such concept is relevant in the applicable jurisdiction) under the laws of
the jurisdiction of its organization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such
qualification and (d) is in compliance with all Requirements of Law except, in the case of clauses (c) and (d), to the extent that the failure to be qualified or comply would not, in the aggregate, reasonably be expected to have a Material
Adverse Effect. 
 4.4 Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other
organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other
organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or
authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Transaction and the borrowings hereunder or with the execution, delivery, performance,
validity or enforceability of this Agreement or any of the other Loan Documents, except consents, authorizations, filings and notices described in Schedules 4.4, 4.19(a) and 4.19(b), which consents, authorizations, filings and notices have been
obtained or made and are in full force and effect or will have been obtained or made and be in full force and effect on the Closing Date. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto.
This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law). 
 4.5 No Legal Bar. The execution, delivery and performance of this Agreement and the
other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of the Borrower or any of its Subsidiaries and will
not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No
Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries would reasonably be expected to have a Material Adverse Effect. 

  
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 4.6 Litigation. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Loan
Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect. 
 4.7 No Default. Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that would reasonably be expected to have a
Material Adverse Effect. No Default has occurred and is continuing. 
 4.8 Ownership of Property; Liens. Each of the
Borrower and its Subsidiaries (other than Foreign Subsidiaries, as to which no representation is made) has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its
other property material to its business, and none of such property is subject to any Lien except as permitted by Section 7.3. 
 4.9 Intellectual Property. The Borrower and each of its Subsidiaries owns, or is licensed to use, all material Intellectual Property necessary for the conduct of its business as currently
conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does the Borrower know of any valid basis
for any such claim. The use of Intellectual Property by the Borrower and its Subsidiaries does not infringe on the rights of any Person in any material respect. 
 4.10 Taxes. Each of the Borrower and each of its Subsidiaries has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes
shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or
validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be); no tax Lien
has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge. 
 4.11 Federal Regulations. No part of the proceeds of any Loans will be used for “buying” or “carrying” any “margin stock” within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to
the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U. 

4.12 Labor Matters. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect:
(a) there are no strikes or other labor disputes against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees of the Borrower and its
Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law 

  
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dealing with such matters; and (c) all payments due from the Borrower or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability
on the books of the Borrower or the relevant Subsidiary. 
 4.13 ERISA. During the five-year period prior to the date on
which this representation is made, (a) neither a Reportable Event which could give rise to a material liability nor an “accumulated funding deficiency” or “failure to meet the minimum funding standards” (within the meaning
of Section 412 of the Code or Section 302 of ERISA) has occurred with respect to any Single Employer Plan, and (b) each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code.
No termination of a Single Employer Plan under Section 4041(c) of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan
(based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such
accrued benefits by an amount which would reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or
would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. 

4.14 Investment Company Act; Other Regulations. No Loan Party is an “investment company,” or a company
“controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits
its ability to incur Indebtedness. 
 4.15 Subsidiaries. Except as disclosed to the Administrative Agent by the Borrower
in writing from time to time after the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of formation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party
and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any
Capital Stock of the Borrower or any Subsidiary, except as created by the Loan Documents. 
 4.16 Use of Proceeds. The
proceeds of the Tranche A Term Loans made on the Closing Date will be used to refinance existing Indebtedness of the Borrower and its Subsidiaries, to pay fees and expenses relating to the Transaction and for general corporate purposes. The proceeds
of the Revolving Loans and the Swingline Loans, and the Letters of Credit, shall be used for general corporate purposes. 
 4.17
Environmental Matters. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: 

(a) the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the
“Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to
liability under, any Environmental Law; 

  
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 (b) neither the Borrower nor any of its Subsidiaries has received or is aware of any written
notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Borrower or any of
its Subsidiaries (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; 
 (c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any
Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable
Environmental Law; 
 (d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the
Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; 
 (e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in
connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; 

(f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all
applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and 

(g) neither the Borrower nor any of its Subsidiaries has assumed any liability of any other Person under Environmental Laws. 

4.18 Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document, the
Confidential Information Memorandum or any other document, certificate or written statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions
contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this
Agreement), any untrue statement of 

  
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a material fact or omitted to state a material fact necessary to make the statements contained herein or therein, when taken as a whole, not materially misleading. The projections and pro forma
financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Administrative Agent and the
Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by
a material amount. There is no fact known to any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or
in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. 

4.19 Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative
Agent, for the benefit of the Lenders, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights
generally) security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when the Administrative Agent obtains control of stock certificates
representing such Pledged Stock, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are or have been filed in the
offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof to
the extent a security interest can be perfected by filings or other action required thereunder as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person
(except, in the case of Collateral other than Pledged Stock with respect to which the Administrative Agent has control, Liens permitted by Section 7.3). 
 (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and
proceeds thereof, and when the Mortgages are or have been filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan
Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. As of the Closing Date, Schedule 1.1B lists each of
the real properties in the United States owned in fee simple by the Borrower or any of its Subsidiaries (i) having a value, in the reasonable opinion of the Borrower, in excess of $10,000,000 or (ii) in which the mortgage, deed of trust or
security interest has previously been granted to the Administrative Agent. 
 4.20 Solvency. Each Loan Party is, and
after giving effect to the Transactions and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent. 

  
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 SECTION 5. CONDITIONS PRECEDENT 

5.1 Conditions to Amendment and Restatement of Existing Credit Agreement, Redesignation of Certain Loans and Commitments and
Continuation of Existing Letters of Credit on Closing Date. The agreement of each Lender to amend and restate the Existing Credit Agreement in the form of this Agreement and make extensions of credit hereunder is subject to the prior or
concurrent satisfaction (but in any event no later than March 31, 2012) of the following conditions precedent: 
 (a)
Agreement. The Administrative Agent shall have received this Agreement, executed and delivered by the Borrower and the Lenders. 
 (b) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses of the Administrative Agent and the Arrangers for which invoices have been
presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date. 
 (c) Closing
Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

 (d) Legal Opinion. The Administrative Agent shall have received the executed legal opinion of Mayer Brown LLP, counsel
to the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as
the Administrative Agent may reasonably require. 
 (e) Pledged Stock; Stock Powers. The Administrative Agent shall have
received the certificates representing the shares of certificated Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer
of the pledgor thereof and Uniform Commercial Code Financing Statements covering such Capital Stock (to the extent not previously delivered or filed, as applicable). 
 (f) Filings, Registration and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the
Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person
(other than with respect to Liens expressly permitted by Section 7.3), shall have been filed, registered or recorded or, if not, shall be in proper form for filing, registration or recordation; provided that if, notwithstanding the use
by the Loan Parties of commercially reasonable efforts to satisfy the requirement set forth in this Section 5.1(f), such requirement is not satisfied as of the Closing Date, the satisfaction of such requirement (other than with respect to the
filing of any Uniform Commercial Code financing statement) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 30 days of the
Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)). The Guarantee and Collateral Agreement shall have been amended and restated substantially in the form of Exhibit A. 

  
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 (g) Reallocation and Assignments. 

 

	 	(i)	The Borrower shall have paid to the Administrative Agent interest, letter of credit commissions and commitment fees which are unpaid and accrued to the Closing Date
under the Existing Credit Agreement; and 

  

	 	(ii)	The Lenders shall have made such payments and assignments among themselves and to the lenders under the Existing Credit Agreement, as directed by the Administrative
Agent, so that the Commitments, Loans and Letters of Credit outstanding on the Closing Date are held by the Lenders in accordance with this Agreement. Commitments, Loans and Letters of Credit (each as defined in the Existing Credit Agreement) made
or issued under the Existing Credit Agreement and outstanding on the Closing Date shall be continued outstanding hereunder as Commitments, Loans and Letters of Credit hereunder as provided in Section 2.26 and 3.1(c). All amounts owed under the
Tranche B Term Facility and the Tranche B-1 Facility (as such terms are defined in the Existing Credit Agreement) shall have been paid in full, all Tranche B-1 Credit Linked Deposit Amounts (as defined in the Existing Credit Agreement) shall have
been returned to the applicable Lenders or Exiting Lenders and the Tranche B-1 Facility shall be refinanced in full. 

 (h) Projections. The Lenders shall have received projections of the Borrower (consisting of a balance sheet, statement of cash flows and income statement) for fiscal years 2012, 2013 and 2014 that
are reasonably satisfactory to the Administrative Agent. 
 5.2 Conditions to Each Extension of Credit. The agreement of
each Lender to make any extension of credit requested to be made by it on any date (including its initial extension of credit) is subject to the satisfaction of the following conditions precedent: 

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and
correct in all material respects as of such earlier date). 
 (b) No Default. No Default shall have occurred and be
continuing on such date or after giving effect to the extensions of credit requested to be made on such date. 
 Each borrowing by and issuance
of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.


  
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 SECTION 6. AFFIRMATIVE COVENANTS 

The Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or
other amount is owing to any Lender or the Administrative Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries to: 
 6.1 Financial Statements. Furnish to the Administrative Agent and each Lender: 
 (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows (or such other similar or additional statement then required by the SEC for annual reports filed pursuant to the Exchange Act) for
such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, or other
material qualification or exception, by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing; and 
 (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheet
of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows (or such other or similar or additional statement then required by the SEC for quarterly
reports filed pursuant to the Exchange Act) for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as
being fairly stated in all material respects (subject to normal year-end audit adjustments). 
 All such financial statements shall be complete
and correct in all material respects and shall be prepared in reasonable detail and in accordance in all material respects with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such
accountants or officer, as the case may be, and disclosed therein). 
 Financial statements required to be delivered pursuant to this
Section 6.1 shall be deemed to have been delivered on the date on which the Borrower provides notice to the Administrative Agent (which notice the Administrative Agent shall promptly provide to the Lenders) that such financial statements are
included in its annual report on Form 10-K or Form 10-Q, as the case may be, as filed with the SEC, and such report has been posted on the SEC website on the Internet at sec.gov/edaux/searches.htm (or any successor website), on the Borrower’s
IntraLinks site at intralinks.com or at another relevant website identified in such notice and accessible by the Lenders without charge. 
 6.2 Certificates; Other Information. Furnish to the Administrative Agent and each Lender (or, in the case of clause (f), to the relevant Lender): 

(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent
certified public accountants reporting on such 

  
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financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default arising as a result of non-compliance with Section 7.1,
except as specified in such certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations); 
 (b) within 10 Business Days after the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible
Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be
observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, a Compliance
Certificate containing all information and calculations necessary for determining compliance by the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of
the Borrower, as the case may be; 
 (c) no later than three (3) Business Days prior to the effectiveness thereof, copies
of substantially final drafts of any amendment, supplement, waiver or other modification with respect to any Unsecured Note Agreement; provided this clause (c) shall not apply with respect to any such amendment, supplement, waiver or
modification if the terms of such amendment, supplement, waiver or modification are posted on the SEC website or on the Borrower’s IntraLinks site at least three Business Days prior to the effectiveness thereof; 

(d) promptly upon the mailing thereof, copies of all financial statements and reports (except to the extent previously delivered pursuant
to Section 6.1) that the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports that the Borrower may make to,
or file with, the SEC; 
 (e) as soon as available, but in any event not later than 45 days after the end of each fiscal year of
the Borrower (but only if the Borrower’s Consolidated Leverage Ratio is greater than 3.00 to 1.0 as of the end of the Borrower’s third fiscal quarter in such ending fiscal year), a copy of the projections by the Borrower of its operating
budget and cash flow budget for each quarter of the fiscal year in which such delivery is required to be made, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared based
upon good faith estimates and assumptions and on the basis of sound financial planning practice; and 
 (f) promptly, such
additional financial and other information as any Lender may from time to time reasonably request. 
 6.3 Payment of
Taxes. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all tax obligations that are material to the Borrower and its Subsidiaries taken as a whole of whatever nature, except where
the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.


  
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 6.4 Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep
in full force and effect its corporate or other organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of the Business, except, in each case,
as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 

6.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business. 
 6.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and accounts in which full, true and correct entries in conformity in all material respects with
GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of any Lender, upon reasonable prior written notice, to make reasonable visits to and
inspections of any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other
condition of the Borrower and its Subsidiaries with officers of the Borrower and its Subsidiaries; provided that with respect to clause (b), prior to the occurrence and continuation of an Event of Default, such visit and inspection shall be
made by representatives of the Administrative Agent on behalf of any Lender and no more than one such visit shall be made per year. 
 6.7 Notices. Promptly give notice to the Administrative Agent and each Lender of: 
 (a) the occurrence of any Default upon obtaining knowledge thereof; 
 (b) any
(i) default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries or (ii) litigation, investigation or proceeding that may exist at any time between the Borrower or any of its Subsidiaries and any
Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, would reasonably be expected to have a Material Adverse Effect; 
 (c) any litigation or proceeding affecting the Borrower or any of its Subsidiaries in which the amount involved is $25,000,000 or more and not covered by insurance or in which injunctive or similar relief
is sought; 
 (d) the following events, as soon as possible and in any event within 30 days after the Borrower knows or has
reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan that could 

  
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reasonably be expected to result in a material liability to the Borrower, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the
termination, Reorganization or Insolvency of, any Plan; and 
 (e) any development or event that has had or would reasonably be
expected to have a Material Adverse Effect. 
 Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower or the relevant Subsidiary proposes to take with respect thereto. 

6.8 Environmental Laws. (a) Comply with, and ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws, except, in each case with respect to this Section 6.8, to the extent the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. 
 (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and
other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws. 

6.9 Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Borrower or any of
its Subsidiaries (other than an Excluded Subsidiary) (other than (x) any property described in paragraph (b), (c) or (d) below and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the
Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the
Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent,
for the benefit of the Lenders, a perfected security interest in such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee
and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. 
 (b) With respect to any fee
interest in any real property having a value (together with improvements thereof) of at least $10,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any such real property subject to a Lien
expressly permitted by Section 7.3(g) and (y) real property acquired by any Excluded Subsidiary), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders,
covering such real property, (ii) if requested by the Administrative 

  
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Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other
amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the
Administrative Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 

(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or
any of its Subsidiaries (other than an Excluded Subsidiary) (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (i) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the
Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s
security interest therein, (iii) cause such new Subsidiary (other than Excluded Subsidiaries) (A) to become a party to the Guarantee and Collateral Agreement and (B) to deliver to the Administrative Agent a certificate of such
Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 
 (d)
With respect to any new first-tier Foreign Subsidiary (other than any Immaterial Foreign Subsidiary (as defined in the Guarantee and Collateral Agreement)) of a Loan Party created or acquired after the Closing Date by the Borrower or any of its
Subsidiaries (other than an Excluded Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such
new Subsidiary be required to be so pledged, provided, further, that the Borrower shall not be obligated to pledge the Capital Stock of a Foreign Subsidiary to the extent such pledge would violate the laws of the jurisdiction of such
Foreign Subsidiary’s organization), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the
Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.


  
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 (e) Deliver to the Administrative Agent executed Mortgage amendments and updated title
insurance policies, all in form reasonably satisfactory to the Administrative Agent, with respect to Mortgages existing on the Closing Date on or prior to the day which is 30 days after the Closing Date (which period may be extended by the
Administrative Agent from time to time in its sole discretion). 
 (f) Satisfy, to the extent not satisfied as of the Closing
Date, the requirements set forth in Section 5.1(f) within 30 days of the Closing Date (or such later date as the Administrative Agent may require). 
 SECTION 7. NEGATIVE COVENANTS 
 The Borrower hereby agrees that, so long as
the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly: 
 7.1 Financial Condition Covenants. 

(a) Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as at the last day of any period of four
consecutive fiscal quarters of the Borrower to exceed 3.50 to1.00. 
 (b) Consolidated Interest Coverage Ratio. Permit
the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending (i) on or prior to December 31, 2013 to be less than 2.55 to 1.00 and (y) thereafter to be less than 2.75 to 1.0.

 7.2 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness,
except: 
 (a) Indebtedness of any Loan Party pursuant to any Loan Document; 

(b) Indebtedness of the Borrower to any of its Subsidiaries and of any Subsidiary to the Borrower or any other Subsidiary of the Borrower
(including indirect intercompany indebtedness between Subsidiaries of the Borrower organized under the laws of the People’s Republic of China funded through local banks in reliance on cash collateral posted with such local banks by other such
Chinese Subsidiaries); 
 (c) Guarantee Obligations incurred in the ordinary course of business by the Borrower or any of its
Subsidiaries of obligations of any Subsidiary in an aggregate amount not to exceed $100,000,000 at any time, unless otherwise permitted hereunder; 
 (d) Indebtedness existing on the Closing Date (or which may be incurred pursuant to commitments existing on the Closing Date) listed on Schedule 7.2(d) and any refinancings, refundings, renewals or
extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof);1 
  

	1 	Schedule 7.2(d) will not list the Existing Unsecured Notes 


  
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 (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens
permitted by Section 7.3(g) or (i) in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding; 
 (f) (i) unsecured indebtedness of the Borrower in respect of its 8-1/8% Senior Notes due November 15, 2015 (the “2015 Notes”), its 7-3/4% Senior Notes due August 15, 2018 (the
“2018 Notes”) and its 6-7/8% Senior Notes due December 15, 2020 (the “2020 Notes,” and collectively with the 2015 Notes and the 2018 Notes, the “Existing Unsecured Notes”) and any Permitted
Refinancing Indebtedness in respect thereof and (ii) unsecured Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness; 
 (g) Hedge Agreements (including Guarantee Obligations of the Loan Parties in respect of Hedge Agreements entered into by Tenneco Management (Europe) Limited or any Subsidiary that succeeds Tenneco
Management (Europe) Limited in the performance of international treasury management functions) in respect of (i) Indebtedness that bears interest on a fixed or floating rate basis, so long as such agreements are not entered into for speculative
purposes and (ii) currencies as long as such agreements are entered into to hedge actual exposure and not entered into for speculative purposes; 
 (h) additional Indebtedness of Foreign Subsidiaries of the Borrower under lines of credit; provided, that, at the time any such Indebtedness is incurred, after giving effect to such incurrence, the
aggregate principal amount of all such Indebtedness permitted under this clause (h) shall not exceed the local currency equivalent of (i) $100,000,000 if the Consolidated Net Leverage Ratio (calculated after giving effect to the incurrence
of such Indebtedness) is equal to or greater than 3.0 to 1.0 as of the last day of the most recently ended fiscal quarter, or (ii) $150,000,000 at any time if the Consolidated Net Leverage Ratio (calculated after giving effect to the incurrence
of such Indebtedness) is less than 3.0 to 1.0 as of the last day of the most recently ended fiscal quarter; 
 (i) Indebtedness
of the Borrower or any of its Subsidiaries in respect of Stub Debt; 
 (j) additional Indebtedness of the Borrower or any of its
Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed, at any time outstanding, $100,000,000; 
 (k) Capital Lease Obligations arising from Permitted Sale/Leasebacks; 
 (l) (i)
unsecured senior or subordinated Indebtedness of the Borrower as long as (a) after giving effect thereto and the use of proceeds thereof, the Borrower would be in compliance with Section 7.1 as of the last day of the most recently ended
fiscal quarter and (b) such Indebtedness has no required (scheduled and mandatory) principal payments prior to the date 

  
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which is 91 days after the Tranche A Final Maturity Date (or, if later, 91 days after the then scheduled final maturity date of any Incremental Facility) (other than pursuant to change of control
and asset sale covenants substantially similar to those in the Unsecured Note Agreements for the Existing Unsecured Notes), except as set forth in Section 2.12(b) and (ii) unsecured Guarantee Obligations of any Subsidiary Guarantor in
respect of such Indebtedness; 
 (m) Indebtedness in respect of Cash Management Obligations, including Cash Pooling Agreements,
or guarantees thereof, including the guarantee set forth in Section 2.1(f) of the Guarantee and Collateral Agreement; 

(n) additional unsecured Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the local currency
equivalent of €225,000,000 at any time to the extent the proceeds are used directly or indirectly to prepay, repurchase or redeem senior Indebtedness of the Loan Parties and to pay any fees and premiums arising in connection with such
refinancing; 
 (o) unsecured Guarantee Obligations of the Borrower and the other Loan Parties of obligations of any Subsidiary
(other than secured obligations of the type described in clause (h) above); 
 (p) Indebtedness of TAOC in connection with
the Hart County Facility IDB Transaction; 
 (q) Indebtedness under a Permitted Receivables Financing to the extent such
Indebtedness arises as a result of the recharacterization for accounting purposes of such Permitted Receivables Financing as a secured debt transaction rather than a true sale transaction; and 

(r) surety bonds issued for the account of the Borrower and its Subsidiaries in the ordinary course of business. 

