exv10w4






Exhibit 10.4




SLOT RECEIVABLES PURCHASE AGREEMENT




Dated as of March 26, 2010




among




TENNECO AUTOMOTIVE RSA COMPANY,

as Seller,



TENNECO AUTOMOTIVE OPERATING COMPANY INC.,

as Servicer,



and



WELLS FARGO BANK, N.A.,

individually and as SLOT Agent



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I. PURCHASE ARRANGEMENTS
	 	 	1	 
	 
	 	 	 	 
	Section 1.1  Purchase Facility
	 	 	1	 
	Section 1.2  Increases
	 	 	2	 
	Section 1.3  Decreases
	 	 	2	 
	Section 1.4  Payment Requirements
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II. PAYMENTS AND COLLECTIONS
	 	 	3	 
	 
	 	 	 	 
	Section 2.1  Payments
	 	 	3	 
	Section 2.2  Collections Prior to Amortization
	 	 	3	 
	Section 2.3  Collections Following Amortization
	 	 	4	 
	Section 2.4  Application of Collections
	 	 	4	 
	Section 2.5  Payment Rescission
	 	 	4	 
	Section 2.6  Maximum SLOT Interests
	 	 	5	 
	Section 2.7  Clean Up Call
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III. [RESERVED]
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV. FUNDING
	 	 	5	 
	 
	 	 	 	 
	Section 4.1  Yield Accrual
	 	 	5	 
	Section 4.2  Yield Payments
	 	 	5	 
	Section 4.3  Suspension of LMIR
	 	 	5	 
	 
	 	 	 	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES
	 	 	5	 
	 
	 	 	 	 
	Section 5.1  Representations and Warranties of the Seller Parties
	 	 	5	 
	Section 5.2  SLOT Purchaser Representations and Warranties
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VI. CONDITIONS OF PURCHASES
	 	 	10	 
	 
	 	 	 	 
	Section 6.1  Conditions Precedent to Amendment and Restatement
	 	 	10	 
	Section 6.2  Conditions Precedent to All Purchases and Reinvestments
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VII. COVENANTS
	 	 	11	 
	 
	 	 	 	 
	Section 7.1  Affirmative Covenants of the Seller Parties
	 	 	11	 
	Section 7.2  Negative Covenants of the Seller Parties
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VIII. ADMINISTRATION AND COLLECTION
	 	 	20	 
	 
	 	 	 	 
	Section 8.1  Designation of Servicer
	 	 	20	 
	Section 8.2  Duties of Servicer
	 	 	21	 
	Section 8.3  Collection Notices
	 	 	22	 






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	 	 	Page	 
	Section 8.4  Responsibilities of Seller
	 	 	22	 
	Section 8.5  Portfolio Reports
	 	 	22	 
	 
	 	 	 	 
	ARTICLE IX. AMORTIZATION EVENTS
	 	 	23	 
	 
	 	 	 	 
	Section 9.1  Amortization Events
	 	 	23	 
	Section 9.2  Remedies
	 	 	26	 
	 
	 	 	 	 
	ARTICLE X. INDEMNIFICATION
	 	 	27	 
	 
	 	 	 	 
	Section 10.1  Indemnities by the Seller Parties
	 	 	27	 
	Section 10.2  Increased Cost and Reduced Return
	 	 	29	 
	Section 10.3  Other Costs and Expenses
	 	 	30	 
	 
	 	 	 	 
	ARTICLE XI. THE SLOT AGENT
	 	 	31	 
	 
	 	 	 	 
	Section 11.1  Appointment
	 	 	31	 
	Section 11.2  Delegation of Duties
	 	 	31	 
	Section 11.3  Exculpatory Provisions
	 	 	31	 
	Section 11.4  Reliance by SLOT Agent
	 	 	32	 
	Section 11.5  Notice of Seller Defaults
	 	 	32	 
	Section 11.6  Non-Reliance on the SLOT Purchaser
	 	 	32	 
	Section 11.7  Indemnification of the SLOT Agent
	 	 	33	 
	Section 11.8  SLOT Agent in its Individual Capacity
	 	 	33	 
	Section 11.9  UCC Filings
	 	 	33	 
	Section 11.10  Successor SLOT Agent
	 	 	34	 
	Section 11.11  Intercreditor Agreement
	 	 	34	 
	 
	 	 	 	 
	ARTICLE XII. ASSIGNMENTS; PARTICIPATIONS
	 	 	34	 
	 
	 	 	 	 
	Section 12.1  Assignments
	 	 	34	 
	Section 12.2  Participations
	 	 	34	 
	 
	 	 	 	 
	ARTICLE XIII. [RESERVED]
	 	 	35	 
	 
	 	 	 	 
	ARTICLE XIV. MISCELLANEOUS
	 	 	35	 
	 
	 	 	 	 
	Section 14.1  Waivers and Amendments
	 	 	35	 
	Section 14.2  Notices
	 	 	35	 
	Section 14.3 [Reserved]
	 	 	35	 
	Section 14.4  Protection of Ownership Interests of the SLOT Purchaser
	 	 	36	 
	Section 14.5  Confidentiality
	 	 	36	 
	Section 14.6 [Reserved]
	 	 	37	 
	Section 14.7  Limitation of Liability
	 	 	37	 
	Section 14.8  CHOICE OF LAW
	 	 	37	 
	Section 14.9  CONSENT TO JURISDICTION
	 	 	37	 
	Section 14.10  WAIVER OF JURY TRIAL
	 	 	38	 
	Section 14.11  Integration; Binding Effect; Survival of Terms
	 	 	38	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	Section 14.12  Counterparts; Severability; Section References
	 	 	38	 
	Section 14.13  Characterization
	 	 	38	 
	Section 14.14  Federal Reserve
	 	 	39	 
	Section 14.15  Intercreditor Agreement
	 	 	39	 






iii









 






EXHIBITS AND SCHEDULES




	 	 	 
	Exhibit I

	 	Definitions
	 
	 	 
	Exhibit II

	 	Form of SLOT Purchase Notice
	 
	 	 
	Exhibit III

	 	Places of Business of the Seller Parties; Locations of
Records; Federal Employer Identification Number(s)
	 
	 	 
	Exhibit IV

	 	Names of Collection Banks; Collection Accounts
	 
	 	 
	Schedule A

	 	Commitments
	 
	 	 
	Schedule B

	 	Conditions Precedent Documents






iv









 





SLOT RECEIVABLES PURCHASE AGREEMENT




          THIS SLOT RECEIVABLES PURCHASE AGREEMENT dated as of March 26, 2010 is among:





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




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




     (c) Wells Fargo Bank, N.A., a national banking association, individually (“Wells Fargo”
and, together with its successors and permitted assigns, the “SLOT Purchaser"), and as agent
for the SLOT Purchaser (in such capacity, together with its successors and assigns in such
capacity, the “SLOT Agent").


Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings
assigned to such terms in Exhibit I.




PRELIMINARY STATEMENTS





     Seller desires to transfer and assign SLOT Interests to the SLOT Purchaser from
time to time.




     The SLOT Purchaser shall at the request of the Seller purchase SLOT Interests
from time to time.




     Wells Fargo has been requested and is willing to act as SLOT Agent on behalf of
the SLOT Purchaser in accordance with the terms hereof.



