EX-4.3



 Exhibit 4.3 

FIRST SUPPLEMENTAL INDENTURE 

(Senior Notes due 2018) 

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), is dated as of December 5, 2014, among
TENNECO INC., a Delaware corporation (the “Company”), each of the GUARANTORS listed on Schedule I hereto (collectively, the “Guarantors”), and U.S. Bank National Association, a national banking association organized
and existing under the laws of the United States of America, as trustee (the “Trustee”). 
 W I T N E S S E T H :

 WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of
August 3, 2010 (the “Indenture”), providing for the issuance of the Company’s 7 3⁄4% Senior Notes due 2018 (the
“Securities”); 
 WHEREAS, $225,000,000 in aggregate principal amount of the Securities are currently outstanding;

 WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of at least a majority in aggregate
principal amount of the Securities then outstanding, the Company, the Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Securities (subject to
certain exceptions); 
 WHEREAS, the Company desires to enter into, and has requested the Trustee to join with it and the Guarantors
in entering into, this First Supplemental Indenture for the purpose of amending the Indenture and the Securities in certain respects as permitted by Section 9.02 of the Indenture; 

WHEREAS, the Company has been soliciting consents to this First Supplemental Indenture upon the terms and subject to the conditions set
forth in its Offer to Purchase and Consent Solicitation Statement dated November 20, 2014 and the Consent and Letter of Transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender
Offer”); 
 WHEREAS, (a) the Company has received the consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Securities (excluding any Securities owned by the Company, any Guarantor or any of their respective Affiliates), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the
execution and delivery of this First Supplemental Indenture, (b) the Company has delivered to the Trustee simultaneously with the execution and delivery of this First Supplemental Indenture an Opinion of Counsel and Officers’ Certificate
relating to this First Supplemental Indenture as contemplated by Sections 9.06 and 11.04 of the Indenture and (c) the Company and the Guarantors have satisfied all other conditions required under Article IX of the Indenture to enable the
Company, the Guarantors and the Trustee to enter into this First Supplemental Indenture; 







 WHEREAS, all acts and requirements necessary to make this First Supplemental Indenture the
legal, valid and binding obligation of each of the Company and the Guarantors have been done. 
 NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as
follows: 
 ARTICLE I 

AMENDMENTS TO THE INDENTURE AND SECURITIES 

Section 1.1 AMENDMENTS TO ARTICLES III, IV, V AND VI OF THE INDENTURE. 

(a) The Indenture is hereby amended by deleting the following Sections or clauses of the Indenture and all references and definitions related
thereto in their entirety: 
  

	 	Section 4.03	(Limitation on Incurrence of Additional Indebtedness); 

  

	 	Section 4.04	(Limitation on Restricted Payments); 

  

	 	Section 4.05	(Corporate Existence); 

  

	 	Section 4.06	(Payment of Taxes and Other Claims); 

  

	 	Section 4.07	(Maintenance of Properties and Insurance); 

  

	 	Section 4.09	(Compliance with Laws); 

  

	 	Section 4.11	(Waiver of Stay, Extension or Usury Laws); 

  

	 	Section 4.12	(Limitation on Asset Sales); 

  

	 	Section 4.13	(Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries); 

  

	 	Section 4.14	(Limitation on Issuances of Capital Stock of Restricted Subsidiaries); 

  

	 	Section 4.15	(Limitation on Liens); 

  

	 	Section 4.17	(Limitation on Transactions with Affiliates); 

  

	 	Section 4.18	(Issuance of Subsidiary Guarantees); 

  

	 	Section 4.20	(Limitation on Designations of Unrestricted Subsidiaries); 

  

	 	Section 4.21	(Change of Control); 

 All such deleted Sections are replaced with “[Intentionally
Omitted]”. 
 (b) Clause (c) of Section 4.08 (Compliance Certificate; Notice of Default) is hereby deleted in its entirety
and replaced with “[Intentionally Omitted]” and all references in the Indenture to such clause are deleted in their entirety. 

(c) Clauses (2) and (3) of Section 5.01(a) and clause (3) of Section 5.01(c) (Merger, Consolidation and Sale of
Assets), are hereby deleted in their entirety and replaced with “[Intentionally Omitted]”, and all references in the Indenture to the clauses so eliminated are deleted in their entirety. 







 (d) Clauses (4), (5), (6) and (7) of Section 6.01 (Events of Default), are hereby
deleted in their entirety and replaced with “[Intentionally Omitted]”, and all references in the Indenture to the clauses so eliminated are deleted in their entirety. 

(e) The second sentence of the first unnumbered paragraph of Section 3.01 (Notices to Trustee) is hereby deleted in its entirety and
replaced with the following: 
 “The Company shall give notice of redemption to the Trustee at least 4 Business Days but not more than
60 days before the Redemption Date (unless a shorter notice shall be agreed to by the Trustee in writing), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.” 

