Exhibit 4.5(g)
EXECUTION COPY
NEW LENDER SUPPLEMENT
Dated as of April 29, 2005
Reference is made to the Amended and Restated Credit Agreement, dated
as of December 12, 2003 (amending and restating 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"), JPMorgan Chase Bank, N.A., a national banking
association (as successor to JPMorgan Chase Bank), 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"). Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.
The New Lender identified on Schedule l hereto (the "New Lender"), the
Administrative Agent and the Borrower agree as follows:
1. The New Lender hereby irrevocably makes a Revolving Commitment to
the Borrower in the amount set forth on Schedule 1 hereto (the "New Commitment")
pursuant to Section 2.6(c) of the Credit Agreement. From and after the Effective
Date (as defined below), the New Lender will be a Lender under the Credit
Agreement with respect to the New Revolving Commitment, which shall be a
Revolving Commitment under the Credit Agreement for all purposes.
2. The Administrative Agent (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement; and (b) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower, any of its Subsidiaries or any other obligor or the performance
or observance by the Borrower, any of its Subsidiaries or any other obligor of
any of their respective obligations under the Credit Agreement or any other
instrument or document furnished pursuant hereto or thereto.
3. The New Lender (a) represents and warrants that it is legally
authorized to enter into this New Lender Supplement; (b) confirms that it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 6.1 of the Credit Agreement
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this New Lender Supplement;
(c) agrees that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement or
any other instrument or document furnished pursuant hereto or
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thereto; (d) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Credit Agreement or any other instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are incidental thereto; and (e) assumes
and accepts the obligations and rights of a Revolving Lender under the Credit
Agreement and agrees that it will be bound by the provisions of the Credit
Agreement and will perform in accordance with its terms all the obligations
which by the terms of the Credit Agreement are required to be performed by it as
a Lender.
4. The effective date of this New Lender Supplement shall be the
Effective Date of the New Revolving Commitment described in Schedule 1 hereto
(the "Effective Date"). Following the execution of this New Lender Supplement by
each of the New Lender and the Borrower, it will be delivered to the
Administrative Agent for acceptance and recording by it pursuant to the Credit
Agreement, effective as of the Effective Date (which shall not, unless otherwise
agreed to by the Administrative Agent, be earlier than two Business Days after
the date of such acceptance and recording by the Administrative Agent).
5. Upon such acceptance and recording, from and after the Effective
Date, the Administrative Agent shall make all payments in respect of the New
Revolving Commitment (including payments of principal, interest, fees and other
amounts) to the New Lender for amounts which have accrued on and subsequent to
the Effective Date.
6. From and after the Effective Date, the New Lender shall be a party
to the Credit Agreement and, to the extent provided in this New Lender
Supplement, have the rights and obligations of a Lender thereunder and shall be
bound by the provisions thereof.
7. The New Lender's address for notices for the purposes of the
Agreement is as follows:
The Bank of Nova Scotia-New York Agency
600 Peachtree Street N.E.
Suite 2700
Atlanta, GA 30308
8. This New Lender Supplement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this New Lender
Supplement to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.
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Schedule 1
to New Lender Supplement
Name of New Lender: The Bank of Nova Scotia
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Effective Date of New Revolving Commitment: April 29, 2005
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Principal Amount of New Revolving Commitment: $15,000,000.00
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THE BANK OF NOVA SCOTIA, as New TENNECO AUTOMOTIVE INC., as
Lender Borrower
By: /s/ V. Gibson By: /s/ John E. Kunz
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Name: V. Gibson Name: John E. Kunz
Title: Assistant Agent Title: Vice President and Treasurer
Acknowledged to and consented by:
JPMORGAN CHASE BANK, N.A., JPMORGAN CHASE BANK, N.A.,
as Administrative Agent as Issuing Lender
By: /s/ Richard W. Duker By: /s/ Richard W. Duker
--------------------------------- ---------------------------------
Name: Richard W. Duker Name: Richard W. Duker
Title: Managing Director Title: Managing Director