EXHIBIT 24.1
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan, Kenneth R.
Trammell and James A. Perkins, Jr., or any of them, as his true and lawful
attorney-in-fact and agent, to do any and all acts and things in his name and on
his behalf in his capacities set forth on Exhibit A hereto, with full power of
substitution and resubstitution, and to execute any and all instruments for him
in such capacity, which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable to enable the companies listed on Exhibit A hereto
to comply with the Securities Act of 1933, as amended, and any rules,
regulations or requirements of the Securities and Exchange Commission, in
connection with the Registration Statement on Form S-4 being filed by the
companies listed on Exhibit A hereto related to the 8-5/8% Senior Subordinated
Notes due 2014 of Tenneco Automotive Inc. (the "Registration Statement"),
including, specifically, but without limitation, the power and authority to sign
for him in such capacity, any and all amendments (including post-effective
amendments) to the Registration Statement and other documents in connection
therewith, and to file the same with the Securities and Exchange Commission. The
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents, or any of them, shall lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ Mark P. Frissora
----------------------
Name: Mark P. Frissora
Exhibit A
Registrant Position
- ----------------------------------------- -------------------------------------------------------
Tenneco Automotive Inc. Chairman of the Board of Directors, President and Chief
Executive Officer (Principal Executive Officer)
Tenneco Automotive Operating Company Inc. President and Director (Principal Executive Officer)
Clevite Industries Inc. President and Director (Principal Executive Officer)
The Pullman Company President and Director (Principal Executive Officer)
Tenneco Global Holdings Inc. President (Principal Executive Officer)
Tenneco International Holding Corp. President and Director (Principal Executive Officer)
TMC Texas Inc. President and Director (Principal Executive Officer)
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan and James A.
Perkins, Jr., or either of them, as his true and lawful attorney-in-fact and
agent, to do any and all acts and things in his name and on his behalf in his
capacities set forth on Exhibit A hereto, with full power of substitution and
resubstitution, and to execute any and all instruments for him in such capacity,
which said attorneys-in-fact and agents, or either of them, may deem necessary
or advisable to enable the companies listed on Exhibit A hereto to comply with
the Securities Act of 1933, as amended, and any rules, regulations or
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-4 being filed by the companies listed on
Exhibit A hereto related to the 8-5/8% Senior Subordinated Notes due 2014 of
Tenneco Automotive Inc. (the "Registration Statement"), including, specifically,
but without limitation, the power and authority to sign for him in such
capacity, any and all amendments (including post-effective amendments) to the
Registration Statement and other documents in connection therewith, and to file
the same with the Securities and Exchange Commission. The undersigned does
hereby ratify and confirm all that said attorneys-in-fact and agents, or any of
them, shall lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ Kenneth R. Trammell
-------------------------
Name: Kenneth R. Trammell
Exhibit A
Registrant Position
- ----------------------------------------- -------------------------------------------------------------------------------------
Tenneco Automotive Inc. Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Tenneco Automotive Operating Company Inc. Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Clevite Industries Inc. Vice President and Chief Financial Officer (Principal Financial Officer)
The Pullman Company Vice President and Chief Financial
Officer (Principal Financial Officer)
Tenneco Global Holdings Inc. Vice President and Chief Financial Officer and Director (Principal Financial Officer
and Principal Accounting Officer)
Tenneco International Holding Corp. Vice President and Chief Financial Officer and Director (Principal
Financial Officer)
TMC Texas Inc. Vice President and Chief Financial Officer and Director (Principal Financial Officer)
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan and Kenneth
R. Trammell, or either of them, as his true and lawful attorney-in-fact and
agent, to do any and all acts and things in his name and on his behalf in his
capacities set forth on Exhibit A hereto, with full power of substitution and
resubstitution, and to execute any and all instruments for him in such capacity,
which said attorneys-in-fact and agents, or either of them, may deem necessary
or advisable to enable the companies listed on Exhibit A hereto to comply with
the Securities Act of 1933, as amended, and any rules, regulations or
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-4 being filed by the companies listed on
Exhibit A hereto related to the 8-5/8% Senior Subordinated Notes due 2014 of
Tenneco Automotive Inc. (the "Registration Statement"), including, specifically,
but without limitation, the power and authority to sign for him in such
capacity, any and all amendments (including post-effective amendments) to the
Registration Statement and other documents in connection therewith, and to file
the same with the Securities and Exchange Commission. The undersigned does
hereby ratify and confirm all that said attorneys-in-fact and agents, or any of
them, shall lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ James A. Perkins, Jr.
---------------------------
Name: James A. Perkins, Jr.
Exhibit A
Registrant Position
- ----------------------------------------- ------------------------------------------------------------
Tenneco Automotive Inc. Vice President and Controller (Principal Accounting Officer)
Tenneco Automotive Operating Company Inc. Vice President and Controller (Principal Accounting Officer)
Clevite Industries Inc. Vice President and Controller (Principal Accounting Officer)
The Pullman Company Vice President and Controller (Principal Accounting Officer)
Tenneco International Holding Corp. Vice President and Controller (Principal Accounting Officer)
TMC Texas Inc. Vice President and Controller (Principal Accounting Officer)
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan, Kenneth R.
Trammell and James A. Perkins, Jr., or any of them, as his true and lawful
attorney-in-fact and agent, to do any and all acts and things in his name and on
his behalf in his capacity as a director of Tenneco Automotive Inc., with full
power of substitution and resubstitution, and to execute any and all instruments
for him in such capacity, which said attorneys-in-fact and agents, or any of
them, may deem necessary or advisable to enable said company to comply with the
Securities Act of 1933, as amended, and any rules, regulations or requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-4 being filed by Tenneco Automotive Inc., Tenneco Automotive
Operating Company Inc., Clevite Industries Inc., The Pullman Company, Tenneco
Global Holdings Inc., Tenneco International Holding Corp. and TMC Texas Inc.
related to the 8-5/8% Senior Subordinated Notes due 2014 of Tenneco Automotive
Inc. (the "Registration Statement"), including, specifically, but without
limitation, the power and authority to sign for him in such capacity, any and
all amendments (including post-effective amendments) to the Registration
Statement and other documents in connection therewith, and to file the same with
the Securities and Exchange Commission. The undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or any of them, shall
lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ Charles W. Cramb
----------------------
Name: Charles W. Cramb
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Kenneth R. Trammell and James A.
Perkins, Jr., or either of them, as his true and lawful attorney-in-fact and
agent, to do any and all acts and things in his name and on his behalf in his
capacities set forth on Exhibit A hereto, with full power of substitution and
resubstitution, and to execute any and all instruments for him in such capacity,
which said attorneys-in-fact and agents, or either of them, may deem necessary
or advisable to enable the companies listed on Exhibit A hereto to comply with
the Securities Act of 1933, as amended, and any rules, regulations or
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-4 being filed by the companies listed on
Exhibit A hereto related to the 8-5/8% Senior Subordinated Notes due 2014 of
Tenneco Automotive Inc. (the "Registration Statement"), including, specifically,
but without limitation, the power and authority to sign for him in such
capacity, any and all amendments (including post-effective amendments) to the
Registration Statement and other documents in connection therewith, and to file
the same with the Securities and Exchange Commission. The undersigned does
hereby ratify and confirm all that said attorneys-in-fact and agents, or any of
them, shall lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ Timothy R. Donovan
------------------------
Name: Timothy R. Donovan
Exhibit A
Registrant Position
- ----------------------------------- --------
Tenneco Automotive Inc. Director
Tenneco Global Holdings Inc. Director
Tenneco International Holding Corp. Director
TMC Texas Inc. Director
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan, Kenneth R.
Trammell and James A. Perkins, Jr., or any of them, as her true and lawful
attorney-in-fact and agent, to do any and all acts and things in her name and on
her behalf in her capacity as a director of Tenneco Automotive Inc., with full
power of substitution and resubstitution, and to execute any and all instruments
for her in such capacity, which said attorneys-in-fact and agents, or any of
them, may deem necessary or advisable to enable said company to comply with the
Securities Act of 1933, as amended, and any rules, regulations or requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-4 being filed by Tenneco Automotive Inc., Tenneco Automotive
Operating Company Inc., Clevite Industries Inc., The Pullman Company, Tenneco
Global Holdings Inc., Tenneco International Holding Corp. and TMC Texas Inc.
related to the 8-5/8% Senior Subordinated Notes due 2014 of Tenneco Automotive
Inc. (the "Registration Statement"), including, specifically, but without
limitation, the power and authority to sign for her in such capacity, any and
all amendments (including post-effective amendments) to the Registration
Statement and other documents in connection therewith, and to file the same with
the Securities and Exchange Commission. The undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or any of them, shall
lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ M. Kathryn Eickhoff
-------------------------
Name: M. Kathryn Eickhoff
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan, Kenneth R.
Trammell and James A. Perkins, Jr., or any of them, as his true and lawful
attorney-in-fact and agent, to do any and all acts and things in his name and on
his behalf in his capacity as a director of Tenneco Automotive Inc., with full
power of substitution and resubstitution, and to execute any and all instruments
for him in such capacity, which said attorneys-in-fact and agents, or any of
them, may deem necessary or advisable to enable said company to comply with the
Securities Act of 1933, as amended, and any rules, regulations or requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-4 being filed by Tenneco Automotive Inc., Tenneco Automotive
Operating Company Inc., Clevite Industries Inc., The Pullman Company, Tenneco
Global Holdings Inc., Tenneco International Holding Corp. and TMC Texas Inc.
related to the 8-5/8% Senior Subordinated Notes due 2014 of Tenneco Automotive
Inc. (the "Registration Statement"), including, specifically, but without
limitation, the power and authority to sign for him in such capacity, any and
all amendments (including post-effective amendments) to the Registration
Statement and other documents in connection therewith, and to file the same with
the Securities and Exchange Commission. The undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or any of them, shall
lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ Frank E. Macher
---------------------
Name: Frank E. Macher
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan, Kenneth R.
Trammell and James A. Perkins, Jr., or any of them, as his true and lawful
attorney-in-fact and agent, to do any and all acts and things in his name and on
his behalf in his capacity as a director of Tenneco Automotive Inc., with full
power of substitution and resubstitution, and to execute any and all instruments
for him in such capacity, which said attorneys-in-fact and agents, or any of
them, may deem necessary or advisable to enable said company to comply with the
Securities Act of 1933, as amended, and any rules, regulations or requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-4 being filed by Tenneco Automotive Inc., Tenneco Automotive
Operating Company Inc., Clevite Industries Inc., The Pullman Company, Tenneco
Global Holdings Inc., Tenneco International Holding Corp. and TMC Texas Inc.
related to the 8-5/8% Senior Subordinated Notes due 2014 of Tenneco Automotive
Inc. (the "Registration Statement"), including, specifically, but without
limitation, the power and authority to sign for him in such capacity, any and
all amendments (including post-effective amendments) to the Registration
Statement and other documents in connection therewith, and to file the same with
the Securities and Exchange Commission. The undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or any of them, shall
lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ David B. Price, Jr.
-------------------------
Name: David B. Price, Jr.
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan, Kenneth R.
Trammell and James A. Perkins, Jr., or any of them, as his true and lawful
attorney-in-fact and agent, to do any and all acts and things in his name and on
his behalf in his capacity as a director of Tenneco Automotive Inc., with full
power of substitution and resubstitution, and to execute any and all instruments
for him in such capacity, which said attorneys-in-fact and agents, or any of
them, may deem necessary or advisable to enable said company to comply with the
Securities Act of 1933, as amended, and any rules, regulations or requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-4 being filed by Tenneco Automotive Inc., Tenneco Automotive
Operating Company Inc., Clevite Industries Inc., The Pullman Company, Tenneco
Global Holdings Inc., Tenneco International Holding Corp. and TMC Texas Inc.
related to the 8-5/8% Senior Subordinated Notes due 2014 of Tenneco Automotive
Inc. (the "Registration Statement"), including, specifically, but without
limitation, the power and authority to sign for him in such capacity, any and
all amendments (including post-effective amendments) to the Registration
Statement and other documents in connection therewith, and to file the same with
the Securities and Exchange Commission. The undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or any of them, shall
lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ Roger B. Porter
---------------------
Name: Roger B. Porter
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan, Kenneth R.
