EX-4.1 2 c61125ex4-1.txt SECOND AMENDMENT TO CREDIT AGREEMENT 1 EXHIBIT 4.1 SECOND AMENDMENT TO THE CREDIT AGREEMENT SECOND AMENDMENT, dated as of March 22, 2001 (this "Second Amendment"), to the Credit Agreement, dated as of September 30, 1999 (as amended, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among TENNECO AUTOMOTIVE INC., a Delaware corporation (the "Borrower"), the several lenders from time to time parties thereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and the other financial institutions named therein as agents for the Lenders (in such capacity, collectively, the "Other Agents"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrower, the Lenders and the Administrative Agent and the Other Agents are parties to the Credit Agreement; WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth herein; WHEREAS, the Lenders, the Administrative Agent and the Other Agents are willing to agree to such amendment to 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 Lenders, the Administrative Agent and the Other Agents hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined. 2. Amendments to Credit Agreement. (a) Section 1.1 of the Credit Agreement is amended as follows: (i) by deleting the definition of "Applicable Margin" in its entirety and substituting, in lieu thereof, the following: "Applicable Margin": with respect to Revolving Loans, Swingline Loans and Tranche A Term Loans, the rate per annum determined pursuant to the Pricing Grid; and with respect to the Tranche B Term Loans and Tranche C Term Loans, the rate per annum set forth under the relevant column heading below:
ABR Loans Eurodollar Loans --------- ---------------- Tranche B Term Loans 2.75% 3.75% Tranche C Term Loans 3.00% 4.00%
(ii) by deleting the definition of "Approved Fund"; 2 2 (iii) by deleting from the definition of "Asset Sale" the phrase ", (h)"; and (iv) by adding the following definition of "Lender Affiliate" in proper alphabetical order: "Lender Affiliate": (a) with respect to any Lender (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor. (b) Section 2.11(b)(i) of the Credit Agreement is amended by deleting such Section and substituting therefor the following: (b) (i) If on any date on or after the Funding Date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then the Applicable Prepayment Percentage of such Net Cash Proceeds shall be applied within 90 days of such date toward the prepayment of the Term Loans as set forth in Section 2.11(d). (c) Section 6.1 of the Credit Agreement is amended by (i) deleting the word "and" from the end of paragraph (a), (ii) deleting the period from the end of paragraph (b) and substituting therefor the phrase "; and" and (iii) adding thereto the following new paragraph (c): (c) until such time as the Borrower is no longer required to deliver projections pursuant to Section 6.2(f), as soon as available, but in any event not later than 30 days after the end of each monthly period of each fiscal year of the Borrower (other than the end of any monthly period which is also the end of a quarterly period or the fiscal year of the Borrower), the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures prepared by the Borrower for such periods in the corresponding budgets required to be delivered pursuant to Section 6.2(f), certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). (d) Section 7.1 of the Credit Agreement is amended by deleting paragraphs (a), (b) and (c) in their entirety and substituting, in lieu thereof, the following: (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the 3 3 Borrower ending with any fiscal quarter during any period set forth below to exceed the ratio set forth below opposite such period:
Consolidated Period Leverage Ratio ------ -------------- Fourth Quarter 2000 4.90 First Quarter 2001 6.00 Second Quarter 2001 6.25 Third Quarter 2001 6.00 Fourth Quarter 2001 5.50 Fiscal Year 2002 3.75 Fiscal Year 2003 3.50 Fiscal Year 2004 3.50 Fiscal Year 2005 3.50 Fiscal Year 2006 3.50 Fiscal Year 2007 3.50 Fiscal Year 2008 3.50
(b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter during any period set forth below to be less than the ratio set forth below opposite such period:
Consolidated Period Leverage Ratio ------ -------------- Fourth Quarter 2000 1.70 First Quarter 2001 1.40 Second Quarter 2001 1.35 Third Quarter 2001 1.40 Fourth Quarter 2001 1.55 First Quarter 2002 2.20 Second Quarter 2002 2.20 Third Quarter 2002 2.20 Fourth Quarter 2002 2.50 Fiscal Year 2003 2.75 Fiscal Year 2004 3.00 Fiscal Year 2005 3.00 Fiscal Year 2006 3.00 Fiscal Year 2007 3.00 Fiscal Year 2008 3.00
