Exhibit 4.5(c)
WAIVER
WAIVER,
dated as of July 23, 2007 (this “ Waiver
”), under the Second Amended and Restated Credit Agreement,
dated as of March 16, 2007 (amending and restating 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., 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 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
”).
W I T N E S S
E T H :
WHEREAS,
the Borrower, the Lenders and the Administrative Agent and the
Other Agents are parties to the Credit Agreement;
WHEREAS,
the Borrower will restate its financial statements for the fiscal
years ended December 31, 2004, December 31, 2005 and
December 31, 2006 and for the fiscal quarter ended March 31,
2007, as more fully described in the Borrower’s report on
Form 8-K filed with the SEC on July 23, 2007 (the “
Restatement ”);
WHEREAS,
the Borrower has requested certain waivers under the Credit
Agreement in connection with the Restatement; and
WHEREAS,
the Lenders, the Administrative Agent and the Other Agents are
willing to agree to such waivers under the Credit Agreement,
subject to the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Borrower, the Lenders, the Administrative
Agent and the Other Agents hereby agree as follows:
1.
Defined Terms . Unless otherwise defined herein, capitalized
terms which are defined in the Credit Agreement, as amended hereby,
are used herein as therein defined.
2.
Waiver, etc . The Required Lenders hereby waive (a) any
Default or Event of Default (a) under Section 4.1 of the
Credit Agreement, Section 6.1 of the Credit Agreement or any
other provision of the Credit Agreement or any other Loan Document
requiring an item or calculation to be determined in accordance
with GAAP or re
