FIRST AMENDMENT, dated as of February 14, 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 Lenders and, with respect to the amendment set forth in Section 2(c) of this Amendment, the Required Pro Rata Lenders party hereto wish pursuant to Section 10.01 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. Effective as of the First Amendment Effective Date (as defined below):
(a) Clause (a) of Section 2.27 of the Existing Credit Agreement is hereby amended by:
(i) deleting $1,000,000,000 where it appears therein and inserting in lieu thereof $800,000,000; and
(ii) deleting assuming full utilization of the Revolving Facility where it appears therein and inserting in lieu thereof assuming full utilization of such Incremental Facility consisting of an increase in the Revolving Facility.