(c) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower 4 4 ending with any fiscal quarter during any period set forth below to be less than the ratio set forth below opposite such period:
Consolidated Period Leverage Ratio ------ -------------- Fourth Quarter 2000 0.75 First Quarter 2001 0.60 Second Quarter 2001 0.55 Third Quarter 2001 0.65 Fourth Quarter 2001 0.80 Fiscal Year 2002 1.25 Fiscal Year 2003 1.50 Fiscal Year 2004 1.75 Fiscal Year 2005 1.75 Fiscal Year 2006 1.75 Fiscal Year 2007 1.75 Fiscal Year 2008 1.75
(e) Section 7.6 of the Credit Agreement is amended by deleting clause (a) and replacing it with the following: (a) any Subsidiary may make Restricted Payments to the Borrower, any Subsidiary or to any other Person (ratably based on such other Person's equity ownership in such Subsidiary) which owns Capital Stock of such Subsidiary; (f) Section 7.7 of the Credit Agreement is amended by deleting such Section and substituting therefor the following: 7.7 Capital Expenditures. Make or commit to make any Capital Expenditure, except Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business, together with any Investments in Joint Ventures in excess of $25,000,000 under subsection 7.8(h), not exceeding the following amounts in each fiscal year
Fiscal Year Amount ----------- ------------- 2001 $150,000,000 2002 225,000,000 2003 225,000,000 2004 250,000,000 2005 275,000,000 2006 275,000,000 2007 275,000,000 2008 275,000,000
;provided, that (a) up to 50% of any such amount not so expended in the period for which it is permitted may be carried over for expenditure in the next succeeding fiscal year only 5 5 and (b) Capital Expenditures during any fiscal year (beginning with fiscal year 2002) shall be deemed made, first, in respect of amounts permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to clause (a) above. (g) Section 10.6(c) of the Credit Agreement is amended by deleting the phrases "Approved Fund" and "Approved Funds" and substituting therefore the phrases "Lender Affiliate" and "Lender Affiliates", respectively. (h) The Credit Agreement is amended by deleting the Pricing Grid attached thereto as Annex A and substituting therefor the Pricing Grid attached to this Second Amendment as Annex A. 3. Representations and Warranties. The Borrower hereby confirms, reaffirms and restates the representations and warranties set forth in Section 4 of the Credit Agreement, as amended by this Second Amendment. The Borrower represents and warrants that, after giving effect to this Second Amendment, no Default or Event of Default has occurred and is continuing. 4. Effectiveness. This Second Amendment shall become effective as of the date of receipt by the Administrative Agent of (a) counterparts of this Second Amendment executed by the Borrower and the Required Lenders and (b) payment for all fees required to be paid and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) (the "Effective Date"). 5. Continuing Effect of the Credit Agreement. This Second Amendment shall not constitute an amendment 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, the Administrative Agent or the Other Agents. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. 6. Counterparts. This Second 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. 7. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 6 Annex A PRICING GRID FOR REVOLVING LOANS, SWINGLINE LOANS, TRANCHE A TERM LOANS AND COMMITMENT FEES
Applicable Margin Applicable Margin Consolidated Leverage Ratio for Eurodollar Loans for ABR Loans Commitment Fee Rate --------------------------- -------------------- ------------------ ------------------- Greater than or equal to 4.5 to 1.0 3.25% 2.25% .500% Less than 4.5 to 1.0 and greater than or equal to 4.0 to 1.0 3.00% 2.00% .500% Less than 4.0 to 1.0 and greater than or equal to 3.5 to 1.0 2.75% 1.75% .500% Less than 3.5 to 1.0 and greater than or equal to 3.0 to 1.0 2.50% 1.50% .375% Less than 3.0 to 1.0 and greater than or equal to 2.5 to 1.0 2.25% 1.25% .375% Less than 2.5 to 1.0 2.00% 1.00% .375%
