Exhibit 4.5(j)
NEW LENDER SUPPLEMENT
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Dated as of July 27, 2006
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 Inc. (formerly 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 Revolving
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 thereto; (d) appoints and authorizes
the Administrative Agent to take such action as agent on its
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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 Credit
Agreement is as follows:
LaSalle Bank National Association
c/o Lora Backofen, SVP
135 S. LaSalle Street / Suite 1126
Chicago, IL 60603
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: LaSalle Bank National Association
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Effective Date of New Revolving Commitment: July 27, 2006
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Principal Amount of New Revolving Commitment: $20,000,000
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LASALLE BANK NATIONAL
ASSOCIATION, as New Lender
By:/s/ Lora Backofen
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Name: Lora Backofen
Title: Senior Vice President
Signature Page to New Lender Supplement
TENNECO INC., as Borrower
By: /s/ John E. Kunz
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Name: John E. Kunz
Title: Vice President, Treasurer and Tax
Signature Page to New Lender Supplement
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
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Name: Richard W. Duker Name: Richard W. Duker
Title: Managing Director Title: Managing Director
Signature Page to New Lender Supplement