exv4w1






Exhibit 4.1




FOURTH AMENDMENT




          FOURTH
AMENDMENT, dated as of February 23, 2009 (this “Amendment”), under the Second
Amended and Restated Credit Agreement, dated as of March 16, 2007 (amending and restating the
Amended and Restated Credit Agreement dated as of December 12, 2003 (amending and restating the
Credit Agreement dated as of September 30, 1999)) (as amended and waived by the Amendment and
Waiver dated as of July 23, 2007, the Second Amendment dated as of November 26, 2007 and the Third
Amendment dated as of December 23, 2008 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, the Lenders and the Administrative Agent and certain other parties are
parties to the Credit Agreement;



          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 Section 1.1. Section 1.1 of the Credit Agreement is hereby amended
as follows:




(a) by inserting the following new definitions in proper alphabetical order:




     “Advanced Vehicle Manufacturing Facility Loans”: loans made by the
Secretary of Energy pursuant to Section 136 of the Energy Independence and Security Act
of 2007, 42 U.S.C. § 17013, for the costs of reequipping, expanding, or establishing a
manufacturing facility in the United States to produce qualifying advanced technology
vehicles or qualifying components and engineering integration performed in the United
States of qualifying vehicles and qualifying components.













 



2







     “Fourth
Amendment”: the Fourth Amendment dated as of February 23, 2009 to
this Agreement.




     “Fourth Amendment Effective Date”: the date the Fourth Amendment becomes
effective.



          (b) by deleting the definition of “ABR” in its entirety and substituting therefor the
following definition:




     “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. 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.



          (c) by inserting the following proviso at the end of the definition of Applicable Margin:




and provided further that from and after the Fourth Amendment Effective
Date, the Applicable Margin with respect to the Tranche B-1 Loans will be determined
pursuant to the Tranche B-1 Pricing Grid.



          (d) by deleting subclauses (i) and (ii) of clause (c) of the definition of “Applicable
Prepayment Percentage” and substituting therefor the phrase “, 50%”;



     (e) by amending the definition of “Consolidated EBITDA” by (i) deleting the amount
“$80,000,000” in the fourth sentence thereof and substituting therefor the phrase “the amount of
such cash restructuring charges announced and taken prior to the Fourth Amendment Effective Date
plus $40,000,000” and (ii) deleting the amount “$10,000,000” in the sixth sentence thereof
(beginning “In addition ...”) and substituting therefor the amount “$4,000,000”;



          (f) by deleting the amount “$150,000,000” in the definition of “Consolidated Net Leverage
Ratio” and substituting therefor the amount “$100,000,000”; and



          (g) by deleting the amount “$50,000,000” in the definition of “Swingline Commitment”
and substituting therefor the amount “$20,000,000”.



          3. Amendment to Section 2.4(d) (Investment of Amounts in Tranche B-1 Credit Linked
Accounts. Section 2.4(d) of the Credit Agreement is hereby amended by deleting the percentage
“0.10%” in clause (ii) thereof and substituting therefor the percentage “0.25%”.










 



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          4. Amendment to Section 2.8 (Swingline Commitment). Paragraph (b) of Section 2.8 of
the Credit Agreement is hereby amended by deleting such clause (b) in its entirety and substituting
therefor the following:




     (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.



          5. Amendment to Section 2.27 (Incremental Loan Extensions). Section 2.27 of the
Credit Agreement is hereby amended by deleting the phrase “2.5 to 1.0” in clause (iii) of the first
sentence thereof and substituting therefor the phrase “2.0 to 1.0”.



          6. Amendments to Section 7.1 (Financial Condition Covenants). Section 7.1 of the
Credit Agreement is hereby amended as follows:



     (a) by deleting the table in clause (a) thereof in its entirety and substituting therefor the
following table:



	 	 	 
	 	 	Consolidated Net
	Period	 	Leverage Ratio
	Fourth Quarter 2008

	 	4.25 to 1.00
	First Quarter 2009

	 	5.50 to 1.00
	Second Quarter 2009

	 	7.35 to 1.00
	Third Quarter 2009

	 	7.90 to 1.00
	Fourth Quarter 2009

	 	6.60 to 1.00
	First Quarter 2010

	 	5.50 to 1.00
	Second Quarter 2010

	 	5.00 to 1.00
	Third Quarter 2010

	 	4.75 to 1.00
	Fourth Quarter 2010

	 	4.50 to 1.00
	First Quarter 2011

	 	4.00 to 1.00
	Second Quarter 2011

	 	3.75 to 1.00
	Third and Fourth Quarters 2011

	 	3.50 to 1.00
	Fiscal Year 2012 and thereafter

	 	3.50 to 1.00






          (b) by deleting the table in clause (b) thereof in its entirety and substituting therefor the
following table:



	 	 	 
	 	 	Consolidated
	 	 	Interest
	Period	 	Coverage Ratio
	Fourth Quarter 2008

	 	2.10 to 1.00
	First Quarter 2009

	 	2.25 to 1.00
	Second Quarter 2009

	 	1.85 to 1.00
	Third Quarter 2009

	 	1.55 to 1.00













 