Trammell and James A. Perkins, Jr., or any of them, as his true and lawful
attorney-in-fact and agent, to do any and all acts and things in his name and on
his behalf in his capacity as a director of Tenneco Automotive Inc., with full
power of substitution and resubstitution, and to execute any and all instruments
for him in such capacity, which said attorneys-in-fact and agents, or any of
them, may deem necessary or advisable to enable said company to comply with the
Securities Act of 1933, as amended, and any rules, regulations or requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-4 being filed by Tenneco Automotive Inc., Tenneco Automotive
Operating Company Inc., Clevite Industries Inc., The Pullman Company, Tenneco
Global Holdings Inc., Tenneco International Holding Corp. and TMC Texas Inc.
related to the 8-5/8% Senior Subordinated Notes due 2014 of Tenneco Automotive
Inc. (the "Registration Statement"), including, specifically, but without
limitation, the power and authority to sign for him in such capacity, any and
all amendments (including post-effective amendments) to the Registration
Statement and other documents in connection therewith, and to file the same with
the Securities and Exchange Commission. The undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or any of them, shall
lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ Dennis G. Severance
-------------------------
Name: Dennis G. Severance
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan, Kenneth R.
Trammell and James A. Perkins, Jr., or any of them, as his true and lawful
attorney-in-fact and agent, to do any and all acts and things in his name and on
his behalf in his capacity as a director of Tenneco Automotive Inc., with full
power of substitution and resubstitution, and to execute any and all instruments
for him in such capacity, which said attorneys-in-fact and agents, or any of
them, may deem necessary or advisable to enable said company to comply with the
Securities Act of 1933, as amended, and any rules, regulations or requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-4 being filed by Tenneco Automotive Inc., Tenneco Automotive
Operating Company Inc., Clevite Industries Inc., The Pullman Company, Tenneco
Global Holdings Inc., Tenneco International Holding Corp. and TMC Texas Inc.
related to the 8-5/8% Senior Subordinated Notes due 2014 of Tenneco Automotive
Inc. (the "Registration Statement"), including, specifically, but without
limitation, the power and authority to sign for him in such capacity, any and
all amendments (including post-effective amendments) to the Registration
Statement and other documents in connection therewith, and to file the same with
the Securities and Exchange Commission. The undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or any of them, shall
lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ Paul T. Stecko
--------------------
Name: Paul T. Stecko
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned does hereby appoint Timothy R. Donovan, Kenneth R.
Trammell and James A. Perkins, Jr., or any of them, as her true and lawful
attorney-in-fact and agent, to do any and all acts and things in her name and on
her behalf in her capacity as a director of Tenneco Automotive Inc., with full
power of substitution and resubstitution, and to execute any and all instruments
for her in such capacity, which said attorneys-in-fact and agents, or any of
them, may deem necessary or advisable to enable said company to comply with the
Securities Act of 1933, as amended, and any rules, regulations or requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-4 being filed by Tenneco Automotive Inc., Tenneco Automotive
Operating Company Inc., Clevite Industries Inc., The Pullman Company, Tenneco
Global Holdings Inc., Tenneco International Holding Corp. and TMC Texas Inc.
related to the 8-5/8% Senior Subordinated Notes due 2014 of Tenneco Automotive
Inc. (the "Registration Statement"), including, specifically, but without
limitation, the power and authority to sign for her in such capacity, any and
all amendments (including post-effective amendments) to the Registration
Statement and other documents in connection therewith, and to file the same with
the Securities and Exchange Commission. The undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or any of them, shall
lawfully do or cause to be done by virtue hereof.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 8th day of March, 2005.
/s/ Jane L. Warner
--------------------
Name: Jane L. Warner