7.3 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired,
except for: 
 (a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings,
provided that adequate reserves with respect thereto are maintained on the books of any Loan Party or any Excluded Subsidiary, as the case may be, in conformity with GAAP; 

(b) statutory liens of landlords and carriers, warehousemen, mechanics, materialmen, repairmen or other like Liens arising in the
ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; 
 (c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; 

  
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 (d) deposits to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 
 (e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case
materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; 
 (f) Liens in existence on the Closing Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property
after the Closing Date and that the amount of Indebtedness secured thereby is not increased; 
 (g) Liens securing Indebtedness
incurred pursuant to Section 7.2(e) on property at the time it is acquired by any the Borrower or any of its Subsidiaries, provided that such Liens do not spread to cover other properties; 

(h) Liens arising solely by virtue of any statutory or common law provisions related to banker’s liens, rights of set-off or similar
rights and remedies as to deposit accounts and securities accounts; 
 (i) Liens securing Indebtedness of the Borrower or any
Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and
(ii) the amount of Indebtedness secured thereby is not increased; 
 (j) Liens created pursuant to the Security Documents;

 (k) Liens consisting of judgment or judicial attachment Liens and Liens securing contingent obligations on appeal and other
bonds in connection with court proceedings or judgments up to the aggregate at any time outstanding of $50,000,000; 
 (l) any
interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; 

(m) Permitted Receivables Financings (including Liens on the assets subject to a Permitted Receivables Financing if such Permitted
Receivables Financing is recharacterized for accounting purposes as a secured financing transaction rather than a true sale transaction); 
 (n) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value
(determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $75,000,000 at any one time; 

  
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 (o) Liens on property of Foreign Subsidiaries securing Indebtedness permitted by
Section 7.2(h); 
 (p) Liens on cash, cash equivalents, deposit accounts and similar items of Foreign Subsidiaries securing
Cash Management Obligations, including obligations in respect of any Cash Pooling Agreement, and guarantees by the Borrower or any of its Subsidiaries of such Cash Management Obligations or other obligations (it being understood that the Borrower
and the Domestic Subsidiaries may not provide a security interest in the Collateral or their other assets for Cash Management Obligations or obligations under any Cash Pooling Agreement to benefit Foreign Subsidiaries except to the extent the
secured party is a Lender (or any Affiliate of a Lender)); 
 (q) Liens on up to $25,000,000 of cash collateral securing
obligations to issuing banks in respect of banker’s acceptances issued through joint ventures of the Borrower and its Subsidiaries in the People’s Republic of China; and 

(r) Liens on the Hart County Facility and related assets in connection with the Hart County Facility IDB Transaction. 

7.4 Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer
any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that: 
 (a) (i) any
Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the
Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity) and (ii) any Foreign Subsidiary may be merged with or into any other Subsidiary (provided that, if such other Subsidiary is a Domestic Subsidiary, such
Domestic Subsidiary shall be the continuing or surviving entity); 
 (b) (i) any Subsidiary of the Borrower may Dispose of any
or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) any Foreign Subsidiary may Dispose of any or all of its assets upon voluntary liquidation or otherwise to any other
Subsidiary; and 
 (c) any Subsidiary (i) in which the Borrower and its Subsidiaries own Capital Stock representing less
than 80% of the ordinary voting power of such Subsidiary or (ii) that is a Foreign Subsidiary or an Immaterial Domestic Subsidiary may be liquidated as long as the proceeds of such liquidation (after satisfying all Contractual Obligations of
such Subsidiary) are distributed to the holders of the Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary). 

7.5 Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: 
 (a) the Disposition of
unnecessary, obsolete or worn out property in the ordinary course of business; 

  
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 (b) the sale of inventory in the ordinary course of business; 

(c) Dispositions permitted by Section 7.4(b); 
 (d) (i) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor or (ii) the sale or transfer of any Immaterial Subsidiary’s Capital
Stock or assets to the Borrower or any other Loan Party or any Wholly Owned Subsidiary; 
 (e) any Permitted Receivables
Financing; 
 (f) Dispositions listed and described on Schedule 7.5 attached hereto; 

(g) any Disposition of assets (i) from one Foreign Subsidiary to a Foreign Subsidiary, (ii) from one Loan Party to another Loan
Party or (iii) from a Subsidiary to a Loan Party; 
 (h) the Disposition of other property not described in clauses (a) -
(g) above or (i)-(o) below for fair market value as long as (i) at least 75% of the consideration consists of cash and cash equivalents (provided that such minimum cash/cash equivalent requirement shall not apply to any Disposition or
series of related Dispositions of property having a fair market value of $15,000,000 or less as long as the aggregate fair market value of property Disposed of which is not subject to such minimum cash/cash equivalent requirement does not exceed
$50,000,000 after the Closing Date) and (ii) the aggregate fair market value of such property so disposed of does not exceed the sum of (A) 30% of the Consolidated Total Assets of the Borrower as determined on the Closing Date plus
(B) the proceeds of all Reinvestment Deferred Amounts with respect to Dispositions reinvested in the business of the Borrower and its Subsidiaries after the Closing Date; provided, that neither the Borrower nor any Subsidiary Guarantor
shall make Dispositions, the proceeds of which are reinvested in Subsidiaries that are not Subsidiary Guarantors, with respect to property having an aggregate fair market value in excess of 30% of the Consolidated Total Assets of the Borrower as
determined on the Closing Date; 
 (i) (i) the Borrower or any of its Subsidiaries may transfer or contribute ownership of the
Capital Stock of any Foreign Subsidiary formed or organized under the laws of (a) any European country or (b) any state, province, district or other subdivision of any such country, in each case to Tenneco Automotive Iberica, S.A.; and
(ii) the Borrower or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any other Foreign Subsidiary (i.e., Foreign Subsidiaries not described in the preceding clause (i)) to the Borrower or a Subsidiary of the
Borrower; 
 (j) the Borrower or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any
Foreign Subsidiary or Joint Venture formed or organized under the laws of (i) the People’s Republic of China or (ii) any state, province, district or other subdivision thereof in each case to a Wholly Owned Subsidiary of the Borrower
that is formed or organized under the laws of (A) either the People’s Republic of China or the United States or (B) any state, province, district or other subdivision of either such country; 

(k) the Borrower and its Subsidiaries may sell property pursuant to Permitted Sale/Leasebacks; 

  
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 (l) the Disposition of property as an Investment made pursuant to Section 7.8(g) in any
Joint Venture or in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly Owned Subsidiary; 

(m) the Disposition of the Capital Stock or assets of any Immaterial Subsidiary (other than any Disposition permitted pursuant to clause
(g) above); 
 (n) the sale by the Borrower and its Subsidiaries (i) of post-dated checks in accordance with past
practice of the Borrower and its Subsidiaries in the People’s Republic of China and (ii) bills of exchange in accordance with past practice of the Borrower and its Subsidiaries in Europe; 

(o) [reserved]; 

(p) at the request of the Administrative Agent, the shares of any Foreign Subsidiary formed or organized under the laws of the Czech
Republic may be transferred to any Wholly Owned Subsidiary to the extent necessary to pledge up to 65% of the voting capital stock of such Subsidiary under the laws of the Czech Republic pursuant to the Security Documents; 

(q) the Disposition of the Hart County Facility from TAOC to the Hart County Industrial Building Authority, in connection with the Hart
County Facility IDB Transaction; and 
 (r) the Borrower or any of its Subsidiaries may transfer or contribute ownership of the
Capital Stock of any Foreign Subsidiary formed or organized under the laws of (a) any European country or (b) any state, province, district or other subdivision of any such country, in each case to a to be formed European holding company.

 Simultaneously with any transfer described in Section 7.5(i), (j) or (r) of this Agreement, the Lenders authorize the
Administrative Agent to release the Lien on and security interest created by the Loan Documents in the Capital Stock of the Subsidiaries so transferred or contributed and authorize the Administrative Agent to take any action reasonably requested by
the Borrower to effect such release. 
 Any Disposition made pursuant to clause (g)(i) or (i)(ii) above of Capital Stock or assets of a Foreign
Subsidiary the Capital Stock of which constitutes Collateral under this Agreement shall be made for fair market value paid in cash. All such cash in excess of an amount equal to $150,000,000 shall be retained and/or reinvested in Loan Parties or in
Foreign Subsidiaries the Capital Stock of which constitutes Collateral under the Agreement. 
 7.6 Restricted Payments.
Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any Capital Stock of the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property
or in obligations of the Borrower or any Subsidiary (collectively, “Restricted Payments”), except that: 
 (a)
any Subsidiary may make Restricted Payments to the Borrower, any Subsidiary or to any other Person (ratably based on such other Person’s equity ownership in such Subsidiary) which owns Capital Stock of such Subsidiary; 

  
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 (b) so long as no Default shall have occurred and be continuing, the Borrower may purchase
the Borrower’s common stock or common stock options from present or former officers or employees of the Borrower or its Subsidiaries upon the death, disability or termination of employment of such officer or employee, provided that the
aggregate amount of Restricted Payments under this paragraph (b) shall not exceed $1,000,000; 
 (c) the Borrower may make
Restricted Payments in an aggregate amount not to exceed $50,000,000 in any fiscal year; and provided if, after giving effect to a Restricted Payment, the pro forma Consolidated Leverage Ratio would be less than 2.5 to 1.0 (as calculated on
the last day of the most recent fiscal quarter for which financial statements are available), then the Borrower may make Restricted Payments after the Closing Date in an aggregate amount not to exceed the sum of $150,000,000 plus 50% of Consolidated
Net Income accruing from the Closing Date (it being understood that any Restricted Payment permitted at the time it was made shall be deemed to be permitted notwithstanding that the conditions specified in paragraph (c) for such Restricted
Payment may no longer be satisfied thereafter); and provided further that the amount of Restricted Payments permitted under this paragraph (c) for any period shall be reduced by the amount of any Restricted Payments made pursuant
to paragraph (b) above in such period. No Restricted Payment may be made pursuant to this paragraph (c) during a Default or Event of Default other than Restricted Payments required pursuant to contractual obligations to purchase Capital
Stock or options of the Borrower or any Subsidiary from officers or employees or former officers or employees of the Borrower and its Subsidiaries; and 
 (d) the Borrower may withhold shares of Capital Stock of the Borrower from, and pay personal payroll taxes of employees in respect of vested restricted shares of, options to purchase and other equity
incentive awards in respect of, the Capital Stock of the Borrower. 
 7.7 [Intentionally Omitted] 

7.8 Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or
purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except: 

(a) extensions of trade credit in the ordinary course of business; 

(b) investments in Cash Equivalents; 
 (c) (i) Guarantee Obligations permitted by Section 7.2 and (ii) Guarantee Obligations arising in the ordinary course of business with respect to other obligations that do not constitute
Indebtedness; 
 (d) loans and advances to employees of the Borrower or any Subsidiary of the Borrower in the ordinary course of
business (including for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower or any Subsidiary of the Borrower not to exceed $10,000,000 at any one time outstanding; 

  
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 (e) Investments made by the Borrower or any of its Subsidiaries in the Borrower or any of
its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; 
 (f) intercompany Investments by the Borrower or any
of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary; 
 (g) Investments in Joint
Ventures and in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly Owned Subsidiary in an aggregate amount not to exceed $125,000,000 in each fiscal year;
provided, that (i) any such amount not so invested in the fiscal year for which it is permitted may be carried over for investment in the next succeeding fiscal year only (provided that unused amounts for periods prior to January 1,
2012 may not be carried over), (ii) in each fiscal year, amounts carried over from previous years shall be deemed to be used first for purposes of calculating future carry-over amounts and (iii) the maximum amount permitted to be carried
over in each fiscal year shall be limited to $125,000,000; 
 (h) Investments in existence on the Closing Date listed on
Schedule 7.8(h), provided that no such Investment is increased except as permitted by the other provisions of this Section 7.8; 
 (i) each Finance Subsidiary may execute and deliver one or more subordinated promissory notes (having terms customary for similar notes issued in transactions similar to a Permitted Receivables Financing)
to the Borrower and its Subsidiaries representing the deferred purchase price of receivables sold to such Finance Subsidiary in a Permitted Receivables Financing, and the Borrower and its Subsidiaries may contribute receivables and other assets of
the type referred to in the definition of “Permitted Receivables Financing” to the capital of any Finance Subsidiary in connection with a Permitted Receivables Financing; 

(j) acquisitions as long as, after giving effect thereto, the Borrower would be in pro forma compliance with the covenants in
Section 7.1 for the most recently ended fiscal quarter for which financial statements are available; 
 (k) [reserved];

 (l) deposit accounts and securities accounts maintained in the ordinary course of business; 

(m) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries in
an aggregate amount (valued at cost) not to exceed $100,000,000 during the term of this Agreement; and 
 (n) TAOC may
consummate the Hart County Facility IDB Transaction. 
 7.9 [Reserved]. 

  
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 7.10 Transactions with Affiliates. Enter into or suffer to exist any transaction,
including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any non-consolidated Affiliate unless such transaction is upon fair and reasonable terms
no less favorable to the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not a non-consolidated Affiliate. 

7.11 Sales and Leasebacks. Enter into or suffer to exist any arrangement with any Person providing for the leasing by the Borrower
or any Subsidiary of real or personal property that has been or is to be sold or transferred in a related transaction by the Borrower or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of the Borrower or such Subsidiary except for such transactions entered into after the date hereof as long as (i) the aggregate fair market value of the property sold in connection
therewith does not exceed $200,000,000, the consideration for each such sale shall be cash, and such transactions are consummated on an arm’s length basis and the Net Cash Proceeds thereof are applied to prepay the Term Loans to the extent
required by Section 2.13(b) or (ii) the transaction involves a lease with a term of one year or less following the related sale (collectively, the “Permitted Sale/Leasebacks”) (the Borrower agreeing that all Permitted
Sale/Leasebacks shall be Asset Sales and the Lenders hereby authorizing the Administrative Agent to release any Lien on or security interests in any such property created by the Loan Documents upon consummation of such Permitted Sale/Leasebacks).
Notwithstanding anything to the contrary contained herein, any Permitted Sale/Leasebacks shall be deemed to be expressly permitted pursuant to each other provision of this Section 7 (other than Sections 7.1 and 7.10) that would otherwise be
construed to prohibit or restrict such Permitted Sale/Leasebacks. In the event that the Borrower or a Subsidiary enters into an operating lease in connection with a Permitted Sale/Leaseback, then the Borrower shall deliver to the Administrative
Agent at the time it or a Subsidiary enters into such lease, a schedule setting forth the principal and interest components of payments to be made under such lease as reasonably determined by the Borrower. 

7.12 Changes in Fiscal Periods. Permit the fiscal year of the Borrower to end on a day other than December 31 or change the
Borrower’s method of determining fiscal quarters. 
 7.13 Negative Pledge Clauses. Enter into or suffer to exist or
become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to
secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted
hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions of any contract and (d) customary restrictions on the creation of Liens on any
property or assets arising under a security agreement governing a Lien permitted under this Agreement. 
 7.14 Lines of
Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto. 

  
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 7.15 Optional Payments and Modifications of Unsecured Notes. (a) Make or offer
to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Unsecured Notes, or (b) amend, modify, waive or otherwise change, or
consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Unsecured Notes or any Unsecured Note Agreement (other than any such amendment, modification, waiver or other change that (i) (A) would
extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee or (ii) is not adverse to the
Lenders). Notwithstanding the foregoing, as long as no Default has occurred and is continuing, the Borrower may (1) purchase and cancel or redeem its 2015 Notes with the proceeds of the Tranche A Term Loans and (2) purchase and cancel or
redeem its Unsecured Notes (i) with the Net Cash Proceeds of Permitted Refinancing Indebtedness or with the Net Cash Proceeds of shares of common stock of the Borrower, in each case issued within 180 days prior to such purchase and cancellation
or redemption, (ii) with the Net Cash Proceeds of the Incremental Facilities or Indebtedness incurred under Section 7.2(n), (iii) with the proceeds of the Revolving Loans, (iv) with the cash generated by the operations of the
Borrower and its Subsidiaries (and the Borrower shall concurrently with any purchase of Unsecured Notes under this clause (iv) deliver a certificate to the Administrative Agent setting forth a calculation of such cash generated by operations),
(v) in an amount equal to the Net Cash Proceeds of Qualified Capital Stock issued by the Borrower after the Closing Date and (vi) in exchange for Permitted Refinancing Indebtedness or in exchange for shares of common stock of the Borrower,
provided that the aggregate principal amount of Unsecured Notes purchased and cancelled or redeemed pursuant to clauses (iii), (iv) and (v) is capped as follows based on the pro forma Consolidated Leverage Ratio
after giving effect to such purchase, cancellation or redemption: 
  

			
	 PF Consolidated

Leverage Ratio
	 	 Aggregate

Maximum Amount

		
	 3 3.0x
	 	$20 million
	 3 2.5x
	 	100 million
	 3 2.0x
	 	200 million
	 < 2.0x
	 	No Cap

 SECTION 8. EVENTS OF DEFAULT 

If any of the following events shall occur and be continuing: 
 (a) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or
Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof; or 

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any
certificate, document or financial or other written statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date
made or deemed made; or 

  
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 (c) any Loan Party shall default in the observance or performance of any agreement contained
in clause (i) or (ii) of Section 6.4(a) (with respect to the Borrower only), Section 6.7(a) or Section 7 of this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and Collateral Agreement; or 

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after notice to the Borrower from the Administrative Agent or the Required Lenders; or

 (e) the Borrower or any of its Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness
(including any Guarantee Obligation, but excluding the Loans and Reimbursement Obligations) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the
period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, in each case the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a
Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one
or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of which
exceeds in the aggregate $50,000,000 for the Borrower and its Subsidiaries; or 
 (f) (i) the Borrower or any of its
Subsidiaries (except for Immaterial Subsidiaries) shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with
respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any of its Subsidiaries shall make a
general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any of its Subsidiaries (except for Immaterial Subsidiaries) any case, proceeding or other action of a nature referred to in clause
(i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the
Borrower or any of its Subsidiaries (except for Immaterial Subsidiaries) any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that
results in the entry of an order for any such relief that shall not 

  
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have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any of its Subsidiaries (except for Immaterial Subsidiaries)
shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any of its Subsidiaries (except for Immaterial
Subsidiaries) shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or 
 (g) (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated
funding deficiency” or “failure to meet the minimum funding standards” (each as defined in Section 412 of the Code or 302 of ERISA), whether or not waived, shall exist with respect to any Single Employer Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed,
to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee would reasonably be expected to result in the termination of such Plan for purposes of Title IV of ERISA,
(iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or would reasonably be expected to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all
other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or 
 (h) one or more
judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving in the aggregate for the Borrower and its Subsidiaries a liability (not paid or fully covered by insurance as to which the relevant insurance company has
acknowledged coverage) of $75,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or 

(i) any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any
Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby if the aggregate value of the affected Collateral is more than
$10,000,000; or 
 (j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any
reason, to be in full force and effect or any Loan Party shall so assert; or 
 (k) (i) any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules
13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 25% of the outstanding common stock of the Borrower; or (ii) the board of directors of the Borrower shall cease to consist of a majority of Continuing Directors;
or (iii) a Specified Change of Control shall occur; 

  
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then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the
Revolving Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be
terminated forthwith, whereupon the Revolving Commitments thereof shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the
aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly
waived by the Borrower. 
 SECTION 9. THE AGENTS 
 9.1 Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each
such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. 

  
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 (b) Each Lender hereby relieves the Administrative Agent, in such capacity, for the purposes
described in paragraph (a) above (for the avoidance of doubt, including, but not limited to, the creation and release of any Collateral and the entering into and termination of any Security Document), from the restrictions pursuant to section
181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Lender. The Administrative Agent is authorized to
delegate its powers of attorney (including the exemption from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each
case to the extent legally possible to such Lender). A Lender which is barred from granting such exemption shall notify the Administrative Agent accordingly. 
 9.2 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care. 

9.3 Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing
are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or
received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of
any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. 

9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying,
upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall
first be indemnified to 

  
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its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and
any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. 

9.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default
hereunder unless the Administrative Agent has received notice from a Lender, the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default”. In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default as shall be reasonably directed by the Required Lenders (or, if so
specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. 
 9.6 Non-Reliance on
Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that
no act by any Agent hereinafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the
Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its extensions of credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently
and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates.
Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. 
 9.7 Indemnification. The Lenders
agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in
effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and 

  
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the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any
way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted
by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the
Loans and all other amounts payable hereunder. 
 9.8 Agent in Its Individual Capacity. Each Agent and its affiliates may
make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent was not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or
participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and
“Lenders” shall include each Agent in its individual capacity. 
 9.9 Successor Administrative Agent. The
Administrative Agent may resign as Administrative Agent upon 20 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required
Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing)
be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative
Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on
the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 20 days following a retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time,
if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. 
 9.10
Documentation Agents and Syndication Agent. Neither the Documentation Agents nor the Syndication Agent shall have any duties, liabilities or responsibilities hereunder in their capacities as such. Without limiting the foregoing, none of the
Documentation Agents nor the Syndication Agent shall have or be deemed to have a fiduciary relationship with any Lender. 

  
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 SECTION 10. MISCELLANEOUS 

10.1 Amendments and Waivers. (a) Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be
amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party that is a party to the relevant Loan Document may, or, with the written consent of the Required Lenders,
the Administrative Agent and each Loan Party that is a party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default and its consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan or extend any L/C Participant’s interest in the Issuing Lender’s obligations and rights under any Letter of
Credit beyond the Revolving Termination Date, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of
applicability of any post-default increase in interest rates and (y) that any amendment or modification in the financial definitions in this Agreement shall not constitute a reduction in the rate of interest or commitment fee for purposes of
this clause (i)) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Revolving Commitment with respect to any Lender, in each case without the consent of each Lender directly
affected thereby; (ii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release
all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the consent of all Lenders; (iii) amend,
modify or waive any provision of Section 2.19 without the consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; (iv) reduce the amount of Net Cash Proceeds required to be applied to prepay Loans
under this Agreement without the consent of the Majority Facility Lenders under each Facility adversely affected thereby; (v) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without
the consent of all Lenders under such Facility; (vi) amend, modify or waive any provision of Section 9 without the consent of the Administrative Agent; (vii) amend, modify or waive any provision of Section 2.8 or 2.9 without the
consent of the Swingline Lender; (viii) amend, modify or waive any provision of Section 3 without the consent of the Issuing Lender; or (ix) eliminate or reduce any voting rights under this Section 10.1 without the consent of
each Lender directly affected thereby (it being agreed that, with the consent of the Required Lenders, additional extensions of credit and tranches and increases in the amount of the Facilities may be added to this Agreement and may share in any
payments, prepayments, Collateral and voting rights on a pro rata basis and corresponding amendments to the Loan Documents may be made; provided that the consent of the Required Lenders shall not be required in connection with any Incremental
Facility). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the
case of any waiver, the Loan 

  
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Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon. 
 (b) Notwithstanding anything to the contrary in this Agreement, 

(i) if the Borrower elects to extend the Revolving Termination Date, it may do so by providing written notice to the
Administrative Agent; provided that 
 (A) no Revolving Lender shall be obligated to consent to such
extension; 
 (B) such extension shall be effective with respect to a Revolving Lender only if consented to by
such Revolving Lender; and 
 (C) no such extension shall be permitted if, after giving effect thereto and to any
prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments, 

and, in connection therewith, this Agreement and the other Loan Documents may be amended from time to time with the consent of only the
Majority Facility Lenders in respect of the Revolving Facility, the Issuing Lender, the Administrative Agent and the Borrower to the extent necessary to implement the provisions of this clause (i) (including to reflect the extension of the
Revolving Termination Date); and 
 (ii) this Agreement may be amended with the written consent of only the
Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to the extent necessary to permit the refinancing replacement or modification of all outstanding Tranche A Term Loans (a
“Refinanced Facility”) with a replacement term loan tranche (including a synthetic term loan tranche) (“Replacement Term Loans”), provided that (a) the aggregate principal amount of such Replacement Term
Loans shall not exceed the aggregate principal amount of such Refinanced Facility, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Facility, and (c) the weighted
average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Facility at the time of such refinancing; and 

(iii) this Agreement and the other Loan Documents may be amended with the written consent of only the Administrative Agent
and the Borrower to the extent necessary in order to evidence and implement the Incremental Facilities pursuant to Section 2.27. 
 (c) The Borrower shall be permitted to replace any Lender that has not consented to any amendment, modification, supplement or waiver of or to the Loan Documents requested by the Borrower (a
“Requested Amendment”) which requires the consent of each Lender, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) the 

  
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Requested Amendment has been consented to by the Required Lenders, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced
Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.22 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest
Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance
with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein, except to the extent the replacement financial institution is already a Lender) or pursuant to
other procedures agreed upon by the Borrower and the Administrative Agent including deemed assignments upon payment to the replaced Lender of amounts required to be paid to it principal to this paragraph (c), (vii) the replacement Lender shall
consent to the Requested Amendment, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.20 or 2.21(a), as the case may be, and (ix) any
such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. 
 (d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, including pro rata payment and sharing provisions (but subject to clause (i) of the proviso clause in
paragraph (a) of this Section 10.1), this Agreement may be amended with the consent of the Borrower, the Administrative Agent and the Lenders consenting to any Extended Loans (as defined below) to extend the maturity of all or a portion of
a particular Facility and in connection therewith make amendments to allow separate treatment thereunder with respect to Extended Loans and Loans and Commitments under such Facility that are not converted to Extended Loans; provided that such
amendment is made in connection with the creation of a separate class of loans or commitments under such Facility through the conversion of certain existing Loans and Commitments of consenting Lenders under such Facility (any such Loans and
Commitments that are so converted, “Extended Loans”) and to make any necessary amendments to implement the foregoing, including to extend the scheduled maturity date(s) of any payment or payments of principal (including at final
maturity) and commitments with respect to such Extended Loans; provided, further that (A) the Borrower offers such conversion to all Lenders holding Loans and Commitments under the applicable Facility on a pro rata basis based on the aggregate
principal amount of Loans or Commitments in such Facility then outstanding, and (B) unless otherwise agreed by the Borrower, the Administrative Agent and the Lenders holding Extended Loans, the Extended Loans shall be identical in all material
respects to the existing Loans and Commitments under such Facility from which such Extended Loans are to be converted, except that (1) all or any of the scheduled amortization or mandatory payments of principal and payment at maturity of the
Extended Loans may be delayed to later dates than the scheduled amortization or mandatory payments or principal and payment at maturity of the Loans under the Facility from which such Extended Loans are to be converted, (2) the Applicable
Margins, letter of credit fees and commitment fees with respect to the Extended Loans may be different than the Applicable Margins, letter of credit fees and commitment fees for the Loans under the applicable Facility from which such Extended Loans
are to be converted and may be increased and additional compensation, including, without limitation, upfront fees may be paid to Lenders converting their Loans and Commitments under such Facility into Extended Loans, (3) the available Interest
Periods for the Extended Loans may be limited, (4) the Commitments and 

  
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Loans of Lenders converting their Loans in such Facility into Extended Loans may be reduced or repaid, (5) usage of the Revolving Facility (or other revolving Facility) and participating
interests in Letters of Credit and Swingline Loans may be allocated or reallocated between (or to either) Extended Loans and Loans and Commitments under the Revolving Facility (or other revolving Facility) that are not converted to Extended Loans,
(6) the Commitments and Loans of Lenders that do not convert their Loans in such Facility into Extended Loans may be reduced or repaid prior to the reduction or repayment of the Extended Loans and (7) other covenants and terms may be added
in respect of a Facility (x) that apply to any period after the latest final maturity of the Loans and Commitments under such Facility in effect immediately prior to the establishment of such Extended Loan or after approval thereof by the
Required Lenders or (y) that are reasonably determined by the Borrower and the Administrative Agent in order to facilitate transactions of the type contemplated by this paragraph (d). 

(e) Notwithstanding the foregoing, the Administrative Agent, with the consent of the Borrower, may amend, modify or supplement any Loan
Document without the consent of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document and such amendment shall
become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. 

10.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing
(including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice,
when received, addressed as follows in the case of the Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be
hereafter notified by the respective parties hereto: 
  

			
	The Borrower:	 	 Tenneco Inc.
 500 North Field
Drive
 Lake Forest, IL 60045

		 	 Attention: John E. Kunz

Telecopy: 847-482-5125
 Telephone:
847-482-5000

		
	with a copy to:	 	 Tenneco Inc.
 500 North Field
Drive
 Lake Forest, IL 60045

		 	Attention: General Counsel
		 	Telecopy: 847-482-5040
		 	Telephone: 847-482-5000
		
	The Administrative Agent:	 	 383 Madison Avenue, 24th Floor

New York, New York 10179

Attention: Richard W. Duker

Telecopy: 212-270-5100

Telephone: 212-270-3057




  
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		 	Or, in the case of U.K. Swingline Loans:
		
		 	JPMorgan Chase Bank, N.A., London Branch; 125 London Wall, 9th Floor; London, EC2Y 5AJ; United Kingdom, LW09-1501; Attention: European Loan Operations;
Telecopy: +44 (207)777-2360
		
	with a copy to:	 	Loan and Agency Services Group
		 	1111 Fannin, Floor 10
		 	Houston, Texas 77002
		 	Attention: Jide Williams
		 	Telecopy: 713-750-2938
		 	Telephone: 713-427-6530


 provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be
effective until received. 
 10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on
the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law. 
 10.4 Survival of Representations and Warranties. All representations and
warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other
extensions of credit hereunder. 
 10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse
the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents
and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and filing and
recording fees and expenses, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan
Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold
each Lender and the Administrative 

  
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Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be
payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in
respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective affiliates and their respective officers, directors, trustees,
employees, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless
of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the
violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or any of the Properties and the reasonable fees and expenses of legal counsel in connection with
claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so
waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that
any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other
information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. All
amounts due under this Section 10.5 shall be payable promptly after written demand therefor. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder. 

10.6 Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Lender (except in a transaction permitted by Section 7.4). 
 (b) Any Lender may,
without the consent of the Borrower or the Administrative Agent, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities other than an Ineligible Institution (each, a
“Participant”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any 

  
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other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations
under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement
and the other Loan Documents, and the Borrower, the Issuing Lender, the other Lenders and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party
therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of or interest on, the Loans or any fees payable hereunder, postpone the date of any scheduled amortization payment or the final maturity of the Loans,
in each case to the extent subject to such participation. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount
of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof
as provided in Section 10.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.20, 2.21 and 2.22 (subject to the requirements and limitations in
Section 2.21) with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that such Participant (i) agrees to be subject to the provisions of Sections 2.23
and 2.24 as if it were an assignee under paragraph (c) of this Section and (ii) shall not be entitled to receive any greater amount pursuant to Section 2.20 or 2.21 than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred except to the extent such entitlement to receive a greater payment results from an adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the
Closing Date that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the
name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit
or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, each Loan Party and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms
hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. 

  
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 As used herein, “Ineligible Institution” means (a) a natural person, (b) a holding
company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or (c) any of the Borrower and its Subsidiaries. 

(c) Any Lender (an “Assignor”) may, in accordance with applicable law, at any time and from time to time assign to any
Lender, any affiliate of any Lender or any Lender Affiliate or, with the consent of the Borrower and the Administrative Agent (which, in each case, shall not be unreasonably withheld or delayed), to an additional bank, financial institution or other
entity other than an Ineligible Institution (an “Assignee”) all or any part of its rights and obligations under this Agreement pursuant to an Assignment and Assumption, executed by such Assignee, such Assignor and any other Person
whose consent is required pursuant to this paragraph, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (i) no such assignment to an Assignee (other than any Lender, any affiliate
of any Lender or any Lender Affiliate) shall be in an aggregate principal amount of less than $5,000,000 in the case of Revolving Commitments or $1,000,000 in the case of Tranche A Term Loans (provided that assignments made by any Lender on the same
day to an Assignee and its affiliates (including any Lender Affiliates) and contemporaneous assignments by Lender Affiliates to a single Assignee may be treated as a single assignment for purposes of satisfying any such minimum assignment amount
requirement (other than in the case of an assignment of all of a Lender’s interests under the applicable Facility)), (ii) after giving effect to any such assignment, such Lender and its affiliates (including any Lender Affiliates) shall
retain Commitments and Term Loans in an aggregate principal amount of at least $5,000,000 in the case of Revolving Commitments and $1,000,000 in the case of Tranche A Term Loans (other than in the case of an assignment of all of a Lender’s
interests under the applicable Facility), in each case unless otherwise agreed by the Borrower and the Administrative Agent, (iii) no Lender may assign any interest in the Revolving Facility (other than, with the consent of the Administrative
Agent, not to be unreasonably withheld or delayed, to an affiliate of such Lender or, to another Lender then holding Revolving Commitments) without the consent of the Administrative Agent, the Borrower, the Issuing Lender and the Swingline Lender
(not to be unreasonably withheld or delayed) and (iv) the Borrower shall be deemed to have consented to an assignment if it has not objected thereto by written notice to the Administrative Agent within five Business Days of its receipt of
notice thereof. For purposes of the proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its related Lender Affiliates, if any (other than in the case of an assignment of all of
a Lender’s interests under this Agreement). Any such assignment need not be ratable as among the Facilities. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and
Assumption, (x) the Assignee thereunder shall be deemed a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Lender hereunder with a Commitment and/or Loans as set forth therein, and
(y) the Assignor thereunder shall, to the extent provided in such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of an Assignor’s rights and
obligations under this Agreement, such Assignor shall cease to be a party hereto). Notwithstanding any provision of this Section 10.6, the consent of the Borrower shall not be required for any assignment that occurs when an Event of Default
pursuant to Sections 8(a) or 8(f) shall have occurred and be continuing with respect to the Borrower. 

  
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 (d) Notwithstanding anything to the contrary contained herein, any Lender which is a bank (a
“Granting Bank”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Borrower, the option to provide to
the Borrower all or any part of any Loan which such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to make any
Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation hereunder (all
liability for which shall remain with the Granting Bank). In furtherance of the foregoing, each party hereto agrees (which agreement shall survive termination of this Agreement) that in the event of any such grant by a Granting Bank to an SPC of the
option to provide to the Borrower all or any part of its Loan, (i) such Granting Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged and such Granting Bank shall remain solely responsible
for the performance of such obligations under this Agreement and the other Loan Documents, (ii) such Granting Bank shall remain the holder of such Loan for all purposes under this Agreement and the other Loan Documents and nothing contained in
this Section 10.6(d) is intended to excuse the Granting Bank from the full performance of its obligations hereunder and thereunder or otherwise diminish the duties and liabilities of the Granting Bank under this Agreement or the other Loan
Documents (other than it being understood that any payment obligation on the part of such Granting Bank to make a Loan hereunder shall, if such Loan is made by any SPC, be deemed to have been satisfied upon the making of such Loan by such SPC),
(iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with such Granting Bank in connection with such Granting Bank’s rights and obligations under this Agreement and the other Loan Documents,
(iv) in no event shall any SPC have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, or be included in any determination of the Required Lenders or
the Majority Facility Lenders hereunder for any purpose, (v) prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior Indebtedness of any SPC, it will not institute against, or
join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary
contained in this Section 10.6(d), any SPC may (X) with notice to, but without prior written consent of, the Borrower and the Administrative Agent (subject, however, to the approval of the financial institution as set forth below), assign
all or a portion of its interests in any Loan to the Granting Bank or to a financial institution (previously approved in writing by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of the Loans and (Y) subject to Section 10.15 hereof, disclose on a confidential basis any non-public information relating to its Loans to any rating agency as specifically provided for in
Section 10.15 hereof. This Section 10.6 may not be amended without the prior written consent of the SPC, the Borrower and the Administrative Agent. 
 (e) The Administrative Agent shall, on behalf of the Borrower, maintain at its address referred to in Section 10.2 a copy of each Assignment and Assumption delivered to it and


  
 87 









 
a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and the principal amount of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the
owner of the Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being
made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note
evidencing such Loan, accompanied by a duly executed Assignment and Assumption, and thereupon one or more new Notes shall be issued to the designated Assignee. The Register shall be available for inspection by any Lender at any reasonable time and
from time to time upon reasonable prior notice. 
 (f) Upon its receipt of an Assignment and Assumption executed by an Assignor,
an Assignee and any other Person whose consent is required by Section 10.6(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which shall not be an obligation of the Borrower and which shall be
paid once in connection with simultaneous assignments for a Lender and its affiliates (including any Lender Affiliates) if any), the Administrative Agent shall (i) promptly accept such Assignment and Assumption and (ii) record the
information contained therein in the Register on the effective date determined pursuant thereto. 
 (g) The Assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information
about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including
Federal and state securities laws. 
 (h) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions
of this Section 10.6 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender of any Loan or
Note to any Federal Reserve Bank in accordance with applicable law. 
 (i) The Borrower, upon receipt of written notice from the
relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (h) above. 
 10.7 Adjustments; Set-off. (a) Except to the extent that (i) this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular
Facility or (ii) a payment is made in respect of Cash Management Obligations, if any Lender (a “Benefitted Lender”) shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable
pursuant to Section 8, receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred
to 

  
 88 









 
in Section 8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender,
such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall
be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from
such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. 
 (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to
the extent permitted by applicable law, upon any amount owing by the Borrower hereunder becoming due and payable (whether at the stated maturity, by acceleration or otherwise) and remaining unpaid past any applicable grace period, to set off and
appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect,
absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and
the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

10.8 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. 
 10.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating 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. 

10.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Borrower, the Administrative Agent
and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents. 
 10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

  
 89 









 10.12 Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and
unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the
other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in New York County, the courts of the United States for
the Southern District of New York, and appellate courts from any thereof; provided, that nothing contained herein or in any other Loan Document will prevent any Lender or the Administrative Agent from bringing any action to enforce any
award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established; 

(b) 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 the Borrower, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative Agent 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 Section any special, exemplary, punitive or consequential damages. 
 10.13 Acknowledgments. The Borrower hereby acknowledges that: 
 (a) it has
been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; 
 (b)
neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and
Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and 
 (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

 10.14 Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any
other Loan Document, the Administrative Agent is hereby 

  
 90 









 
irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower
having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1
or (ii) under the circumstances described in paragraph (b) below. 
 (b) At such time as the Loans, the Reimbursement
Obligations and the other obligations under the Loan Documents (other than obligations under or in respect of Hedge Agreements and contingent indemnity obligations not due and payable) shall have been paid in full, the Commitments have been
terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such
termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. 

