SIXTH AMENDMENT

SIXTH AMENDMENT, dated as of November 15, 2010 (this “Amendment”), under the Second Amended and Restated Credit Agreement, dated as of March 16, 2007 (as amended and waived by the Amendment and Waiver dated as of July 23, 2007, the Second Amendment dated as of November 26, 2007, the Third Amendment dated as of December 23, 2008, the Fourth Amendment dated as of February 19, 2009 and the Fifth Amendment dated as of June 3, 2010 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 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 Definitions. (a) The definition of “Senior Unsecured Notes” is hereby amended by adding the following sentence at the end thereof: “Upon the issuance of any New Unsecured Indebtedness permitted by clause (ii) of Section 7.2(p), such New Unsecured Indebtedness shall be deemed to be Senior Unsecured Notes (in addition to any other Senior Unsecured Notes that are then outstanding).”

(b) The definition of “Senior Unsecured Note Indenture” is hereby amended by adding the following sentence at the end thereof: “Upon the issuance of any New Unsecured Indebtedness permitted by clause (ii) of Section 7.2(p), the indenture or similar agreement pursuant to which such New Unsecured Indebtedness is issued shall be deemed to be a Senior Unsecured Note Indenture (in addition to any other indenture or similar agreement for Senior Unsecured Notes then outstanding); provided, however, that the provisions of Section 7.9(c) shall not apply to such indenture or similar agreement pursuant to which such New Unsecured Indebtedness is issued.”

3. Amendments to Section 7.2 (Indebtedness). Section 7.2 of the Credit Agreement is hereby amended by deleting from paragraph (p) the phrase “and (ii)” and substituting therefor the following:

(ii) unsecured Indebtedness of the Borrower and guarantees thereof by Subsidiary Guarantors incurred only for the purpose of refinancing the Senior Subordinated Notes as permitted by the last paragraph of Section 7.9 as long as such unsecured Indebtedness and guarantees comply with the conditions set forth in clauses (c)(i), (iii), (iv) and (v) of the definition of “Permitted Refinancing Indebtedness” and (iii)

4. Amendment to Section 7.9 (Optional Payments and Modifications of Senior Subordinated Notes). Section 7.9 of the Credit Agreement is hereby amended by adding the following paragraph at the end thereof:

In addition, the Borrower may repay, prepay, repurchase, redeem or defease the Senior Subordinated Notes from the Net Cash Proceeds of New Unsecured Indebtedness permitted by clause (ii) of Section 7.2(p) as long as the Net Cash Proceeds of such New Unsecured Indebtedness do not exceed $500,000,000 except, that the Borrower may pay any related premiums with either such Net Cash Proceeds or with other funds.

5. 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 Sixth 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.

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

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

8. 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.

9. 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:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	V. P. Treasurer & Tax

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:
	Name:
	Title:

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:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Managing Director


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 ___BALLANTYNE FUNDING LLC______ [LENDER]
By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title:	Assistant Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 Bank of America, N.A.
By:	/s/ L. Xxxxxx Xxxxxxx
	Name:	L. Xxxxxx Xxxxxxx
	Title:	Senior Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 0000 XXX XXXX XX XXX XXXX MELLON
By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	First Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 0000 XXX XXXX XX XXXX XXXXXX [LENDER]
By:	/s/ X.X. Xxxx
	Name:	X.X. Xxxx
	Title:	Managing Director


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 0000 Xxxx Xxxxxx xx Xxxxxxxxxx
By:	/s/ Guang Xxxx Xx
	Name:	Guang Xxxx Xx
	Title:	Authorized Signatory


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of Xxxxx 00, 0000 XXX Paribas
By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Managing Director


By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Director


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 CAPITAL ONE LEVERAGE FINANCE CORPORATION, as LENDER
By:	/s/ Xxx Xxxxxx
	Name:	Xxx Xxxxxx
	Title:	SVP