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	 	 	Consolidated
	 	 	Interest
	Period	 	Coverage Ratio
	Fourth Quarter 2009

	 	1.60 to 1.00
	First Quarter 2010

	 	2.00 to 1.00
	Second Quarter 2010

	 	2.25 to 1.00
	Third Quarter 2010

	 	2.30 to 1.00
	Fourth Quarter 2010

	 	2.35 to 1.00
	First Quarter 2011

	 	2.55 to 1.00
	Second Quarter 2011

	 	2.55 to 1.00
	Third and Fourth Quarters 2011

	 	2.55 to 1.00
	Fiscal Year 2012 and thereafter

	 	2.75 to 1.00






          7. Amendments to Section 7.2 (Indebtedness). Section 7.2 of the Credit Agreement is
hereby amended as follows:



     (a) by deleting the amount “$125,000,000” in clause (e) thereof and substituting therefor the
amount “$25,000,000”;



     (b) by deleting the phrase “in an aggregate principal amount not to exceed the local currency
equivalent of $150,000,000 at any time outstanding” in clause (h) thereof and substituting therefor
the phrase “; 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”;



     (c) by deleting the amount “$150,000,000” in clause (j) thereof and substituting therefor the
amount “$35,000,000 plus the remainder of (x) $40,000,000 less (y) the amount of all Indebtedness
permitted and outstanding under clause (p) below”;



     (d) by deleting the word “and” at the end of clause (n) thereof;



     (e) by deleting the period at the end of clause (o) thereof and substituting therefor the
phrase “; and”; and



     (f) by inserting the following new clause (p) therein:




(p) unsecured Indebtedness of the Borrower in respect of Advanced Vehicle
Manufacturing Facility Loans in an aggregate principal amount not to exceed
$40,000,000.










 



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          8. Amendment to Section 7.3 (Liens). Section 7.3 of the Credit Agreement is hereby
amended by deleting from clause (n) the amount “$100,000,000” therein and substituting therefor the
amount “$50,000,000”.



          9. Amendment to Section 7.5 (Disposition of Property). Section 7.5 of the Credit
Agreement is hereby amended as follows:




          (a) by deleting the word “and” at the end of clause (n) thereof;




          (b) by deleting the period at the end of clause (o) thereof and substituting therefor the
phrase “; and”; and




          (c) by inserting the following new paragraph (p):




     (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.



          10. Amendments to Section 7.6 (Restricted Payments). Section 7.6 of the Credit
Agreement is hereby amended as follows:




          (a) by deleting paragraph (b) and substituting therefor the following:




     (b) so long as no Default or Event of 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;




          (b) by inserting the following new paragraph (c):




     (c) the Borrower may make Restricted Payments in an aggregate amount not to
exceed $30,000,000 in any fiscal year as long as, after giving effect to each such
Restricted Payment, the pro forma Consolidated Leverage Ratio is less than 3.25 to
1.0 (as calculated on the last day of the most recent fiscal quarter for which
financial statements are available); 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
$100,000,000 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










 





6






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




and (c) by making paragraph (c) new paragraph (d).



          11. Amendments to Section 7.8 (Investments). Section 7.8 of the Credit Agreement is
hereby amended as follows:



     (a) by amending clause (g) thereof by (i) deleting the amount “$125,000,000” and substituting
therefor the amount “$75,000,000” and (ii) deleting the proviso thereto.



     (b) by deleting the amount “$250,000,000” in clause (k) thereof and substituting therefor the
amount “$50,000,000”; and



     (c) by deleting the amount “$100,000,000” in clause (m) thereof and substituting therefor the
amount “$50,000,000”.



          12. Amendment to Section 7.9 (Optional Payments and Modifications of Senior Subordinated
Notes). Section 7.9 of the Credit Agreement is hereby amended by (a) deleting the table at the
end thereof and substituting therefor the following table:




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate Senior
	 	 	 	 	 	 	Subordinated Notes
	 	 	Senior Subordinated	 	and Second Lien 
	PF Consolidated	 	Notes Aggregate	 	Notes Maximum
	Leverage Ratio	 	Maximum Amount	 	Amount
	3 3.0x

	 	$	0	 	 	$10 million
	3 2.5x

	 	100 million
	 	300 million
	< 2.5x

	 	125 million
	 	375 million





(b) by deleting the word “and” where it appears at the end of clause (i) of such Section and (c)
inserting the following clause (iii) at the end of such Section:





     and (iii) its Senior Subordinated Notes in exchange for Permitted Refinancing
Indebtedness or in exchange for shares of common stock of the Borrower.



