exv10w74






Exhibit
10.74




Execution Version




AMENDMENT NO. 14 TO SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




          THIS AMENDMENT NO. 14 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as
of February 19, 2010 (this “Amendment”), is by and among:





     (a) Tenneco Automotive RSA Company, a Delaware corporation (“Seller”),




     (b) Tenneco Automotive Operating Company Inc., a Delaware corporation, as initial
Servicer (“Tenneco Operating” and, together with Seller, the “Seller Parties”),




     (c) Falcon Asset Securitization Company LLC, a Delaware limited liability company as
assignee of Jupiter Securitization Company LLC (“Falcon” or a “Conduit”) and Liberty Street
Funding LLC, a Delaware limited liability company formerly known as Liberty Street Funding
Corp., a Delaware corporation (“Liberty Street” or a “Conduit”),




     (d) The Bank of Nova Scotia, a Canadian chartered bank acting through its New York
Agency, individually (together with Liberty Street, the “Liberty Street Group”), and in its
capacity as agent for the Liberty Street Group (a “Co-Agent”), and




     (e) JPMorgan Chase Bank, N.A., individually (the “Falcon Committed Purchaser” and,
together with Falcon, the “Falcon Group”), in its capacity as agent for the Falcon Group (a
“Co-Agent”), and in its capacity as administrative agent for the Falcon Group, the Liberty
Street Group and each Co-Agent (in such capacity, together with its successors and assigns,
the “Administrative Agent” and, together with each of the Co-Agents, the “Agents”).



W I T N E S S E T H :




          WHEREAS, Seller, Tenneco Operating, the Liberty Street Group, the Falcon Group and the Agents
are parties to that certain Second Amended and Restated Receivables Purchase Agreement dated as of
May 4, 2005 (as heretofore amended, the “Receivables Purchase 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 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 7.1(b) of the Receivables Purchase Agreement is amended (i) to insert the
parenthetical phrase “(or at such other specified time)” immediately after the words “promptly upon
learning of the occurrence thereof” in the first sentence thereof and (ii) to insert the following
as new clause (vii) immediately after clause (vi) thereof:



               (vii) Appointment of Independent Director. The decision to appoint a new director of
the Seller as the “Independent Director” for purposes of this Agreement, such notice to be issued
not less than ten (10) days prior to the effective date of such appointment and to contain a
certification by an Authorized Officer of the Seller that the designated Person satisfies the
criteria set forth in the definition of “Independent Director” contained herein.



     (b) Section 7.1(i) of the Receivables Purchase Agreement is amended (i) to delete the word
“and” appearing at the end of clause (I) thereof; (ii) to replace the period at the end of clause
(J) thereof with a semi-colon (“;”); and (iii) to insert the following as new clauses (K), and (L),
respectively, immediately after clause (J) thereof:



               (K) Seller will (1) comply in all material respects with its certificate of incorporation and
by-laws, (2) operate its business and activities such that: (A) it does not engage in any business
or activity of any kind, or enter into any transaction or indenture, mortgage, instrument,
agreement, contract, lease or other undertaking, other than the transactions authorized by this
Agreement and the Receivables Sale Agreement; and (B) it does not create, incur, guarantee, assume
or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than
(i) as a result of the endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business, (ii) the incurrence of obligations under this
Agreement, (iii) the incurrence of obligations, as expressly contemplated in the Receivables Sale
Agreement, to make payment to the related Originator thereunder for the purchase of Receivables
under the Receivables Sale Agreement, and (iv) the incurrence of operating expenses in the ordinary
course of business of the type otherwise contemplated by this Agreement; and



