EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED 

RECEIVABLES PURCHASE AGREEMENT 

THIS AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of March 20, 2015 (this
“Amendment”), is by and among: 
 (a) Tenneco Automotive RSA Company, a Delaware
corporation (“Seller”), 
 (b) Tenneco Automotive Operating Company Inc., a Delaware
corporation (“Tenneco Operating”), as Servicer (the “Servicer” and, together with Seller, the “Seller Parties”), 

(c) Chariot Funding LLC (as successor by merger to Falcon Asset Securitization Company LLC), a Delaware limited liability
company (“Chariot”), and Liberty Street Funding LLC, a Delaware limited liability company, as Conduits (each, a “Conduit”), 

(d) The entities party hereto as “Committed Purchasers” (the “Committed
Purchasers” and together with the Conduits, the “Purchasers”), 

(e) The Bank of Nova Scotia (“Scotiabank”), Wells Fargo Bank, N.A.
(“Wells Fargo”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Co-Agents (each a “Co-Agent”), and 

(f) JPMorgan, in its capacity as administrative agent under the Receivables Purchase Agreement (as defined below) (in such
capacity, together with its successors and assigns, the “Administrative Agent” and, together with each of the Co-Agents, the “Agents”), 

and consented to by Wells Fargo, as Second Lien Agent under the Intercreditor Agreement (as defined below) (in such capacity, together with its successors and
assigns, the “Second Lien Agent”). 
 W I T N E S S E T H : 

WHEREAS, Seller, Servicer, the Purchasers, the Co-Agents and the Administrative Agent are parties to that certain Third
Amended and Restated Receivables Purchase Agreement dated as of March 26, 2010 (as heretofore amended, the “Receivables Purchase Agreement”); 

WHEREAS, Seller, Servicer, the Administrative Agent, as First Lien Agent, and the Second Lien Agent are parties to that certain
Intercreditor Agreement dated as of March 26, 2010 (as heretofore amended, the “Intercreditor Agreement”); 

WHEREAS, the parties wish to amend the Receivables Purchase Agreement and extend the facility evidenced thereby on the
terms and subject to the conditions set forth herein; and 
 WHEREAS, the Purchasers and Agents are willing to agree
to, and the Second Lien Agent is willing to consent to, such amendments and extension subject to the terms and conditions set forth herein. 







 NOW, THEREFORE, in consideration of the premises herein contained, and for
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 
 1.
Defined Terms. Capitalized terms used herein and not otherwise defined shall have their meanings as attributed to such terms in the Receivables Purchase Agreement. 

2. Amendments. Upon satisfaction of the conditions precedent set forth in Section 3 hereof, the Receivables Purchase Agreement is
hereby amended as of the Effective Date as follows: 
 (a) Section 5.1(p) of the Receivables Purchase Agreement is hereby amended and
restated in its entirety to read as follows: 
 “(p) Not an Investment Company. Such Seller Party is not and, will not as a
result of the transactions contemplated hereby be, required to register as an “investment company” under the Investment Company Act of 1940, as amended, in reliance, in the case of the Seller, on the exception contained in
Section 3(c)(5) thereunder and such Seller Party is not a “covered fund” as defined under the Volcker Rule under C.F.R. 75.10(c)(8).” 

(b) Clauses (b) and (c) of Section 14.5 of the Receivables Purchase Agreement are amended and restated in their entireties to
read, respectively, as follows: 
 “(b) Each of the Agents and Purchasers agrees to keep confidential all non-public information
provided to it by either Seller Party pursuant to this Agreement that is designated by such Seller Party as confidential, except to the extent permitted to be disclosed pursuant to clause (c) of this Section 14.5. 