(f) The first and second sentences of the first unnumbered paragraph of Section 3.03 (Notice of Redemption) are hereby deleted in their
entirety and replaced with the following: 
 “At least 5 days but not more than 60 days before a Redemption Date, the
Company shall mail or cause to be mailed a notice of redemption by first-class mail, postage prepaid, to each Holder whose Securities are to be redeemed. At the Company’s request delivered at least 4 Business Days prior to the proposed date of
mailing (unless a shorter notice shall be acceptable to the Trustee), the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense.” 

(g) Section 4.10 of the Indenture is hereby amended by deleting Section 4.10 in its entirety and replacing it with the following:

 “Section 4.10. Reports to Holders. 

The Company shall comply with the provisions of TIA Section 314(a), as applicable.” 

Section 1.2 AMENDMENTS TO SECURITIES. The phrase “upon not less than 30 nor more than 60 days’ notice,” in the first
unnumbered paragraph of Paragraph 5 of the Securities is amended in its entirety to read “upon not less than 5 nor more than 60 days’ notice,”. The phrase “at least 30 days but not more than 60” in the first sentence of the
first unnumbered paragraph of Paragraph 7 of the Securities is amended in its entirety to read “at least 5 days but not more than 60”. The Securities are hereby further amended to delete all provisions inconsistent with the amendments to
the Indenture effected by this First Supplemental Indenture. 
 ARTICLE II 

MISCELLANEOUS PROVISIONS 

Section 2.1 CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture. 
 Section 2.2 INDENTURE. Except as amended hereby, the Indenture and the Securities are in all respects ratified and
confirmed and all the terms shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the
Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this First Supplemental Indenture shall control. 







 Section 2.3 NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE. 
 Section 2.4 SUCCESSORS. All agreements of the Company and the Guarantors in this
First Supplemental Indenture and the Securities shall bind their respective successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors. 

Section 2.5 COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an
original, but all of them together shall represent the same agreement. 
 Section 2.6 SEVERABILITY. In case any one or more of the
provisions in this First Supplemental Indenture or in the Securities shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 

Section 2.7 THE TRUSTEE. The Trustee accepts the amendments of the Indenture effected by this First Supplemental Indenture and agrees to
execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and
provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or in respect of (i) the validity or sufficiency of this First Supplemental Indenture, (ii) the proper authorization or the due execution hereof by the Company and the Guarantors, (iii) the
consequences of any amendment herein provided for or (iv) the recitals and statements contained herein, all of which recitals and statements are made solely by the Company and the Guarantors. 

Section 2.8 EFFECTIVENESS. The provisions of this First Supplemental Indenture shall be effective only upon execution and delivery of
this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this First Supplemental Indenture shall become operative only upon the purchase by the Company, pursuant to the Tender Offer, of at least a majority in
aggregate principal amount of the outstanding Securities (excluding any Securities owned by the Company, any Guarantor or any of their respective Affiliates), with the result that the amendments to the Indenture effected by this First Supplemental
Indenture shall be deemed to be revoked retroactive to the date hereof if such purchase shall not occur. The Company shall notify the Trustee promptly after the occurrence of such purchase or promptly after the Company shall determine that such
purchase will not occur. 







 Section 2.9 ENDORSEMENT AND CHANGE OF FORM OF SECURITIES. Any Securities authenticated and
delivered after the close of business on the date that this First Supplemental Indenture becomes operative in substitution for Securities then outstanding and all Securities presented or delivered to the Trustee on and after that date for such
purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows: 
 “Effective as of
December 5, 2014, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the First Supplemental Indenture, dated as of December 5, 2014, by and among the Company, the
Guarantors and the Trustee. Reference is hereby made to such First Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.” 

Section 2.10 EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 







 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly
executed as of the day and year written above. 
  

					
	TENNECO INC.
		
	By:	 	 /s/ John E. Kunz

		 	Name:	 	John E. Kunz
		 	Title:	 	Vice President, Treasurer and Tax
	
	On behalf of each Guarantor named on the attached Schedule I
		
	By:	 	 /s/ John E. Kunz

		 	Name:	 	John E. Kunz
		 	Title:	 	Vice President, Treasurer and Tax
	
	 U.S. BANK NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	 /s/ Mauri J. Cowen

		 	Name:	 	Mauri J. Cowen
		 	Title:	 	Vice President









 SCHEDULE I 

Guarantors 
 Tenneco Automotive
Operating Company Inc., a Delaware corporation 
 Tenneco International Holding Corp., a Delaware corporation 

Tenneco Global Holdings Inc., a Delaware corporation 

The Pullman Company, a Delaware corporation 
 Clevite
Industries Inc., a Delaware corporation 
 TMC Texas Inc., a Delaware corporation