THIRD AMENDMENT, dated as of May 5, 2020 (this Amendment), to the Credit Agreement, dated as of October 1, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Existing Credit Agreement; and as amended by this Amendment, the Credit Agreement), among TENNECO INC., a Delaware corporation (the Company), TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation and a Subsidiary of the Company (TAOC), any other Subsidiary Borrowers (as defined therein) from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto (the Lenders), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the Administrative Agent).
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders, the Administrative Agent and certain other financial institutions are parties to the Existing Credit Agreement;
WHEREAS, the Borrowers, the Required Pro Rata Lenders and, solely with respect to the amendments set forth in Section 3 of this Amendment, the Required Lenders, party hereto wish pursuant to Section 10.1 of the Existing Credit Agreement to make certain amendments to the Existing Credit Agreement, in each case as described in this Amendment;
WHEREAS, pursuant to Section 10.1 of the Existing Credit Agreement, the parties hereto hereby agree to amend the Existing Credit Agreement as set forth herein, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein or the context otherwise requires, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.
2. Amendments to Financial Condition Covenants. Effective as of the Third Amendment Effective Date (as defined below), Section 7.1 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
7.1 Financial Condition Covenants. Solely with respect to the Revolving Facility and the Tranche A Term Facility:
(a) Prior to the earlier of (x) the occurrence of a Covenant Reset Trigger (as defined in Section 7.1(g) below) and (y) the delivery to the Administrative Agent of a Covenant Reset Certificate (as defined in Section 7.1(g) below):
(i) Senior Secured Leverage Ratio. Permit the Senior Secured Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Company ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: