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";
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(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
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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
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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
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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.
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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.
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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:
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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:
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Name:
Title:
By:
---------------------------------------
Name:
Title:
13
ALLIANCE CAPITAL FUNDING, L.L.C.
By:
---------------------------------------
Name:
Title:
14
ALLSTATE LIFE INSURANCE COMPANY
By:
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Name:
Title:
By:
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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:
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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:
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Name:
Title:
30
BOEING CAPITAL CORPORATION
By:
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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:
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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:
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Name:
Title:
By:
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Name:
Title:
47
ELC (CAYMAN) LTD.
By:
---------------------------------------
Name:
Title:
48
ELC (CAYMAN) LTD. 1999-II
By:
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Name:
Title:
49
ELC (CAYMAN) LTD. 1999-III
By:
---------------------------------------
Name:
Title:
50
ELC (CAYMAN) LTD. 2000-1
By:
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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:
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Name:
Title:
By:
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Name:
Title:
56
FIRST DOMINION FUNDING III
By:
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Name:
Title:
57
FIRST UNION NATIONAL BANK
By:
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Name:
Title:
58
FIVE FINANCE CORPORATION
By: Citibank, N.A. as Additional Investment
Manager
By:
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Name:
Title:
59
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured Management Inc.,
as Attorney-in-Fact
By:
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Name:
Title:
60
FRANKLIN CLO I, LIMITED
By:
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Name:
Title:
61
FRANKLIN FLOATING RATE MASTER SERIES
By:
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Name:
Title:
62
FRANKLIN FLOATING RATE TRUST
By:
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Name:
Title:
63
FREMONT INVESTMENT AND LOAN
By:
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Name:
Title:
64
THE FUJI BANK, LIMITED
By:
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Name:
Title:
65
GALAXY CLO 1999-1, LTD.
BY: SAI INVESTMENT ADVISER, INC., ITS
COLLATERAL MANAGER
By:
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Name:
Title:
66
HELLER FINANCIAL, INC.
By:
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Name:
Title:
67
IKB DEUTSCHE INDUSTRIEBANK AG,
LUXEMBOURG BRANCH
By:
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Name:
Title:
By:
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Name:
Title:
68
IMPERIAL BANK
By:
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Name:
Title:
69
ING (U.S.) CAPITAL LLC
By:
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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:
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Name:
Title:
72
INDOSUEZ CAPITAL FUNDING IV, L.P.
By:
---------------------------------------
Name:
Title:
73
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
CHICAGO BRANCH
By:
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Name:
Title:
74
JISSEKIKUN FUNDING, LTD. (Acct 1288)
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By:
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Name:
Title:
75
KZH CNC LLC
By:
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Name:
Title:
76
KZH CRESCENT LLC
By:
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Name:
Title:
77
KZH CRESCENT-2 LLC
By:
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Name:
Title:
78
KZH CRESCENT-3 LLC
By:
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Name:
Title:
79
KZH PAMCO LLC
By:
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Name:
Title:
80
KZH PONDVIEW LLC
By:
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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:
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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:
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Name:
Title:
126
WINDSOR LOAN FUNDING, LTD.
By:
---------------------------------------
Name:
Title:
127
WINGED FOOT FUNDING TRUST
By:
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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:
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Name:
Title: