EX-4.8(D) 6 c99536exv4w8xdy.txt SECOND SUPPLEMENTAL INDENTURE EXHIBIT 4.8(d) ================================================================================ SECOND SUPPLEMENTAL INDENTURE Dated as of October 28, 2005 to INDENTURE Dated as of November 19, 2004 among TENNECO INC. (formerly known as 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 ---------------- Providing for an Amendment to the Indenture ================================================================================ SECOND SUPPLEMENTAL INDENTURE, dated as of October 28, 2005, among Tenneco Inc. (formerly known as Tenneco Automotive Inc.), a Delaware corporation (hereinafter, the "Company"), as issuer, 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 the Indenture, dated as of November 19, 2004 (as supplemented by the First Supplemental Indenture thereto, dated March 28, 2005, the "Indenture"), 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, Tenneco Inc., a Delaware corporation and wholly owned subsidiary of the Company, was merged with and into the Company, with the Company surviving the merger but pursuant to which the name of the Company was changed from "Tenneco Automotive Inc." to "Tenneco Inc." (the "Name Change"); 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 make any change that does not materially adversely affect the rights of any Holders thereunder; WHEREAS, the Company and the Guarantors desire to supplement the Indenture to reflect the Name Change. 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 Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section thereof. SECTION 2 OPERATION OF AMENDMENTS Upon the execution and delivery of this Second Supplemental Indenture by the Company, the Guarantors and the Trustee, the Indenture shall be amended and supplemented in accordance 2 herewith, and this Second 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 Second Supplemental Indenture will 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 to the Title of the Indenture. (a) The title set forth on the cover page of the Indenture is amended in its entirety as follows: ================================================================================ INDENTURE Dated as of November 19, 2004 among TENNECO INC. (formerly known as 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 ---------------- 8 5/8% Senior Subordinated Notes due 2014, Series A 8 5/8% Senior Subordinated Notes due 2014, Series B ================================================================================ 3 (b) The first paragraph on page 1 of the Indenture is amended to read in its entirety as follows: INDENTURE, dated as of November 19, 2004, among Tenneco Inc. (formerly known as Tenneco Automotive Inc.), a Delaware corporation (the "Company"), as issuer, Tenneco Automotive Operating Company Inc., The Pullman Company, Clevite Industries Inc., Tenneco Global Holdings Inc., TMC Texas Inc., Tenneco International Holding Corp. and such other subsidiaries of the Company as shall from time to time execute a Subsidiary Guarantee (as defined), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as Trustee (the "Trustee"). Section 3.2 Amendment to Section 11.02. The notice provision with respect to the Company set forth in Section 11.02 of the Indenture is amended to read in its entirety as follows: if to the Company or a Guarantor: Tenneco Inc. 500 North Field Drive Lake Forest, Illinois 60045 Attention: Kenneth R. Trammell Chief Financial Officer Facsimile: (847) 482-5180 with a copy to: Timothy R. Donovan General Counsel Tenneco Inc. 500 North Field Drive Lake Forest, Illinois 60045 Facsimile: (847) 482-5040 Section 3.3 Amendment to Form of Series A Security. (a) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the title set forth on page 3 of the Form of Series A Security attached as Exhibit A to the Indenture is amended in its entirety as follows: TENNECO INC. 8 5/8% Senior Subordinated Notes due November 15, 2014, Series A 4 (b) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the first paragraph on page 3 of the Form of Series A Security attached as Exhibit A to the Indenture is amended in its entirety as follows: TENNECO INC., a Delaware corporation (the "Company," which term includes any successor corporation), for value received promises to pay to Cede & Co. or registered assigns, the principal sum of [ ] Dollars, on November 15, 2014. (c) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the signature block of the Company set forth on the Form of Series A Security attached as Exhibit A to the Indenture is amended in its entirety as follows: TENNECO INC. By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: (d) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the title set forth on the reverse side of the Form of Series A Security attached as Exhibit A to the Indenture is amended in its entirety as follows: TENNECO INC. 8 5/8% Senior Subordinated Notes due November 15, 2014, Series A (e) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the first paragraph of section 1 on the reverse side of the Form of Series A Security attached as Exhibit A to the Indenture is amended in its entirety as follows: TENNECO INC., a Delaware corporation (the "Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semi-annually on May 15 and November 15 of each year (an "Interest Payment Date"), commencing May 15, 2005. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [ ]. Interest will be computed on the basis of a 360-day year of twelve 30-day months. (f) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the second paragraph of section 23 on the reverse side of the 5 Form of Series A Security attached as Exhibit A to the Indenture is amended in its entirety as follows: The Company will furnish to any Holder of a Security upon written request and without charge a copy of the Indenture. Requests may be made to TENNECO INC., 500 North Field Drive, Lake Forest, IL 60045, Attention: Chief Financial Officer. Section 3.4 Amendment to Form of Series B Security. (a) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the title set forth on page 1 of the Form of Series B Security attached as Exhibit B to the Indenture is amended in its entirety as follows: TENNECO INC. 8 5/8% Senior Subordinated Notes due November 15, 2014, Series B (b) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the first paragraph on page 1 of the Form of Series B Security attached as Exhibit B to the Indenture is amended in its entirety as follows: TENNECO INC., a Delaware corporation (the "Company," which term includes any successor corporation), for value received promises to pay to Cede & Co. or registered assigns, the principal sum of [ ] Dollars, on November 15, 2014. (c) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the signature block of the Company set forth on the Form of Series B Security attached as Exhibit B to the Indenture is amended in its entirety as follows: TENNECO INC. By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: (d) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the title set forth on the reverse side of the Form of Series B Security attached as Exhibit B to the Indenture is amended in its entirety as follows: 6 TENNECO INC. 8 5/8% Senior Subordinated Notes due November 15, 2014, Series B (e) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the first paragraph of section 1 on the reverse side of the Form of Series B Security attached as Exhibit B to the Indenture is amended in its entirety as follows: TENNECO INC., a Delaware corporation (the "Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semi-annually on May 15 and November 15 of each year (an "Interest Payment Date"), commencing [ ]. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 19, 2004. Interest will be computed on the basis of a 360-day year of twelve 30-day months. (f) With respect to any Securities executed and authenticated after the date of this Second Supplemental Indenture, the second paragraph of section 23 on the reverse side of the Form of Series B Security attached as Exhibit B to the Indenture is amended in its entirety as follows: The Company will furnish to any Holder of a Security upon written request and without charge a copy of the Indenture. Requests may be made to TENNECO INC., 500 North Field Drive, Lake Forest, IL 60045, Attention: Chief Financial Officer. SECTION 4 MISCELLANEOUS Section 4.1 Full Force and Effect. Except as they have been modified by this Second 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 Second Supplemental Indenture. Section 4.3 Trustee Reliance. The Trustee enters into this Second 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 Second Supplemental Indenture is authorized or permitted by the Indenture. 7 Section 4.4 Provisions Binding on the Company's Successors. All the covenants, stipulations, promises and agreements contained in this Second Supplemental Indenture made by the Company shall bind its successors and assigns whether so expressed or not. Section 4.5 New York Contract. This Second 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 Second 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. Section 4.7 Outstanding Securities. With respect to any Securities executed and authenticated prior to the date of this Second Supplemental Indenture, the Trustee shall cause a sticker or other similar legend to be placed on such Securities reflecting the change of the Company's name to "Tenneco Inc." as contemplated hereby. [Signature pages follow.] 8 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above. TENNECO INC. By: /s/ Kenneth R. Trammell ---------------------------------------- Name: Kenneth R. Trammell Title: Senior Vice President and Chief Financial Officer TENNECO AUTOMOTIVE OPERATING COMPANY INC., as Guarantor By: /s/ Kenneth R. Trammell ---------------------------------------- Name: Kenneth R. Trammell Title: Senior Vice President and Chief Financial Officer THE PULLMAN COMPANY, as Guarantor By: /s/ Kenneth R. Trammell ---------------------------------------- Name: Kenneth R. Trammell Title: Vice President S-1 CLEVITE INDUSTRIES INC., as Guarantor By: /s/ Kenneth R. Trammell ---------------------------------------- Name: Kenneth R. Trammell Title: Vice President TENNECO GLOBAL HOLDINGS INC., as Guarantor By: /s/ Kenneth R. Trammell ---------------------------------------- Name: Kenneth R. Trammell Title: Vice President TMC TEXAS INC., as Guarantor By: /s/ Kenneth R. Trammell ---------------------------------------- Name: Kenneth R. Trammell Title: Vice President TENNECO INTERNATIONAL HOLDING CORP., as Guarantor By: /s/ Kenneth R. Trammell ---------------------------------------- Name: Kenneth R. Trammell Title: Vice President THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee By: /s/ D.G. Donovan ---------------------------------------- Name: D.G. Donovan Title: Vice President S-2