exv4w1






SIXTH AMENDMENT




     SIXTH
AMENDMENT, dated as of November 15, 2010 (this “Amendment”), under the Second
Amended and Restated Credit Agreement, dated as of March 16, 2007 (as amended and waived by the
Amendment and Waiver dated as of July 23, 2007, the Second Amendment dated as of November 26, 2007,
the Third Amendment dated as of December 23, 2008, the Fourth Amendment dated as of February 19,
2009 and the Fifth Amendment dated as of June 3, 2010 and as further amended, supplemented, or
otherwise modified from time to time, the “Credit Agreement”), among TENNECO INC., a
Delaware corporation (the “Borrower”), the several lenders from time to time parties
thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association, as
administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and
the other financial institutions named therein as agents for the Lenders.



W I T N E S S E T H:




     WHEREAS, the Borrower has requested an amendment under the Credit
Agreement; and



     WHEREAS, the Required Lenders and the Administrative Agent are willing to agree to such amendment
of the Credit Agreement, subject to the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the
Borrower, the Required Lenders and the Administrative Agent hereby agree as follows:



     1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in
the Credit Agreement, as amended hereby, are used herein as therein defined.



     2. Amendments to Definitions. (a) The definition of “Senior Unsecured Notes” is hereby
amended by adding the following sentence at the end thereof: “Upon the issuance of any New
Unsecured Indebtedness permitted by clause (ii) of Section 7.2(p), such New Unsecured Indebtedness
shall be deemed to be Senior Unsecured Notes (in addition to any other Senior Unsecured Notes that
are then outstanding).”



     (b) The definition of “Senior Unsecured Note Indenture” is hereby amended by adding the following
sentence at the end thereof: “Upon the issuance of any New Unsecured Indebtedness permitted by
clause (ii) of Section 7.2(p), the indenture or similar agreement pursuant to which such New
Unsecured Indebtedness is issued shall be deemed to be a Senior Unsecured Note Indenture (in
addition to any other indenture or similar agreement for Senior Unsecured Notes then outstanding);
provided, however, that the provisions of Section 7.9(c) shall not apply to such indenture or
similar agreement pursuant to which such New Unsecured Indebtedness is issued.”



 









 





     3. Amendments to Section 7.2 (Indebtedness). Section 7.2 of the Credit Agreement is hereby
amended by deleting from paragraph (p) the phrase “and (ii)” and substituting therefor the
following:




(ii) unsecured Indebtedness of the Borrower and guarantees thereof by Subsidiary Guarantors
incurred only for the purpose of refinancing the Senior Subordinated Notes as permitted by the last
paragraph of Section 7.9 as long as such unsecured Indebtedness and guarantees comply with the
conditions set forth in clauses (c)(i), (iii), (iv) and (v) of the definition of “Permitted
Refinancing Indebtedness” and (iii)



     4. Amendment to Section 7.9 (Optional Payments and Modifications of Senior Subordinated
Notes). Section 7.9 of the Credit Agreement is hereby amended by adding the following paragraph
at the end thereof:




In addition, the Borrower may repay, prepay, repurchase, redeem or defease the
Senior Subordinated Notes from the Net Cash Proceeds of New Unsecured
Indebtedness permitted by clause (ii) of Section 7.2(p) as long as the Net Cash
Proceeds of such New Unsecured Indebtedness do not exceed $500,000,000
except, that the Borrower may pay any related premiums with either such Net
Cash Proceeds or with other funds.



     5. Representations and Warranties. The Borrower hereby confirms that the representations
and warranties set forth in Section 4 of the Credit Agreement, as amended by this Amendment, are
true and correct in all material respects as if made as of the Sixth Amendment Effective Date
(except such representations and warranties as are made as of a particular date, which such
representations and warranties shall be true and correct in all material respects as if made as of
such date). The Borrower represents and warrants that, after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing.



     6. Effectiveness. This Amendment shall become effective as of the date set forth above (the
“Sixth Amendment Effective Date”) on the date on which the Administrative Agent shall have
received this Amendment executed and delivered by the Administrative Agent, the Borrower and the
Required Lenders (or, in the case of any Lender, a lender addendum or joinder agreement in a form
specified by the Administrative Agent) and acknowledged by the Loan Parties.



     7. Continuing Effect of the Credit Agreement. This Amendment shall not constitute an
amendment or waiver of any provision of the Credit Agreement not expressly referred to
herein and shall not be construed as a waiver or consent to any further or future action on the
part of the Borrower that would require a waiver or consent of the Lenders and the Administrative
Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect.



     8. Counterparts. This Amendment may be executed by the parties hereto in any number of
separate counterparts (including telecopied counterparts), each of which shall be



2









 




deemed to be an original, and all of which taken together shall be deemed to constitute one and the
same instrument.




     9. GOVERNING LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



3









 





     IN
WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed and delivered
by their respective 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:  	V. P. Treasurer & Tax 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as

Administrative Agent and as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 




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



	 	 	 	 	 
	 	TENNECO INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as

Administrative Agent and as a Lender

 	 
	 	By:  	/s/ Richard W. Duker
 	 
	 	 	Name:  	Richard W. Duker 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007



___BALLANTYNE FUNDING LLC______

                 [LENDER]

 	 
	 	By:  	/s/ Stacy Lai
 	 
	 	 	Name:  	Stacy Lai 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15, 

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16, 

2007



Bank of America, N.A.

 	 
	 	By:  	/s/ L. Dustin Vincent
 	 
	 	 	Name:  	L. Dustin Vincent 	 
	 	 	Title:  	Senior Vice President 	 
	 




 











 





	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16, 2007



THE BANK OF NEW YORK MELLON

 	 
	 	By:  	/s/ John T. Smathers
 	 
	 	 	Name:  	John T. Smathers 	 
	 	 	Title:  	First Vice President 	 



 









 





	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16, 2007



THE BANK OF NOVA SCOTIA

[LENDER]

 	 
	 	By:  	/s/ J.F. Todd
 	 
	 	 	Name:  	J.F. Todd 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16, 2007



Blue Shield of California

 	 
	 	By:  	/s/ Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16, 2007



BNP Paribas

 	 
	 	By:  	/s/ Mike Shryock
 	 
	 	 	Name:  	Mike Shryock 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	By:  	/s/ Michael Pearce
 	 
	 	 	Name:  	Michael Pearce 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16, 2007



CAPITAL ONE LEVERAGE FINANCE

CORPORATION, as LENDER

 	 
	 	By:  	/s/ Ron Walker
 	 
	 	 	Name:  	Ron Walker 	 
	 	 	Title:  	SVP 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16, 2007



Del Mar CLO I, Ltd.

By Caywood-Scholl Capital Management, LLC

As Collateral Manager

 	 
	 	By:  	/s/ Tom Saake
 	 
	 	 	Name:  	Tom Saake 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of  November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, date as of March 16, 2007



Citicorp North America, Inc.

[LENDER)

 	 
	 	By:  	/s/ Leon Hen-Tov
 	 
	 	 	Name:  	Leon Hen-Tov 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 18,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement. dated as of March 16, 2007



COMMERZBANK AG, NEW YORK AND

GRAND CAYMAN BRANCHES

 	 
	 	By:  	/s/ Patrick Hartweger
 	 
	 	 	Name:  	Patrick Hartweger 	 
	 	 	Title:  	Senior Relationship Manager 	 



	 	 	 	 	 
	 	By:  	/s/ Peter Wesemeier
 	 
	 	 	Name:  	Peter Wesemeier 	 
	 	 	Title:  	Relationship Manager 	 



 









 






	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16, 2007



DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/ Erin Morrissey
 	 
	 	 	Name:  	Erin Morrissey 	 
	 	 	Title:	Vice President 	 



	 	 	 	 	 
	 	By:  	/s/ Enrique Landaeta
 	 
	 	 	Name:  	Enrique Landaeta 	 
	 	 	Title:  	Vice President 	 
	 




 











 





	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007





Fidelity Advisor Series I: Fidelity Advisor Floating

Rate High Income Fund

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	 	Name:  	Jeffrey Christian 	 
	 	 	Title:  	Deputy Treasurer 	 



 









 






	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of
November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16, 2007





Fifth Third Bank

      [LENDER]

 	 
	 	By:  	/s/ Joseph A. Wemhoff
 	 
	 	 	Name:  	Joseph A. Wemhoff 	 
	 	 	Title:  	Vice President 	 



  









 





	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007




Franklin CLO V, Limited

 	 
	 	By:  	/s/ Guang Alex Yu
 	 
	 	 	Name: 	 Guang Alex Yu, Franklin Advisers, Inc. as Collateral Manager 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007



