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EXHIBIT 4.4(c)
SUBSIDIARY GUARANTEE
Each undersigned Guarantor (as defined in the Indenture dated as of
October 14, 1999 (the "Indenture") among Tenneco Inc. (the "Company"), the
Guarantors and The Bank of New York (the "Trustee," which term includes any
successor person under the Indenture) unconditionally guarantees on a senior
subordinated basis as set forth in Article Twelve of the Indenture (such
guarantee by the Guarantor being referred to herein as a "Guarantee") (i) the
due and punctual payment of the principal of and interest on the Securities (as
defined in the Indenture), whether at maturity, by acceleration or otherwise,
the due and punctual payment of interest on the overdue principal and interest,
if any, on the Securities, to the extent lawful, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Securities or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.
No stockholder, officer, director or incorporator, as such, past,
present or future, of the Guarantor shall have any liability under the
Guarantee by reason of his or its status as such stockholder, officer, director
or incorporator.
The Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Securities shall have been executed by
the Trustee under the Indenture by the manual signature of one of its
authorized officers.
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Dated: November 4, 1999
TENNECO AUTOMOTIVE INC.
By: /s/ TIMOTHY R. DONOVAN
----------------------------------
Timothy R. Donovan
Senior Vice President
And General Counsel
By:
----------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
TENNECO INTERNATIONAL HOLDING CORP.
By: /s/ TIMOTHY R. DONOVAN
----------------------------------
Timothy R. Donovan
Senior Vice President
and General Counsel
By:
----------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
TENNECO GLOBAL HOLDINGS INC.
By: /s/ TIMOTHY R. DONOVAN
----------------------------------
Timothy R. Donovan
Senior Vice President
and General Counsel
By:
----------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
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Dated: November 4, 1999
TENNECO AUTOMOTIVE INC.
By:
----------------------------------
Timothy R. Donovan
Senior Vice President
And General Counsel
By: /s/ DON P. CARPENTER
----------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
TENNECO INTERNATIONAL HOLDING CORP.
By:
----------------------------------
Timothy R. Donovan
Senior Vice President
and General Counsel
By: /s/ DON P. CARPENTER
----------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
TENNECO GLOBAL HOLDINGS INC.
By:
----------------------------------
Timothy R. Donovan
Senior Vice President
and General Counsel
By: /s/ DON P. CARPENTER
----------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
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THE PULLMAN COMPANY
By: /s/ TIMOTHY R. DONOVAN
-----------------------
Timothy R. Donovan
Vice President and
Assistant Secretary
By:
-----------------------
Don P. Carpenter
Vice President and
Assistant Secretary
TMC TEXAS INC.
By:
-----------------------
Bert F. Neece
Vice President and
Assistant Treasurer
By:
-----------------------
Don P. Carpenter
Vice President and
Secretary
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THE PULLMAN COMPANY
By:
-----------------------
Timothy R. Donovan
Vice President and
Assistant Secretary
By: /s/ DON P. CARPENTER
-----------------------
Don P. Carpenter
Vice President and
Assistant Secretary
TMC TEXAS INC.
By: /s/ BERT F. NEECE
-----------------------
Bert F. Neece
Vice President and
Assistant Treasurer
By: /s/ DON P. CARPENTER
-----------------------
Don P. Carpenter
Vice President and
Secretary
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CLEVITE INDUSTRIES INC.
By: /s/ TIMOTHY R. DONOVAN
----------------------
Timothy R. Donovan
Vice President and
Assistant Secretary
By:
----------------------
Don P. Carpenter
Vice President and
Assistant Secretary
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CLEVITE INDUSTRIES INC.
By:
----------------------
Timothy R. Donovan
Vice President and
Assistant Secretary
By: /s/ DON P. CARPENTER
----------------------
Don P. Carpenter
Vice President and
Assistant Secretary
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