ARTICLE I.




PURCHASE ARRANGEMENTS




     Section 1.1 Purchase Facility.



          (a) Upon the terms and subject to the conditions hereof, Seller may from time to time prior to
the Facility Termination Date request that the SLOT Purchaser purchase SLOT Interests offered for
sale from time to time by delivering a SLOT Purchase Notice to the SLOT Agent in accordance with
Section 1.2. Upon receipt of a copy of each SLOT Purchase Notice from Seller, the SLOT Purchaser
agrees to make such Purchase, on the terms and subject to the conditions hereof, provided that at
no time may the Aggregate SLOT Capital at any one time outstanding under this Agreement exceed the
SLOT Purchase Limit.




          (b) Subject to the Intercreditor Agreement, Seller may, upon at least thirty (30) Business
Days’ notice to the SLOT Agent, terminate in whole or reduce in part, the unused






 









 







portion of the SLOT Purchase Limit; provided that each partial reduction of the SLOT Purchase
Limit shall be in an amount equal to $5,000,000 or a larger integral multiple of $500,000.




     Section 1.2 Increases. Not later than 10:00 a.m. (Chicago time) on the Business Day
prior to each Incremental SLOT Purchase, Seller shall provide the SLOT Agent with notice in the
form set forth as Exhibit II hereto of each Incremental SLOT Purchase (a “SLOT Purchase
Notice”). Each SLOT Purchase Notice shall be subject to Section 6.2 hereof and, except as
set forth below, shall be irrevocable and shall specify the requested SLOT Purchase Price (which
shall not be less than $1,000,000), the proposed date of purchase (which shall be a Business Day);
provided, however, that in no event shall the aggregate number of Incremental SLOT Purchases
pursuant to this Section 1.2 exceed two (2) in any calendar week. On the date of each Incremental
SLOT Purchase, upon satisfaction of the applicable conditions precedent set forth in Article
VI, the SLOT Purchaser shall deposit to an account specified by the SLOT Agent, for transfer to
an account designated by Seller (or by Servicer on Seller’s behalf), in immediately available
funds, no later than 12:00 noon (Chicago time), an amount equal to the SLOT Purchase Price of such
SLOT Interest. Upon such transfer by the SLOT Purchaser to Seller’s designated account, Seller
hereby, without the necessity of further action by any Person, assigns, transfers, sets over and
otherwise conveys to the SLOT Agent, for the benefit of the SLOT Purchaser, the applicable SLOT
Interest.



     Section 1.3 Decreases. Not later than 10:00 a.m. (Chicago time) on the Business Day
of a proposed reduction in Aggregate SLOT Capital outstanding, Seller shall provide the SLOT Agent
with written notice of any reduction requested by the Seller of the Aggregate SLOT Capital
outstanding (a “SLOT Reduction Notice”). Such SLOT Reduction Notice shall designate (i) the date
(the “Proposed SLOT Reduction Date”) upon which any such reduction of Aggregate SLOT Capital shall
occur, and (ii) the amount of Aggregate SLOT Capital to be reduced (the “Aggregate SLOT
Reduction”), which, subject to the Intercreditor Agreement, shall be applied to the reduction of
such SLOT Interests as the SLOT Agent may select.



     Section 1.4 Payment Requirements. All amounts to be paid or deposited by a Seller Party
pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms
hereof no later than 11:00 a.m. (Chicago time) on the day when due in immediately available funds.
All such amounts shall be paid to account no. 2070482789126, account name: Leverage Finance NC,
Wachovia Bank, National Association, Charlotte, NC, ABA No. 053 000 219, Attn: RSG — 7TE,
Reference: Tenneco SLOT, until otherwise notified by Wells Fargo (the “Wells Fargo Account”).
Upon notice to Seller, the SLOT Agent may debit any account of Seller maintained at Wells Fargo for
all amounts due and payable hereunder. Except for computations of Yield based on the Alternate
Base Rate, all computations of Yield, per annum fees hereunder and per annum fees under the SLOT
Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed.
All computations of Yield or Default Fee based on the Alternate Base Rate shall be computed for
actual days elapsed on the basis of a year consisting of 365 (or, when appropriate, 366) days. If
any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be
payable on the next succeeding Business Day.







2









 








ARTICLE II.




PAYMENTS AND COLLECTIONS




     Section 2.1 Payments. Notwithstanding any limitation on recourse contained in this
Agreement but subject to the Intercreditor Agreement, Seller shall immediately pay to the SLOT
Agent when due, for the account of the SLOT Purchaser, on a full recourse basis: (i) such fees as
are set forth in the applicable SLOT Fee Letter, (ii) all amounts payable as Yield to the SLOT
Purchaser (which shall be due and payable in arrears on each Monthly Payment Date), (iii) all
amounts payable as Deemed Collections (which, subject to the Intercreditor Agreement, shall be
immediately due and payable by Seller and applied to reduce outstanding Aggregate SLOT Capital
hereunder in accordance with Sections 2.2 and 2.3 hereof), (iv) all amounts payable to reduce the
Aggregate SLOT Capital, if required, pursuant to Section 2.6, (v) all amounts payable pursuant to
Article X, if any, and (vi) all Default Fees (all of the foregoing in clauses (i)-(vi),
collectively, the “Recourse Obligations"). If Seller fails to pay any of the Recourse Obligations
when due: (a) a Settlement Date shall occur, and (b) Seller agrees to pay, on demand but subject to
the Intercreditor Agreement, the Default Fee on the unpaid portion of such Recourse Obligation
until paid in full. Notwithstanding the foregoing, no provision of this Agreement or the SLOT Fee
Letter shall require the payment or permit the collection of any amounts hereunder in excess of the
maximum permitted by applicable law. If at any time Seller receives any Collections or is deemed
to receive any Collections, subject to the Intercreditor Agreement, Seller shall immediately pay
such Collections or Deemed Collections to the Servicer for application in accordance with the terms
and conditions hereof and, at all times prior to such payment, such Collections or Deemed
Collections shall be held in trust by Seller for the exclusive benefit of the SLOT Purchaser and
the First Lien Purchasers.



     Section 2.2 Collections Prior to Amortization. Prior to the Amortization Date, but
subject to the Intercreditor Agreement, any Collections and/or Deemed Collections received by the
Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and
unpaid Aggregate SLOT Unpaids hereunder and “Aggregate Unpaids” under (and as defined in) the First
Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.2 and under
the First Lien Receivables Purchase Agreement or to reduce the Aggregate SLOT Capital outstanding
in accordance with Section 1.3 hereunder and under the First Lien Receivables Purchase Agreement.
If at any time any Collections are received by the Servicer prior to the Amortization Date: (i)
the Servicer shall set aside (x) the amount of Collections, if any, required to be set aside
pursuant to the terms of the First Lien Receivables Purchase Agreement and (ii) Seller hereby
requests, and the SLOT Purchaser is hereby deemed to make, simultaneously with such receipt, a
reinvestment (each a “Reinvestment") with its share of each and every remaining Collection received
by the Servicer (other than remaining Collections set aside to reduce the Aggregate SLOT Capital
outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment,
the amount of Aggregate SLOT Capital outstanding immediately after such receipt and corresponding
Reinvestment shall be equal to the amount of Aggregate SLOT Capital immediately prior to such
receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer
shall apply the amounts set aside during the period since the prior Settlement Date that have not
been subject to a Reinvestment or used for an Aggregate SLOT Reduction pursuant to Section 1.3 or
pursuant to the First Lien Receivables Purchase Agreement, as set forth in Section 4.1(a) of the
Intercreditor Agreement.