(c) Each of the Seller Parties, the Agents and the Purchasers hereby consents to the disclosure of any nonpublic information with respect to
it (i) to Performance Guarantor, the Agents and the Purchasers, (ii) by a Seller Party, the Agents or the Purchasers to any prospective or actual assignee or participant of any of them; provided that such assignee or
participant agrees to be bound by the terms of this Section 14.5, (iii) by the Agents or Conduits, to any rating agency (including, without limitation, any nationally recognized statistical rating organization in compliance with Rule 17g-5
under the Securities Exchange Act of 1934), Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to a Conduit or any entity organized for the purpose of purchasing, or making loans secured by, financial assets
for which either of the Co-Agents or one of its Affiliates acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing; provided that each such Person is
informed of the confidential nature of such information, (iv) by the Purchasers and the Agents pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or
not having the force or effect of law), (v) by a Seller Party, the Agents or the Purchasers to their respective accountants, legal counsel and other advisors; provided that each such Person is informed of the confidential nature
of such information, (vi) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder and (vii) by any Conduit (or any administrative agent
on its behalf) and its officers and employees to any collateral trustee appointed by such Conduit to comply with Rule 3a-7 under the Investment Company Act of 1940, provided such collateral trustee is informed of the confidential nature of such
information and such collateral trustee shall have entered into a written agreement with such Conduit containing customary provisions obligating such collateral trustee to maintain the confidentiality of information disclosed to it by such
Conduit.” 

  
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 (c) Section 14.15 of the Receivables Purchase Agreement is amended and restated in its
entirety to read as follows: 
 “Section 14.15 Security Interest. Notwithstanding any other provision of this Agreement to the
contrary, (i) any Purchaser may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any Purchaser Interest and any rights to payment of Capital and Yield) under this Agreement to
secure obligations of such Purchaser to a Federal Reserve Bank, and (ii) any Conduit may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any Purchaser Interest and any rights
to payment of Capital and Yield) under this Agreement to a collateral trustee in order to comply with Rule 3a-7 under the Investment Company Act of 1940 (as amended), in each case, without notice to or consent of the Seller, any other Purchaser or
the Agent; provided that no such pledge or grant of a security interest shall release a Purchaser from any of its obligations hereunder, or substitute any such pledgee or grantee for such Purchaser as a party hereto.” 

(d) The definition of “Eligible Receivable” appearing in Exhibit I to the Receivables Purchase Agreement is amended to add the
following as new clause (xix) and to renumber existing clauses (xix) and (xx) as clauses (xx) and (xxi), respectively: 

“(xix) which is not an obligation to pay for (i) prototypes or services rendered in connection with building prototypes,
(ii) tooling or equipment purchased or built by an Originator for the purpose of manufacturing products for an Obligor nor (iii) services rendered in connection with building tooling for the purposes of manufacturing products for an
Obligor; provided, however, that up to $5,000,000 of Receivables of the type described in the foregoing subclause (ii) or (iii) of this clause (xix) may be treated as Eligible Receivables if the PPAP (production part
approval process) for such Receivables has been completed and they meet the other criteria set forth in this definition,” 
 (e) The
following definitions appearing in Exhibit I to the Receivables Purchase Agreement are hereby amended and restated in their entireties to read, respectively, as follows: 

“Concentration Limit” means, at any time, for any Obligor, 3.6% of the aggregate
Outstanding Balance of all Eligible Receivables after subtracting the Pass Through Reserve, the Warranty Reserve, the Sales-Promotion Reserve and the Price Give Back Accrual, or such other higher amount (a “Special Concentration
Limit”) for such Obligor designated by the Administrative Agent; provided, that in the case of an Obligor and any Affiliate of such Obligor, the Concentration Limit shall be calculated as if such Obligor and such Affiliate
are one Obligor; provided, further, that any Agent may, upon not less than ten (10) Business Days’ notice to Seller, cancel any Special Concentration Limit. As of March 20, 2015, and subject to cancellation as described
above, (i) any Obligor and its Affiliates shall have a Special Concentration Limit equal to 6% of aggregate Outstanding Balance of all Eligible Receivables after subtracting the Pass Through Reserve, the Warranty Reserve, the Sales-Promotion
Reserve and the Price Give Back Accrual, so long as such Obligor’s long term debt ratings equal or exceed “BBB-” from Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business
(“S&P”) and “Baa3” from Moody’s Investors Service, Inc. (“Moody’s”); and (ii) the Special Concentration Limits of (a) Ford Motor Company and its Affiliates shall be
equal to 9.0% of the aggregate Outstanding Balance of all Eligible Receivables, (b) General Motors Company and its Affiliates shall be equal to 9.0% of the aggregate Outstanding Balance of all Eligible Receivables, (c) Caterpillar Inc. and
its Affiliates shall be equal to 12.0% of the aggregate Outstanding Balance of all Eligible Receivables and (d) Uni-Select Inc. and its Affiliates shall be equal to 4.5% of the aggregate Outstanding Balance of all Eligible Receivables after
subtracting the Pass Through Reserve, the Warranty Reserve, the Sales-Promotion Reserve and the Price Give Back Accrual. 