               (L) Seller will maintain its corporate charter in conformity with this Agreement, such that
(1) it does not amend, restate, supplement or otherwise modify its certificate or articles of
incorporation or by-laws in any respect that would impair its ability to comply with the terms or
provisions of any of the Transaction Documents, including, without limitation, Section
7.1(i) of this Agreement; and (2) from and after February 19, 2010 for so long as this
Agreement is in effect, its certificate or articles of incorporation, (x) contains a definition
of “Independent Director” identical to the definition of such term contained herein, (y)
provides for not less than ten (10) days’ prior written notice to the secured creditors of the
Seller (which notice requirement, for purposes of all the Transaction Documents, shall be satisfied
if such prior written notice is delivered to the Agents) of the replacement or appointment of any
director that



2









 







is to serve or is then serving as an Independent Director for purposes of this
Agreement, which notice shall contain a certification by an Authorized Officer of the Seller that
the designated Person satisfies the criteria set forth in the definition of “Independent Director”
contained herein and (z) requires as a condition precedent to giving effect to such replacement or
appointment that the Seller shall have received written acknowledgement from such creditors that in
their reasonable judgment the designated Person satisfies the criteria set forth in the definition
of “Independent Director” contained herein (which acknowledgement shall not be unreasonably
withheld and shall be promptly provided after receipt of notice by the Agents from the Seller and,
for purposes of all the Transaction Documents, shall be satisfied if such acknowledgement is
received by the Seller from the Agents).



     (c) Section 9.1 of the Receivables Purchase Agreement is amended to insert the following as
new clause (o) immediately after clause (n) thereof:



          (o) Any Person shall be appointed as an Independent Director of the Seller without prior
notice thereof having been given to the Agents in accordance with Section 7.1(b)(vii) of
this Agreement or without the written acknowledgement by the Agents that in their reasonable
judgment such Person satisfies the criteria set forth in the definition of “Independent Director”
contained herein.




     (d) Section 10.2 of the Receivables Purchase Agreement is amended and restated in its entirety
to read as follows:



     Section 10.2 Increased Costs and Reduced Return. (a) If any Regulatory Change,
except for changes in the rate of tax on the overall net income of a Purchaser or Affected Entity
or taxes excluded by Section 10.1, (i) subjects any Purchaser or any Affected Entity to any
charge or withholding on or with respect to this Agreement or any other Funding Agreement or a
Purchaser’s or Affected Entity’s obligations under this Agreement or any other Funding Agreement,
or on or with respect to the Receivables, or changes the basis of taxation of payments to any
Purchaser or any Affected Entity of any amounts payable under this Agreement or any other Funding
Agreement or (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax,
insurance charge, special deposit or similar requirement against assets of, deposits with or for
the account of, or liabilities of an Affected Entity or a Purchaser, or credit extended by an
Affected Entity or a Purchaser pursuant to this Agreement or any other Funding Agreement or (iii)
imposes any other condition and the result of any of the foregoing is to increase the cost to an
Affected Entity or a Purchaser of performing its obligations under this Agreement or any other
Funding Agreement, or to reduce the rate of return on an Affected Entity’s or Purchaser’s capital
as a consequence of its obligations under this Agreement or any other Funding Agreement, or to
reduce the amount of any sum received or receivable by an Affected Entity or a Purchaser under this
Agreement or any other Funding Agreement, or to require any payment calculated by reference to the
amount of interests or loans held or interest received by it then, on the forty-fifth
(45th) day after demand by the related Co-Agent, Seller shall pay (without duplication
of any amounts payable as described in Section 10.4 below) to
such Co-Agent, for the benefit of the relevant Affected Entity or Purchaser, such amounts
charged to such Affected Entity or Purchaser or such amounts to otherwise compensate such Affected
Entity or such Purchaser for such increased cost or such reduction. To the extent that any Funding
Agreement described in this Section covers facilities in addition to the facility