3









 




Amounts paid to the SLOT Agent in accordance with Section 4.1(a) of the Intercreditor
Agreement shall be allocated by the SLOT Agent to reduce the Aggregate SLOT Unpaids as provided in
the Intercreditor Agreement. If Aggregate SLOT Capital, Yield and other Recourse Obligations under
this Agreement shall be reduced to zero, any additional Collections received by the Servicer shall
be remitted from the Servicer to Seller on such Settlement Date.




     Section 2.3 Collections Following Amortization. On the Amortization Date and on each
day thereafter, subject to the Intercreditor Agreement, the Servicer shall set aside and hold in
trust for the SLOT Purchaser, all Collections received on each such day and an additional amount
for the payment of any accrued and unpaid Recourse Obligations owed by Seller and not previously
paid by Seller in accordance with Section 2.1. On and after the Amortization Date but subject to
the Intercreditor Agreement, the Servicer shall, upon the request from time to time by (or pursuant
to standing instructions from) the SLOT Agent or pursuant to Section 1.3 apply such set aside
amounts to reduce Aggregate SLOT Capital and any other Aggregate SLOT Unpaids.



     Section 2.4 Application of Collections. Collections set aside in accordance with
Section 2.3 shall be applied on each Settlement Date as set forth in Section 4.1(b) of the
Intercreditor Agreement. If there shall be insufficient funds on deposit for the Servicer to
distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3
(as applicable), the Servicer shall distribute funds in the following order of priority (or, on any
Settlement Date on or prior to the Amortization Date, in the order of priority set forth in Section
4.1(a) of the Intercreditor Agreement):




     first, to the SLOT Agent in reimbursement of its reasonable costs of collection
and enforcement of this Agreement on behalf of the SLOT Purchaser (including,
without limitation, in reimbursement of reasonable fees and expenses of its legal
counsel, in connection with such collection and enforcement),




     second, to the SLOT Purchaser, in payment of all accrued and unpaid fees under
the SLOT Fee Letter and Yield when and as due,




     third, to the SLOT Purchaser, in reduction (if applicable) of Aggregate SLOT
Capital,




     fourth, to the SLOT Purchaser, in payment of all other unpaid Recourse
Obligations owing to it, and




     fifth, after the Aggregate SLOT Unpaids have been indefeasibly reduced to zero,
to Seller.



     Section 2.5 Payment Rescission. No payment of any of the Aggregate SLOT Unpaids shall
be considered paid or applied hereunder to the extent that, at any time, all or any portion of such
payment or application is rescinded by application of law or judicial authority, or must otherwise
be returned or refunded for any reason. Seller shall remain obligated for the amount of any
payment or application so rescinded, returned or refunded, and shall promptly pay to the SLOT
Purchaser the full amount thereof, plus the Default Fee from the date of any such rescission,
return or refunding.



4









 





     Section 2.6 Maximum SLOT Interests. Seller shall ensure that the SLOT Interests do
not exceed in the aggregate 100%. If the aggregate of the SLOT Interests exceeds 100%, Seller
shall determine the amount that must be applied to the reduction of SLOT Capital of the SLOT
Interests to eliminate such excess (the “Mandatory SLOT Reduction Amount"), and Seller shall pay,
from funds available to Seller under Sections 2.2 and 2.3, to the SLOT Purchaser, not later than
the next Business Day, the Mandatory SLOT Reduction Amount.



     Section 2.7 Clean Up Call. Subject to the Intercreditor Agreement: (a) Servicer
shall have the right (after providing the SLOT Agent with not less than two (2) Business Days’
prior written notice), at any time following the reduction of the Aggregate SLOT Capital to a level
that is less than 10.0% of the original SLOT Purchase Limit, to purchase from the SLOT Agent to the
extent of available Collections for this purpose, all, but not less than all, of the then
outstanding SLOT Interests; and (b) the aggregate purchase price in respect thereof shall be an
amount equal to the Aggregate SLOT Unpaids through the date of such repurchase, payable in
immediately available funds. Such repurchase shall be without representation, warranty or recourse
of any kind by, on the part of, or against the SLOT Purchaser or the SLOT Agent.



ARTICLE III.




[RESERVED]




ARTICLE IV.




FUNDING




     Section 4.1 Yield Accrual. SLOT Capital shall accrue Yield for each day during each
Accrual Period at LMIR at all times while it is available and otherwise, at the Alternate Base
Rate.



     Section 4.2 Yield Payments. On each Monthly Payment Date, Seller shall pay to the
SLOT Agent an aggregate amount equal to the accrued and unpaid Yield for the Accrual Period then
most recently ended in accordance with Article II.



     Section 4.3 Suspension of LMIR. If, on any day, the SLOT Purchaser shall have
determined (which determination shall be conclusive and binding on Seller) that (a) by reason of
circumstances affecting the relevant market, adequate and reasonable means do not exist for
ascertaining LMIR, or (b) LMIR will not adequately and fairly reflect the cost of acquiring or
maintaining a SLOT Interest at such rate, the SLOT Purchaser shall give fax or telephonic notice
thereto to Seller as soon as practicable thereafter, and all SLOT Capital shall instead accrue
Yield at the Alternate Base Rate until such notice is withdrawn.



ARTICLE V.




REPRESENTATIONS AND WARRANTIES




     Section 5.1 Representations and Warranties of the Seller Parties. Each Seller Party
hereby represents and warrants to the SLOT Agent and the SLOT Purchaser, as to itself, as of the



5









 




date hereof and as of the date of each Incremental SLOT Purchase and the date of each
Reinvestment that:




          (a) Corporate Existence and Power. Such Seller Party is a corporation duly organized,
validly existing and in good standing under the laws of Delaware and no other state or
jurisdiction, and such jurisdiction must maintain a public record showing the organization to have
been organized. Such Seller Party is duly qualified to do business and is in good standing as a
foreign corporation, and has and holds all corporate power and all governmental licenses,
authorizations, consents and approvals required to carry on its business in each jurisdiction in
which its business is conducted except where the failure to so qualify or so hold could not
reasonably be expected to have a Material Adverse Effect.




          (b) Power and Authority; Due Authorization, Execution and Delivery. The execution and
delivery by such Seller Party of this Agreement and each other Transaction Document to which it is
a party, and the performance of its obligations hereunder and thereunder and, in the case of
Seller, Seller’s use of the proceeds of purchases made hereunder, are within its corporate powers
and authority and have been duly authorized by all necessary corporate action on its part. This
Agreement and each other Transaction Document to which such Seller Party is a party has been duly
executed and delivered by such Seller Party.




          (c) No Conflict. The execution and delivery by such Seller Party of this Agreement
and each other Transaction Document to which it is a party, and the performance of its obligations
hereunder and thereunder do not contravene or violate (i) its certificate or articles of
incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions
under any agreement, contract or instrument to which it is a party or by which it or any of its
property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or
affecting it or its property, and do not result in the creation or imposition of any Adverse Claim
on assets of such Seller Party or its Subsidiaries (except as created hereunder) except, in any
case, where such contravention or violation could not reasonably be expected to have a Material
Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act
or similar law.




          (d) Governmental Authorization. Other than the filing of the financing statements
required hereunder, no authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due execution and delivery
by such Seller Party of this Agreement and each other Transaction Document to which it is a party
and the performance of its obligations hereunder and thereunder.




          (e) Actions, Suits. There are no actions, suits or proceedings pending, or to the
best of such Seller Party’s knowledge, threatened, against or affecting such Seller Party, or any
of its properties, in or before any court, arbitrator or other body, that could reasonably be
expected to have a Material Adverse Effect.




          (f) Binding Effect. This Agreement and each other Transaction Document to which such
Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party
enforceable against such Seller Party in accordance with their respective terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization






6









 








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).




          (g) Accuracy of Information. All information heretofore furnished by such Seller
Party or any of its Affiliates to the SLOT Agent or the SLOT Purchaser for purposes of or in
connection with this Agreement, any of the other Transaction Documents or any transaction
contemplated hereby or thereby is, and all such information hereafter furnished by such Seller
Party or any of its Affiliates to the SLOT Agent or the SLOT Purchaser will be, true and accurate
in every material respect on the date such information is stated or certified and does not and will
not contain any material misstatement of fact or omit to state a material fact or any fact
necessary to make the statements contained therein, taken as a whole, not misleading.




          (h) Use of Proceeds. No proceeds of any purchase hereunder will be used (i) for a
purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board
of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any
transaction which is subject to Section 12, 13 or 14 of the Exchange Act.




          (i) Good Title. Immediately prior to each purchase hereunder, Seller shall be the
legal and beneficial owner of the Receivables and Related Security with respect thereto, free and
clear of any Adverse Claim, except for Adverse Claims created by the Transaction Documents and the
First Lien Adverse Claims. There have been duly filed all financing statements or other similar
instruments or documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect Seller’s ownership interest in each Receivable, its Collections and the
Related Security.




          (j) Perfection. This Agreement, together with the filing of the financing statements
contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the SLOT
Agent for the benefit of the SLOT Purchaser (and the SLOT Agent for the benefit of the SLOT
Purchaser shall acquire from Seller) a valid and perfected second priority undivided percentage
ownership or security interest in each Receivable existing or hereafter arising and in the Related
Security and Collections with respect thereto, free and clear of any Adverse Claim, except for
Adverse Claims created by the Transaction Documents and the First Lien Adverse Claims. There have
been duly filed all financing statements or other similar instruments or documents necessary under
the UCC (or any comparable law) of all appropriate jurisdictions to perfect the SLOT Agent’s (on
behalf of the SLOT Purchaser) ownership or security interest in the Receivables, the Related
Security and the Collections. Such Seller Party’s jurisdiction of organization is a jurisdiction
whose law generally requires information concerning the existence of a nonpossessory security
interest to be made generally available in a filing, record or registration system as a condition
or result of such a security interest’s obtaining priority over the rights of a lien creditor which
respect to collateral.




          (k) Places of Business and Locations of Records. The principal places of business and
chief executive office of such Seller Party and the offices where it keeps all of its Records are
located at the address(es) listed on Exhibit III or such other locations of which the SLOT Agent
has been notified in accordance with Section 7.2(a) in jurisdictions where all action required by
Section 14.4(a) has been taken and completed. Seller’s Federal Employer Identification Number is
correctly set forth on Exhibit III.







7









 








          (l) Collections. The conditions and requirements set forth in Section 7.1(j) and
Section 8.2 have at all times been satisfied and duly performed. The names and addresses of all
Collection Banks, together with the account numbers of the Collection Accounts of Seller at each
Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. Seller
has not granted any Person, other than the Administrative Agent as contemplated by this Agreement
and the Intercreditor Agreement, dominion and control of any Lock-Box or Collection Account, or the
right to take dominion and control of any such Lock-Box or Collection Account at a future time or
upon the occurrence of a future event.




          (m) Material Adverse Effect. (i) The initial Servicer represents and warrants that
since December 31, 2009, no event has occurred that would have a material adverse effect on the
financial condition or operations of the initial Servicer and its Subsidiaries or the ability of
the initial Servicer to perform its obligations under this Agreement, and (ii) Seller represents
and warrants that since the date of this Agreement, no event has occurred that would have a
material adverse effect on (A) the financial condition or operations of Seller, (B) the ability of
Seller to perform its obligations under the Transaction Documents, or (C) the collectability of the
Receivables generally or any material portion of the Receivables.




          (n) Names. The name in which Seller has executed this Agreement is identical to the
name of Seller as indicated on the public record of its state of organization which shows Seller to
have been organized. In the past five (5) years, Seller has not used any corporate names, trade
names or assumed names other than the name in which it has executed this Agreement and the names
set forth on Exhibit VI to the First Lien Receivables Purchase Agreement.




          (o) Ownership of Seller. Tenneco Operating owns, directly or indirectly, 100% of the
issued and outstanding capital stock of Seller. Such capital stock is validly issued, fully paid
and nonassessable, and there are no options, warrants or other rights to acquire securities of
Seller.




          (p) Not an Investment Company. Such Seller Party is not an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.




          (q) Compliance with Law. Such Seller Party has complied in all respects with all
applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to
which it may be subject, except where the failure to so comply could not reasonably be expected to
have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does
not contravene any laws, rules or regulations applicable thereto (including, without limitation,
laws, rules and regulations relating to truth in lending, fair credit billing, fair credit
reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of
such Contract is in violation of any such law, rule or regulation, except where such contravention
or violation could not reasonably be expected to have a Material Adverse Effect.




          (r) Compliance with Credit and Collection Policy. Such Seller Party has complied with
the Credit and Collection Policy with regard to each Receivable and in all material respects with
the related Contract, and has not made any change to such Credit and






8









 








Collection Policy, except such change as to which the SLOT Agent has been notified in
accordance with Section 7.1(a)(vii).




          (s) Payments to the Applicable Originator. With respect to each Receivable
transferred to Seller under a Receivables Sale Agreement by the applicable Originator, Seller has
given reasonably equivalent value to such Originator in consideration therefor and such transfer
was not made for or on account of an antecedent debt. No transfer by any Originator of any
Receivable under its Receivables Sale Agreement is or may be voidable under any section of the
Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.




          (t) Enforceability of Contracts. Each Contract with respect to each Receivable is
effective to create, and has created, a legal, valid and binding obligation of the related Obligor
to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest
thereon, enforceable against the Obligor 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).




          (u) Eligible Receivables. Each Receivable included in the Net Receivables Balance as
an Eligible Receivable on the date of its purchase under the applicable Receivables Sale Agreement
was an Eligible Receivable on such purchase date.




          (v) Aggregate SLOT Interests. Seller has determined that, immediately after giving
effect to each purchase hereunder, the aggregate SLOT Interests shall not exceed 100%.




          (w) Accounting. The manner in which such Seller Party accounts for the transactions
contemplated by this Agreement and the applicable Receivables Sale Agreement does not jeopardize
the true sale analysis.