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 Del Mar CLO I, Ltd. By Xxxxxxx-Xxxxxx Capital Management, LLC As Collateral Manager
By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Managing Director


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, date as of March 16, 0000 Xxxxxxxx Xxxxx Xxxxxxx, Inc. [LENDER)
By:	/s/ Xxxx Hen-Tov
	Name:	Xxxx Hen-Tov
	Title:	Vice President


SIXTH AMENDMENT dated as of November 18, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement. dated as of March 16, 2007 COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Senior Relationship Manager


By:	/s/ Xxxxx Wesemeier
	Name:	Xxxxx Wesemeier
	Title:	Relationship Manager


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of Xxxxx 00, 0000 XXXXXXXX BANK TRUST COMPANY AMERICAS
By:	/s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	Title:	Vice President


By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Xxxxx:	Deputy Treasurer


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 Fifth Third Bank [LENDER]
By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 Franklin CLO V, Limited
By:	/s/ Guang Xxxx Xx
	Name:	Guang Xxxx Xx, Franklin Advisers, Inc. as Collateral Manager
	Title:	Authorized Signatory


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 Franklin CLO VI, Limited
By:	/s/ Guang Xxxx Xx
	Name: Guang Xxxx Xx, Franklin Advisers, Inc. as Collateral Manager
	Title:	Authorized Signatory


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 Franklin Floating Rate Daily Access Fund
By:	/s/ Xxxxxxx Xxx
	Name:	Xxxxxxx Xxx
	Title:	Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 Franklin Floating Rate Master Series
By:	/s/ Xxxxxxx Xxx
	Name:	Xxxxxxx Xxx
	Title:	Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 Franklin Xxxxxxxxx Limited Duration Income Trust
By:	/s/ Xxxxxxx Xxx
	Name:	Xxxxxxx Xxx
	Title:	Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 Franklin Xxxxxxxxx Series II Funds Franklin Floating Rate II Fund
By:	/s/ Xxxxxxx Xxx
	Name:	Xxxxxxx Xxx
	Title:	Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxxx
	Title:	Duly Authorized Signatory


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 XXXXXX XXXXXXX BANK, N.A.
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Authorized Signatory


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Xxxx X. Xxx Xxxx
	Name:	Xxxx X. Xxx Xxxx
	Title:	Assistant Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of Xxxxx 00, 0000

XXXXXX FLOATING RATE INCOME FUND


By:
	Name:	See next page
	Title:


XXXXXX FLOATING RATE INCOME FUND
By:	/s/ Xxxx Xxxxx
	Xxxx Xxxxx
	Title:	V.P.


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007
RIDGEWORTH FUNDS — SEIX FLOATING RATE HIGH INCOME FUND
By:	Seix Investment Advisors LLC, as Sub-Adviser

ROCHDALE FIXED INCOME OPPORTUNITIES PORTFOLIO
By:	Seix Investment Advisors LLC, as Sub-Adviser

RIDGEWORTH FUNDS — TOTAL RETURN BOND FUND
By:	Seix Investment Advisors LLC, as Sub-Adviser

RIDGEWORTH FUNDS — INTERMEDIATE BOND FUND
By:	Seix Investment Advisors LLC, as Sub-Adviser

RIDGEWORTH FUNDS — INVESTMENT GRADE BOND FUND
By:	Seix Investment Advisors LLC, as Sub-Adviser

By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Managing Director


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007
The Royal Bank of Scotland plc
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007
U.S. BANK NATIONAL ASSOCIATION [LENDER]
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Vice President


SIXTH AMENDMENT dated as of November 15, 2010 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007
XXXXX FARGO CAPITAL FINANCE, LLC
By:	/s/ Xxxxxx Xxx
	Name:	Xxxxxx Xxx
	Title:	Vice President


	The undersigned Loan Parties acknowledge and agree to the Sixth 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:	/s/ Xxxx X. Xxxx
		Title: V. P. Treasurer & Tax

Document Metadata

Table of Contents

SIXTH AMENDMENT

Document Metadata