3









 







evidenced by this
Agreement, each Conduit shall allocate the liability for any applicable increased costs or
reductions among Seller and other Persons with whom such Conduit has entered into agreements to
purchase interests in or finance receivables and other financial assets (“Other Customers”). If any
increased costs or reductions payable pursuant to this paragraph (a) are attributable to Seller and
not attributable to any Other Customer, Seller shall be solely liable for such increased costs or
reductions. However, if any such increased costs or reductions are attributable to Other Customers
and not attributable to Seller, such Other Customer shall be solely liable for such increased costs
or reductions. All allocations to be made pursuant to the foregoing provisions of this Section
shall be made by such Conduit in its sole discretion and shall be binding on Seller and the
Servicer. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any
applicable law, rule or regulation (including any applicable law, rule or regulation regarding
capital adequacy) or any change therein after the date hereof, (ii) any change after the date
hereof in the interpretation or administration thereof by any governmental authority, central bank
or comparable agency charged with the interpretation or administration thereof, or compliance with
any request or directive (whether or not having the force of law) of any such authority, central
bank or comparable agency, or (iii) the compliance, whether commenced prior to or after the date
hereof, by any Affected Entity or Purchaser with the final rule titled Risk-Based Capital
Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of
Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial
Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies
on December 15, 2009, or any rules or regulations promulgated in connection therewith by any such
agency.



          (b) A certificate of the applicable Purchaser or Affected Entity setting forth in reasonable
detail the amount or amounts payable to such Purchaser or Affected Entity pursuant to paragraph (a)
of this Section 10.2 and explaining the manner in which such amount was determined shall be
delivered to the Seller and shall be conclusive absent manifest error. The Seller shall pay such
Purchaser or Affected Entity the amount as due on any such certificate on the next Settlement Date
following receipt of such notice.




          (c) If any Purchaser or any Affected Entity (A) has or anticipates having any claim for
compensation from the Seller pursuant to clause (iii) of the definition of Regulatory Change
appearing in paragraph (a) of this Section 10.2, and (B) such Purchaser or Affected Entity
believes that having the facility evidenced by this Agreement publicly rated by two credit rating
agencies (or, if the applicable Purchaser or Affected Entity determines that the rating of a single
credit rating agency is sufficient to achieve the same effect, by one credit rating agency) would
reduce the amount of such compensation by an amount deemed by such Purchaser or Affected Entity to
be material, then such Purchaser or Affected Entity shall provide written notice to the Seller and
the Servicer that such Purchaser or Affected Entity intends to request such public rating(s) of
this facility from two credit rating agencies (or one credit rating agency, as applicable) selected
by such Purchaser or Affected Entity and reasonably acceptable to the Seller, which rating(s) shall
be at least “A” from S&P and “A2” from Moody’s, or the equivalent thereof from any other such
credit rating agency (the “Required Rating(s)”). The Seller and the
Servicer agree that they shall cooperate with such Purchaser’s or Affected Entity’s efforts to
obtain the Required Rating(s), and shall use commercially reasonable efforts to provide the
applicable credit rating agencies (or credit rating agency, as applicable), either directly or
through distribution to the Administrative Agent, Purchaser or Affected Entity, any information




4









 







(subject to the agreement of each applicable credit rating agency to maintain the confidentiality
of any information so provided which relates to any Obligor) requested by such credit rating
agencies (or credit rating agency, as applicable) for purposes of providing and monitoring the
Required Rating(s). The Seller shall pay the initial fees payable to the credit rating agencies
(or credit rating agency, as applicable) for providing the rating(s) and all ongoing fees payable
to the credit rating agencies (or credit rating agency, as applicable) for their continued
monitoring of the rating(s). Nothing in this Section 10.2(c) shall preclude any Purchaser
or Affected Entity from demanding compensation from the Seller pursuant to Section 10.2(a)
hereof at any time and without regard to whether the Required Rating(s) shall have been obtained,
or shall require any Purchaser or Affected Entity to obtain any ratings on the facility evidenced
by this Agreement prior to demanding any such compensation from the Seller; provided,
however, in demanding such compensation the applicable Purchaser or Affected Entity shall
take into account and give effect to any reduction in amounts payable under Section 10.2(a)
due to the Required Rating(s) having been obtained.




     (e) Article X of the Receivables Purchase Agreement is amended by inserting the following
provision as new Section 10.4 immediately after Section 10.3 thereof:



     Section 10.4 Accounting Based Consolidation Event. Upon demand by the related
Co-Agent, Seller shall pay to such Co-Agent, for the benefit of the relevant Affected Entity, such
amounts (without duplication of any amounts payable as described in Section 10.2 above) as
such Affected Entity reasonably determines will compensate or reimburse such Affected Entity for
any (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Affected
Entity, (ii) reduction in the rate of return on such Affected Entity’s capital or reduction in the
amount of any sum received or receivable by such Affected Entity or (iii) internal capital charge
or other imputed cost, in each case, as determined by such Affected Entity to be allocable to
Seller or the transactions contemplated in this Agreement, in each case resulting from or in
connection with the consolidation, for financial and/or regulatory accounting purposes, of all or
any portion of the assets and liabilities of any Conduit that are subject to this Agreement or any
other Transaction Document with all or any portion of the assets and liabilities of an Affected
Entity; provided, however, that in no event may any Affected Entity (or the applicable Co-Agent on
its behalf) with respect to any Conduit claim or receive reimbursement or compensation for amounts
under this Section 10.4 (x) that would result in the total compensation payable to it and
all other Affected Entities with respect to such Conduit (inclusive of Yield and fees) exceeding
the total compensation that would have been payable to all such Affected Entities immediately prior
to such consolidation if purchases of Purchaser Interests had been made by the related Committed
Purchaser pursuant to Article IV of this Agreement or (y) which were charged to, incurred
or otherwise suffered by such Affected Entity on or before February 19, 2010. Amounts under this
Section 10.4 may be demanded at any time without regard to the timing of issuance of any
financial statement by the Conduit or by any Affected Entity. A certificate of the Affected Entity
setting forth in reasonable detail the amount or amounts payable to such Affected Entity pursuant
to this Section 10.4 and explaining the manner in which such amount was determined shall be
delivered to the Seller and shall be conclusive absent manifest error. The
Seller shall pay such Affected Entity the amount as due on any such certificate on the next
Settlement Date following receipt of such notice.



5









 





          (f) The following definitions appearing in Exhibit I to the Receivables Purchase Agreement are
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 February 19, 2010, 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, a division of the McGraw-Hill
Companies (“S&P”) and “Baa3” from Moody’s Investors Service, Inc. (“Moody’s”); and if the
Obligor is Genuine Auto Parts (NAPA), so long as an S&P long term debt shadow rating equal
to or in excess of “BBB+” is obtained; and (ii) the Special Concentration Limits of (a) Ford
Motor Company and its Affiliates shall be equal to the lesser of 4.5% of Eligible
Receivables or 50% of the Loss Reserve Floor, (b) General Motors Company and its Affiliates
shall be equal to the lesser of 4.5% of Eligible Receivables or 50% of the Loss Reserve and
(c) each of Advance Stores Company, Inc., O’Reilly Automotive, Inc. and Uni-Select Inc., in
each case together with 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.




     “Dilution Horizon Ratio” means the ratio of (x) cumulative sales of the Originators
during the two (2) months most recently ended divided by (y) 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, in each case,
calculated as of the last day of the month most recently ended.




     “Fee Letter” means the Ninth Amended and Restated Fee Letter dated as of February 19,
2010 by and among Seller and the Agents, as the same may be amended, restated or otherwise
modified from time to time.




     “Independent Director” shall mean a member of the Board of Directors of Seller who
(a)(i) shall not have been at the time of such Person’s appointment or at any time during
the preceding five (5) years, and shall not be as long as such Person is a director of the
Seller, (A) a director, officer, employee, partner, shareholder, member, manager or
Affiliate of any of the following Persons (collectively, the “Independent Parties”): any
Originator, or any of their respective Subsidiaries or Affiliates (other than Seller), (B) a
supplier to any of the Independent Parties, (C) a Person controlling or under common
control with any partner, shareholder, member, manager, Affiliate (other than Seller) or
supplier of any of the Independent Parties, or (D) a member of the immediate family of



6









 







any director, officer, employee, partner, shareholder, member, manager, Affiliate or supplier of
any of the Independent Parties; (ii) has prior experience as an independent director for a
corporation or limited liability company whose charter documents required the unanimous
consent of all independent directors thereof before such corporation or limited liability
company could consent to the institution of bankruptcy or insolvency proceedings against it
or could file a petition seeking relief under any applicable federal or state law relating
to bankruptcy and (iii) has at least three (3) years of employment experience with one or
more entities that provide, in the ordinary course of their respective businesses, advisory,
management or placement services to issuers of securitization or structured finance
instruments, agreements or securities or (b) does not satisfy the requirements set forth in
clause (a) above, but whose appointment as an Independent Director has been consented to in
writing by the secured creditors of the Seller.




     “LIBO Rate” means the rate per annum equal to the sum of (i) (a) the applicable British
Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars appearing on
Reuters Screen FRBD 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, (I) if Reuters Screen FRBD is not available to a Co-Agent for any reason, the
applicable LIBO Rate for the relevant Tranche Period shall instead be the applicable British
Bankers’ Association Interest Settlement Rate for deposits 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, and (II) if no such British Bankers’ Association Interest
Settlement 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, 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)
4.50% per annum. The LIBO Rate shall be rounded, if necessary, to the next higher 1/16 of
1%.




     “Liquidity Termination Date” means February 18, 2011.



          (g) The definition of “Accounting Based Consolidation Event” appearing in Exhibit I to the
Receivables Purchase Agreement is deleted in its entirety.



          (h) Exhibit I to the Receivables Purchase Agreement is amended by inserting the following new
defined term, in appropriate alphabetical order, therein:



7









 







          “Funding Agreement” means this Agreement and any agreement or instrument executed by
any Funding Source with or for the benefit of any Conduit, including, without limitation,
any Liquidity Agreement.



          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) before and 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 a
ninth amendment and restatement of the Fee Letter, duly executed by the Agents and Seller, (c)
receipt by Falcon and the Liberty Street Agent of their applicable Amendment Fee (under and as
defined in the Fee Letter), and (d) receipt by the Administrative Agent of a copy of an amendment
and restatement of the certificate of incorporation of Seller, incorporating the requirements of
Section 7.1(i)(L)(2) of the Receivables Purchase Agreement, certified by the Delaware Secretary of
State.




          5. Ratification. Except as expressly modified hereby, the Receivables Purchase
Agreement is hereby ratified, approved and confirmed in all respects.




          6. Reference to 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.




          7. 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, which attorneys may also be employees of an Agent) incurred by
the Agents in connection with the preparation, execution and enforcement of this Amendment.




          8. 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.





8









 








          9. 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.




9









 








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



	 	 	 	 	 	 	 
	 	 	FALCON ASSET SECURITIZATION COMPANY LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: JPMorgan Chase Bank, N.A., Its Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John M. Kuhns	 	 
	 

	 	Name:
	 	 

John M. Kuhns
	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Committed Purchaser, as
Falcon Agent and as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John M. Kuhns	 	 
	 

	 	Name:
	 	 

John M. Kuhns
	 	 
	 

	 	Title:
	 	Executive Director	 	 







Signature Page to Amendment No. 14 to Second Amended and Restated
Receivables Purchase Agreement

 









 





	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a	 	 
	 	 	Committed Purchaser and as Liberty Street Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Norman Last	 	 
	 

	 	Name:
	 	 

Norman Last
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	LIBERTY STREET FUNDING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frank B. Bilotta	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Frank B. Bilotta	 	 
	 

	 	Title:
	 	President	 	 






Signature Page to Amendment No. 14 to Second Amended and Restated
Receivables Purchase Agreement



 









 





	 	 	 	 	 	 	 
	 	 	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/ Gary Silha	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gary Silha	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 





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 Treasurer and Tax	 	 






Signature Page to Amendment No. 14 to Second Amended and Restated
Receivables Purchase Agreement