          (x) Solvency. After giving effect to (i) the purchase by the Seller of Receivables
under the Receivables Sale Agreements, (ii) the sale of SLOT Interests hereunder to occur on such
date and to the application of the proceeds therefrom and (iii) the sale of “Purchaser Interests”
under (and as defined in) the First Lien Receivables Purchase Agreement to occur on such date and
application of the proceeds therefrom, the Seller is and will be Solvent.




     Section 5.2 SLOT Purchaser Representations and Warranties. The SLOT Purchaser hereby
represents and warrants to the SLOT Agent and the Seller Parties that:



          (a) Existence and Power. It is a banking association duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization, and has all corporate
power to perform its obligations hereunder.




          (b) No Conflict. The execution and delivery by it of this Agreement and the
performance of its obligations hereunder are within its corporate powers, have been duly authorized
by all necessary corporate action, do not contravene or violate (i) its articles of association or
by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any
agreement, contract or instrument to which it is a party or any of its property is bound, or (iv)
any order, writ, judgment, award, injunction or decree binding on or affecting it or its






9









 







property, and do not result in the creation or imposition of any Adverse Claim on its assets.
This Agreement has been duly authorized, executed and delivered by the SLOT Purchaser.




          (c) Governmental Authorization. No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is required for the due
execution and delivery by the SLOT Purchaser of this Agreement and the performance of its
obligations hereunder.




          (d) Binding Effect. This Agreement constitutes the legal, valid and binding
obligation of the SLOT Purchaser enforceable against the SLOT Purchaser 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 such enforcement is sought in a proceeding in
equity or at law).




ARTICLE VI.




CONDITIONS OF PURCHASES




     Section 6.1 Conditions Precedent to Amendment and Restatement. The effectiveness of
the amendment and restatement evidenced hereby is subject to the conditions precedent that (a) the
SLOT Agent shall have received on or before the date of such purchase those documents listed on
Schedule B and (b) the SLOT Agent shall have received all fees and expenses required to be paid on
such date pursuant to the terms of this Agreement and the SLOT Fee Letter.



     Section 6.2 Conditions Precedent to All Purchases and Reinvestments. Each purchase of
a SLOT Interest and each Reinvestment shall be subject to the further conditions precedent that (a)
the Servicer shall have delivered to the SLOT Agent on or prior to the date of such purchase or
Reinvestment, in form and substance satisfactory to the SLOT Agent, all Settlement Reports as and
when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the SLOT
Agent shall have received such other approvals, opinions or documents as it may reasonably request,
provided, however, that the SLOT Agent shall not request additional approvals, opinions or
documents pursuant to this Section unless there has been a change in applicable law; (d) Wells
Fargo shall be a “Committed Purchaser” party to and as defined in the First Lien Receivables
Purchase Agreement, provided, however, that this clause (d) shall not be a condition precedent in
the event that Wells Fargo (i) is removed as a “Committed Purchaser” (as defined in the First Lien
Receivables Purchase Agreement) pursuant to Section 13.2 thereof or (ii) assigns its interest in
the First Lien Receivables Purchase Agreement pursuant to Section 12 thereof; and (e) on the date
of each such Incremental SLOT Purchase or Reinvestment, the following statements shall be true (and
acceptance of the proceeds of such Incremental SLOT Purchase or Reinvestment shall be deemed a
representation and warranty by Seller that such statements are then true):



               (i) the representations and warranties set forth in Section 5.1 excluding, in the case of any
Reinvestment, Section 5.1(e) (except as it relates to a Material Adverse Effect of the of the type
described in clause (iii) of the definition of such term) or



10









 




Section 5.1(m), are true and correct on and as of the date of such Incremental SLOT Purchase
or Reinvestment as though made on and as of such date;




               (ii) no event has occurred and is continuing, or would result from such Incremental SLOT
Purchase or Reinvestment, that will constitute (A) in the case of an Incremental SLOT Purchase, an
Amortization Event or a Potential Amortization Event and (B) in the case of a Reinvestment, an
Amortization Event;



               (iii) (x) the Aggregate SLOT Capital does not exceed the SLOT Purchase Limit and (y) the
“Aggregate Capital” under (and as defined in) the First Lien Receivables Purchase Agreement does
not exceed the “Purchase Limit” under (and as defined in) the First Lien Receivables Purchase;



               (iv) (x) the aggregate SLOT Interests do not exceed 100%, and (y) the aggregate “Purchaser
Interests” under (and as defined in) the First Lien Receivables Purchase do not exceed 100%; and



               (v) for Incremental Purchases and Reinvestments occurring on or after April 12, 2010, the SLOT
Agent shall have received a written acknowledgement from each Collection Bank consenting to a
potential future assignment by the First Lien Agent to the SLOT Agent of all of the First Lien
Agent’s rights under each Collection Account Agreement to which such Collection Bank is a party.


It is expressly understood that each Reinvestment shall, unless otherwise directed by the SLOT
Agent or the SLOT Purchaser, occur automatically on each day that the Servicer shall receive any
Collections without the requirement that any further action be taken on the part of any Person and
notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in
respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions
precedent in respect of any Reinvestment shall give rise to a right of the SLOT Agent, which right
may be exercised at any time, to rescind the related purchase and direct Seller to pay to the SLOT
Agent for the benefit of the SLOT Purchaser an amount equal to the Collections prior to the
Amortization Date that shall have been applied to the affected Reinvestment.




ARTICLE VII.


COVENANTS




     Section 7.1 Affirmative Covenants of the Seller Parties. Until the date on which the
Aggregate SLOT Unpaids have been indefeasibly paid in full and this Agreement terminates in
accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:



          (a) Financial Reporting. Such Seller Party will maintain, for itself and each of its
Subsidiaries, a system of accounting established and administered in accordance with GAAP, and
furnish or cause to be furnished to the SLOT Agent:




               (i) Annual Reporting. (A) As soon as available, but in any event within 90 days after
the end of each fiscal year of Performance Guarantor, a copy of the audited consolidated balance
sheet of Performance Guarantor and its consolidated Subsidiaries as at the



11









 




end of such year and the related audited consolidated statements of income and of cash flows
(or such other similar or additional statement then requested by the SEC for annual reports filed
pursuant to the Exchange Act) for the such year, setting forth in each case in comparative form the
figures for the previous year, reported on without a “going concern” or like qualification or
exception, or qualification arising out of the scope of the audit, or other material qualification
of exception, by independent public accountants of nationally recognized standing, and (B) as soon
as available, but in any event within 105 days after the end of each fiscal year of Seller, a copy
of the unaudited balance sheet of Seller as at the end of such year and the related unaudited
statements of income and of cash flows for the such year, setting forth, in each case, in
comparative form the figures for the previous year, if applicable, certified by an Authorized
Officer of Seller.




               (ii) Quarterly Reporting. (A) As soon as available, but in any event not later than
45 days after the end of each of the first three quarterly periods of each fiscal year of
Performance Guarantor, the unaudited consolidated balance sheet of Performance Guarantor and its
consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated
statements of income and of cash flows (or such other or similar or additional statement then
required by the SEC for quarterly reports filed pursuant to the Exchange Act) for such quarter and
the portion of the fiscal year through the end of such quarter, setting forth in each case in
comparative form the figures for the previous year, certified by Performance Guarantor’s chief
executive officer, president or chief financial officer, and (B) as soon as available, but in any
event not later than 60 days after the end of each of the first three quarterly periods of each
fiscal year of Seller, analogous unconsolidated unaudited statements for Seller, certified by an
Authorized Officer of Seller.



