EX-10.2





 Exhibit 10.2 

Execution Version 

SECOND AMENDMENT 
 SECOND
AMENDMENT, dated as of February 14, 2020 (this “Amendment”), to the Credit Agreement, dated as of October 1, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, including as amended by
the First Amendment, dated as of February 14, 2020, the “Existing Credit Agreement”; and as amended by this Amendment, the “Credit Agreement”), among TENNECO INC., a Delaware corporation (the
“Company”), TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation and a Subsidiary of the Company (“TAOC”), any other Subsidiary Borrowers (as defined therein) from time to time parties thereto, the
several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”). 
 W I T N E S S E T H: 

WHEREAS, the Borrowers, the Lenders, the Administrative Agent and certain other financial institutions are parties to the Existing Credit
Agreement; 
 WHEREAS, the Borrowers and the Required Lenders party hereto wish pursuant to Section 10.1 of the Existing Credit
Agreement to make certain amendments to the Existing Credit Agreement, in each case as described in this Amendment; 
 WHEREAS, pursuant to
Section 10.1 of the Existing Credit Agreement, the parties hereto hereby agree to amend the Existing Credit Agreement as set forth herein, subject to the terms and conditions set forth herein; 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows: 

1. Defined Terms. Unless otherwise defined herein or the context otherwise requires, capitalized terms which are defined in the Credit
Agreement are used herein as therein defined. 
 2. Amendments. Effective as of the Second Amendment Effective Date (as defined
below): 
 (a) The following definitions are hereby added in the appropriate alphabetical order to Section 1.1 of the Existing Credit
Agreement: 
 “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under,
and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 
 “Covered Entity” means any of the
following: 
  

	 	(i)	 a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
252.82(b); 















	 	(ii)	 a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
47.3(b); or 


  

	 	(iii)	 a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b). 


 “Covered Party” has the meaning assigned to it in Section 10.25. 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12
C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “QFC” has the meaning assigned to the term
“qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 

“QFC Credit Support” has the meaning assigned to it in Section 10.25. 

“Supported QFC” has the meaning assigned to it in Section 10.25. 

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 10.25. 

(b) Section 7.5(t) of the Existing Credit Agreement is hereby amended by amending and restating clause (iii) of the proviso therein
as follows: 
 (iii) 100% of the Net Cash Proceeds from or in connection with the
Spin-Off received by the Company and its Subsidiaries shall be applied on the date such proceeds are received, first to prepay or redeem the Target Notes and/or prepay the Term Loans until the Target
Notes have been prepaid or redeemed in full and the Term Loans have been prepaid in full (it being understood that the Company may elect, in its discretion, to apply all or any portion of such proceeds first to the Target Notes or any tranche of
Term Loans before applying such proceeds to the Target Notes or any other tranche of Term Loans, as applicable, including in such proportions as across such obligations as the Company may elect in its discretion) and second to prepay any
outstanding Revolving Loans and Swingline Loans until the outstanding Revolving Loans and Swingline Loans have been prepaid in full and 

(c) Section 10 of the Existing Credit Agreement is hereby amended by adding Section 10.25 as follows: 

10.25 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a
guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows
with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated
thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding 

  
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that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): 

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such
interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such
Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is
understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

3. Effectiveness. This Amendment shall become effective on the date (the “Second Amendment Effective Date”) on which:

 (a) The Administrative Agent shall have received this Amendment executed and delivered by each Borrower, each Guarantor, the
Administrative Agent and the Required Lenders. 
 (b) (i) No Default or Event of Default shall have occurred and be continuing on the Second
Amendment Effective Date or after giving effect to this Amendment and (ii) 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 (and in all
respects if any such representation and warranty is qualified by materiality) on and as of the Second Amendment Effective 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). 
 (c) The Administrative Agent shall
have received all fees required to be paid on the Second Amendment Effective Date and reasonable out-of-pocket expenses required to be reimbursed on the Second Amendment
Effective Date and, with respect to out-of-pocket expenses, to the extent invoiced at least three business days prior to the Second Amendment Effective Date. 

4. Representations and Warranties. On and as of the Second Amendment Effective Date, each Loan Party hereby represents and warrants to
the Administrative Agent and each Lender that: 

  
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 (a) No Default or Event of Default has occurred and is continuing on the Second Amendment
Effective Date or after giving effect to this Amendment. 
 (b) Each of the representations and warranties made by such Loan Party in or
pursuant to the Loan Documents are true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of the Second Amendment Effective 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). 

5. Continuing Effect of the Credit Agreement and Loan Documents. 

(a) This Amendment shall not constitute an amendment or waiver of any provision of the Existing 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 Borrowers that would require a waiver or consent of the Lenders and the Administrative Agent. Except as expressly amended hereby, the
provisions of the Existing Credit Agreement are and shall remain in full force and effect. 
 (b) This Amendment shall not extinguish the
obligations for the payment of money outstanding under the Existing Credit Agreement or any other Loan Document or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be
construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement, the Security Documents or the other Loan Documents or a novation of the Existing Credit Agreement or any other Loan Document. The obligations
outstanding under or of the Existing Credit Agreement and instruments securing the same shall remain in full force and effect, except to any extent expressly modified hereby. Nothing implied in this Amendment or in any other document contemplated
hereby shall be construed as a release or other discharge of any of the Loan Parties under any Loan Document from any of its obligations and liabilities as a borrower, guarantor, grantor or pledgor under any of the Loan Documents. 