(c) The Administrative Agent and the Lenders agree that Liens on assets of the Loan Parties created by the Loan Documents will be
terminated and released upon the transfer of such assets to a Foreign Subsidiary pursuant to Section 7.5(r). The Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to
take any action requested by the Borrower to effect any termination or release described in this paragraph (c). 
 10.15
Confidentiality. Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential;
provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender, any affiliate of any Lender or any Lender Affiliate, (b) to
any pledgee required to in Section 10.6(h) or any Transferee or prospective Transferee that agrees to comply with the provisions of this Section or the provisions of another agreement having comparable confidentiality provisions, (c) to
its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, including audits and examinations conducted by bank
accountants, any governmental bank regulatory authority exercising examination or regulatory authority or self-regulatory authorities, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required
pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any
similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of
any remedy hereunder or under any other Loan Document, (j) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or
professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.15), (k) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with
respect to the Loans, (l) to a credit insurer or (m) if agreed by the Borrower in its sole discretion, to any other Person. 

  
 91 









 Each Lender acknowledges that information furnished to it pursuant to this Agreement or the
other Loan Documents may include material non-public information concerning the Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of
material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws. 

All information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in
the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective
securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain material non-public information in
accordance with its compliance procedures and applicable law, including Federal and state securities laws. 
 10.16 WAIVERS
OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. 
 10.17 Effect of Amendment and Restatement of the Existing Credit Agreement. 

(a) This Agreement shall be deemed to be an amendment to and restatement of the Existing Credit Agreement and the Existing Credit
Agreement as amended and restated hereby shall remain in full force and effect and is hereby ratified and confirmed in all respects. All extensions of credit under the Existing Credit Agreement on the Closing Date shall remain outstanding following
the Closing Date as specified in Sections 2.26 and 3.1(c) and shall be continued under this Agreement, as amended in the manner set forth herein. All references to the Existing Credit Agreement in any other agreement or document shall, on and after
the Closing Date, be deemed to refer to the Existing Credit Agreement as amended and restated hereby. The Borrower agrees, acknowledges and affirms that (i) each of the Security Documents to which it is a party shall remain in full force and
effect and shall constitute security for all extensions of credit pursuant to the Existing Credit Agreement as amended and restated hereby and (ii) any reference to the Existing Credit Agreement appearing in any such Security Document shall on
and after the Closing Date be deemed to refer to the Existing Credit Agreement as amended and restated hereby. 
 (b) On the Closing Date, each
of the lenders party to the Existing Credit Agreement and not continuing as a Lender hereunder hereby agrees that, upon its acceptance of the outstanding amounts owed to it under the Existing Credit Agreement on the Closing Date, such lender shall
have consented to the amendment and restatement of the Existing Credit Agreement as provided herein, the redesignation of certain Loans and Commitments (each as defined in the Existing Credit Agreement) set forth in Sections 2.26 and 3.1(c) hereof
and the assignment of the Loans and all other rights under the Existing Credit Agreement to the extent necessary to give effect to such redesignation set forth in Sections 2.26 and 3.1(c). 

  
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 10.18 USA Patriot Act. Each Lender that is subject to the requirements of the Patriot
Act hereby notifies the Borrower and each Guarantor that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the
Borrower and each Guarantor and other information that will allow such Lender to identify the Borrower and each Guarantor in accordance with the Patriot Act. 
 10.19 No Fiduciary Duty. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Loan Parties and the Credit Parties is intended to be or
has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Loan Parties on other matters, (b) the Credit
Parties, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do any of the Loan Parties rely on, any fiduciary duty to any of the Loan
Parties or their affiliates on the part of the Credit Parties, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by
this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the
Credit Parties have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed
appropriate, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or
fiduciary for the Loan Parties, any of their affiliates or any other Person and (g) none of the Credit Parties has any obligation to the Loan Parties or their affiliates with respect to the transactions contemplated by this Agreement or the
other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Loan Parties or any such affiliate. 

10.20 Usury. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under
the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excessive interest shall be applied to the principal of the Obligations or, if it exceeds the unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged or received by Administrative Agent or any
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate and spread, in equal or unequal parts, the total amount of interest throughout the contemplated term of this Agreement. 

  
 93 









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written. 
  

			
	TENNECO INC.
		
	By:	 	/s/ John E. Kunz
	Name:	 	John E. Kunz
	Title:	 	Vice President, Treasurer and Tax



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
		
	By:	 	/s/ Richard W. Duker
	Name:	 	Richard W. Duker
	Title:	 	Managing Director



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	 Citicorp North America, Inc., as
 Syndication Agent and as a Lender

		
	By:	 	/s/ Leon Hen-Tov
	Name:	 	Leon Hen-Tov
	Title:	 	Director



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	Citibank, N.A., as a Lender
		
	By:	 	/s/ Leon Hen-Tov
	Name:	 	Leon Hen-Tov
	Title:	 	 Director




  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	 BANK OF AMERICA, N.A., as
 Documentation Agent and as a Lender

		
	By:	 	/s/ L. Dustin Vincent
	Name:	 	L. Dustin Vincent
	Title:	 	Managing Director



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	Wells Fargo Bank, N.A., as a Documentation Agent and as a Lender
		
	By:	 	/s/ Matt Harbour
	Name:	 	Matt Harbour
	Title:	 	Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	Morgan Stanley Senior Funding, Inc., as a Documentation Agent
		
	By:	 	/s/ Michael King
	Name:	 	Michael King
	Title:	 	Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	Morgan Stanley Bank, N.A., as a Lender
		
	By:	 	/s/ Michael King
	Name:	 	Michael King
	Title:	 	Authorized Signatory



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	The Bank of Tokyo-Mitsubishi UFJ, Ltd, as Documentation Agent and as a Lender
		
	By:	 	/s/ Thomas Danielson
	Name:	 	Thomas Danielson
	Title:	 	Authorized Signatory



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	 Barclays Bank PLC as Documentation
 Agent and a Lender

		
	By:	 	/s/ David Barton
	Name:	 	David Barton
	Title:	 	Director



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	 PNC BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	/s/ W.J. Bowne
	Name:	 	W.J. Bowne
	Title:	 	Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ Navneet Khanna
	Name:	 	Navneet Khanna
	Title:	 	Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	The Royal Bank of Scotland plc, as a Lender
		
	By:	 	/s/ James Welch
	Name:	 	James Welch
	Title:	 	Director



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	/s/ Paula J. Czach
	Name:	 	Paula J. Czach
	Title:	 	Managing Director & Execution Head
		
	By:	 	/s/ Juan P. Jimenez
	Name:	 	Juan P. Jimenez
	Title:	 	Associate Director



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	KBC Bank NV, as a Lender
		
	By:	 	/s/ Yves M. Lambrecht
	Name:	 	Yves M. Lambrecht
	Title:	 	Sr. Vice President & General Manager
		
	By:	 	/s/ Stephen R. Perry
	Name:	 	Stephen R. Perry
	Title:	 	Director



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	Canadian Imperial Bank of Commerce, New York Agency, as a Lender
		
	By:	 	/s/ Eoin Roche
	Name:	 	Eoin Roche
	Title:	 	Executive Director
		
	By:	 	/s/ Michael Gewirtz
	Name:	 	Michael Gewirtz
	Title:	 	Executive Director



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	Commerzbank AG, New York and Grand Cayman Branches, as a Lender
		
	By:	 	/s/ Patrick Hartweger
	Name:	 	Patrick Hartweger
	Title:	 	Managing Director
		
	By:	 	/s/ Raquel Pellegrino
	Name:	 	Raquel Pellegrino
	Title:	 	Assistant Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	Fifth Third Bank, as a Lender
		
	By:	 	/s/ James P. Byrnes
	Name:	 	James P. Byrnes
	Title:	 	Senior Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	COMPASS BANK, as a Lender
		
	By:	 	/s/ Ramon Garcia
	Name:	 	Ramon Garcia
	Title:	 	Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	THE BANK OF NEW YORK MELLON, as a Lender
		
	By:	 	/s/ John T. Smathers
	Name:	 	John T. Smathers
	Title:	 	First Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	THE HUNTINGTON NATIONAL BANK, as a Lender
		
	By:	 	/s/ Lori Cummins-Meyer
	Name:	 	Lori Cummins-Meyer
	Title:	 	Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	The Northern Trust Company, as a Lender
		
	By:	 	/s/ Sara Bravo
	Name:	 	Sara Bravo
	Title:	 	Second Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	Commercia Bank, as a Lender
		
	By:	 	/s/ Heather A. Whiting
	Name:	 	Heather A. Whiting
	Title:	 	Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 
			
	ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender
		
	By:	 	/s/ James M. Morton
	Name:	 	James M. Morton
	Title:	 	First Vice President
		
	By:	 	/s/ Michael Paul
	Name:	 	Michael Paul
	Title:	 	Senior Vice President



  
 [Third Amended
and Restated Credit Agreement – Tenneco Inc.] 








 Annex A 
 PRICING GRID FOR REVOLVING FACILITY (INCLUDING SWINGLINE LOANS) AND TRANCHE A TERM FACILITY 
  

													
	Consolidated Net Leverage Ratio	  	 Applicable
Margin
 for Eurodollar
Loans
	 	 	Applicable
Margin for
ABR Loans	 	 	Commitment
Fee Rate	 
				
	 Greater than or equal to 2.5 to 1.0
	  	 	2.75	% 	 	 	1.75	% 	 	 	.50	% 
				
	 Less than 2.5 to 1.0 and greater than or equal to 1.5 to 1.0
	  	 	2.50	% 	 	 	1.50	% 	 	 	.40	% 
				
	 Less than 1.5 to 1.0
	  	 	2.25	% 	 	 	1.25	% 	 	 	.35	% 

 Changes in the Applicable Margin with respect to Revolving Loans, Swingline Loans, Tranche A Term Loans or the Commitment
Fee Rate resulting from changes in the Consolidated Net Leverage Ratio shall become effective on the date (the “Adjustment Date”) on which financial statements are delivered to the Lenders pursuant to Section 6.1(a) or
(b) (but in any event not later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 90th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next
change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Consolidated Net Leverage Ratio as at
the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 2.5 to 1.0. In addition, at all times while an Event of Default shall have occurred and be continuing, the
Consolidated Net Leverage Ratio shall for the purposes of this definition be deemed to be greater than 2.5 to 1.0. Each determination of the Consolidated Net Leverage Ratio pursuant to this pricing grid shall be made with respect to (or, in the case
of clause (a) of the definition thereof, as at the end of) the period of four consecutive fiscal quarters of the Borrower ending at the end of the period covered by the relevant financial statements. 







 SCHEDULE 1.1A 
 COMMITMENTS 
  

													
	 Name of Lender
	  	Revolving
Commitment	 	  	Tranche A Term
Loan
Commitment	 	  	Total	 
				
	 JPMorgan Chase Bank, N.A.
	  	$	129,431,818.18	  	  	$	38,068,181.82	  	  	$	167,500,000.00	  
				
	 Citicorp North America, Inc.
	  	$	67,613,636.36	  	  	 	—  	  	  	$	67,613,636.36	  
				
	 Citibank, N.A.
	  	 	—  	  	  	$	19,886,363.64	  	  	$	19,886,363.64	  
				
	 Bank of America, N.A.
	  	$	67,613,636.36	  	  	$	19,886,363.64	  	  	$	87,500,000.00	  
				
	 Wells Fargo Bank, N.A.
	  	$	67,613,636.36	  	  	$	19,886,363.64	  	  	$	87,500,000.00	  
				
	 Morgan Stanley Bank, N.A.
	  	$	33,806,818.18	  	  	$	9,943,181.82	  	  	$	43,750,000.00	  
				
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	33,806,818.18	  	  	$	9,943,181.82	  	  	$	43,750,000.00	  
				
	 Barclays Bank PLC
	  	$	67,613,636.36	  	  	$	19,886,363.64	  	  	$	87,500,000.00	  
				
	 PNC Bank, National Association
	  	$	38,636,363.64	  	  	$	11,363,636.36	  	  	$	50,000,000.00	  
				
	 U.S. Bank National Association
	  	$	38,636,363.64	  	  	$	11,363,636.36	  	  	$	50,000,000.00	  
				
	 The Royal Bank of Scotland plc
	  	$	38,636,363.64	  	  	$	11,363,636.36	  	  	$	50,000,000.00	  
				
	 The Bank of Nova Scotia
	  	$	38,636,363.64	  	  	$	11,363,636.36	  	  	$	50,000,000.00	  
				
	 Canadian Imperial Bank of Commerce, New York Agency
	  	$	38,636,363.64	  	  	$	11,363,636.36	  	  	$	50,000,000.00	  
				
	 Commerzbank AG, New York and Grand Cayman Branches
	  	$	38,636,363.64	  	  	$	11,363,636.36	  	  	$	50,000,000.00	  
				
	 Fifth Third Bank
	  	$	38,636,363.64	  	  	$	11,363,636.36	  	  	$	50,000,000.00	  
				
	 Compass Bank
	  	$	23,181,818.18	  	  	$	6,818,181.82	  	  	$	30,000,000.00	  
				
	 The Bank of New York Mellon
	  	$	23,181,818.18	  	  	$	6,818,181.82	  	  	$	30,000,000.00	  
				
	 The Huntington National Bank
	  	$	23,181,818.18	  	  	$	6,818,181.82	  	  	$	30,000,000.00	  
				
	 The Northern Trust Company
	  	$	19,318,181.82	  	  	$	5,681,818.18	  	  	$	25,000,000.00	  









													
	 Name of Lender
	  	Revolving
Commitment	 	  	Tranche A Term
Loan
Commitment	 	  	Total	 
				
	 Comerica Bank
	  	$	15,454,545.45	  	  	$	4,545,454.55	  	  	$	20,000,000.00	  
				
	 Israel Discount Bank of New York
	  	$	7,727,272.73	  	  	$	2,272,727.27	  	  	$	10,000,000.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
				
	 Total:
	  	$	850,000,000.00	  	  	$	250,000,000.00	  	  	$	1,100,000,000.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 Administrative Agent: JPMorgan Chase Bank, N.A. 
 Syndication Agent: Citicorp North America, Inc. 
 Documentation
Agents: Bank of America, N.A., Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Wells Fargo Bank, N.A. 
 Joint Lead Arrangers and Joint Bookrunners: J.P. Morgan Securities LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Wells Fargo Bank, N.A., Merrill Lynch, Pierce, Fenner &
Smith, Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. 







 SCHEDULE 1.1B 
 MORTGAGED PROPERTY 
  

					
	 	 	 PROPERTY LOCATION
	  	 MORTGAGE

			
	1.	 	1601 Highway 49B North
Paragould, Arkansas 72450	  	Mortgage, Security Agreement and Assignment of Leases and Rents (Including Future Advances) from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as
Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in Book 0478 Page 0265.
			
	2.	 	2000 South Bolton St.
Paragould, Arkansas 72450	  	Mortgage, Security Agreement and Assignment of Leases and Rents (Including Future Advances) from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as
Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in Book 0478 Page 0265.
			
	3.	 	503 Weatherhead Street
Angola, Indiana 46703	  	Mortgage, Security Agreement and Assignment of Leases and Rents from The Pullman Company, as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded
as Document No. 99-11-0309.
			
	4.	 	4825 Hoffman Street
Elkhart, Indiana 46516	  	Mortgage, Security Agreement and Assignment of Leases and Rents from North American Aftermarket Operations, a division of Tenneco Automotive Operating Company Inc. (fka Tenneco
Automotive Inc.) and successor to Walker Manufacturing Company, formerly a division of Tenneco Automotive Inc., as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded as Document No.
99-38117.
			
	5.	 	3901 Willis Road
Grass Lake, Michigan 49240	  	Mortgage from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in
Ledger 1617 Page 1136.
			
	6.	 	2701 N. Dettman Road
Jackson, Michigan 49201	  	Mortgage from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in
Ledger 1617 Page 1136.
			
	7.	 	929 Anderson Road
Litchfield, Michigan 49252	  	Mortgage from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in
Liber 880, Page 448.
			
	8.	 	13910 Lake Drive
(Bolles Harbor)
Monroe, Michigan 48161	  	Mortgage from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in
Liber 1859, Page 542.
			
	9.	 	1 International Drive
Monroe, Michigan 48161	  	Mortgage from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in
Liber 1859, Page 542.
			
	10.	 	121 Meridian Dr.
Cozad, Nebraska 69130	  	Mortgage, Security Agreement and Assignment of Leases and Rents from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan
Bank, as Mortgagee dated November 4, 1999 and recorded as Document No. 199-4369.
			
	11.	 	South Highway 15
Seward, Nebraska 68434	  	Mortgage, Security Agreement, Assignment of Leases and Rents from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank,
as Mortgagee dated November 4, 1999 and recorded in Mortgage Book 253, Page 911.









					
	 	 	 PROPERTY LOCATION
	  	 MORTGAGE

			
	12.	 	11800 State Route 424
Napoleon, Ohio 43545	  	Open-End Mortgage, Security Agreement and Assignment of Leases and Rents from The Pullman Company, as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999
and recorded in Volume 60 Page 1066-1094.
			
	13.	 	33 Lockwood Road
Milan, Ohio 44846	  	Open-End Mortgage, Security Agreement and Assignment of Leases and Rents from The Pullman Company, as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and
recorded as Instrument No. RN9916996.
			
	14.	 	3160 Abbott Lane
Harrisonburg, Virginia 22801	  	Deed of Trust from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Grantor to M. Steven Weaver, as Trustee for the use and benefit of The Chase Manhattan
Bank, as Beneficiary dated November 4, 1999 and recorded in Book 1751 Page 254.
			
	15.	 	10840 West Allan Road
Hayward, Wisconsin 54843	  	Mortgage, Security Agreement and Assignment of Leases and Rents from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan
Bank, as Mortgagee dated November 4, 1999 and recorded in Volume 690 Page 432.
			
	16.	 	645 E. Broad St.
Smithville, TN 37166	  	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing from Tenneco Automotive Operating Company Inc. to Tennessee Valley Title Insurance Co., as
trustee for the use and benefit of JPMorgan Chase Bank, N.A., dated December 31, 2006 and recorded March 9, 2007 in Record Book 260, Page 622.








 SCHEDULE 4.4 
 CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES 
 None 







 SCHEDULE 4.15 
 SUBSIDIARIES 
  

									
	 	  	 SUBSIDIARY NAME
	  	
PERCENTAGE OF
EACH CLASS OF
CAPITAL STOCK
OWNED BY ANY 
LOAN
PARTY
	 	 	 JURISDICTION OF
FORMATION

	 1.
	  	 Armstrong Properties (Pty.) Ltd.
	  	 	74.9	% 	 	South Africa
	 2.
	  	 Autopartes Walker S.A. de C.V.
	  	 	100	% 	 	Mexico
	 3.
	  	 Barasset Corporation
	  	 	100	% 	 	Ohio
	 4.
	  	 CED’S Inc.
	  	 	100	% 	 	Illinois
	 5.
	  	 Chengdu Tenneco Tongtai Exhaust System Co. Ltd.
	  	 	80	% 	 	China
	 6.
	  	 Clevite Industries Inc.
	  	 	100	% 	 	Delaware
	 7.
	  	 Elagest AB
	  	 	50	% 	 	Sweden
	 8.
	  	 Fric-Rot S.A.I.C.
	  	 	>99	% 	 	Argentina
	 9.
	  	 Futaba Tenneco UK Limited.
	  	 	49	% 	 	United Kingdom
	 10.
	  	 Gillet Exhaust Manufacturing Limited
	  	 	100	% 	 	United Kingdom
	 11.
	  	 Gillet Exhaust Technologie Pty Ltd
	  	 	100	% 	 	South Africa
	 12.
	  	 Gillet Pressings Cardiff Limited
	  	 	100	% 	 	United Kingdom
	 13.
	  	 J.W. Hartley (Motor Trade) Limited
	  	 	100	% 	 	United Kingdom
	 14.
	  	 Kinetic Pty Ltd. (Australia) Ltd
	  	 	100	% 	 	Australia
	 15.
	  	 Maco Inversiones S.A.
	  	 	>99	% 	 	Argentina
	 16.
	  	 Marzocchi.com S.r.l.
	  	 	100	% 	 	Italy
	 17.
	  	 McPherson Strut Company Inc.
	  	 	100	% 	 	Delaware
	 18.
	  	 Monroe Amortisor imalat ve Ticaret A.S.
	  	 	>99	% 	 	Turkey
	 19.
	  	 Monroe Australia Pty. Limited
	  	 	100	% 	 	Australia
	 20.
	  	 Monroe Czechia s.r.o.
	  	 	100	% 	 	Czech Republic
	 21.
	  	 Monroe Manufacturing (Pty.) Ltd.
	  	 	74.9	% 	 	South Africa
	 22.
	  	 Monroe Packaging BVBA
	  	 	100	% 	 	Belgium
	 23.
	  	 Monroe Springs (New Zealand) Pty. Ltd.
	  	 	100	% 	 	New Zealand
	 24.
	  	 Monroe Springs Australia Pty. Ltd.
	  	 	100	% 	 	Australia
	 25.
	  	 Monroe-Mexico S.A. de C.V.
	  	 	100	% 	 	Mexico
	 26.
	  	 Montagewerk Abgastechnik Emden GmbH
	  	 	50	% 	 	Germany
	 27.
	  	 Peabody Galion Corporation
	  	 	100	% 	 	Delaware
	 28.
	  	 Peabody Gordon-Piatt, Inc.
	  	 	100	% 	 	Delaware
	 29.
	  	 Peabody International Corporation
	  	 	100	% 	 	Delaware
	 30.
	  	 Peabody N.E., Inc.
	  	 	100	% 	 	Delaware
	 31.
	  	 Peabody-Myers Corporation
	  	 	100	% 	 	Illinois
	 32.
	  	 Precision Modular Assembly Corp.
	  	 	100	% 	 	Delaware
	 33.
	  	 Proveedora Walker S. de R.L. de C.V.
	  	 	100	% 	 	Mexico
	 34.
	  	 Pullman Standard Inc.
	  	 	100	% 	 	Delaware
	 35.
	  	 Shanghai Tenneco Exhaust System Co., Ltd.
	  	 	55	% 	 	China (PRC)
	 36.
	  	 Tenneco Asheville Inc.
	  	 	100	% 	 	Delaware
	 37.
	  	 Tenneco Asia Inc.
	  	 	100	% 	 	Delaware
	 38.
	  	 Tenneco Australia Group Pty. Ltd.
	  	 	100	% 	 	Australia
	 39.
	  	 Tenneco Automotive Brazil Ltda.
	  	 	100	% 	 	Brazil
	 40.
	  	 Tenneco Automotive China Company (Shanghai) Ltd.
	  	 	100	% 	 	China (PRC)
	 41.
	  	 Tenneco Automotive China Inc.
	  	 	100	% 	 	Delaware
	 42.
	  	 Tenneco Automotive Deutschland GmbH
	  	 	100	% 	 	Germany
	 43.
	  	 Tenneco Automotive Eastern Europe Sp. zo.o.
	  	 	100	% 	 	Poland
	 44.
	  	 Tenneco Automotive Europe Coordination Center BVBA
	  	 	100	% 	 	Belgium
	 45.
	  	 Tenneco Automotive Europe BVBA
	  	 	100	% 	 	Belgium
	 46.
	  	 Tenneco Automotive Foreign Sales Corporation Limited
	  	 	100	% 	 	Jamaica
	 47.
	  	 Tenneco Automotive France S.A.S.
	  	 	100	% 	 	France
	 48.
	  	 Tenneco Automotive Holdings South Africa Pty. Ltd.
	  	 	74.9	% 	 	South Africa









									
	 	  	 SUBSIDIARY NAME
	  	
PERCENTAGE OF
EACH CLASS OF
CAPITAL STOCK
OWNED BY ANY 
LOAN
PARTY
	 	 	 JURISDICTION OF
FORMATION

	 49.
	  	 Tenneco Automotive Iberica, S.A.
	  	 	100	% 	 	Spain
	 50.
	  	 Tenneco Automotive Inc. Nevada
	  	 	100	% 	 	Nevada
	 51.
	  	 Tenneco Automotive India Private Limited
	  	 	100	% 	 	India
	 52.
	  	 Tenneco Automotive Italia S.r.l.
	  	 	100	% 	 	Italy
	 53.
	  	 Tenneco Automotive Nederland B.V.
	  	 	100	% 	 	Netherlands
	 54.
	  	 Tenneco Automotive Operating Company Inc.
	  	 	100	% 	 	Delaware
	 55.
	  	 Tenneco Automotive Polska Sp. z.o.o.
	  	 	100	% 	 	Poland
	 56.
	  	 Tenneco Automotive Port Elizabeth (Pty) Limited
	  	 	100	% 	 	South Africa
	 57.
	  	 Tenneco Automotive Portugal — Componentes para Automovel, Unipessoal, Lda
	  	 	100	% 	 	Portugal
	 58.
	  	 Tenneco Automotive Romania Srl
	  	 	100	% 	 	Romania
	 59.
	  	 Tenneco Automotive RSA Company
	  	 	100	% 	 	Delaware
	 60.
	  	 Tenneco Automotive Second RSA Company
	  	 	100	% 	 	Delaware
	 61.
	  	 Tenneco Automotive Services SAS
	  	 	100	% 	 	France
	 62.
	  	 Tenneco Automotive Servicios de Mexico, S.A. de C.V.
	  	 	100	% 	 	Mexico
	 63.
	  	 Tenneco Automotive Sverige A.B.
	  	 	100	% 	 	Sweden
	 64.
	  	 Tenneco Automotive (Thailand) Ltd.
	  	 	100	% 	 	Thailand
	 65.
	  	 Tenneco Automotive Trading Company
	  	 	100	% 	 	Delaware
	 66.
	  	 Tenneco Automotive UK Limited
	  	 	100	% 	 	United Kingdom
	 67.
	  	 Tenneco Automotive Volga LLC
	  	 	100	% 	 	Russia
	 68.
	  	 Tenneco Automotive Walker Inc.
	  	 	100	% 	 	Delaware
	 69.
	  	 Tenneco (Beijing) Ride Control System Co., Ltd.
	  	 	65	% 	 	China (PRC)
	 70.
	  	 Tenneco (Beijing) Exhaust Control Ltd.
	  	 	51	% 	 	China (PRC)
	 71.
	  	 Tenneco Brake Inc.
	  	 	100	% 	 	Delaware
	 72.
	  	 Tenneco Brazil Ltda.
	  	 	>99	% 	 	Brazil
	 73.
	  	 Tenneco Canada Inc.
	  	 	100	% 	 	Canada
	 74.
	  	 Tenneco Deutschland Holdinggesellschaft GmbH
	  	 	100	% 	 	Germany
	 75.
	  	 Tenneco Eastern European Holdings Sarl
	  	 	100	% 	 	Luxembourg
	 76.
	  	 Tenneco-Eberspacher (Dalian) Exhaust System Co.
	  	 	50	% 	 	China (PRC)
	 77.
	  	 Tenneco Etain f/k/a Gillet Tubes Technologies S.A.S.
	  	 	100	% 	 	France
	 78.
	  	 Tenneco Europe Limited
	  	 	100	% 	 	Delaware
	 79.
	  	 Tenneco Global Holdings Inc.
	  	 	100	% 	 	Delaware
	 80.
	  	 Tenneco GmbH f/k/a Heinrich Gillet GmbH
	  	 	100	% 	 	Germany
	 81.
	  	 Tenneco (Guangzhou) Exhaust System Co. Ltd.
	  	 	100	% 	 	China
	 82.
	  	 Tenneco Holdings Danmark ApS.
	  	 	100	% 	 	Denmark
	 83.
	  	 Tenneco Hong Kong Holdings Limited
	  	 	100	% 	 	Hong Kong
	 84.
	  	 Tenneco Hungary Korlatolt Felelossegu Tarsasag
	  	 	100	% 	 	Hungary
	 85.
	  	 Tenneco I MAS D, S. L.
	  	 	100	% 	 	Spain
	 86.
	  	 Tenneco International Holding Corp.
	  	 	100	% 	 	Delaware
	 87.
	  	 Tenneco International Luxembourg S.A.
	  	 	100	% 	 	Luxembourg
	 88.
	  	 Tenneco Japan Ltd. f/k/a Tenneco Automotive Japan Ltd.
	  	 	100	% 	 	Japan
	 89.
	  	 Tenneco Korea Limited
	  	 	100	% 	 	Korea
	 90.
	  	 Tenneco Lingchuan (Chongqing) Exhaust System Co. Ltd.
	  	 	60	% 	 	China (PRC)
	 91.
	  	 Tenneco Management (Europe) Limited
	  	 	100	% 	 	United Kingdom
	 92.
	  	 Tenneco Marzocchi S.r.l.
	  	 	100	% 	 	Italy
	 93.
	  	 Tenneco Marzocchi Suspension Canada Inc.
	  	 	100	% 	 	Canada (BC)
	 94.
	  	 Tenneco Marzocchi U.S.A.
	  	 	100	% 	 	California
	 95.
	  	 Tenneco Marzocchi Asia Ltd.
	  	 	100	% 	 	China (RoC)
	 96.
	  	 Tenneco Mauritius China Holding Limited
	  	 	100	% 	 	Mauritius
	 97.
	  	 Tenneco Mauritius Holdings Ltd.
	  	 	100	% 	 	Mauritius
	 98.
	  	 Tenneco Mauritius Limited
	  	 	100	% 	 	Mauritius
	 99.
	  	 Tenneco Ride Control South Africa (Pty) Ltd f/k/a Armstrong Hydraulics South Africa (Pty.) Ltd.
	  	 	74.9	% 	 	South Africa
	 100.
	  	 Tenneco FAW Sihuan ( Changchun ) Automobile Parts Co., LTD.
	  	 	49	% 	 	China (PRC)
	 101.
	  	 Tenneco (Suzhou) Co., Ltd.
	  	 	100	% 	 	China (PRC)
	 102.
	  	 Tenneco Tongtai (Dalian) Exhaust System Co., Ltd.
	  	 	80	% 	 	China (PRC)









									
	 	  	 SUBSIDIARY NAME
	  	
PERCENTAGE OF
EACH CLASS OF
CAPITAL STOCK
OWNED BY ANY 
LOAN
PARTY
	 	 	 JURISDICTION OF
FORMATION

	 103.
	  	 Tenneco-Walker (U.K.) Limited
	  	 	100	% 	 	United Kingdom
	 104.
	  	 Tenneco Zwickau GmbH f/k/a Gillet-Abgassysteme Zwickau GmbH
	  	 	100	% 	 	Germany
	 105.
	  	 The Pullman Company
	  	 	100	% 	 	Delaware
	 106.
	  	 The Tenneco Automotive (UK) Pension Scheme Trustee Limited
	  	 	100	% 	 	United Kingdom
	 107.
	  	 Thompson and Stammers (Dunmow) Number 6 Limited
	  	 	100	% 	 	United Kingdom
	 108.
	  	 Thompson and Stammers (Dunmow) Number 7 Limited
	  	 	100	% 	 	United Kingdom
	 109.
	  	 TMC Texas Inc.
	  	 	100	% 	 	Delaware
	 110.
	  	 Walker Australia Pty. Limited
	  	 	100	% 	 	Australia
	 111.
	  	 Walker Danmark ApS
	  	 	100	% 	 	Denmark
	 112.
	  	 Walker Electronic Silencing Inc.
	  	 	100	% 	 	Delaware
	 113.
	  	 Walker Europe, Inc.
	  	 	100	% 	 	Delaware
	 114.
	  	 Walker Exhaust (Thailand) Co. Ltd.
	  	 	100	% 	 	Thailand
	 115.
	  	 Walker Gillet (Europe) GmbH
	  	 	100	% 	 	Germany
	 116.
	  	 Walker Limited
	  	 	100	% 	 	United Kingdom
	 117.
	  	 Walker Manufacturing Company
	  	 	100	% 	 	Delaware
	 118.
	  	 Walker UK Limited
	  	 	100	% 	 	United Kingdom
	 119.
	  	 Wimetal S.A.S.
	  	 	100	% 	 	France








 SCHEDULE 4.19(a) 

FINANCING STATEMENTS / FILING OFFICES 
  

			
	 GRANTOR
	  	 FILING OFFICE

		
	 Tenneco Inc.
	  	Delaware
		
	 Tenneco Automotive Operating Company Inc.
	  	Delaware
		
	 Tenneco International Holding Corp.
	  	Delaware
		
	 The Pullman Company
	  	Delaware
		
	 Tenneco Global Holdings Inc.
	  	Delaware
		
	 Clevite Industries Inc.
	  	Delaware
		
	 TMC Texas Inc.
	  	Delaware








 SCHEDULE 4.19(b) 

MORTGAGE FILING JURISDICTIONS 
  

					
	1.	 	Facility:	  	Paragould, Arkansas
		 	Address:	  	1601 Highway 49B North
Paragould, AR 72450
		 	County Situated In:	  	Greene
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.
			
	2.	 	Facility:	  	Paragould, Arkansas
		 	Address:	  	2000 South Bolton St.
Paragould, AR 72450
		 	County Situated In:	  	Greene
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.
			
	3.	 	Facility:	  	Angola, Indiana
		 	Address:	  	503 Weatherhead St.
Angola, Indiana 46703
		 	County Situated In:	  	Stueben
		 	Owned by:	  	The Pullman Company
			
	4.	 	Facility:	  	Elkhart, Indiana
		 	Address:	  	4825 Hoffman St.
Elkhart, Indiana 46516
		 	County Situated In:	  	Elkhart
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.
			
	5.	 	Facility:	  	Grass Lake, Michigan
		 	Address:	  	3901 Willis Road
Grass Lake, Michigan 49240
		 	County Situated In:	  	Jackson
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.
			
	6.	 	Facility:	  	Jackson, Michigan
		 	Address:	  	2701 N. Dettman Road
Jackson, Michigan 49201
		 	County Situated In:	  	Jackson
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.









					
			
	7.	 	Facility:	  	Litchfield, Michigan
		 	Address:	  	929 Anderson Road
Litchfield, Michigan 49252
		 	County Situated In:	  	Hillsdale
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.
			
	8.	 	Facility:	  	Monroe, Michigan
		 	Address:	  	13910 Lake Drive
Monroe, Michigan 48161
		 	County Situated In:	  	Monroe
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.
			
	9.	 	Facility:	  	Monroe, Michigan
		 	Address:	  	1 International Drive
Monroe, Michigan 48161
		 	County Situated In:	  	Monroe
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.
			
	10.	 	Facility:	  	Cozad, Nebraska
		 	Address:	  	121 Meridian Dr.
Cozad, Nebraska 69130
		 	County Situated In:	  	Dawson
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.
			
	11.	 	Facility:	  	Seward, Nebraska
		 	Address:	  	South Highway 15
Seward, Nebraska 69130
		 	County Situated In:	  	Seward
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.
			
	12.	 	Facility:	  	Milan , Ohio
		 	Address:	  	33 Lockwood Road
Milan, Ohio 44846
		 	County Situated In:	  	Ashland
		 	Owned by:	  	The Pullman Company
			
	13.	 	Facility:	  	Napoleon, Ohio
		 	Address:	  	11800 State Route 424
Napoleon, Ohio 43545
		 	County Situated In:	  	Henry
		 	Owned by:	  	The Pullman Company









					
			
	14.	 	Facility:	  	Harrisonburg, Virginia
		 	Address:	  	3160 Abbott Lane
Harrisonburg, Virginia 22801
		 	County Situated In:	  	Rockingham
		 	Owned by:	  	The Pullman Company
			
	15.	 	Facility:	  	Hayward, Wisconsin
		 	Address:	  	10840 West Allan Road
Hayward, WI 54843
		 	County Situated In:	  	Sawyer
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.
			
	16.	 	Facility:	  	Smithville, Tennessee
		 	Address:	  	 645 East Broad Street


Smithville, TN 37166

		 	County Situated In:	  	DeKalb
		 	Owned by:	  	Tenneco Automotive Operating
Company Inc.








 SCHEDULE 7.2(d) 

(DOMESTIC INDEBTEDNESS) 

Guarantees by Tenneco Inc. of Indebtedness of Foreign Subsidiaries incurred up to limits and under facilities (or extensions or refinancings thereof that
do not increase the aggregate amount of available borrowings) listed on Schedule 7.2(d) (Foreign Indebtedness). 
 Tenneco Inc. Letters of
Credit (as of the Closing Date) 
  

																									
	 	 	Issue Date	 	 	 LOC#
	 	 Status
	 	 Evergreen

YES/NO
	 	 Final
Expiration
Date
	 	Cancellation
Notice
In Days	 	 Beneficiary
	 	 Purpose
	 	 Category
	 	Amount	 
	 Chase
	 	 	12/15/99	  	 	SBG155402	 	Auto Renewal – April 20, 2012	 	Yes	 	Evergreen	 	60	 	Liberty Mutual	 	Pullman Workers’ Comp and Product claims	 	Insurance	 	$	300,000.00	  
											
	 Chase
	 	 	12/17/99	  	 	SBG13279	 	Auto Renewal – September 8, 2011	 	Yes	 	Evergreen	 	120	 	State of New Jersey	 	Environmental remediation	 	Environmental	 	$	750,000.00	  
											
	 Chase
	 	 	11/8/99	  	 	P-294557	 	Auto Renewal – November 4, 2012	 	Yes	 	Evergreen	 	60	 	Pacific Employers Insurance	 	Tenneco Automotive workers comp	 	Insurance	 	$	20,003,446.00	  
											
	 Chase
	 	 	1/18/01	  	 	P-209497	 	Auto Renewal – January 16, 2013	 	Yes	 	Evergreen	 	120	 	Nebraska Dept of Environmental Quality	 	Cozad Environmental Clean-up	 	Environmental	 	$	697,283.00	  
											
	 Chase
	 	 	1/29/2002	  	 	P-221696	 	Auto Renewal – January 29, 2013	 	Yes	 	Evergreen	 	60	 	Travelers	 	TA Surety Bond Program	 	Other	 	$	1,864,680.50	  
											
	 Chase
	 	 	1/24/2003	  	 	P-234183	 	Auto Renewal – January 24, 2013	 	Yes	 	Evergreen	 	30	 	Washington International Insurance Co.	 	Secures Canadian Customs Bonds	 	Other	 	$	1,104,609.00	  
											
	 Chase
	 	 	3/25/04	  	 	P-246715	 	Auto Renewal – March 25, 2012	 	Yes	 	Evergreen	 	30	 	Ohio Bureau of Workers’ Compensation	 	Supports Ohio Self-Ins Authority for Pre 1/1/87 Claims	 	Insurance	 	$	35,000.00	  
											
	 Chase
	 	 	7/27/2007	  	 	TPTS-323995	 	Auto Renewal – July 27, 2012	 	Yes	 	5/31/2014	 	120	 	EPD Georgia Dept of Natural Resources	 	Hartwell Environmental Clean-up Assurance	 	Environmental	 	$	2,156,000.00	  
											
	 Chase
	 	 	8/22/2007	  	 	TPTS-385384	 	Auto Renewal – August 22, 2012	 	Yes	 	5/31/2014	 	120	 	Commerzbank	 	Ten. Deutschland Old Age Part-Time Employee Liability	 	Other	 	$	7,200,000.00	  
											
	 Chase
	 	 	3/3/2008	  	 	TPTS-217979	 	Auto Renewal – March 3, 2013	 	Yes	 	5/31/2014	 	30	 	JPMorgan Chase Bank, N.A. Seoul	 	Secures Working Capital Credit Facility	 	Treasury	 	$	16,850,000.00	  
											
	 Chase
	 	 	11/5/2008	  	 	TPTS-687473	 	Auto Renewal – November 5, 2012	 	Yes	 	5/31/2014	 	90	 	The Royal Bank of Scotland N.V.	 	Secures TWUKL Customs Guarantee Issued by RBS	 	Other	 	$	610,000.00	  









																									
	 	 	Issue Date	 	 	 LOC#
	 	 Status
	 	 Evergreen

YES/NO
	 	 Final
Expiration
Date
	 	Cancellation
Notice
In Days	 	 Beneficiary
	 	 Purpose
	 	 Category
	 	Amount	 
	 Chase
	 	 	7/1/2009	  	 	TPTS-768228	 	Auto Renewal – July 1, 2012	 	Yes	 	5/31/2014	 	120	 	Virginia Dept. of Environmental Quality	 	Harrisonburg Virginia Environmental Clean-up	 	Environmental	 	$	61,079.00	  
											
	 Chase
	 	 	12/3/2009	  	 	TPTS-786276	 	Auto Renewal – September 4, 2012	 	Yes	 	5/31/2014	 	90	 	Citibank N.A.	 	Secures TEIPL INR 140 M Credit Facility	 	Treasury	 	$	4,400,000.00	  
											
	 Chase
	 	 	10/15/2010	  	 	TFTS-774001	 	Auto Renewal – October 14, 2012	 	Yes	 	5/31/2014	 	30	 	Ohio Bureau of Workers’ Compensation	 	Supports Ohio Self-Ins Authority for Post 12/31/86 Claims	 	Insurance	 	$	1,500,000.00	  
		 				 		 		 		 		 		 		 		 		 	  
	  
	 
											
		 				 		 		 		 		 		 		 		 		 	$	57,532,097.50	  
		 				 		 		 		 		 		 		 		 		 	  
	  
	 
											
		 				 		 		 		 		 		 		 		 	Insurance	 	$	21,838,446.00	  
											
		 				 		 		 		 		 		 		 		 	Environmental	 	$	3,664,362.00	  
											
		 				 		 		 		 		 		 		 		 	Treasury	 	$	21,250,000.00	  
											
		 				 		 		 		 		 		 		 		 	Other	 	$	10,779,289.50	  
		 				 		 		 		 		 		 		 		 		 	  
	  
	 
											
		 				 		 		 		 		 		 		 		 		 	$	57,532,097.50	  
		 				 		 		 		 		 		 		 		 		 	  
	  
	 








 Tenneco Inc. & Tenneco Automotive Operating Company Inc. 