Changes in the Applicable Margin with respect to Revolving Loans, Swingline Loans and Tranche A Loans or in the Commitment Fee Rate resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the "Adjustment Date") on which financial statements are delivered to the Lenders pursuant to Section 6.1(a) or (b) (but in any event not later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 90th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Consolidated Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 4.5 to 1.0. In addition, at all times while an Event of Default shall have occurred and be continuing, the Consolidated Leverage Ratio shall for the purposes of this definition be deemed to be greater than 4.5 to 1.0. Each determination of the Consolidated Leverage Ratio pursuant to this pricing grid shall be made with respect to (or, in the case of Consolidated Total Debt, as at the end of) the period of four consecutive fiscal quarters of the Borrower ending at the end of the period covered by the relevant financial statements. 7 IN WITNESS WHEREOF, the parties hereto have caused this Second 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 AUTOMOTIVE INC. By: ---------------------------------------- Name: Title: THE CHASE MANHATTAN BANK, as Administrative Agent and as a Lender By: ---------------------------------------- Name: Title: CITICORP USA, INC., as Syndication Agent and as a Lender By: ---------------------------------------- Name: Title: 8 COMMERZBANK, New York and Grand Cayman Branches, as Co-Documentation Agent and as a Lender By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: 9 BANK OF AMERICA, N.A., as Co-Documentation Agent and as a Lender By: ---------------------------------------- Name: Title: 10 ADDISON CDO, LIMITED (Acct 1279) By: Pacific Investment Management Company LLC, as its Investment Advisor By: --------------------------------------- Name: Title: 11 AERIES-II FINANCE LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent By: --------------------------------------- Name: Title: 12 AIMCO CDO SERIES 2000-A By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 13 ALLIANCE CAPITAL FUNDING, L.L.C. By: --------------------------------------- Name: Title: 14 ALLSTATE LIFE INSURANCE COMPANY By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 15 APEX (IDM) CDO I, LTD. By: --------------------------------------- Name: Title: 16 ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: --------------------------------------- Name: Title: 17 ATHENA CDO, LIMITED (Acct 1277) By: Pacific Investment Management Company LLC, as its Investment Advisor By: --------------------------------------- Name: Title: 18 AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc., as Portfolio Advisor By: --------------------------------------- Name: Title: 19 AVALON CAPITAL LTD. II By: INVESCO Senior Secured Management, Inc., as Portfolio Advisor By: --------------------------------------- Name: Title: 20 BNP PARIBAS By: \ --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 21 BALANCED HIGH-YIELD FUND II LTD. By: BHF (USA) Capital Corporation as Attorney-in-Fact By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 22 BANK ONE, MICHIGAN By: --------------------------------------- Name: Title: 23 BANK OF HAWAII By: --------------------------------------- Name: Title: 24 BANK OF MONTREAL By: --------------------------------------- Name: Title: 25 THE BANK OF NEW YORK By: --------------------------------------- Name: Title: 26 THE BANK OF NOVA SCOTIA By: --------------------------------------- Name: Title: 27 BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: --------------------------------------- Name: Title: 28 BEAR STEARNS INVESTMENT PRODUCTS, INC. By: --------------------------------------- Name: Title: 29 BEDFORD CDO, LIMITED (Acct 1276) By: Pacific Investment Management Company LLC, as its Investment Advisor By: --------------------------------------- Name: Title: 30 BOEING CAPITAL CORPORATION By: --------------------------------------- Name: Title: 31 CIT GROUP/EQUIPMENT FINANCING, INC. By: --------------------------------------- Name: Title: 32 CAPTIVA FINANCE LTD. By: --------------------------------------- Name: Title: 33 CAPTIVA III FINANCE, LTD. (Acct. 275), as advised by Pacific Investment Management Company LLC By: --------------------------------------- Name: Title: 34 CAPTIVA IV FINANCE LTD. as advised by Pacific Investment Management Company LLC By: --------------------------------------- Name: Title: 35 CERES FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent By: --------------------------------------- Name: Title: 36 CERES II FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent (Financial) By: --------------------------------------- Name: Title: 37 CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc., as Investment Advisor By: --------------------------------------- Name: Title: 38 CITIBANK, N.A. By: --------------------------------------- Name: Title: 39 COMERICA BANK By: --------------------------------------- Name: Title: 40 CONTINENTAL ASSURANCE COMPANY SEPARATE ACCOUNT (E) By: TCW Asset Management Company as Attorney-in-Fact By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 41 CREDIT SUISSE FIRST BOSTON By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 42 CYPRESSTREE INVESTMENT PARTNERS I By: --------------------------------------- Name: Title: 43 CYPRESSTREE INVESTMENT PARTNERS II By: --------------------------------------- Name: Title: 44 THE DAI-ICHI KANGYO BANK, LIMITED By: --------------------------------------- Name: Title: 45 DELANO COMPANY (Acct 274) By: Pacific Investment Management Company LLC, as its Investment Advisor By: --------------------------------------- Name: Title: 46 DRESDNER BANK AG By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 47 ELC (CAYMAN) LTD. By: --------------------------------------- Name: Title: 48 ELC (CAYMAN) LTD. 1999-II By: --------------------------------------- Name: Title: 49 ELC (CAYMAN) LTD. 1999-III By: --------------------------------------- Name: Title: 50 ELC (CAYMAN) LTD. 2000-1 By: --------------------------------------- Name: Title: 51 ELT LTD. By: --------------------------------------- Name: Title: 52 EATON VANCE CDO III, LTD. By: --------------------------------------- Name: Title: 53 EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: --------------------------------------- Name: Title: 54 EATON VANCE SENIOR INCOME TRUST By: --------------------------------------- Name: Title: 55 ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG -- NEW YORK BRANCH By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 56 FIRST DOMINION FUNDING III By: --------------------------------------- Name: Title: 57 FIRST UNION NATIONAL BANK By: --------------------------------------- Name: Title: 58 FIVE FINANCE CORPORATION By: Citibank, N.A. as Additional Investment Manager By: --------------------------------------- Name: Title: 59 FLOATING RATE PORTFOLIO By: INVESCO Senior Secured Management Inc., as Attorney-in-Fact By: --------------------------------------- Name: Title: 60 FRANKLIN CLO I, LIMITED By: --------------------------------------- Name: Title: 61 FRANKLIN FLOATING RATE MASTER SERIES By: --------------------------------------- Name: Title: 62 FRANKLIN FLOATING RATE TRUST By: --------------------------------------- Name: Title: 63 FREMONT INVESTMENT AND LOAN By: --------------------------------------- Name: Title: 64 THE FUJI BANK, LIMITED By: --------------------------------------- Name: Title: 65 GALAXY CLO 1999-1, LTD. BY: SAI INVESTMENT ADVISER, INC., ITS COLLATERAL MANAGER By: --------------------------------------- Name: Title: 66 HELLER FINANCIAL, INC. By: --------------------------------------- Name: Title: 67 IKB DEUTSCHE INDUSTRIEBANK AG, LUXEMBOURG BRANCH By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 68 IMPERIAL BANK By: --------------------------------------- Name: Title: 69 ING (U.S.) CAPITAL LLC By: --------------------------------------- Name: Title: 70 ING CAPITAL SENIOR SECURED HIGH INCOME FUND HOLDINGS By: ING Capital Advisors LLC, as Investment Manager By: --------------------------------------- Name: Title: 71 INDOSUEZ CAPITAL FUNDING IIA, LTD. By: --------------------------------------- Name: Title: 72 INDOSUEZ CAPITAL FUNDING IV, L.P. By: --------------------------------------- Name: Title: 73 THE INDUSTRIAL BANK OF JAPAN, LIMITED, CHICAGO BRANCH By: --------------------------------------- Name: Title: 74 JISSEKIKUN FUNDING, LTD. (Acct 1288) By: Pacific Investment Management Company LLC, as its Investment Advisor By: --------------------------------------- Name: Title: 75 KZH CNC LLC By: --------------------------------------- Name: Title: 76 KZH CRESCENT LLC By: --------------------------------------- Name: Title: 77 KZH CRESCENT-2 LLC By: --------------------------------------- Name: Title: 78 KZH CRESCENT-3 LLC By: --------------------------------------- Name: Title: 79 KZH PAMCO LLC By: --------------------------------------- Name: Title: 80 KZH PONDVIEW LLC By: --------------------------------------- Name: Title: 81 KZH RIVERSIDE LLC By: --------------------------------------- Name: Title: 82 KZH SOLEIL LLC By: --------------------------------------- Name: Title: 83 KZH SOLEIL-2 LLC By: --------------------------------------- Name: Title: 84 KZH WATERSIDE LLC By: --------------------------------------- Name: Title: 85 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: --------------------------------------- Name: Title: 86 MARINER LDC By: --------------------------------------- Name: Title: 