Franklin CLO VI, Limited

 	 
	 	By:  	/s/ Guang Alex Yu
 	 
	 	 	Name: Guang Alex Yu, Franklin Advisers, Inc.

           as Collateral Manager 	 
	 	 	Title:  	Authorized Signatory 	 



 









 





	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007



Franklin Floating Rate Daily Access Fund

 	 
	 	By:  	/s/ Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 



 









 







	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007



Franklin Floating Rate Master Series

 	 
	 	By:  	/s/ Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 



 









 





	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007




Franklin Templeton Limited Duration Income Trust

 	 
	 	By:  	/s/ Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007



Franklin Templeton Series II Funds Franklin

Floating Rate II Fund

 	 
	 	By:  	/s/ Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 
	 




 











 





	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007





GENERAL ELECTRIC CAPITAL CORPORATION

 	 
	 	By:  	/s/ James M. Cunningham
 	 
	 	 	Name:  	James M. Cunningham 	 
	 	 	Title:  	Duly Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007





MORGAN STANLEY BANK, N.A.

 	 
	 	By:  	/s/ Scott Taylor
 	 
	 	 	Name:  	Scott Taylor 	 
	 	 	Title:  	Authorized Signatory 	 



 









 





	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007



PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Marc C. Van Horn
 	 
	 	 	Name:  	Marc C. Van Horn 	 
	 	 	Title:  	Assistant Vice President 	 



 









 







	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007

 	 
	 	 	  	 
	 	PUTNAM FLOATING RATE INCOME FUND 	 	 
	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	See next page 	 
	 	 	Title:  	 	 
	 




 











 





	 	 	 	 	 
	 	PUTNAM FLOATING RATE INCOME FUND

 	 
	 	By:  	/s/ Beth Mazor
 	 
	 	 	Beth Mazor 	 
	 	 	Title:  	V.P. 	 



 









 







	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15, 2010 to

the Tenneco Inc. Second Amended and Restated Credit

Agreement, dated as of March 16, 2007

 	 
	 	RIDGEWORTH FUNDS — SEIX FLOATING RATE

HIGH INCOME FUND
 	 
	 	By:  	Seix Investment Advisors LLC, as Sub-Adviser
 	 
	 
	 	ROCHDALE FIXED INCOME OPPORTUNITIES

PORTFOLIO
 	 
	 	By:  	Seix Investment Advisors LLC, as Sub-Adviser
 	 
	 
	 	RIDGEWORTH FUNDS — TOTAL RETURN BOND

FUND
 	 
	 	By:  	Seix Investment Advisors LLC, as Sub-Adviser
 	 
	 
	 	RIDGEWORTH FUNDS — INTERMEDIATE BOND

FUND
 	 
	 	By:  	Seix Investment Advisors LLC, as Sub-Adviser
 	 
	 
	 	RIDGEWORTH FUNDS — INVESTMENT GRADE

BOND FUND
 	 
	 	By:  	Seix Investment Advisors LLC, as Sub-Adviser
 	 
	 
	 	By:  	/s/ George Goudelias
 	 
	 	 	Name:  	George Goudelias 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007

 	 
	 	The Royal Bank of Scotland plc

 	 
	 	By:  	/s/ James Welch
 	 
	 	 	Name:  	James Welch 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007

 	 
	 	U.S. BANK NATIONAL ASSOCIATION

                  [LENDER]

 	 
	 	By:  	/s/ Corey Davis
 	 
	 	 	Name:  	Corey Davis 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 
	 	SIXTH AMENDMENT dated as of November 15,

2010 to the Tenneco Inc. Second Amended and

Restated Credit Agreement, dated as of March 16,

2007

 	 
	 	WELLS FARGO CAPITAL FINANCE, LLC

 	 
	 	By:  	/s/ Eunnie Kim
 	 
	 	 	Name:  	Eunnie Kim 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 
	 	The undersigned Loan Parties acknowledge and

agree to the Sixth Amendment and confirm that

all of their obligations under the Loan

Documents remain in full force and effect after

giving effect thereto and the transactions

contemplated thereby:

 	 
	 	TENNECO INC.

TENNECO AUTOMOTIVE OPERATING

COMPANY INC.

TENNECO INTERNATIONAL HOLDING

CORP.

TENNECO GLOBAL HOLDINGS INC.

THE PULLMAN COMPANY

TMC TEXAS INC.

CLEVITE INDUSTRIES INC.

 	 
	 	By:  	/s/
John G. Kunz
 	 
	 	 	Title: V. P. Treasurer & Tax