SECOND AMENDMENT
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 Xxxx-Xxxxx Xxxx 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/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| TENNECO AUTOMOTIVE OPERATING COMPANY INC. | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
[Signature Page to First Amendment to Tenneco Credit Agreement]
| TENNECO INTERNATIONAL HOLDING CORP. | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| TENNECO GLOBAL HOLDINGS INC. | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| THE PULLMAN COMPANY | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| TMC TEXAS INC. | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| CLEVITE INDUSTRIES INC. | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| FEDERAL-MOGUL FINANCING CORPORATION | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Assistant Treasurer | ||
| XXXXXX AUTOMOTIVE COMPANY LLC | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| FEDERAL-MOGUL IGNITION LLC | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: President and Treasurer | ||
| FEDERAL-MOGUL PISTON RINGS, LLC | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: President and Treasurer | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| FEDERAL-MOGUL POWERTRAIN LLC | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: President and Treasurer | ||
| FEDERAL-MOGUL POWERTRAIN IP LLC | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: President and Treasurer | ||
| FEDERAL-MOGUL PRODUCTS US LLC | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| FEDERAL-MOGUL MOTORPARTS LLC | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| FEDERAL-MOGUL WORLD WIDE LLC | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| FELT PRODUCTS MFG. CO. LLC | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: President and Treasurer | ||
| XXXXX-XXXX AUTO PARTS LLC | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| FEDERAL-MOGUL CHASSIS LLC | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| F-M MOTORPARTS TSC LLC | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| F-M TSC REAL ESTATE HOLDINGS LLC | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: President and Treasurer | ||
| FEDERAL-MOGUL SEVIERVILLE, LLC | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: President and Treasurer | ||
| XXXX ARNLEY HOLDINGS LLC | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
| FEDERAL-MOGUL FILTRATION LLC | ||
| By: | /s/ Xxxx X. Novas | |
| Name: Xxxx X. Novas | ||
| Title: Vice President Finance | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| JPMORGAN CHASE BANK, N.A., as | ||
| Administrative Agent | ||
| By: | /s/ Xxxx X. Xxxxx de Dios | |
| Name: Xxxx X. Xxxxx de Dios | ||
| Title: Executive Director | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| JPMORGAN CHASE BANK, N.A., as a Lender | ||
| By: | /s/ Xxxx X. Xxxxx de Dios | |
| Name: Xxxx X. Xxxxx de Dios | ||
| Title: Executive Director | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| Sumitomo Mitsui Banking Corporation, as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| Mizuho Bank, Ltd., as a Lender | ||
| By: | /s/ Xxxxx XxXxxxxxxxx | |
| Name: Xxxxx XxXxxxxxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| HSBC Bank USA, N.A., as a Lender | ||
| By: | /s/ Xxxxxx Xxxx | |
| Name: Xxxxxx Xxxx | ||
| Title: Director | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Assistant Vice President | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| ROYAL BANK OF CANADA, as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| TD BANK, N.A., as a Lender | ||
| By: | /s/ Xxxxxxxxxx Xxxxxxx | |
| Name: Xxxxxxxxxx Xxxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| ING Bank N.V., Dublin Branch, as a Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Director | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| FLUSHING BANK, as a Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| The Northern Trust Company, as a Lender | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| ASSOCIATED BANK, N.A., as a Lender | ||
| By: | /s/ Xxxxxxx X. XxXxxxx | |
| Name: Xxxxxxx X. XxXxxxx | ||
| 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/ Xxxx X. Xxxxxxxx | |
| Name: Xxxx X. Xxxxxxxx | ||
| 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/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Authorized Signatory | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| Citizens Bank, N.A., as a Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxx | ||
| 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/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| KBC BANK N.V., NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Managing Director | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| BARCLAYS BANK PLC, as a Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxxxxx Xxxxxx | |
| Name: Xxxxxxxx Xxxxxx | ||
| Title: Duly Authorized Signatory | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| XXXXX FARGO BANK, N.A., as a Lender | ||
| By: | /s/ Xxxx X Xxxxxxx | |
| Name: Xxxx X Xxxxxxx | ||
| Title: Director | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| BANK OF AMERICA, N.A., as a Lender | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| The Huntington National Bank, as a Lender | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Vice President | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| COMERICA BANK, as a Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| Santander Bank, N.A., as a Lender | ||
| By: | /s/ Xxx Xxx | |
| Name: Xxx Xxx | ||
| Title: Senior Vice President | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| BNP PARIBAS, as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Managing Director | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| Fifth Third Bank, National Association, as a Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page to Second Amendment to Tenneco Credit Agreement]
| MUFG BANK, LTD., as a Lender | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| 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/ Xxxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxxx Xxxxxxxx | ||
| 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]