(c) Each of this Amendment and the Credit Agreement constitutes a Loan Document. 

6. Reaffirmation. 
 (a)
Each Loan Party hereby (i) expressly acknowledges the terms of the Credit Agreement, (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned,
(iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, (iv) agrees that each Security Document secures all Obligations of the Loan
Parties in accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Document. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by
such Person pursuant to each Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations. 

  
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 (b) Each Loan Party hereby reaffirms, as of the Second Amendment Effective Date,
(i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated
thereby and (ii) its guarantee of payment of the Obligations pursuant to the Guarantee Agreement and its grant of Liens on the Collateral to secure the Obligations. 

7. GOVERNING LAW; WAIVER OF JURY TRIAL; MISCELLANEOUS. (a) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 (b)
EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTIONS 10.12 AND 10.16 OF THE CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN MUTATIS MUTANDIS.(c) This Amendment 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 Amendment by facsimile or electronic transmission
shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Company and the Administrative Agent. 

(d) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import referring to the Existing Credit Agreement or the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”,
“thereunder”, “thereof”, or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement. 

8. Severability. Any provision of this Amendment 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. 
 9. Headings. The headings and subheadings used herein are solely for convenience of
reference and shall not constitute a part of this Amendment or affect the meaning, construction or effect of any provision thereof. 

[Signature Pages Follow] 

  
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 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/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	TENNECO AUTOMOTIVE OPERATING COMPANY INC.
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance



  
 [Signature Page to
First Amendment to Tenneco Credit Agreement] 













 
			
	TENNECO INTERNATIONAL HOLDING CORP.
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	TENNECO GLOBAL HOLDINGS INC.
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	THE PULLMAN COMPANY
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	TMC TEXAS INC.
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	CLEVITE INDUSTRIES INC.
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	FEDERAL-MOGUL FINANCING CORPORATION
		
	By:	 	 /s/ David Jachcik

		 	Name: David Jachcik
		 	Title:   Assistant Treasurer
	
	CARTER AUTOMOTIVE COMPANY LLC
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	FEDERAL-MOGUL IGNITION LLC
		
	By:	 	 /s/ David Jachcik

		 	Name: David Jachcik
		 	Title:   President and Treasurer
	
	FEDERAL-MOGUL PISTON RINGS, LLC
		
	By:	 	 /s/ David Jachcik

		 	Name: David Jachcik
		 	Title:   President and Treasurer



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 














			
	
	FEDERAL-MOGUL POWERTRAIN LLC
		
	By:	 	 /s/ David Jachcik

		 	Name: David Jachcik
		 	Title:   President and Treasurer


  

			
	FEDERAL-MOGUL POWERTRAIN IP LLC
		
	By:	 	 /s/ David Jachcik

		 	Name: David Jachcik
		 	Title:   President and Treasurer
	
	FEDERAL-MOGUL PRODUCTS US LLC
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	FEDERAL-MOGUL MOTORPARTS LLC
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	FEDERAL-MOGUL WORLD WIDE LLC
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 














			
	
	FELT PRODUCTS MFG. CO. LLC
		
	By:	 	 /s/ David Jachcik

		 	Name: David Jachcik
		 	Title:   President and Treasurer


  

			
	MUZZY-LYON AUTO PARTS LLC
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	FEDERAL-MOGUL CHASSIS LLC
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	F-M MOTORPARTS TSC LLC
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	F-M TSC REAL ESTATE HOLDINGS LLC
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 














			
	
	FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC
		
	By:	 	 /s/ David Jachcik

		 	Name: David Jachcik
		 	Title:   President and Treasurer


  

			
	FEDERAL-MOGUL SEVIERVILLE, LLC
		
	By:	 	 /s/ David Jachcik

		 	Name: David Jachcik
		 	Title:   President and Treasurer
	
	BECK ARNLEY HOLDINGS LLC
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance
	
	FEDERAL-MOGUL FILTRATION LLC
		
	By:	 	 /s/ Paul D. Novas

		 	Name: Paul D. Novas
		 	Title:   Vice President Finance



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	JPMORGAN CHASE BANK, N.A., as
	Administrative Agent
		
	By:	 	 /s/ Gene R. Riego de Dios

		 	Name: Gene R. Riego de Dios
		 	Title:   Executive Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Gene R. Riego de Dios

		 	Name: Gene R. Riego de Dios
		 	Title:   Executive Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	Sumitomo Mitsui Banking Corporation, as a Lender
		
	By:	 	 /s/ Michael Maguire

		 	Name: Michael Maguire
		 	Title:   Managing Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	Mizuho Bank, Ltd., as a Lender
		
	By:	 	 /s/ Donna DeMagistris

		 	Name: Donna DeMagistris
		 	Title:   Authorized Signatory



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	HSBC Bank USA, N.A., as a Lender
		
	By:	 	 /s/ Andrew Horn

		 	Name: Andrew Horn
		 	Title:   Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Patrick Burnside

		 	Name: Patrick Burnside
		 	Title:   Assistant Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Nikhil Madhok

		 	Name: Nikhil Madhok
		 	Title: Authorized Signatory



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	TD BANK, N.A., as a Lender
		
	By:	 	 /s/ Bernadette Collins

		 	Name: Bernadette Collins
		 	Title: Senior Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	ING Bank N.V., Dublin Branch, as a Lender
		
	By:	 	 /s/ Sean Hassett

		 	Name: Sean Hassett
		 	Title: Director
		
	By:	 	 /s/ Cormac Langford

		 	Name: Cormac Langford
		 	Title: Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	FLUSHING BANK, as a Lender
		
	By:	 	 /s/ Alan Harris

		 	Name: Alan Harris
		 	Title: Senior Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	The Northern Trust Company, as a Lender
		
	By:	 	 /s/ Keith L. Burson

		 	Name: Keith L. Burson
		 	Title: Senior Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	ASSOCIATED BANK, N.A., as a Lender
		
	By:	 	 /s/ Jeffrey R. McMahon

		 	Name: Jeffrey R. McMahon
		 	Title: Vice President – Commercial Banking



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	The First Bank of Highland Park, as a Lender
		
	By:	 	 /s/ Lynn M. Rosinsky

		 	Name: Lynn M. Rosinsky
		 	Title: Managing Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	Canadian Imperial Bank of Commerce, New York Branch, as a Lender
		
	By:	 	 /s/ Dominic Sorresso

		 	Name: Dominic Sorresso
		 	Title: Authorized Signatory
		
	By:	 	 /s/ Andrew Campbell

		 	Name: Andrew Campbell
		 	Title: Authorized Signatory



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	Citizens Bank, N.A., as a Lender
		
	By:	 	 /s/ Stephen A. Maenhout

		 	Name: Stephen A. Maenhout
		 	Title: Senior Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	Citibank, N.A., as a Lender
		
	By:	 	 /s/ Lixing Qi

		 	Name: Lixing Qi
		 	Title: Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	COMMERZBANK AG, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Thomas J. Devitt

		 	Name: Thomas J. Devitt
		 	Title: Director
		
	By:	 	 /s/ Michael W. Ravelo

		 	Name: Michael W. Ravelo
		 	Title: Managing Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	KBC BANK N.V., NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Nicholas Fiore

		 	Name: Nicholas Fiore
		 	Title: Director
		
	By:	 	 /s/ Francis Payne

		 	Name: Francis Payne
		 	Title: Managing Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Sean Duggan

		 	Name: Sean Duggan
		 	Title: Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Jonathan Malden

		 	Name: Jonathan Malden
		 	Title: Duly Authorized Signatory



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	WELLS FARGO BANK, N.A., as a Lender
		
	By:	 	 /s/ Matt J Perrizo

		 	Name: Matt J Perrizo
		 	Title: Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Jeffrey S. Johnson

		 	Name: Jeffrey S. Johnson
		 	Title: Senior Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Brian Lukehart

		 	Name: Brian Lukehart
		 	Title: Managing Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	The Huntington National Bank, as a Lender
		
	By:	 	 /s/ Mark Zobel

		 	Name: Mark Zobel
		 	Title: Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ John Lascody

		 	Name: John Lascody
		 	Title: Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	Santander Bank, N.A., as a Lender
		
	By:	 	 /s/ Irv Roa

		 	Name: Irv Roa
		 	Title: Senior Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	BNP PARIBAS, as a Lender
		
	By:	 	 /s/ Monica Tilani

		 	Name: Monica Tilani
		 	Title: Vice President
		
	By:	 	 /s/ Richard Pace

		 	Name: Richard Pace
		 	Title: Managing Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	Fifth Third Bank, National Association, as a Lender
		
	By:	 	 /s/ Kurt Marsan

		 	Name: Kurt Marsan
		 	Title:   Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	MUFG BANK, LTD., as a Lender
		
	By:	 	 /s/ Eric Hill

		 	Name: Eric Hill
		 	Title:   Authorized Signatory



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	 TRUIST BANK (formerly known as Branch

Banking and Trust Company and as successor by
 merger to SunTrust
Bank), as a Lender

		
	By:	 	 /s/ Alexander Harrison

		 	Name: Alexander Harrison
		 	Title:   Vice President



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement] 













 
			
	 Industrial and Commercial Bank of China Limited,

New York Branch, as a Lender

		
	By:	 	 /s/ Jing Qu

		 	Name: Jing Qu
		 	Title:   Vice President
		
	By:	 	 /s/ Gang Duan

		 	Name: Gang Duan
		 	Title:   Executive Director



  
 [Signature Page to
Second Amendment to Tenneco Credit Agreement]