               (iii) Compliance Certificate. Together with the financial statements required
hereunder, a compliance certificate in substantially the form of Exhibit V signed by an Authorized
Officer of Performance Guarantor or Seller, as applicable, and dated the date of such annual
financial statement or such quarterly financial statement, as the case may be.



               (iv) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the
shareholders of such Seller Party copies of all financial statements, reports and proxy statements
so furnished.



               (v) S.E.C. Filings. Within 60 days after the end of each of the first three (3)
fiscal quarters of Performance Guarantor, a narrative discussion and analysis of the financial
condition and results of operations of Performance Guarantor and its Subsidiaries for such fiscal
quarter and for the period from the beginning of the then current fiscal year to the end of such
fiscal quarter, as compared to the comparable periods of the previous year (or such other or
similar additional statement then required by the SEC for quarterly reports filed pursuant to the
Exchange Act); and within five days after the same are filed, copies of all financial statements
and reports that Performance Guarantor may make to, or file with, the SEC.



               (vi) Copies of Notices. Promptly upon its receipt of any notice, request for consent,
financial statements, certification, report or other communication under or in connection with any
Transaction Document from any Person other than the SLOT Agent or the SLOT Purchaser, copies of the
same.



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               (vii) Change in Credit and Collection Policy. At least thirty (30) days prior to the
effectiveness of any material change in or material amendment to the Credit and Collection Policy,
a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change
or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely
affect the collectability of the Receivables or decrease the credit quality of any newly created
Receivables, requesting the SLOT Agent’ consent thereto.



               (viii) Other Information. Promptly, from time to time, such other information,
documents, records or reports relating to the Receivables or the condition or operations, financial
or otherwise, of such Seller Party as the SLOT Agent may from time to time reasonably request in
order to protect the interests of the SLOT Agent and the SLOT Purchaser under or as contemplated by
this Agreement.



          (b) Notices. Such Seller Party will notify the SLOT Agent in writing of any of the
following promptly upon learning of the occurrence thereof (or at such other specified time),
describing the same and, if applicable, the steps being taken with respect thereto:




               (i) Amortization Events or Potential Amortization Events. The occurrence of each
Amortization Event and each Potential Amortization Event, accompanied by a statement of an
Authorized Officer of such Seller Party.



               (ii) Judgment and Proceedings. (A) (1) The entry against the Performance Guarantor or
any of its Subsidiaries (other than Seller) of one or more judgments or decrees involving in the
aggregate for the Performance Guarantor and such Subsidiaries a liability (not paid or fully
covered by insurance as to which the relevant insurance company has acknowledged coverage) of
$75,000,000 or more, and (2) the institution of any litigation, arbitration proceeding or
governmental proceeding against the Performance Guarantor or any of its Subsidiaries (other than
Seller) which, if adversely determined, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect; and (B) the entry of any judgment or decree or the
institution of any litigation, arbitration proceeding or governmental proceeding against Seller.



               (iii) Material Adverse Effect. The occurrence of any event or condition that has had,
or could reasonably be expected to have, a Material Adverse Effect.



               (iv) Purchase Termination Date. The occurrence of the “Purchase Termination Date”
under (and as defined in) any Receivables Sale Agreement.



               (v) Defaults Under Other Agreements. The occurrence of a default or an event of
default under any other financing arrangement pursuant to which such Seller Party is a debtor or an
obligor.



               (vi) Downgrade of Tenneco Automotive. Any downgrade in the rating of any Indebtedness
of Tenneco Automotive by Standard & Poor’s Ratings Service, a division of the McGraw-Hill
Companies, or by Moody’s Investors Service, Inc., setting forth the Indebtedness affected and the
nature of such change.



13









 





               (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.



               (viii) First Lien Receivables Purchase Agreement.



                    (A) The occurrence of each “Amortization Event” and each “Potential Amortization Event” under
(and as defined in) the First Lien Receivables Purchase Agreement, accompanied by a statement of an
Authorized Officer of such Seller Party.



                    (B) Written notice and a copy of any request (1) to increase or reduce the “Purchase Limit” or
any “Commitment” under (and as defined in) the First Lien Receivables Purchase Agreement, or (2) to
amend or otherwise modify the definitions of “Net Receivables Balance,” “Aggregate Reserves” or any
component of either of the foregoing definitions, in each case, concurrently with delivery of such
request to the First Lien Agent.



          (c) Compliance with Laws and Preservation of Corporate Existence. Such Seller Party
will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it may be subject, except where the failure to so comply
could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will
preserve and maintain its corporate existence, rights, franchises and privileges in the
jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign
corporation in each jurisdiction where its business is conducted.




          (d) Audits. Such Seller Party will furnish to the SLOT Agent from time to time such
information with respect to it and the Receivables as the SLOT Agent may reasonably request. Such
Seller Party will, from time to time during regular business hours as requested by the SLOT Agent,
acting together, upon reasonable notice and at the sole cost of such Seller Party, permit a single
firm acting for the SLOT Agent and the First Lien Agent: (i) to examine and make copies of and
abstracts from all Records in the possession or under the control of such Person relating to the
Receivables and the Related Security, including, without limitation, the related Contracts, and
(ii) to visit the offices and properties of such Person for the purpose of examining such materials
described in clause (i) above, and to discuss matters relating to such Person’s financial condition
or the Receivables and the Related Security or any Person’s performance under any of the
Transaction Documents or any Person’s performance under the Contracts and, in each case, with any
of the officers or employees of Seller or the Servicer having knowledge of such matters (the
procedures described in the foregoing clauses (i) and (ii) are referred to herein as an “Audit");
provided, however, that until the Discharge of First Lien Obligations, the SLOT Agent shall not
conduct any Audit other than such Audits conducted in consultation with the “Agents” under (and as
defined in) the First Lien Receivables Purchase Agreement and, in any event, Audits shall be
limited to not more than two per calendar year in the aggregate pursuant to the First Lien
Receivables Purchase Agreement and the Second Lien Receivables Purchase Agreement, collectively, so
long as (i) no Amortization Event has occurred and is continuing and (ii) the immediately preceding
Audit was satisfactory to the SLOT Agent in all material respects.







14









 








          (e) Keeping and Marking of Records and Books.




               (i) The Servicer will maintain and implement administrative and operating procedures
(including, without limitation, an ability to recreate records evidencing Receivables in the event
of the destruction of the originals thereof), and keep and maintain all documents, books, records
and other information reasonably necessary or advisable for the collection of all Receivables
(including, without limitation, records adequate to permit the immediate identification of each new
Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will
give the SLOT Agent notice of any material change in the administrative and operating procedures
referred to in the previous sentence.



               (ii) Such Seller Party will: (A) on or prior to the date hereof, mark its master data
processing records and other books and records relating to the SLOT Interests with a legend,
acceptable to the SLOT Agent, describing the SLOT Interests and (B) upon the request of the SLOT
Agent following the occurrence and during the continuance of any Amortization Event: (x) mark each
Contract constituting an instrument or chattel paper with a legend describing the SLOT Interests
and (y) deliver to the SLOT Agent all Contracts (including, without limitation, all multiple
originals of any such Contract) relating to the Receivables.



          (f) Compliance with Contracts and Credit and Collection Policy. Such Seller Party
will timely and fully (i) perform and comply with all material provisions, covenants and other
promises required to be observed by it under the Contracts related to the Receivables, and (ii)
comply in all respects with the Credit and Collection Policy in regard to each Receivable and the
related Contract.




          (g) Performance and Enforcement of Receivables Sale Agreement. Seller will, and will
require the applicable Originator to, perform each of their respective obligations and undertakings
under and pursuant to the applicable Receivables Sale Agreement, will purchase Receivables
thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and
remedies accorded to Seller under such Receivables Sale Agreement. Seller will take all actions to
perfect and enforce its rights and interests (and the rights and interests of the SLOT Agent and
the SLOT Purchaser as assignees of Seller) under the Receivables Sale Agreements as the SLOT Agent
may from time to time reasonably request, including, without limitation, making claims to which it
may be entitled under any indemnity, reimbursement or similar provision contained in the
Receivables Sale Agreements.




          (h) Ownership. Seller will, and will require the Originators to, take all necessary
action to (i) vest legal and equitable title to the Receivables, the Related Security and the
Collections purchased under the Receivables Sale Agreements irrevocably in Seller, free and clear
of any Adverse Claims other than Adverse Claims in favor of the SLOT Agent and the SLOT Purchaser
and the First Lien Adverse Claims (including, without limitation, the filing of all financing
statements or other similar instruments or documents necessary under the UCC (or any comparable
law) of all appropriate jurisdictions to perfect Seller’s interest in such Receivables, Related
Security and Collections and such other action to perfect, protect or more fully evidence the
interest of Seller therein as the SLOT Agent may reasonably request), and (ii) establish and
maintain, in favor of the SLOT Agent, for the benefit of the SLOT Purchaser, a valid and perfected
second priority undivided percentage ownership interest (and/or a valid and






15









 







perfected second priority security interest) in all Receivables, Related Security and
Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than
the First Lien Adverse Claims or Adverse Claims in favor of the SLOT Agent for the benefit of the
SLOT Purchaser (including, without limitation, the filing of all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect the SLOT Agent’s (for the benefit of the SLOT Purchaser) interest in such
Receivables, Related Security and Collections and such other action to perfect, protect or more
fully evidence the interest of the SLOT Agent for the benefit of the SLOT Purchaser as the SLOT
Agent may reasonably request).




          (i) SLOT Purchaser’s Reliance. Seller acknowledges that the SLOT Purchaser is
entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as
a legal entity that is separate from each of the Tenneco Automotive Entities. Therefore, from and
after the date of execution and delivery of this Agreement, Seller shall take all reasonable steps,
including, without limitation, all steps that the SLOT Agent or Purchaser may from time to time
reasonably request, to maintain Seller’s identity as a separate legal entity and to make it
manifest to third parties that Seller is an entity with assets and liabilities distinct from those
of each of the Tenneco Automotive Entities and not just a division of any of the Tenneco Automotive
Entities. Without limiting the generality of the foregoing and in addition to the other covenants
set forth herein:




                    (A) Seller will at all times have a board of directors consisting of at least two members, at
least one member of which is an Independent Director, and shall compensate the Independent Director
from its own funds;



                    (B) Seller will maintain its own telephone number, stationery, and other business forms
separate from those of any other Person (including each Tenneco Automotive Entity) and will conduct
business in its own name except that, as a general matter, Obligors will not be informed in the
first instance that Tenneco Operating is acting on behalf of Seller as servicer;



                    (C) Seller will conduct its business at an office separate from the offices of the Originators
(which however, may be within the premises of and leased (at a fair market rent) from a Tenneco
Automotive Entity in which case such office will be clearly identified (by signage or otherwise));



                    (D) Seller will require that any consolidated financial statements of the Tenneco Automotive
Entities that include Seller will contain a footnote to the effect that the Originators have sold
the Receivable Assets to Seller, which is a separate legal entity and which has then entered into
this Agreement. Separate unaudited balance sheets and statements of income and cash flows (with no
footnote disclosures) will also be prepared for Seller. In addition to the aforementioned footnote
to any consolidated financial statement, Seller will take (or require the Originators to take)
certain actions to disclose publicly Seller’s separate existence and the transactions, including,
without limitation, through the filing of UCC financing statements. Seller will not conceal or
permit the Originators to conceal from any interested party any transfers contemplated by the
Transaction Documents, although Obligors will not be affirmatively informed in the first instance
of the transfer of their obligations;



16









 





                    (E) Seller will ensure that any allocations of direct, indirect or overhead expenses for items
shared between Seller and any Tenneco Automotive Entity that are not included as part of the
Servicing Fee under (and as defined in) the First Lien Receivables Purchase Agreement) will be made
among such entities to the extent practical on the basis of actual use or value of services
rendered and otherwise on a basis reasonably related to actual use or the value of services
rendered;



                    (F) Except as provided in paragraph (E) above regarding the allocation of certain shared
overhead items, Seller will pay its own operating expenses and liabilities from its own funds;



                    (G) Seller will ensure that each of the Tenneco Automotive Entities, on the one hand, and
Seller, on the other hand, maintain its assets and liabilities in such a manner that it is not
costly or difficult to segregate, ascertain or otherwise identify Seller’s individual assets and
liabilities from those of the other or from those of any other person or entity. Except as set
forth below, Seller will maintain its own books of account and corporate records separate from the
Tenneco Automotive Entities. Seller will not commingle or pool its funds (or other assets) or
liabilities with those of any except as specifically provided in this Agreement with respect to the
temporary commingling of collections of the Receivable Assets and except with respect to Servicer’s
retention of Records pertaining to the Receivable Assets. Seller will not maintain joint bank
accounts or other depository accounts to which any Tenneco Automotive Entity (other than solely in
their capacity as Servicer or, as applicable, a permitted designee of Servicer) has independent
access;



                    (H) Seller will strictly observe, and will require each of the Tenneco Automotive Entities to
strictly observe, corporate formalities, including with respect to its dealings with each other,
and will do all things reasonably necessary to ensure that no transfer of assets between any
Originator, on the one hand, and Seller, on the other hand, is made without adherence to corporate
formalities;



                    (I) All distributions made by Seller to Tenneco Operating as its sole shareholder shall be
made in accordance with applicable law;



                    (J) Seller will not enter into any transaction with any of the Tenneco Automotive Entities,
even if permitted (although not expressly provided for in) the Transaction Documents, unless such
transaction is fair and equitable to Seller, on the one hand, and such Tenneco Automotive Entity on
the other hand, and is of the type of transaction that would be entered into by a prudent Person in
the position of Seller vis à vis such Tenneco Automotive Entity and that is on terms that are at
least favorable as may be obtained from a Person who is not Tenneco Automotive Entity;



                    (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,



17









 




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, (iv) the
incurrence of obligations under the First Lien Receivables Purchase Agreement, and (v) 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) 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 in the First Lien Receivables Purchase Agreement, (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 SLOT Agent) of the replacement or appointment of any director
that 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 in the First Lien Receivables Purchase Agreement 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 SLOT Agent from the Seller and, for purposes of all the Transaction
Documents, shall be satisfied if such acknowledgement is received by the Seller from the SLOT
Agent).



