EXHIBIT 4.3
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SUPPLEMENTAL INDENTURE
Dated as of March 28, 2005
to
INDENTURE
Dated as of November 19, 2004
among
TENNECO AUTOMOTIVE INC.,
as Issuer,
TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
THE PULLMAN COMPANY,
CLEVITE INDUSTRIES INC.,
TENNECO GLOBAL HOLDINGS INC.,
TMC TEXAS INC.,
TENNECO INTERNATIONAL HOLDING CORP.,
as Guarantors,
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
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Providing for an Amendment to the Indenture
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SUPPLEMENTAL INDENTURE, dated as of March 28, 2005, among TENNECO
AUTOMOTIVE INC., a Delaware corporation (hereinafter, the "Company"), TENNECO
AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation, The PULLMAN COMPANY,
a Delaware corporation, CLEVITE INDUSTRIES INC., a Delaware corporation, TENNECO
GLOBAL HOLDINGS INC., a Delaware corporation, TMC TEXAS INC., a Delaware
corporation, and TENNECO INTERNATIONAL HOLDING CORP., a Delaware corporation,
each a subsidiary of the Company (collectively, the "Guarantors"), and THE BANK
OF NEW YORK TRUST COMPANY, N.A., a national banking association, as Trustee (the
"Trustee").
WHEREAS, the Company and the Guarantors have heretofore executed and
delivered to the Trustee an indenture (the "Indenture"), dated as of November
19, 2004, providing for the issuance of its 8 5/8% Senior Subordinated Notes due
2014, Series A and 8 5/8% Senior Subordinated Notes due 2014, Series B, pursuant
to which the Company has issued $500,000,000 of its 8 5/8% Senior Subordinated
Notes due 2014 (the "Securities");
WHEREAS, Article 9.01 of the Indenture provides that the Company, the
Guarantors and the Trustee together may amend or supplement the Indenture
without notice to or consent of any holder of the Securities (individually, a
"Holder" and collectively, the "Holders") to cure any ambiguity, defect or
inconsistency in the Indenture;
WHEREAS, the Indenture as executed contains a typographical error, and the
Company and the Guarantors desire to cure this defect to more accurately reflect
the intent of the parties to the Indenture and the expectations of the Holders.
NOW, THEREFORE, in consideration of the foregoing and for other valuable
consideration, the receipt of which is hereby acknowledged, each party hereby
agrees, for the equal and ratable benefit of each of the Holders, as follows:
SECTION 1
DEFINITIONS
Capitalized terms used herein and not otherwise defined herein have the
meanings assigned to them in the Indenture. The words "herein," "hereof," and
"hereby" and other words of similar import used in this Supplemental Indenture
refer to this Supplemental Indenture as a whole and not to any particular
section thereof.
SECTION 2
OPERATION OF AMENDMENTS
Upon the execution and delivery of this Supplemental Indenture by the
Company and the Trustee, the Indenture shall be amended and supplemented in
accordance herewith, and this Supplemental Indenture shall be a part of the
terms and conditions of the Indenture for any and all purposes, and the terms
and conditions of both shall be read together as though they constitute one and
the same instrument, except that in the case of conflict, this Supplemental
Indenture will
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control. Every Holder of Securities heretofore or hereafter authenticated and
delivered under the Indenture shall be bound hereby, as amended and
supplemented.
SECTION 3
AMENDMENTS TO THE INDENTURE
Section 3.1. Amendment. Clause (2) of the definition of "Permitted
Indebtedness", which is contained in Section 1.0 of the Indenture, is hereby
amended and restated in its entirety as follows:
"(2) Indebtedness incurred pursuant to the Credit Agreement (or, in
the case of clause (2)(x) below, pursuant to a Credit Facility) in an
aggregate principal amount at any time outstanding not to exceed the
greater of:
(x) $1,000 million (reduced by any required permanent
repayments with the proceeds of Asset Sales (which are accompanied
by a corresponding permanent commitment reduction) thereunder); and
(y) the sum of (A) 85% of the net book value of the accounts
receivable of the Company and the Restricted Subsidiaries and (B)
50% of the net book value of the inventory of the Company and the
Restricted Subsidiaries;"
All other provisions in the definition of "Permitted Indebtedness" shall remain
unchanged.
SECTION 4
MISCELLANEOUS
Section 4.1 Full Force and Effect. Except as they have been modified by
this Supplemental Indenture, each and every provision of the Indenture shall
continue in full force and effect, and all references to the Indenture shall be
deemed to mean the Indenture as amended pursuant hereto.
Section 4.2 Responsibility for Recitals, Etc. The recitals herein shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no representations
as to the validity or sufficiency of this Supplemental Indenture.
Section 4.3 Trustee Reliance. The Trustee enters into this Supplemental
Indenture in reliance on an opinion of counsel, as contemplated by Section 9.06
of the Indenture, and makes no independent determination that this Supplemental
Indenture is authorized or permitted by the Indenture.
Section 4.4 Provisions Binding on the Company's Successors. All the
covenants, stipulations, promises and agreements contained in this Supplemental
Indenture made by the Company shall bind its successors and assigns whether so
expressed or not.
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Section 4.5 New York Contract. This Supplemental Indenture shall be deemed
to be a contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State without
regard to principles of conflict of interest.
Section 4.6 Execution and Counterparts. This Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original but
such counterparts together constitute but one and the same instrument.
[The remainder of this page intentionally left blank.
Signature pages follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
TENNECO AUTOMOTIVE INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President and Chief Financial
Officer
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President and Chief Financial
Officer
THE PULLMAN COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President and Chief Financial
Officer
CLEVITE INDUSTRIES INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President and Chief Financial
Officer
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TENNECO INTERNATIONAL HOLDING CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President and Chief Financial
Officer
TENNECO GLOBAL HOLDINGS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President and Chief Financial
Officer
TMC TEXAS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President and Chief Financial
Officer
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Assistant Vice President
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