EXHIBIT 4.8(d)
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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
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Providing for an Amendment to the Indenture
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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
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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:
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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
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8 5/8% Senior Subordinated Notes due 2014, Series A
8 5/8% Senior Subordinated Notes due 2014, Series B
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(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
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(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
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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:
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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.
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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.]
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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
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Name: Kenneth R. Trammell
Title: Senior Vice President and Chief
Financial Officer
TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
as Guarantor
By: /s/ Kenneth R. Trammell
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Name: Kenneth R. Trammell
Title: Senior Vice President and Chief
Financial Officer
THE PULLMAN COMPANY, as Guarantor
By: /s/ Kenneth R. Trammell
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Name: Kenneth R. Trammell
Title: Vice President
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CLEVITE INDUSTRIES INC., as Guarantor
By: /s/ Kenneth R. Trammell
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Name: Kenneth R. Trammell
Title: Vice President
TENNECO GLOBAL HOLDINGS INC., as Guarantor
By: /s/ Kenneth R. Trammell
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Name: Kenneth R. Trammell
Title: Vice President
TMC TEXAS INC., as Guarantor
By: /s/ Kenneth R. Trammell
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Name: Kenneth R. Trammell
Title: Vice President
TENNECO INTERNATIONAL HOLDING CORP.,
as Guarantor
By: /s/ Kenneth R. Trammell
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Name: Kenneth R. Trammell
Title: Vice President
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
By: /s/ D.G. Donovan
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Name: D.G. Donovan
Title: Vice President
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