  
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 “Daily/90 Day LIBOR Rate” shall mean, for any day, a rate
per annum equal to the three month London-Interbank Offered Rate administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) appearing on Reuters Screen LIBOR01 Page (or on any successor or
substitute page of such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time in accordance with its customary practices for purposes of
providing quotations of interest rates applicable to U.S. Dollar deposits in the London interbank market) at approximately 11:00 a.m. (London time) on such day or, if such day is not a Business Day in London, the immediately preceding Business
Day in London; provided that if the rate appearing on such page (or such successor or substitute page) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. In the event that such rate is not
available on any day at such time for any reason, then the “Daily/90 Day LIBOR Rate” for such day shall be the rate at which three month U.S. Dollar deposits of $5,000,000 are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m. (London time) on such day; provided that if such rate shall be less than zero, such rate shall be deemed to be zero for the
purposes of this Agreement; and if the Administrative Agent is for any reason unable to determine the Daily/90 Day LIBOR Rate in the foregoing manner or has determined in good faith that the Daily/90 Day LIBOR Rate determined in such manner does not
accurately reflect the cost of acquiring, funding or maintaining a Purchaser Interest, then the “Daily/90 Day LIBOR Rate” for such day shall be the Prime Rate. 

“Level One Ratings Period” means any period during which Tenneco Automotive’s long-term senior
unsecured debt is rated “BB+” or higher by S&P and Tenneco Automotive has a long term corporate family rating of “Ba2” or higher by Moody’s. 

“Level Two Ratings Period” means any period, other than a Level One Ratings Period, during which
Tenneco Automotive’s long-term senior unsecured debt is rated “BB-” or higher by S&P and Tenneco Automotive has a long term corporate family rating of “Ba3” or higher by Moody’s. 

“Level Three Ratings Period” means any period during which Tenneco Automotive’s long-term senior
unsecured debt is rated “B+” or lower by S&P or Tenneco Automotive has a long term corporate family rating of “B1” or lower by Moody’s. 

“LIBO Rate” means: 

(A) with respect to the Chariot Group, for each day during the relevant Tranche Period, the rate per annum equal to the sum of
(i) the Daily/90 Day LIBOR Rate for such day (or if such day is not a Business Day, then the immediately preceding Business Day), plus (ii) the Applicable LIBO Rate Margin; 

(B) with respect to the Liberty Street Group, the rate per annum equal to the sum of (i) (a) the London interbank
offered rate administered by ICE Benchmark Administration Limited (or any other Person that takes over the administration of such rate) for deposits in U.S. dollars appearing on Reuters Screen LIBOR01 as of 11:00 a.m. (London time) two
(2) Business Days prior to the first day of the relevant Tranche Period, and having a maturity equal to such Tranche Period; provided that, if the rate appearing on such page shall be less than zero, such rate shall be deemed to
be zero for the purposes of this Agreement; provided further that, (I) if Reuters Screen LIBOR01 is not available to a Co-Agent for any reason, the applicable LIBO Rate for the relevant Tranche Period shall instead be the
applicable London interbank offered rate for deposits 

  
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in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Tranche
Period, and having a maturity equal to such Tranche Period, (II) if no such London interbank offered rate is available to a Co-Agent, the applicable LIBO Rate for the relevant Tranche Period shall instead be the rate determined by such Co-Agent
to be the rate at which such Co-Agent offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Tranche Period,
in the approximate amount to be funded at the LIBO Rate and having a maturity equal to such Tranche Period and (III) if the rate otherwise determined pursuant to the foregoing clause (I) or (II) shall be less than zero, such rate shall be
deemed to be zero for the purposes of this Agreement, divided by (b) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against such Co-Agent in respect of
Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Tranche Period plus (ii) the Applicable LIBO Rate Margin;
or 
 (C) with respect to the Wells Fargo Group, for each day during the relevant Tranche Period, the rate per annum
equal to the sum of (i) LMIR as of 11:00 a.m. (London time) on such day (or if such day is not a Business Day, on the immediately preceding Business Day) plus (ii) the Wells Fargo Margin. 

The LIBO Rate shall be rounded, if necessary, to the next higher 1/16 of 1%. 