87 MASTER SENIOR FLOATING RATE TRUST By: --------------------------------------- Name: Title: 88 MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: --------------------------------------- Name: Title: 89 METROPOLITAN LIFE INSURANCE COMPANY By: --------------------------------------- Name: Title: 90 THE MITSUBISHI TRUST AND BANKING CORPORATION By: --------------------------------------- Name: Title: 91 MONUMENT CAPITAL LTD. By: \ --------------------------------------- Name: Title: 92 MOUNTAIN CLO I LTD. By: --------------------------------------- Name: Title: 93 MOUNTAIN CLO II LTD. By: --------------------------------------- Name: Title: 94 MUIRFIELD TRADING LLC By: --------------------------------------- Name: Title: 95 NATEXIS BANQUE POPULAIRES By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 96 NATIONAL CITY BANK By: --------------------------------------- Name: Title: 97 NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investment Manager By: --------------------------------------- Name: Title: 98 NEW YORK LIFE INSURANCE COMPANY By: --------------------------------------- Name: Title: 99 ORIX USA CORPORATION By: --------------------------------------- Name: Title: 100 OLYMPIC FUNDING TRUST, SERIES 1999-1 By: --------------------------------------- Name: Title: 101 OXFORD STRATEGIC INCOME FUND By: --------------------------------------- Name: Title: 102 PAM CAPITAL FUNDING LP By: --------------------------------------- Name: Title: 103 PPM SPYGLASS FUNDING TRUST By: --------------------------------------- Name: Title: 104 PAMCO CAYMAN LTD. By: --------------------------------------- Name: Title: 105 PRINCIPAL LIFE INSURANCE COMPANY BY: PRINCIPAL CAPITAL MANAGEMENT, LLC, A DELAWARE LIMITED LIABILITY COMPANY, ITS AUTHORIZED SIGNATORY By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 106 PROMETHEUS INVESTMENT FUNDING 1 LTD. By: CPF Asset Advisory, LP, as Investment Manager By: --------------------------------------- Name: Title: 107 ROYALTON COMPANY (Acct 280) By: Pacific Investment Management Company LLC, as its Investment Advisor By: --------------------------------------- Name: Title: 108 SEQUILS I, LTD. By: TCW Advisors, Inc., as its Collateral Manager By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 109 SEQUILS IV, LTD. By: --------------------------------------- Name: Title: 110 SENIOR DEBT PORTFOLIO By: --------------------------------------- Name: Title: 111 SOCIETE GENERALE, NEW YORK BRANCH By: --------------------------------------- Name: Title: 112 STANFIELD CLO, LTD. By: --------------------------------------- Name: Title: 113 STANFIELD/RMF TRANSATLANTIC CDO, LTD. By: --------------------------------------- Name: Title: 114 STEIN ROE & FARNHAM CLO I LTD. By: --------------------------------------- Name: Title: 115 STEIN ROE FLOATING RATE LLC By: --------------------------------------- Name: Title: 116 STRATEGIC MANAGED LOAN PORTFOLIO By: --------------------------------------- Name: Title: 117 SUMITOMO BANK, LIMITED By: --------------------------------------- Name: Title: 118 SUMITOMO TRUST & BANKING COMPANY By: --------------------------------------- Name: Title: 119 TEXTRON FINANCIAL CORPORATION By: --------------------------------------- Name: Title: 120 TORONTO DOMINION (TEXAS), INC. By: --------------------------------------- Name: Title: 121 TRITON CBO III, LIMITED By: INVESCO Senior Secured Management, Inc., as Investment Advisor By: --------------------------------------- Name: Title: 122 TRYON CLO LTD. 2000-1 By: --------------------------------------- Name: Title: 123 UNITED OF OMAHA LIFE INSURANCE COMPANY By: TCW Asset Management Company, as its Investment Advisor By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: 124 VAN KAMPEN CLO I, LIMITED By: Van Kampen Management Inc., as Collateral Manager By: --------------------------------------- Name: Title: 125 WELLS FARGO SUTTER CBO 98 By: --------------------------------------- Name: Title: 126 WINDSOR LOAN FUNDING, LTD. By: --------------------------------------- Name: Title: 127 WINGED FOOT FUNDING TRUST By: --------------------------------------- Name: Title: 128 Each of the undersigned agrees to the foregoing Second Amendment and confirms that its obligations under the Loan Documents to which it is a party remain in full force and effect after giving effect to such Second Amendment: TENNECO INC. TENNECO AUTOMOTIVE INC. TENNECO INTERNATIONAL HOLDING CORP. TENNECO GLOBAL HOLDINGS INC. THE PULLMAN COMPANY TMC TEXAS INC. CLEVITE INDUSTRIES INC. By: ---------------------------------- Name: Title: