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EXHIBIT 4.4(b)
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
November 4, 1999, among Tenneco Automotive Inc., a Delaware corporation, Tenneco
International Holding Corp., a Delaware corporation, Tenneco Global Holdings
Inc., a Delaware corporation, The Pullman Company, a Delaware corporation,
Clevite Industries Inc., a Delaware corporation, and TMC Texas Inc., a Delaware
corporation (the "Guarantors"), each a subsidiary of Tenneco Inc., a Delaware
corporation (the "Company"), the Company and The Bank of New York, a New York
banking corporation, as trustee under the Indenture referred to below (the
"Trustee").
W I T N E S S E T H :
WHEREAS the Company has heretofore executed and delivered to the
Trustee an Indenture (as such may be amended from time to time, the
"Indenture"), dated as of October 14, 1999, providing for the issuance of an
aggregate principal amount of up to $750,000,000 of 11 5/8% Senior Subordinated
Notes due 2009 (the "Securities");
WHEREAS, to effect the separation of the Company's automotive,
packaging and administrative services businesses, the Company will enter into
and consummate the Spin-Off Transactions (as defined in the Indenture);
WHEREAS, to ensure the consummation of the Spin-Off Transactions,
the Company has deposited the Special Redemption Amount (as defined in the
Indenture) with the Trustee to be held in escrow;
WHEREAS Section 4.22 of the Indenture provides that, to effect the
release of the Special Redemption Amount, the Company is required to, among
other things, cause the Guarantors to execute and deliver to the Trustee a
supplemental indenture pursuant to which each Guarantor shall unconditionally
guarantee all of the Company's obligations under the Securities pursuant to a
Guarantee on the terms and conditions set forth herein; and
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WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and
the Company are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantors, the Company and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the Securities as follows:
1. Definitions. (a) Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
2. Agreement to Guarantee. Each Guarantor hereby agrees, jointly and
severally with all other Guarantors, to guarantee the Company's obligations
under the Securities on the terms and subject to the conditions set forth in
Articles Ten and Twelve of the Indenture and to be bound by all other applicable
provisions of the Indenture. From and after the date hereof, each Guarantor
shall be a Guarantor for all purposes under the Indenture and the Securities.
3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
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4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
The recitals contained herein shall be taken as the statements of the Company
and each Guarantor, and the Trustee assumes no responsibility for their
correctness.
6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
7. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed as of the date first above written.
TENNECO AUTOMOTIVE INC.
By: /s/ Timothy R. Donovan
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Timothy R. Donovan
Senior Vice President
And General Counsel
By: /s/ Don P. Carpenter
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Don P. Carpenter
Vice President and
Assistant Secretary
TENNECO INTERNATIONAL HOLDING
CORP.
By: /s/ Timothy R. Donovan
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Timothy R. Donovan
Vice President and
Assistant Secretary
By: /s/ Don P. Carpenter
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Don P. Carpenter
Vice President and
Assistant Secretary
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TENNECO GLOBAL HOLDINGS INC.
By: /s/ Timothy R. Donovan
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Timothy R. Donovan
Vice President and
Assistant Secretary
By: /s/ Don P. Carpenter
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Don P. Carpenter
Vice President and
Assistant Secretary
THE PULLMAN COMPANY
By: /s/ Timothy R. Donovan
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Timothy R. Donovan
Vice President and
Assistant Secretary
By: /s/ Don P. Carpenter
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Don P. Carpenter
Vice President and
Assistant Secretary
TMC TEXAS INC.
By: /s/ Bert F. Neece
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Bert F. Neece
Vice President and
Assistant Treasurer
By: /s/ Don P. Carpenter
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Don P. Carpenter
Vice President
and Secretary
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TENNECO INC.
By: /s/ Robert T. Blakely
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Name:
Title:
By: /s/ Karl A. Stewart
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Name:
Title:
THE BANK OF NEW YORK, as Trustee
By: /s/ Mary LaGumina
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Name:
Title:
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CLEVITE INDUSTRIES INC.
By: /s/ Timothy R. Donovan
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Timothy R. Donovan
Vice President and
Assistant Secretary
By: /s/ Don P. Carpenter
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Don P. Carpenter
Vice President and
Assistant Secretary