“Liquidity Termination Date” means April 30, 2017. 

“LMIR” means, for any day, the sum of the three-month “Eurodollar Rate” for U.S. Dollar
deposits as reported on the Reuters Screen LIBOR01 Page (or such page as may replace Reuters Screen LIBOR01 Page); provided that if the rate appearing on such page shall be less than zero, such rate shall be deemed to be zero for the
purposes of this Agreement. 
 “Percentage” means (i) 50.76923% for the Chariot Group,
(ii) 41.53846% for the Liberty Street Group and (iii) 7.69231% for the Wells Fargo Group, which percentages shall be adjusted to give effect to the terms and provisions of Section 2.2. 

“Purchase Limit” means $130,000,000. 

“Tenneco Credit Agreement” means that certain Fourth Amended and Restated Credit Agreement dated as of
December 8, 2014 (amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003, March 16, 2007 and March 22, 2012) (as further amended, restated, supplemented
or otherwise modified from time to time) by and among Tenneco Automotive, as borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders, and the other financial institutions
named therein as documentation and syndication agents. 
 (f) Exhibit I to the Receivables Purchase Agreement is hereby amended by inserting
the following new defined term, in appropriate alphabetical order, therein: 
 “Applicable LIBO Rate
Margin” means, on any date of determination, a per annum rate equal to the “Applicable Margin” in effect with respect to “Eurodollar Loans” under the Tenneco Credit Agreement on such date (as such terms are
defined in the Tenneco Credit Agreement) 

  
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 (g) Schedule A to the Receivables Purchase Agreement is amended and restated in its entirety as
set forth on Schedule A hereto. From and after the date hereof, each reference to “Schedule A” in the Receivables Purchase Agreement shall mean and be a reference to Schedule A attached hereto. 

3. Certain Representations. In order to induce the Agents and the Purchasers to enter into this Amendment, each of the Seller Parties
hereby represents and warrants to the Agents and the Purchasers that (a) both immediately before and immediately after giving effect to the amendments contained in Section 2 hereof, no Amortization Event or Potential Amortization Event
exists and is continuing as of the date hereof, (b) the Receivables Purchase Agreement, as amended hereby, constitutes the legal, valid and binding obligation of such Seller Party enforceable against it in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law and (c) each of such Seller Party’s representations and warranties contained in the Receivables Purchase Agreement is true and correct as of the date hereof as though made on such date (except for such
representations and warranties that speak only as of an earlier date). 
 4. Effective Date. This Amendment shall become effective as
of the date first above written (the “Effective Date”) upon (a) receipt by the Administrative Agent of counterparts of this Amendment, duly executed by each of the parties hereto, and consented to by the Performance
Guarantor in the space provided below, (b) receipt by the Administrative Agent of counterparts to the Fourteenth Amended and Restated Fee Letter of even date herewith (the “Fee Letter”), duly executed by the Agents and
the Seller and (c) receipt by each of Chariot, the Liberty Street Agent and Wells Fargo of the Amendment Fee payable to it under (and as defined in) the Fee Letter. 

5. Non-Pro Rata Purchases. Notwithstanding any provision of the Agreement to the contrary, the Seller (i) requests that the
Purchasers, and each such Purchaser shall, or if such Purchaser is a Conduit, such Purchaser may (and if such Conduit does not, the related Committed Purchaser shall), make a purchase of a Purchased Interest in the amount, if any, indicated on the
flow of funds attached hereto as Annex B hereto for such Purchaser, and (ii) instructs each such Purchaser to pay the proceeds of such purchase by wire transfer of immediately available funds in accordance with the instructions set forth
on Annex B hereto. The parties hereto acknowledge and agree that after giving effect to the payments described in the foregoing sentence, each Group shall hold Capital in accordance with its Percentage and the Capital of the Purchased
Interests of each Group shall be set forth on Annex B hereto. 
 6. Ratification. Except as expressly modified hereby,
the Receivables Purchase Agreement is hereby ratified, approved and confirmed in all respects. 
 7. References to Receivables Purchase
Agreement. From and after the Effective Date, each reference in the Receivables Purchase Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Receivables
Purchase Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Receivables Purchase Agreement, as amended by this Amendment. 

8. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees, and out-of-pocket expenses (including reasonable
attorneys’ fees and time charges of attorneys for the Agents, including Sidley Austin LLP) incurred by the Agents in connection with the preparation, execution and enforcement of this Amendment. 