          13. Amendment to Section 7.15 (Optional Payments and Modifications of Second Lien
Notes). Section 7.15 of the Credit Agreement is hereby amended by (a) deleting the amount
“$150 million” in the table at the end thereof and substituting therefor the amount “$10 million”


(b) by deleting the word “and” where it appears at the end of clause (v) of such Section and (c)
inserting the following clause (vii) at the end of such Section:











 




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and (vii) in exchange for Permitted Refinancing Indebtedness or in exchange for
shares of common stock of the Borrower.



          14. Amendment to Annex A (Pricing Grid). Annex A to the Credit Agreement is hereby
deleted and replaced with Annex A attached to this Amendment.



          15. Waiver. The Required Lenders hereby waive any Default or Event of Default under
Section 6.1(a) of the Credit Agreement if (a) such Default or Event of Default arises out of the
existence of a “going concern” or like qualification or exception in the auditor’s report
accompanying the financial statements delivered pursuant to Section 6.1(a) of the Credit Agreement
for the fiscal year ending December 31, 2008 and (b) any such “going concern” or like qualification
or exception is based in whole or significant part on conditions in the automotive industry,
including without limitation uncertainty regarding the Borrower’s level of business with certain
major customers.



          16. 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 Fourth 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.



          17. Effectiveness. This Amendment shall become effective as of the date set forth
above (the “Fourth Amendment Effective Date”) on the date on which:




              (a) 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; and




              (b) the Administrative Agent shall have received payment of all fees required to be paid to
the Administrative Agent and the Lenders by the Borrower on or prior to the date the conditions
precedent set forth in this Section 17 have been satisfied in connection with this Amendment and
payment of all reasonable out-of-pocket expenses of the Administrative Agent in connection with
this Amendment which have been invoiced on or prior to such date.



          18. Amendment Fee. The Borrower hereby agrees to pay an amendment fee for the account
of each Lender which approves this Amendment by delivering an executed counterpart hereof to the
Administrative Agent on or prior to 12:00 Noon, New York City time, on February 19, 2009 in an
amount equal to 0.50% of the sum of such Lender’s Revolving Commitment, Tranche B-1 Credit Linked
Deposit Amount and Term Loans, payable on the date the conditions precedent set forth in Section 17
of this Amendment have been satisfied.



          19. Continuing Effect of the Credit Agreement. This Amendment shall not constitute an
amendment or waiver of any provision of the Credit Agreement not expressly










 



8




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.




          20. Counterparts. This Amendment may be executed by the parties hereto in any number
of separate counterparts (including telecopied counterparts), each of which shall be deemed to be
an original, and all of which taken together shall be deemed to constitute one and the same
instrument.



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



 









 





               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:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






 









 






	 	 	 	 	 	 
	 
	 	 	 	 
	 	 	FOURTH AMENDMENT dated
as of February 23, 2009 to the
Tenneco Inc. Second Amended and Restated Credit
Agreement, dated as of March 16, 2007 (amended and
restating the Amended and Restated Credit Agreement
dated as of December 12, 2003 (amending and restating
the Credit Agreement dated as of September 30, 1999))
	 
	 	 	 	 
	 	 	 
	 	 	[LENDER]

	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






 









 






	 	 	 	 	 	 
	 	 	The undersigned Loan Parties acknowledge and
agree to the Fourth 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:	 	 
	 

	 	 	 	 
	 

	 	 	 	Title:






 









 





Annex A




PRICING GRID FOR REVOLVING LOANS,

SWINGLINE LOANS, COMMITMENT FEES

AND TRANCHE A TERM FACILITY




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable	 	 	 	 
	 	 	Margin	 	Applicable	 	 
	 	 	for Eurodollar	 	Margin for	 	Commitment
	Consolidated Net Leverage Ratio	 	Loans	 	ABR Loans	 	Fee Rate
	Greater than or equal to 5.0 to 1.0
	 	 	5.50	%	 	 	4.50	%	 	 	.75	%
	Less than 5.0 to 1.0 and greater
than or equal to 4.0 to 1.0
	 	 	5.00	%	 	 	4.00	%	 	 	.50	%
	Less than 4.0 to 1.0
	 	 	4.50	%	 	 	3.50	%	 	 	.50	%






PRICING GRID FOR TRANCHE B-1 FACILITY




	 	 	 	 	 	 	 	 	 
	 	 	Applicable	 	 
	 	 	Margin	 	Applicable
	 	 	for Eurodollar	 	Margin for
	Consolidated Net Leverage Ratio	 	Loans	 	ABR Loans
	Greater than or equal to 5.0 to 1.0
	 	 	5.50	%	 	 	4.50	%
	Less than 5.0 to 1.0
	 	 	5.00	%	 	 	4.00	%





Changes in the Applicable Margin with respect to Revolving Loans, Swingline Loans, Tranche A Term
Loans, the Tranche B-1 Facility 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 5.0 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 5.0 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. Notwithstanding the foregoing, the Applicable Margin and the Commitment Fee Rate from
and after the Fourth Amendment Effective Date until the next Adjustment Date shall be calculated as
if the Consolidated Net Leverage Ratio is greater than 5.0 to 1.0.