Guarantee Summary 

(as of the Closing Date) 
  

																	
	 Type
	  	Amount	 	  	Origination
Date	  	Termination/
Expiry Date	  	 Guarantor
	  	 Beneficiary
	  	 Business Unit
	  	 Purpose

								
	 Guarantee
	  	$	1,500,000	  	  	08/01/97	  		  	Tenneco Inc.	  	Mabeck Co	  	Tenneco Inc.	  	Lease on Lake Forest Building
								
	 Guarantee
	  				  	04/06/04	  		  	Tenneco Inc.	  	Fraccionadora Industrial	  	Monroe Mexico S.A.	  	Operating Lease on Reynosa
								
	 Guarantee
	  	€	34,000	  	  	03/03/03	  		  	Tenneco Inc.	  	Corus UK Ltd	  	TA Argentina	  	TA Argentina Steel Purchases
								
	 Guarantee
	  				  	04/22/97	  		  	Tenneco Inc.	  	CWB Ltd. Partnership III	  	Tenneco Automotive Operating Company Inc.	  	Lease on Building
								
	 Guarantee
	  	$	93,500	  	  	09/30/99	  		  	Tenneco Inc.	  	Virginia Dept of Environ. Quality	  	Tenneco Automotive Operating Company Inc.	  	Environmental Cleanup
								
	 Guarantee
	  	 
 	EUR
6,600,000	  
  	  	09/30/11	  		  	Tenneco Inc.	  	Tenneco Automotive India Pvt. Ltd., Tenneco Automotive Eastern Europe Sp. z.o.o. & Tenneco Automotive Operating Company Inc. obligations to Atotech	  	NA, Europe & India	  	Guarantees the payments obligations to Atotech of three projects at TAIPL, TAEE & TAOCI
								
	 Guarantee
	  				  	01/01/12	  	04/30/23	  	Tenneco Inc.	  	PACTIV LLC	  	North America	  	Guarantees TAOCI’s obligations under the sublease of the Lincolnshire land and building
								
	 Guarantee
	  	€	2,232,500	  	  	11/01/11	  	10/31/16	  	Tenneco Inc.	  	BW & V Martin Properties Pty Ltd.	  	Walker Australia Pty Ltd	  	Guarantees the 5 year lease of the Walker Australia JIT








 SCHEDULE 7.2 (d) 

(FOREIGN INDEBTEDNESS) 
  

																			
	 NO.
	  	 COUNTRY
	  	 ENTITY
	  	 BANK
	  	CURRENCY	  	LIMIT	 	  	CURRENT USD
EQUIVALENT	 	  	 PURPOSE

								
	 1
	  	 Australia
	  	 Monroe Australia Pty. Ltd.
	  	 National Australia Bank Limited
	  	AUD	  	 	12,870,000.00	  	  	 	13,777,528.05	  	  	 Working Capital Facility

								
	 2
	  	 Australia
	  	 Monroe Australia Pty. Ltd.
	  	 National Australia Bank Limited
	  	AUD	  	 	8,490,000.00	  	  	 	9,088,672.35	  	  	 Overnight Overdraft

								
	 3
	  	 Thailand
	  	 Walker Exhaust (Thailand) Company Limited
	  	 Citibank N.A. Bangkok Branch
	  	THB	  	 	300,000,000.00	  	  	 	9,815,790.00	  	  	 Overnight Overdraft

								
	 4
	  	 Thailand
	  	 Tenneco Automotive (Thailand) Limited
	  	 Citibank N.A. Bangkok Branch
	  	THB	  	 	300,000,000.00	  	  	 	9,815,790.00	  	  	 Overnight Overdraft

								
	 5
	  	 Argentina
	  	 Fric Rot S.A.I.C.
	  	 Banco Credicoop
	  	ARS	  	 	3,000,000.00	  	  	 	689,853.00	  	  	 WC Loan

								
	 6
	  	 Argentina
	  	 Fric Rot S.A.I.C.
	  	 Standard Bank
	  	USD	  	 	1,000,000.00	  	  	 	1,000,000.00	  	  	 WC Loan

								
	 7
	  	 Argentina
	  	 Fric Rot S.A.I.C.
	  	 Banco Credicoop
	  	ARS	  	 	5,000,000.00	  	  	 	1,149,755.00	  	  	 WC Loan

								
	 8
	  	 Belgium
	  	 Tenneco Automotive Europe BVBA
	  	 ING Bank
	  	EUR	  	 	3,500,000.00	  	  	 	4,635,331.75	  	  	 Overnight Overdraft

								
	 9
	  	 Belgium
	  	 Tenneco Automotive Europe BVBA
	  	 Dexia Factor
	  	EUR	  	 	28,000,000.00	  	  	 	37,082,654.00	  	  	 Overnight Overdraft

								
	 10
	  	 Belgium
	  	 Tenneco Automotive Europe BVBA (Gent Branch)
	  	 Dexia Bank
	  	EUR	  	 	2,000,000.00	  	  	 	2,648,761.00	  	  	 Overnight Overdraft

								
	 11
	  	 UK
	  	 Tenneco Automotive Iberica SA
	  	 Royal Bank of Scotland
	  	GBP	  	 	200,000.00	  	  	 	316,475.80	  	  	 Daylight Overdraft

								
	 12
	  	 Italy
	  	 Tenneco Automotive Italia Srl
	  	 ING BANK
	  	EUR	  	 	75,000.00	  	  	 	99,328.54	  	  	 Overnight Overdraft

								
	 13
	  	 Luxembourg
	  	 Tenneco International Luxembourg SA
	  	 Royal Bank of Scotland
	  	EUR	  	 	20,000.00	  	  	 	26,487.61	  	  	 Daylight Overdraft

								
	 14
	  	 China
	  	 Tenneco (Beijing) Ride Control Systems Co. Ltd.
	  	 Government Supporting Loans
	  	RMB	  	 	500,000	  	  	 	79,462.70	  	  	 Parts development

								
	 15
	  	 China
	  	 Tenneco (Beijing) Ride Control Systems Co. Ltd.
	  	 BAIC
	  	RMB	  	 	7,400,000	  	  	 	1,176,047.96	  	  	 Parts localization Fund

								
	 16
	  	 China
	  	 Tenneco (Beijing) Ride Control Systems Co. Ltd.
	  	 BAIC
	  	RMB	  	 	3,000,000	  	  	 	476,776.20	  	  	 Parts localization Fund

								
	 17
	  	 UK
	  	 Tenneco Europe Limited
	  	 Royal Bank of Scotland
	  	GBP	  	 	20,000.00	  	  	 	31,647.58	  	  	 Daylight Overdraft

								
	 18
	  	 Portugal
	  	 Tenneco Automotive Portugal Componentes Para Automovel Ltda.
	  	 Caixa Geral de Depositos
	  	EUR	  	 	5,000,000.00	  	  	 	6,621,902.50	  	  	 Receivables Factoring

								
	 19
	  	 Portugal
	  	 Tenneco Automotive Portugal Componentes Para Automovel Ltda.
	  	 Royal Bank of Scotland
	  	EUR	  	 	300,000.00	  	  	 	397,314.15	  	  	 Daylight Overdraft

								
	 20
	  	 UK
	  	 Tenneco - Walker (UK) Limited
	  	 Royal Bank of Scotland
	  	GBP	  	 	1,500,000.00	  	  	 	2,373,568.50	  	  	 Daylight Overdraft

								
	 21
	  	 China
	  	 Tenneco (Beijing) Ride Control Systems Co. Ltd.
	  	 Beijing Bank
	  	RMB	  	 	1,000,000	  	  	 	158,925.40	  	  	 Purchase Material

								
	 22
	  	 China
	  	 Tenneco Tongtai (Dalian) Exhaust System Co. Ltd.
	  	 ICBC Jinzhou Branch
	  	RMB	  	 	145,000,000.00	  	  	 	23,044,183.00	  	  	 Bankers Acceptance Credit

								
	 23
	  	 China
	  	 Tenneco Tongtai (Dalian) Exhaust System Co. Ltd.
	  	 Communications Bank of China Dalian
	  	RMB	  	 	50,000,000.00	  	  	 	7,946,270.00	  	  	 Bankers Acceptance Credit

								
	 24
	  	 China
	  	 Tenneco Tongtai (Dalian) Exhaust System Co. Ltd.
	  	 Industrial and Commercial Bank of China
	  	RMB	  	 	67,643,271.00	  	  	 	10,750,233.90	  	  	 Bankers Acceptance Credit










																			
	 NO.
	  	 COUNTRY
	  	 ENTITY
	  	 BANK
	  	CURRENCY	  	LIMIT	 	  	CURRENT USD
EQUIVALENT	 	  	 PURPOSE

								
	 25
	  	 China
	  	 Shanghai Tenneco Exhaust Systems Co. Ltd.
	  	 BOCOM Anting Branch
	  	RMB	  	 	60,000,000.00	  	  	 	9,535,524.00	  	  	 LC & Bankers Acceptance

								
	 26
	  	 China
	  	 Shanghai Tenneco Exhaust Systems Co. Ltd.
	  	 SPD
	  	RMB	  	 	60,000,000.00	  	  	 	9,535,524.00	  	  	 LC & Bankers Acceptance

								
	 27
	  	 China
	  	 Shanghai Tenneco Exhaust Systems Co. Ltd.
	  	 BOCOM
	  	USD	  	 	341,706.00	  	  	 	341,706.00	  	  	 L/C for Overseas Supplier

								
	 28
	  	 Czech Republic
	  	 Monroe Czechia s.r.o.
	  	 Komerni Banka
	  	CZK	  	 	35,000,000.00	  	  	 	1,864,093.00	  	  	 Daylight Overdraft

								
	 29
	  	 Czech Republic
	  	 Monroe Czechia s.r.o.
	  	 Komerni Banka
	  	EUR	  	 	2,700,000.00	  	  	 	3,575,827.35	  	  	 Daylight Overdraft

								
	 30
	  	 Czech Republic
	  	 Monroe Czechia s.r.o.
	  	 Royal Bank of Scotland
	  	CZK	  	 	10,000,000.00	  	  	 	532,598.00	  	  	 Daylight Overdraft

								
	 31
	  	 Czech Republic
	  	 Monroe Czechia s.r.o.
	  	 Royal Bank of Scotland
	  	EUR	  	 	1,000,000.00	  	  	 	1,324,380.50	  	  	 Daylight Overdraft

								
	 32
	  	 Czech Republic
	  	 Monroe Czechia s.r.o.
	  	 Royal Bank of Scotland
	  	EUR	  	 	10,000,000.00	  	  	 	13,243,805.00	  	  	 Factoring Facility

								
	 33
	  	 Czech Republic
	  	 Monroe Czechia s.r.o.
	  	 Erste Bank
	  	CZK	  	 	150,000,000.00	  	  	 	7,988,970.00	  	  	 Overnight Overdraft

								
	 34
	  	 Denmark
	  	 Tenneco Holdings Danmark Aps
	  	 Danske Bank A/S
	  	DKK	  	 	2,000,000.00	  	  	 	356,284.60	  	  	 Overnight Overdraft

								
	 35
	  	 Denmark
	  	 Walker Danmark ApS
	  	 Danske Bank A/S
	  	DKK	  	 	23,800,000.00	  	  	 	4,239,786.74	  	  	 Overnight Overdraft

								
	 36
	  	 Denmark
	  	 Tenneco Holdings Danmark ApS
	  	 Danske Bank A/S
	  	DKK	  	 	2,000,000.00	  	  	 	356,284.60	  	  	 Overnight Overdraft

								
	 37
	  	 France
	  	 Wimétal SAS
	  	 BNP Paribas Factor
	  	EUR	  	 	16,000,000.00	  	  	 	21,190,088.00	  	  	 Receivables Factoring

								
	 38
	  	 Germany
	  	 Heinrich Gillet GmBH
	  	 Commerzbank AG
	  	EUR	  	 	50,000,000.00	  	  	 	66,219,025.00	  	  	 Factoring Facility

								
	 39
	  	 Germany
	  	 Heinrich Gillet GmBH
	  	 Sued Leasing
	  	EUR	  	 	444,827.00	  	  	 	589,120.20	  	  	 Capital Lease

								
	 40
	  	 India
	  	 Tenneco Automotive India Pvt. Ltd.
	  	 Bank of America
	  	USD	  	 	27,500,000.00	  	  	 	27,500,000.00	  	  	 WC Loan

								
	 41
	  	 India
	  	 Tenneco Automotive India Pvt. Ltd.
	  	 Bank of America
	  	USD	  	 	330,000.00	  	  	 	330,000.00	  	  	 Overnight Overdraft

								
	 42
	  	 India
	  	 Tenneco Automotive India Pvt. Ltd.
	  	 State Bank of India
	  	INR	  	 	180,000,000.00	  	  	 	3,640,428.00	  	  	 Sale Bill Discounting

								
	 43
	  	 India
	  	 Tenneco Automotive India Pvt. Ltd.
	  	 Citibank
	  	INR	  	 	121,000,000.00	  	  	 	2,447,176.60	  	  	 WC Loan

								
	 44
	  	 Japan
	  	 Tenneco Automotive Japan Ltd.
	  	 Mizuho Bank / Yokohama-ekimae
	  	JPY	  	 	12,429,715.00	  	  	 	155,936.99	  	  	 WC Loan

								
	 45
	  	 Japan
	  	 Tenneco Automotive Japan Ltd.
	  	 Mizuho Bank / Kohoku New Town
	  	JPY	  	 	18,920,222.00	  	  	 	237,363.65	  	  	 WC Loan

								
	 46
	  	 Japan
	  	 Tenneco Automotive Japan Ltd.
	  	 Sumitomo Mitsui Bank /Shin-Yokohama
	  	JPY	  	 	1,809,108.00	  	  	 	22,696.16	  	  	 WC Loan

								
	 47
	  	 Japan
	  	 Tenneco Automotive Japan Ltd.
	  	 Tokyo-Mitsubishi Bank /Yokohama
	  	JPY	  	 	16,030,338.00	  	  	 	201,108.61	  	  	 WC Loan

								
	 48
	  	 Japan
	  	 Tenneco Automotive Japan Ltd.
	  	 Mizuho Bank Yokohama-e-shiten
	  	JPY	  	 	20,000,000.00	  	  	 	250,910.00	  	  	 Overnight Overdraft

								
	 49
	  	 Korea
	  	 Tenneco Korea Limited
	  	 JPMorgan Chase Seoul
	  	KRW	  	 	18,722,222,222.00	  	  	 	16,664,631.28	  	  	 WC Loan

								
	 50
	  	 Poland
	  	 Tenneco Automotive Eastern European Sp. z.o.o.
	  	 Bank Handlowy w Warszawie S.A.
	  	PLN	  	 	10,000,000.00	  	  	 	3,174,109.00	  	  	 Overnight Overdraft

								
	 51
	  	 Poland
	  	 Tenneco Automotive Polska Sp. z.o.o.
	  	 Bank Handlowy w Warszawie S.A.
	  	PLN	  	 	25,000,000.00	  	  	 	7,935,272.50	  	  	 Overnight Overdraft

								
	 52
	  	 South Africa
	  	 Gillet Exhaust Technologies Pty. Ltd.
	  	 Standard Bank
	  	ZAR	  	 	75,000,000.00	  	  	 	9,754,830.00	  	  	 Overnight Overdraft










																			
	 NO.
	  	 COUNTRY
	  	 ENTITY
	  	 BANK
	  	CURRENCY	  	LIMIT	 	  	CURRENT USD
EQUIVALENT	 	  	 PURPOSE

								
	 53
	  	 South Africa
	  	 Gillet Exhaust Technologies Pty. Ltd.
	  	 Standard Bank
	  	ZAR	  	 	150,000.00	  	  	 	19,509.66	  	  	 Credit Card

								
	 54
	  	 South Africa
	  	 Gillet Exhaust Technologies Pty. Ltd.
	  	 Standard Bank
	  	ZAR	  	 	54,000.00	  	  	 	7,023.48	  	  	 Fleet Management

								
	 55
	  	 South Africa
	  	 Gillet Exhaust Technologies Pty. Ltd.
	  	 Standard Bank
	  	ZAR	  	 	252,500.00	  	  	 	32,841.26	  	  	 Guarantee Facility

								
	 56
	  	 South Africa
	  	 Gillet Exhaust Technologies Pty. Ltd.
	  	 Citibank
	  	ZAR	  	 	95,000,000.00	  	  	 	12,356,118.00	  	  	 Overnight Overdraft (5 Day Max.)

								
	 57
	  	 South Africa
	  	 Gillet Exhaust Technologies Pty. Ltd.
	  	 Standard Bank
	  	ZAR	  	 	450,000,000.00	  	  	 	58,528,980.00	  	  	 FX Facility (Net settlement is ZAR 45 M)

								
	 58
	  	 South Africa
	  	 Gillet Exhaust Technologies Pty. Ltd.
	  	 Citibank
	  	USD	  	 	200,000.00	  	  	 	200,000.00	  	  	 FX Facility (Prefunded - therefore not used)(Net settlement is USD $19 M)

								
	 59
	  	 South Africa
	  	 Armstrong Hydraulics South Africa Pty. Ltd.
	  	 Standard Bank
	  	ZAR	  	 	20,000,000.00	  	  	 	2,601,288.00	  	  	 Overnight Overdraft

								
	 60
	  	 South Africa
	  	 Armstrong Hydraulics South Africa Pty. Ltd.
	  	 Standard Bank
	  	ZAR	  	 	33,000,000.00	  	  	 	4,292,125.20	  	  	 FX Facility (Net settlement is ZAR 3.3 M)

								
	 61
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Banco Bilbao Vizcaya Argentaria
	  	EUR	  	 	3,000,000	  	  	 	3,973,141.50	  	  	 BOE with Recourse

								
	 62
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Banco Bilbao Vizcaya Argentaria
	  	EUR	  	 	4,000,000	  	  	 	5,297,522.00	  	  	 Confirming Supplier Pmts

								
	 63
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Santander Factoring y Confirming, S.A. E.F.C.
	  	EUR	  	 	13,660,000	  	  	 	18,091,037.63	  	  	 Factoring w/o Recourse

								
	 64
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Banco Bilbao Vizcaya Argentaria, S.A.
	  	EUR	  	 	13,000,000	  	  	 	17,216,946.50	  	  	 Factoring w/o Recourse

								
	 65
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Banco Santander Central Hispano, S.A.
	  	EUR	  	 	500,000	  	  	 	662,190.25	  	  	 Overnight Overdraft

								
	 66
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Santander de Leasing S.A., E.F.C.
	  	EUR	  	 	11,536	  	  	 	15,278.05	  	  	 Capital Lease

								
	 67
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Ministero de Ciebcia y Techolgia
	  	EUR	  	 	34,344.00	  	  	 	45,484.52	  	  	 LT Note

								
	 68
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Banco Santander Central Hispano
	  	EUR	  	 	14,058.00	  	  	 	18,618.14	  	  	 LT Note

								
	 69
	  	 Sweden
	  	 Tenneco Automotive Sverige AB
	  	 Swedbank Finas
	  	EUR	  	 	5,000,000.00	  	  	 	6,621,902.50	  	  	 Overnight Overdraft

								
	 70
	  	 Sweden
	  	 Tenneco Automotive Sverige AB
	  	 Swedbank Lagan
	  	SEK	  	 	6,250,000.00	  	  	 	939,769.38	  	  	 Overnight Overdraft

								
	 71
	  	 Sweden
	  	 Tenneco Automotive Sverige AB
	  	 Swedbank Lagan
	  	EUR	  	 	500,000.00	  	  	 	662,190.25	  	  	 Overnight Overdraft

								
	 72
	  	 Turkey
	  	 Monroe Amortisor Imalat ve Ticaret A.S.
	  	 T. Is Bankasi A.S. Kartal Subesi Branch
	  	TRY	  	 	20000	  	  	 	11,463.49	  	  	 Overnight Overdraft

								
	 73
	  	 UK
	  	 Tenneco Management (Europe) Limited
	  	 Wells Fargo Bank N.A.
	  	USD	  	 	25,000,000.00	  	  	 	25,000,000.00	  	  	 FX Facility










																			
	 NO.
	  	 COUNTRY
	  	 ENTITY
	  	 BANK
	  	CURRENCY	  	LIMIT	 	  	CURRENT USD
EQUIVALENT	 	  	 PURPOSE

								
	 74
	  	 UK
	  	 Tenneco Management (Europe) Limited
	  	 US Bank N.A.
	  	USD	  	 	50,000,000.00	  	  	 	50,000,000.00	  	  	 FX Facility

								
	 75
	  	 UK
	  	 Tenneco Management (Europe) Limited
	  	 Bank of America
	  	USD	  	 	50,000,000.00	  	  	 	50,000,000.00	  	  	 Daylight Overdraft

								
	 76
	  	 UK
	  	 Tenneco Management (Europe) Limited
	  	 Royal Bank of Scotland
	  	USD	  	 	25,000,000.00	  	  	 	25,000,000.00	  	  	 Daylight Overdraft

								
	 77
	  	 UK
	  	 Tenneco Management (Europe) Limited
	  	 Royal Bank of Scotland
	  	USD	  	 	2,000,000.00	  	  	 	2,000,000.00	  	  	 Overnight Overdraft

								
	 78
	  	 Canada
	  	 Tenneco Canada Inc
	  	 Scotiabank
	  	USD	  	 	4,000,000.00	  	  	 	4,000,000.00	  	  	 Overnight Overdraft

								
	 79
	  	 Italy
	  	 Tenneco Marzocchi Srl
	  	 Cassa di Risparmio di Vignola Spa
	  	EUR	  	 	500,000.00	  	  	 	662,190.25	  	  	 Overdraft on Cash Orders

								
	 80
	  	 Italy
	  	 Tenneco Marzocchi Srl
	  	 Unicredit Spa
	  	EUR	  	 	350,000.00	  	  	 	463,533.18	  	  	 Overdraft on Cash Orders

								
	 81
	  	 Italy
	  	 Tenneco Marzocchi Srl
	  	 Banca Popolare di Lodi
	  	EUR	  	 	500,000.00	  	  	 	662,190.25	  	  	 LT Note

								
	 82
	  	 Italy
	  	 Tenneco Marzocchi Srl
	  	 Cassa di Risparmio di Bologna Spa
	  	EUR	  	 	413,637.00	  	  	 	547,812.78	  	  	 LT Note

								
	 83
	  	 Italy
	  	 Tenneco Marzocchi Srl
	  	 Cassa di Risparmio di Ferrara
	  	EUR	  	 	1,058,885.86	  	  	 	1,402,367.78	  	  	 LT Note

								
	 84
	  	 Italy
	  	 Tenneco Marzocchi Srl
	  	 Cassa di Risparmio di Vignola Spa
	  	EUR	  	 	1,800,000.00	  	  	 	2,383,884.90	  	  	 LT Note

								
	 85
	  	 Italy
	  	 Tenneco Marzocchi Srl
	  	 Unicredit Spa
	  	EUR	  	 	1,100,000.00	  	  	 	1,456,818.55	  	  	 LT Note

								
	 86
	  	 Italy
	  	 Tenneco Marzocchi Srl
	  	 Art.15 L.46/82 Minister of Econimic
	  	EUR	  	 	354,891.41	  	  	 	470,011.26	  	  	 LT Note

								
	 87
	  	 Korea
	  	 Tenneco Korea Limited
	  	 JPMorgan Chase Seoul
	  	KRW	  	 	500,000.00	  	  	 	445.05	  	  	 FX Facility

								
	 88
	  	 Korea
	  	 Tenneco Korea Limited
	  	 Hana Bank
	  	KRW	  	 	20,000,000.00	  	  	 	17,801.98	  	  	 Credit Cards

								
	 89
	  	 Australia
	  	 Monroe Australia Pty. Ltd.
	  	 National Australia Bank Limited
	  	AUD	  	 	7,000,000.00	  	  	 	7,493,605.00	  	  	 Intraday Overdraft

								
	 90
	  	 Belgium
	  	 Tenneco Automotive Europe BVBA
	  	 Dexia Bank
	  	EUR	  	 	1,626,000.00	  	  	 	2,153,442.69	  	  	 WC Loan

								
	 91
	  	 Belgium
	  	 Tenneco Automotive Europe BVBA
	  	 Dexia Bank
	  	EUR	  	 	82,000.00	  	  	 	108,599.20	  	  	 WC Loan

								
	 92
	  	 Belgium
	  	 Tenneco Automotive Europe BVBA
	  	 Microsoft (De Lage Landen)
	  	EUR	  	 	855,684.00	  	  	 	1,133,251.20	  	  	 WC Loan

								
	 93
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Spanish Government
	  	EUR	  	 	11,490.00	  	  	 	15,217.13	  	  	 LT Note

								
	 94
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Ministry of Industry
	  	EUR	  	 	809,857.80	  	  	 	1,072,559.88	  	  	 LT Note - Valencia (EC) Development of Prototypes

								
	 95
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Ministry of Industry
	  	EUR	  	 	2,412,411.00	  	  	 	3,194,950.09	  	  	 LT Note - Ermua & Gijon (RC) Development of Prototypes

								
	 96
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Ministry of Industry
	  	EUR	  	 	1,359,309.00	  	  	 	1,800,242.33	  	  	 LT Note

								
	 97
	  	 Spain
	  	 Tenneco Automotive Iberica, S.A.
	  	 Ministry of Industry
	  	EUR	  	 	2,412,411.00	  	  	 	3,194,950.09	  	  	 LT Note










																			
	 NO.
	  	 COUNTRY
	  	 ENTITY
	  	 BANK
	  	CURRENCY	  	LIMIT	 	  	CURRENT USD
EQUIVALENT	 	  	 PURPOSE

								
	 98
	  	 China
	  	 Shanghai Tenneco Exhaust Systems Co. Ltd.
	  	 BOCOM
	  	RMB	  	 	22,487,000.00	  	  	 	3,573,755.47	  	  	 Bankers Acceptance for Supplier

								
	 99
	  	 Poland
	  	 Tenneco Automotive Polska Sp. z.o.o.
	  	 Bre Bank S.A.
	  	PLN	  	 	5,000.00	  	  	 	1,587.05	  	  	 Travel Card

								
	 100
	  	 UK
	  	 Tenneco Management (Europe) Limited
	  	 JPMorgan Chase Bank
	  	USD	  	 	70,000,000.00	  	  	 	70,000,000.00	  	  	 FX Facility

								
	 101
	  	 UK
	  	 Tenneco Management (Europe) Limited
	  	 Bank of America
	  	USD	  	 	125,000,000.00	  	  	 	125,000,000.00	  	  	 FX Facility

								
	 102
	  	 UK
	  	 Tenneco Management (Europe) Limited
	  	 Wells Fargo Bank
	  	USD	  	 	100,000,000.00	  	  	 	100,000,000.00	  	  	 FX Facility

								
	 103
	  	 China
	  	 Tenneco (Suzhou) Company Ltd.
	  	 Bank of Communications Suzhou Branch
	  	RMB	  	 	5,000,000	  	  	 	794,627.00	  	  	
								
	 104
	  	 China
	  	 Tenneco-Eberspacher (Dalian) Exhaust System Co. Ltd.
	  	 Bank of China JinZhou Branch
	  	RMB	  	 	30,000,000.00	  	  	 	4,767,762.00	  	  	 L/C & Bankers acceptance

								
	 105
	  	 China
	  	 Tenneco-Eberspacher (Dalian) Exhaust System Co. Ltd.
	  	 Bank of China JinZhou Branch
	  	RMB	  	 	5,209,400.00	  	  	 	827,905.98	  	  	 L/C (for supplier)

								
	 106
	  	 China
	  	 Tenneco Lingchuan (Chongqing) Exhaust System Co. Ltd.
	  	 Industrial And Commercial Bank of China Chongqing Branch New Northern Zone Department
	  	RMB	  	 	30,000,000	  	  	 	4,767,762.00	  	  	 L/C & Bankers acceptance

								
	 107
	  	 Brazil
	  	 Tenneco Automotive Brasil Ltda
	  	 Bradesco
	  	BRL	  	 	12,000,000.00	  	  	 	7,009,755.60	  	  	 Working Capital / FX

								
	 108
	  	 Brazil
	  	 Tenneco Automotive Brasil Ltda
	  	 Banco de Brasil
	  	BRL	  	 	10,000,000.00	  	  	 	5,841,463.00	  	  	 Overdraft / FX

								
	 109
	  	 Brazil
	  	 Tenneco Automotive Brasil Ltda
	  	 HSBC
	  	BRL	  	 	10,000,000.00	  	  	 	5,841,463.00	  	  	 Overdraft / FX

								
	 110
	  	 Brazil
	  	 Tenneco Automotive Brasil Ltda
	  	 Itau
	  	BRL	  	 	5,000,000.00	  	  	 	2,920,731.50	  	  	 Working Capital / FX

								
	 111
	  	 Brazil
	  	 Tenneco Automotive Brasil Ltda
	  	 Safra
	  	BRL	  	 	14,500,000.00	  	  	 	8,470,121.35	  	  	 Overdraft / FX

								
	 112
	  	 Thailand
	  	 Tenneco Automotive (Thailand) Limited
	  	 Thanachart Bank
	  	THB	  	 	2,211,448.60	  	  	 	72,357.05	  	  	 Capital Lease


 CURRENT USD EQUIVALENT TOTAL: $1,014,112,201.89 








					
	 Exchange Rates Used to Calculate “CURRENT USD EQUIVALENT”
	 
	 ARS
	  	 	0.229951	  
	 AUD
	  	 	1.070515	  
	 CZK
	  	 	0.053260	  
	 DKK
	  	 	0.178142	  
	 EUR
	  	 	1.324381	  
	 GBP
	  	 	1.582379	  
	 HKD
	  	 	0.128955	  
	 INR
	  	 	0.020225	  
	 JPY
	  	 	0.012546	  
	 KRW
	  	 	0.000890	  
	 PLN
	  	 	0.317411	  
	 RMB
	  	 	0.158925	  
	 SEK
	  	 	0.150363	  
	 TRY
	  	 	0.573174	  
	 USD
	  	 	1.000000	  
	 ZAR
	  	 	0.130064	  
	 THB
	  	 	0.032719	  
	 BRL
	  	 	0.584146	  








 SCHEDULE 7.3(f) 

LIENS 
  

	1.	Any Lien identified on Schedule 7.3(f) to the Existing Credit Agreement, to the extent such Lien is continuing as of the Closing Date. 


 

	2.	Any right of set-off, right to preferential payment or other encumbrance on deposits or other assets in the bank’s possession from time to time, in respect of any
of the Indebtedness (or any extensions or refinancings thereof that do not increase the aggregate amount of available borrowings) identified on Schedule 7.2(d) (which may or may not constitute a lien under applicable law). Any other Lien in respect
of any of the Indebtedness (or any extensions or refinancings thereof that do not increase the aggregate amount of available borrowings) identified on Schedule 7.2(d). 








 SCHEDULE 7.3(m) 

EXISTING RECEIVABLES FINANCING 
 Each of the following Permitted Receivables Financings: 
  

															
	 Entity
	  	 Bank
	  	Currency	 	  	Facility
Amount	 	  	USD
Equivalent	 
					
	 Tenneco Automotive Iberica, S.A.
	  	 Santander Factoring y

Confirming, S.A. E.F.C.
	  	 	Euro	  	  	 	13,660,000	  	  	$	18,037,528	  
					
	 Tenneco Automotive Iberica, S.A.
	  	 Banco Bilbao Vizcaya

Argentaria S.A.
	  	 	Euro	  	  	 	18,900,000	  	  	$	24,956,755	  
					
	 Tenneco Automotive Portugal

Componentes Para Automovel Ltda.
	  	Caixa Geral Depositos	  	 	Euro	  	  	 	6,000,000	  	  	$	7,922,779	  
					
	 Wimetal S.A.S.
	  	BNP Paribas Factor	  	 	Euro	  	  	 	16,000,000	  	  	$	21,127,411	  
					
	 Tenneco Automotive Europe BVBA
	  	Dexia Factors	  	 	Euro	  	  	 	28,000,000	  	  	$	36,972,970	  
					
	 Heinrich Gillet GmbH

Gillet - Abgassysteme Zwickau GmbH

Tenneco Automotive Deutschland GmbH
	  	Commerzbank	  	 	Euro	  	  	 	50,000,000	  	  	$	66,023,161	  
					
	 Monroe Czechia s.r.o.
	  	The Royal Bank of Scotland	  	 	Euro	  	  	 	10,000,000	  	  	$	13,204,632	  
					
	 Tenneco Automotive RSA Company
	  	 JPMorgan Chase
 Scotia
Bank
 Wells Fargo Bank
 (First
Lien)
	  	 	USD	  	  	 	110,000,000	  	  	$	110,000,000	  
					
	 Tenneco Automotive RSA Company
	  	 Wells Fargo Bank
 (Second
Lien)
	  	 	USD	  	  	 	40,000,000	  	  	$	40,000,000	  
		  		  				  				  	  
	  
	 
					
		  		  				  	 	TOTAL	  	  	$	338,245,236	  
		  		  				  				  	  
	  
	 








 SCHEDULE 7.5 
 DISPOSITIONS 
 None 







 SCHEDULE 7.8(h) 

PERMITTED INVESTMENTS 
  

	1.	Existing Investments by the Borrower and its Subsidiaries in Subsidiaries and Joint Ventures. 


 

	2.	Note receivable from MLB Ltd. held by Barasset Corp. (a subsidiary of The Pullman Company) as of the date hereof, plus any extensions or refinancings thereof that do
not increase the principal amount due thereunder. 








 Exhibit A 
 GUARANTEE AND COLLATERAL AGREEMENT 
 See Exhibit 4.2 to this filing. 







 EXHIBIT B 
 TO THE CREDIT AGREEMENT 
 FORM OF 

COMPLIANCE CERTIFICATE 
 [For the Fiscal Quarter ending         ] 

[For the Fiscal Year ending         ] 

Pursuant to Section 6.2(b) of the Third Amended and Restated Credit Agreement, dated as of March 22, 2012 (amending and
restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003 and March 16, 2007, as further amended, the “Credit Agreement”; terms defined therein being used herein as
therein defined unless otherwise defined), among TENNECO INC., the lenders parties thereto (the “Lenders”), the Syndication Agent and the Co-Documentation Agents parties thereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent, the undersigned, duly elected, qualified and acting Responsible Officer of the Borrower hereby certifies that, to the best of such Responsible Officer’s knowledge: 
 The Borrower and each other Loan Party has, during the period or periods referred to above, observed or performed all of its covenants and other agreements, and satisfied every condition, contained in the
Credit Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it on or before the date hereof, and as of the date hereof such Responsible Officer has obtained no knowledge of any Default or Event of
Default except as follows:                     . 
 The financial statements referred to in Section 6.1 of the Credit Agreement which have been delivered concurrently with the delivery of this Compliance Certificate fairly present in all material
respects the consolidated financial position of the Borrower and its consolidated Subsidiaries as at the date of such financial statements, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter
then ended (subject to normal year-end audit adjustments in the case of quarterly financial statements). Such financial statements have been prepared in accordance with GAAP applied consistently throughout the period involved and with prior periods
(except as approved by a Responsible Officer and disclosed therein). 
 The covenants as listed and calculated below are based on the financial
statements referred to in Section 6.1 of the Credit Agreement which are delivered concurrently with the delivery of this Compliance Certificate. 








			
	 1.      Consolidated Net Leverage Ratio1 (Section 7.1(a))
	  	
		
	 The ratio of
	  	
		
	 (i)     The result of (x) Consolidated Total Debt plus (to the extent not included in Consolidated
Total Debt) the Domestic Receivables Program Amount [add in any amounts under European receivables program that are recharacterized as debt.] on such day less (y) the aggregate amount of unrestricted cash and cash equivalents of the
Borrower and its Subsidiaries in excess of $50,000,000 (such excess amount not to exceed $150,000,000) as of such day
	  	$            
	 to
	  	
		
	 (ii)    Consolidated EBITDA for the period of four consecutive fiscal quarters
	  	$            
		
	 Ratio:
	  	
		
	 (must not be greater than 3.50 to 1.00)
	  	
		
	 2.      Consolidated Interest Coverage Ratio (Section 7.1(b))
	  	
		
	 The ratio of
	  	
		
	 (i)     Consolidated EBITDA for the period of four consecutive fiscal quarters
	  	$            
		
	 to
	  	
		
	 (ii)    Consolidated Interest Expense for such period
	  	$            
		
	 Ratio:
	  	
		
	 (must not be less than [see appropriate period in Section 7.1(b)])
	  	
		
	 3.      Limitation on Indebtedness (Section 7.2)
	  	
		
	 (a) Aggregate amount of Guarantee Obligations incurred in the ordinary course of business by the Borrower and its Subsidiaries of obligations of any
Subsidiary not otherwise permitted under the Credit Agreement in an aggregate amount not to exceed $100,000,000
	  	$            

  

	1	 See Schedule 1 for calculations. 



  
 2 









					
	 (b) Aggregate amount of Indebtedness of the Borrower and its Subsidiaries, including Capital Lease Obligations, permitted by Section 7.2(e) of the
Credit Agreement, in an amount not to exceed $75,000,000
	  	 	$            	  
		
	 (c) Aggregate amount of Indebtedness of Foreign Subsidiaries under lines of credit in an amount not to exceed the local currency equivalent of
(i) $100,000,000 if the Consolidated Net Leverage Ratio (calculated after giving effect to the incurrence of such Indebtedness) is equal to or greater than 3.0 to 1.0 as of the last day of the most recently ended fiscal quarter, or
(ii) $150,000,000 at any time if the Consolidated Net Leverage Ratio (calculated after giving effect to the incurrence of such Indebtedness) is less than 3.0 to 1.0 as of the last day of the most recently ended fiscal quarter
	  	 	$            	  
		
	 (d) Aggregate amount of additional Indebtedness of the Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed
$100,000,000
	  	 	$            	  
		
	 (e) Aggregate amount of additional unsecured Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed local currency
equivalent of €225,000,000 to the extent the proceeds are used in accordance with Section 7.2(n)
	  	 	$            	  
		
	 4.      Limitation on Liens (Section 7.3)
	  			
		
	 (a) Aggregate amount of Liens consisting of judgment or judicial attachment Liens and Liens securing contingent obligations on appeal and other bonds
in connection with court proceedings or judgments not to exceed $50,000,000 at any time outstanding
	  	 	$            	  
		
	 (b) Aggregate amount of additional Liens with (i) an aggregate outstanding principal amount or (ii) an aggregate fair market value
(determined as of the date such Lien is incurred) of the assets subject thereto not to exceed $75,000,000 at any one time
	  	 	$            	  
		
	 (c) Aggregate amount of Liens on cash collateral securing obligations to issuing banks in respect of banker’s acceptances issued through joint
ventures of the Borrower and its Subsidiaries in the People’s Republic of China not to exceed $25,000,000
	  	 	$            	  
		
	 5.      Dispositions of Property (Section 7.5)
	  			
		
	 (a) Dispositions pursuant to Section 7.5(h) of the Credit Agreement so long as the fair market value of such disposed property does not exceed
$             (i.e., 30% of Consolidated Total Assets of the Borrower on the Closing Date ($            ) plus the proceeds of
any Reinvestment Deferred Amount reinvested in the business of the Borrower and its Subsidiaries after the Closing Date ($            ) )
	  	 	$            	  


  
 3 









					
	 6.      Restricted Payments (Section 7.6)
	  			
		
	 (a) Aggregate amount of purchases by the Borrower of the Borrower’s common stock or common stock options from present or former officers or
employees of the Borrower pursuant to Section 7.6(b) not to exceed $1,000,000
	  	 	$            	  
		
	 (b) Restricted Payments made pursuant to Section 7.6(c) of the Credit Agreement so long as the aggregate amount of payments made after the
Closing Date does not exceed $50,000,000 in any fiscal year, and, if the Consolidated Leverage Ratio would be less than 2.5 to 1.0, so long as the aggregate amount of payments made after the Closing Date does not exceed $150,000,000 plus 50% of
Consolidated Net Income accruing from the Closing Date
	  	 	$            	  
		
	 7.      Investments (Section 7.8)
	  			
		
	 (a) Aggregate amount of loans and advances to employees of the Borrower or any of its Subsidiaries as described in Section 7.8(d) of the Credit
Agreement (not to exceed $10,000,000 at any one time outstanding)
	  	 	$            	  
		
	 (b) Aggregate amount of investments in Joint Ventures as described in Section 7.8(g) of the Credit Agreement (not to exceed $125,000,000 during
any fiscal year, plus any amount carried over from previous fiscal years in accordance with Section 7.8(g))
	  	 	$            	  
		
	 (c) Aggregate amount of other Investments not otherwise permitted by Section 7.8 of the Credit Agreement so long as the aggregate amount expended
in connection therewith does not exceed $100,000,000 (valued at cost)
	  	 	$            	  


  
 4 








 IN WITNESS WHEREOF, I have hereto set my name in my capacity as an officer of the Borrower.

 Dated: 
  

			
	By:	 	  

	Name:
	Title: [Responsible Officer of the Borrower]









 Schedule 1 to  
 Compliance Certificate 
 Calculations 

 

					
	 Consolidated Total Debt: for the Borrower and its Subsidiaries as of any date, without duplication, shall be:
	  			
		
	 the sum of
	  			
		
	 (a) all indebtedness for borrowed money,
	  	$	            	  
		
	 (b) all obligations for the deferred purchase price of property or services (other than any such obligations incurred in the ordinary course of
business maturing less than one year from the creation thereof),
	  	$	 	  
		
	 (c) all obligations evidenced by notes, bonds, debentures or other similar instruments (other than an operating lease, synthetic lease or similar
arrangement),
	  	$	 	  
		
	 (d) all unpaid reimbursement obligations in respect of drawings under letters of credit,
	  	$	 	  
		
	 (e) all obligations of the kind referred to in clauses (a) through (d) above secured by (or for which the holder of such obligation has an
existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by any such Person, whether or not such Person has assumed or become liable for the payment of such
obligation.
	  	$	 	  
		
	 minus any New Indebtedness incurred to refinance Existing Indebtedness to the extent (i) such Existing Indebtedness shall still be
outstanding as of the calculation date and shall have been counted for purposes of calculating the Consolidated Net Leverage Ratio, (ii) the Borrower shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or
shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay the Existing Indebtedness within sixty (60) days after the incurrence thereof.
	  	$	 	  
		
	CONSOLIDATED TOTAL DEBT	  	$	 	  
		
	 Consolidated EBITDA: for any period with respect to the Borrower and its Subsidiaries:
	  			
		
	 Consolidated Net Income for such period
	  	$	 	  
		
	 plus the sum of (without duplication and to the extent reflected as a charge in the statement of Consolidated Net Income for such
period)
	  			
		
	 (a) total income tax expense,
	  	$	 	  
		
	 (b) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness,
	  	$	 	  
		
	 (c) depreciation and amortization expense,
	  	$	 	  
		
	 (d) amortization of intangibles and organization costs,
	  	$	 	  
		
	 (e) any extraordinary, unusual or non-recurring non-cash expenses or losses,
	  	$	 	  









					
	 (f) all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes, and
	  	$	            	  
		
	 (g) other noncash charges
	  	$	 	  
		
	The sum of (a) through
(g)                        	  	$	 	  
		
	 minus the sum of (without duplication and to the extent included in the statement of Consolidated Net Income for such period)
	  			
		
	 (a) interest income
	  	$	 	  
		
	 (b) any extraordinary, unusual or non-recurring non-cash income or gains, and
	  	$	 	  
		
	 (c) other noncash income, all as determined on a consolidated basis in accordance with GAAP.
	  	$	 	  
		
	The sum of (a) through
(c)                        	  	$	 	  
		
	CONSOLIDATED EBITDA	  	$	 	  
		
	 Consolidated Interest Expense: for any period, the sum of:
	  			
		
	 (a) total interest expense determined in accordance with GAAP (excluding (i) all premiums and interest rate hedge termination costs in connection
with any purchase or redemption of the Unsecured Notes, (ii) upfront fees paid in connection with the Credit Agreement, and (iii) any writeoff of unamortized debt issuance costs upon any prepayment of the Unsecured Notes), net of interest
income.
	  	$	 	  
		
	CONSOLIDATED INTEREST EXPENSE	  	$	 	  








 EXHIBIT C 
 TO THE CREDIT AGREEMENT 
 FORM OF 

CLOSING CERTIFICATE 
 [NAME OF LOAN PARTY] 

            , 20     

I,                     , the
[President/Vice President/Chief Financial Officer] of [NAME OF LOAN PARTY], a corporation organized under the laws of the State of
                     (the “Company”), do hereby certify on behalf of the Company that: 

1. This Closing Certificate (this “Certificate”) is furnished pursuant to the Third Amended and Restated Credit
Agreement dated as March 22, 2012 (“Closing Date”) among the Company, the lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (such Third Amended and Restated Credit Agreement, as in effect on the
date of this Certificate, being called the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the respective meanings set forth in the Credit Agreement. 

2. The individuals named on Exhibit A are elected or appointed officers of the Company, and each holds the office of the Company
set forth opposite his or her name and has held such office since at least [the Closing Date/the date hereof]. The signature written opposite the name and title of each such officer is his or her genuine signature. 

3. [The Certificate of Incorporation previously delivered to the Administrative Agent on March 16, 2007 remains in full force and
effect on this date. No action has been taken by the Board of Directors or, to my knowledge, the stockholders of the Company for the purpose of effecting any further amendment to or modification of such Certificate of Incorporation.]1 [Attached hereto as Exhibit B is a certified copy of the
Certificate of Incorporation of the Company, as filed in the Office of the Secretary of State of the State of                      on
            , 20    , together with all amendments thereto adopted through the date hereof.]2 The Certificate of Incorporation [previously delivered to the Administrative Agent on March 16, 2007 remains] [is]
in full force and effect on this date. No action has been taken by the Board of Directors or, to my knowledge, the stockholders of the Company for the purpose of effecting any further amendment to or modification of such Certificate of
Incorporation. 
  

	1 	For use by Loan Parties that are party to the Credit Agreement as of the Closing Date and for which the Certificate of Incorporation has not changed since it was last
delivered in connection with the Second Amended and Restated Credit Agreement. 


	2 	For use by (i) Loan Parties that are party to the Credit Agreement as of the Closing Date and for which the Certificate of Incorporation has changed since it was
last delivered in connection with the Second Amended and Restated Credit Agreement or (ii) any new Subsidiary that becomes a party to the Guarantee and Collateral Agreement pursuant to Section 6.9(c) of the Credit Agreement.









 4. [The By-laws of the Company previously delivered to the Administrative Agent on
March 16, 2007 remain in full force and effect on this date.]3 [A true and correct copy of the By-laws of the Company is attached as Exhibit [    ]. Such By-laws have been duly adopted and are in full force and effect on the [Closing Date]
[date hereof].]4 

5. [As of the Closing Date] [On the date hereof], no proceedings with regard to the consolidation, sale of all or substantially all of
the assets and business, liquidation, or dissolution of the Company are pending nor has the Board of Directors or, to my knowledge, the stockholders of the Company taken any steps to authorize or institute any of the foregoing. 

6. True and correct copies of resolutions duly adopted by the Board of Directors of the Company on
            , 20    , [at a meeting at which a quorum was present and acting throughout] [by unanimous written consent of the Board of Directors of the Company], and
resolutions duly adopted by the Finance Committee of the Company’s Board of Directors as of             , 20     are attached as Exhibit
[    ] (the “Corporate Authorizations”). Such Corporate Authorizations constitute the only actions taken by the Company’s Board of Directors or any committee thereof relating to the execution, delivery
or performance of the Loan Documents, have not been amended, modified or rescinded and are in full force and effect on the Closing Date. 
 7. [On the Closing Date, all of the conditions set forth in Section 5.1 (other than Section 5.1g(ii)) of the Credit Agreement have been satisfied or waived in accordance with the
Credit Agreement.]5 

8. [On the Closing Date] [On the date hereof], the representations and warranties of the Company set forth in the Credit Agreement are
true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except to the extent any such representation and warranty expressly relates to an earlier date,
in which case it was true and correct in all material respects as of such earlier date). 
 9. [On the Closing Date] [On the
date hereof], no Default has occurred and is continuing or would result from any Borrowing to occur [on the Closing Date] [on the date hereof] or the application of the proceeds thereof, as applicable. 

[Remainder of page left intentionally blank] 

 

	3 	For use by Loan Parties that are party to the Credit Agreement as of the Closing Date and for which the By-laws have not changed since they were last delivered in
connection with the Second Amended and Restated Credit Agreement. 


	4 	For use by (i) Loan Parties that are party to the Credit Agreement as of the Closing Date and for which the By-laws have changed since they were last delivered in connection with the Second Amended
and Restated Credit Agreement or (ii) any new Subsidiary that becomes a party to the Guarantee and Collateral Agreement pursuant to Section 6.9(c) of the Credit Agreement. 


	5 	For use by Loan Parties that are party to the Credit Agreement as of the Closing Date. 








 IN WITNESS WHEREOF, I have hereunto signed my name as of the date first above written.

  

			
	[NAME OF LOAN PARTY]
		
	By:	 	  

	Name:	 	
	Title:	 	


 I,
                    , do hereby certify that: 
 1. I am the duly elected, qualified and acting [Secretary/Assistant Secretary] of [NAME OF LOAN PARTY] (the “Company”). 

2. [Name of Person making above certifications] is the duly elected, qualified and acting [President/Vice President/Chief Financial
Officer] of the Company, and the signature appearing above is such person’s true and genuine signature. 
 3. On behalf of
the Company, I certify that the certifications made by [Name of Person making above certifications] above are true and correct. 

IN WITNESS WHEREOF, I have hereunto signed my name as of the date first above written. 

 

			
	[NAME OF LOAN PARTY]
		
	By:	 	  

	Name:	 	
	Title:	 	









 EXHIBIT A 

 

					
	NAME	  	TITLE	 	SIGNATURE
			
	[NAME OF OFFICER]	  	 [TITLE OF OFFICER]

 
	 	  

	[NAME OF OFFICER]	  	 [TITLE OF OFFICER]

 
	 	  

	[NAME OF OFFICER]	  	 [TITLE OF OFFICER]

 
	 	  

	[NAME OF OFFICER]	  	 [TITLE OF OFFICER]

 
	 	  

	[NAME OF OFFICER]	  	 [TITLE OF OFFICER]

 
	 	  









 [EXHIBIT B 
 CERTIFICATE OF INCORPORATION] 







 [EXHIBIT [    ] 

BY-LAWS] 







 EXHIBIT [    ] 

CORPORATE AUTHORIZATIONS 







 EXHIBIT D 
 TO THE CREDIT AGREEMENT 
 Reference is made to Exhibit D to the Existing Credit
Agreement 







 EXHIBIT E 
 TO THE CREDIT AGREEMENT 
 FORM OF 

ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the
“Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the
“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such
facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor. 
  

							
	1.	  	Assignor:	  	  
	  	
				
	2.	  	Assignee:	  	  
	  	
		  		  	[and is a Lender Affiliate of [identify Lender]]
			
	3.	  	Borrower:	  	Tenneco Inc.
			
	4.	  	Agent:	  	JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement









							
	5.	  	Credit Agreement:	  	The Third Amended and Restated Credit Agreement dated as of March 22, 2012 among Tenneco Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent
			
	6.	  	Assigned Interest:	  	

  

													
	Facility Assigned1	  	Aggregate Amount 
of
Commitment/Loans
for all Lenders	 	  	Amount of
Commitment/Loans
Assigned	 	  	Percentage 
Assigned
of
Commitment/Loans2	 
		  	$	            	  	  	$	            	  	  	 	            	% 
		  	$	 	  	  	$	 	  	  	 	            	% 
		  	$	 	  	  	$	 	  	  	 	            	% 

 Effective Date:             , 20     [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The Assignee
agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the
Borrower and its Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

  

	1 	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Tranche A Term
Commitment,” “Revolving Commitment” or “Swingline Commitment”). 


	2 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 


  
 2 








 The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR
	
	  

	NAME OF ASSIGNOR
		
	By:	 	  

	 Title:

	
	ASSIGNEE
	
	  

	NAME OF ASSIGNEE
		
	By:	 	  

	 Title:




  
 3 








 Consented to and Accepted:1 
  

			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:	 	  

		 	Title:
	
	[JPMORGAN CHASE BANK, N.A.], as Issuing Lender
		
	By:	 	  

		 	Title:
	
	[JPMORGAN CHASE BANK, N.A.]2, as Swingline Lender
		
	By:	 	  

		 	Title:
	
	Consented to:3
	
	TENNECO INC.
		
	By	 	  

		 	Title:

  

	1 	 To be added only if the consent of the Administrative Agent, Issuing Lender and/or Swingline Lender is required by the terms of the Credit Agreement.




	2 	 JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacity as the lender of U.S. Swingline Loans, or JPMorgan Chase Bank, N.A., London
Branch, an affiliate of JPMCB, in its capacity as the lender of U.K. Swingline Loans. 



	3 	 Consent of the Borrower required pursuant to Section 10.6(c) of the Credit Agreement. The Borrower shall be deemed to have consented to the
transfer contemplated hereby if it does not object within five Business Days after receipt of written notice
thereof. 



  
 4 








 ANNEX 1 
 to Assignment and Assumption 
 The Third Amended and Restated Credit Agreement
dated as of March 22, 2012 among Tenneco 
 Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 
 1. Representations and Warranties. 

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and
to consummate the transactions contemplated hereby and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the
Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 6.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it
has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender. 

  
 5 








 2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have
accrued from and after the Effective Date. 
 3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York. 

  
 6 








 EXHIBIT F-1 
 [FORM OF] 
 U.S. TAX EXEMPTION CERTIFICATE 

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Third Amended and Restated Credit Agreement, dated as of March 22, 2012, amending and restating the
Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003 and March 16, 2007, as further amended, (as further amended, modified and supplemented from time to time, the “Credit
Agreement”), among Tenneco Inc. (the “Borrower”), the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”). 
 Pursuant to the provisions of Section 2.21 of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower
with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower
and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is
to be made to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	  

		 	Name:
		 	Title:

 Date:              , 20[    ] 







 [FORM OF] 
 U.S. TAX EXEMPTION CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes) 
 Third Amended and Restated Credit Agreement, dated as of March 22, 2012, amending
and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003 and March 16, 2007, as further amended, (as further amended, modified and supplemented from time to time, the
“Credit Agreement”), among Tenneco Inc. (the “Borrower”), the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “Administrative Agent”). 
 Pursuant to the provisions of Section 2.21 of the Credit
Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of
Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its participating Lender with a certificate
of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and
(2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	  

		 	Name:
		 	Title:

 Date:              , 20[    ] 







 [FORM OF] 
 U.S. TAX EXEMPTION CERTIFICATE 
 (For Foreign Participants That Are Partnerships For
U.S. Federal Income Tax Purposes) 
 Reference is hereby made to the Third Amended and Restated Credit Agreement, dated as of
March 22, 2012, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003 and March 16, 2007, as further amended, (as further amended, modified and supplemented from
time to time, the “Credit Agreement”), among Tenneco Inc. (the “Borrower”), the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”). 
 Pursuant to the provisions of Section 2.21 of the
Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or
business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and
(v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption:
(i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	
		 	Name:
		 	Title:

 Date:              , 20[    ] 







 [FORM OF] 
 U.S. TAX EXEMPTION CERTIFICATE 
 (For Non-U.S. Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes) 
 Reference is hereby made to the Third Amended and Restated Credit Agreement, dated as of
March 22, 2012, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003 and March 16, 2007, as further amended, (as further amended, modified and supplemented from
time to time, the “Credit Agreement”), among Tenneco Inc. (the “Borrower”), the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”). 
 Pursuant to the provisions of Section 2.21 of the
Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the
undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,
(iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the
Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	
		 	Name:
		 	Title:

 Date:              , 20[    ] 

  
 2