  
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 9. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
(AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS. 
 10. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or
other electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of a manually executed counterpart of this Amendment. 

11. Amendment of Second Lien Receivables Purchase Agreement. The Purchasers and Co-Agents hereby authorize and direct JPMorgan, in its
capacity as First Lien Agent under the Intercreditor Agreement, to execute and consent to the amendment of the Second Lien Receivables Purchase Agreement in the form attached as Schedule I hereto. The parties hereto acknowledge and agree that
JPMorgan, as First Lien Agent, shall be entitled to the rights and benefits of Article XI of the Receivables Purchase Agreement in connection with the execution of such amendment. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written. 
  

			
	CHARIOT FUNDING LLC (as successor by merger to Falcon Asset Securitization Company LLC) as Conduit and a Committed Purchaser
		
	By:		JPMorgan Chase Bank, N.A., Its Attorney-in-Fact
		
	By:		 /s/ John Kuhns

	Name:		 John Kuhns

	Title:		 Executive Director

	
	JPMORGAN CHASE BANK, N.A., as Chariot Agent and as Administrative Agent
		
	By:		 /s/ John Kuhns

	Name:		 John Kuhns

	Title:		 Executive Director




  
 Signature Page to

 Amendment No. 5 to Third Amended and Restated Receivables Purchase Agreement 

(Tenneco Automotive RSA Company) 








 
			
	THE BANK OF NOVA SCOTIA, as a
	Committed Purchaser and as Liberty Street Agent
		
	By:		 /s/ Paula J. Czach

	Name:		 Paula J. Czach

	Title:		 Managing Director




  
 Signature Page to

 Amendment No. 5 to Third Amended and Restated Receivables Purchase Agreement 

(Tenneco Automotive RSA Company) 








 
			
	LIBERTY STREET FUNDING LLC
		
	By:		 /s/ John L. Fridlington

	Name:		 John L. Fridlington

	Title:		 Vice President




  
 Signature Page to

 Amendment No. 5 to Third Amended and Restated Receivables Purchase Agreement 

(Tenneco Automotive RSA Company) 








 
			
	WELLS FARGO BANK, N.A., as a
	Committed Purchaser and as Wells Fargo Agent
		
	By:		 /s/ Michael J. Landry

	Name:		 Michael J. Landry

	Title:		 Vice President



 ACKNOWLEDGED AND CONSENTED TO: 
  

			
	WELLS FARGO BANK, N.A.,
	as Second Lien Agent
		
	By:		 /s/ Michael J. Landry

	Name:		 Michael J. Landry

	Title:		 Vice President



  
 Signature Page to

 Amendment No. 5 to Third Amended and Restated Receivables Purchase Agreement 

(Tenneco Automotive RSA Company) 








 
			
	TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation
		
	By:		 /s/ John E. Kunz

	Name:		 John E. Kunz

	Title:		 President and Treasurer

	
	TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation
		
	By:		 /s/ John E. Kunz

	Name:		 John E. Kunz

	Title:		 Vice President & Controller



 By its signature below, the undersigned hereby consents to the terms of the foregoing Amendment, confirms that its
Performance Undertaking remains unaltered and in full force and effect and hereby reaffirms, ratifies and confirms the terms and conditions of its Performance Undertaking: 

 

			
	TENNECO INC., a Delaware corporation
		
	By:		 /s/ John E. Kunz

	Name:		 John E. Kunz

	Title:		 Vice President & Controller




  
 Signature Page to

 Amendment No. 5 to Third Amended and Restated Receivables Purchase Agreement 

(Tenneco Automotive RSA Company) 








 SCHEDULE A 

COMMITMENTS OF COMMITTED PURCHASERS 
  

							
	 GROUP
	  	 COMMITTED PURCHASER
	  	COMMITMENT	 
	 Chariot Group
	  	Chariot Funding LLC	  	$	66,000,000	  
	 Liberty Street Group
	  	The Bank of Nova Scotia, New York Agency	  	$	54,000,000	  
	 Wells Fargo Group
	  	Wells Fargo Bank, N.A.	  	$	10,000,000	  








 SCHEDULE I 

FORM OF AMENDMENT TO 

SECOND LIEN RECEIVABLES PURCHASE AGREEMENT 

(See Slot Amendment)