          (j) Collections. Such Seller Party will cause (1) all proceeds from all Lock-Boxes to
be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and
Collection Account to be subject at all times to a Collection Account Agreement that is in full
force and effect. In the event any payments relating to Receivables are remitted directly to
Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be
remitted) directly to a Collection Bank and deposited into a Collection Account within two (2)
Business Days following receipt thereof, and, at all times prior to such remittance, Seller will
itself hold or, if applicable, will cause such payments to be held in trust for the exclusive
benefit of the SLOT Agent, the SLOT Purchaser, the First Lien Agent and the First Lien Purchasers.
Seller will maintain exclusive ownership, dominion and control (subject to the terms of this
Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion
and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a
future event to any Person, except, subject to the Intercreditor Agreement, to the First Lien Agent
as contemplated by the First Lien Receivables Purchase Agreement or the SLOT Agent as contemplated
by this Agreement.







18









 








          (k) Taxes. Such Seller Party will file all tax returns and reports required by law to
be filed by it and will promptly pay all taxes and governmental charges at any time owing, except
any such taxes which are not yet delinquent or are being diligently contested in good faith by
appropriate proceedings and, in each case, for which adequate reserves in accordance with GAAP
shall have been set aside on its books. Seller will pay when due any taxes payable in connection
with the Receivables, exclusive of taxes on or measured by income or gross receipts of the SLOT
Agent or the SLOT Purchaser.




          (l) Payment to the Applicable Originator. With respect to any Receivable purchased by
Seller from an Originator, such sale shall be effected under, and in strict compliance with the
terms of, the applicable Receivables Sale Agreement, including, without limitation, the terms
relating to the amount and timing of payments to be made to such Originator in respect of the
purchase price for such Receivable.




     Section 7.2 Negative Covenants of the Seller Parties. Until the date on which the
Aggregate SLOT Unpaids have been indefeasibly paid in full and this Agreement terminates in
accordance with its terms, each Seller Party hereby covenants, as to itself, that:



          (a) Name Change, Offices and Records. Such Seller Party will not (i) change its name,
identity or corporate structure (within the meaning of Article 9 of any applicable enactment of the
UCC) or at any time while the location of its chief executive office is relevant to perfection of
any interest in the Receivables, relocate its chief executive office or (ii) change any office
where Records are kept, unless it shall have: (A) given the SLOT Agent at least forty-five (45)
days’ prior written notice thereof and (B) delivered to the SLOT Agent all financing statements,
instruments and other documents requested by the SLOT Agent in connection with such change or
relocation.




          (b) Change in Payment Instructions to Obligors. Except as may be required by the SLOT
Agent pursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a
Collection Bank, or make any change in the instructions to Obligors regarding payments to be made
to any Lock-Box or Collection Account, unless the SLOT Agent shall have received, at least ten (10)
days before the proposed effective date therefor, (i) written notice of such addition, termination
or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or
Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or
Lock-Box; provided, however, that the Servicer may make changes in instructions to Obligors
regarding payments if such new instructions require such Obligor to make payments to another
existing Collection Account.




          (c) Modifications to Contracts and Credit and Collection Policy. Such Seller Party
will not, without the SLOT Agent’s consent, make any change to the Credit and Collection Policy
that could reasonably be expected to adversely affect the collectability of the Receivables or
decrease the credit quality of any newly created Receivables. Except as provided in Section
8.2(d), the Servicer will not extend, amend or otherwise modify the terms of any Receivable or any
Contract related thereto other than in accordance with the Credit and Collection Policy.





19









 








          (d) Sales, Liens. Seller will not sell, assign (by operation of law or otherwise) or
otherwise dispose of, or grant any option with respect to, or create or suffer to exist any
Adverse Claim upon (including, without limitation, the filing of any financing statement) or
with respect to, any Receivable, Related Security or Collections, or upon or with respect to any
Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any
right to receive income with respect thereto (other than, in each case, the creation of the
interests therein in favor of the SLOT Agent and the SLOT Purchaser provided for herein and the
First Lien Adverse Claims), and Seller will defend the right, title and interest of the SLOT Agent
and the SLOT Purchaser in, to and under any of the foregoing property, against all claims of third
parties claiming through or under Seller or any Originator. Seller will not create or suffer to
exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar
arrangement on any of its inventory.




          (e) Net Receivables Balance; Aggregate SLOT Interests. At no time prior to the
Amortization Date shall Seller permit (i) the Net Receivables Balance to be less than an amount
equal to the sum of (A) the Aggregate Capital plus (B) the Aggregate Reserves, or (ii) the
aggregate SLOT Interests to exceed 100%.




          (f) Termination Date Determination. Seller will not designate the “Termination Date”
(as such term is defined in any Receivables Sale Agreement), or send any written notice to the
Originators in respect thereof, without the prior written consent of the SLOT Agent, except with
respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of any
Receivables Sale Agreement.




          (g) Restricted Junior Payments. From and after the occurrence of any Amortization
Event, Seller will not make any Restricted Junior Payment if, after giving effect thereto, Seller
would fail to maintain the Required Capital Amount.




          (h) Amendments to First Lien Transaction Documents. Seller will not amend, modify or
otherwise change (or permit the amendment, modification or other change in any manner of) any of
the provisions of the First Lien Transaction Documents except for amendments, modifications and
other changes expressly permitted by the Intercreditor Agreement.




ARTICLE VIII.




ADMINISTRATION AND COLLECTION




     Section 8.1 Designation of Servicer. The servicing, administration and collection of
the Receivables shall be conducted by such Person (the “Servicer") so designated from time to time
in accordance with this Section 8.1. Tenneco Operating is hereby designated as, and hereby agrees
to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement.
Subject to the terms of the Intercreditor Agreement, following a Discharge of the First Lien
Obligations, the SLOT Agent may at any time when an Amortization Event has occurred and is
continuing designate as Servicer any Person to succeed Tenneco Operating or any successor Servicer.



20









 





     Section 8.2 Duties of Servicer.



          (a) The Servicer shall take or cause to be taken all such actions as may be necessary or
advisable to collect each Receivable from time to time, all in accordance with applicable laws,
rules and regulations, with reasonable care and diligence, and in accordance with the Credit and
Collection Policy.




          (b) The Servicer will instruct Seller or Obligors to pay all Collections directly to a
Lock-Box or Collection Account. The Servicer shall effect a Collection Account Agreement
substantially in the form of Exhibit VI to the First Lien Receivables Purchase Agreement with each
bank party to a Collection Account at any time. In the case of any remittances received in any
Lock-Box or Collection Account that shall have been identified, to the satisfaction of the
Servicer, to not constitute Collections or other proceeds of the Receivables or the Related
Security, the Servicer shall promptly remit such items to the Person identified to it as being the
owner of such remittances.




          (c) The Servicer shall administer the Collections in accordance with the procedures described
herein and in Article II. The Servicer shall set aside and hold in trust for the account of Seller
and the SLOT Purchaser their respective shares of the Collections in accordance with Article II.
Subject to the Intercreditor Agreement, the Servicer shall, upon the request of the SLOT Agent
after the occurrence and during the continuance of an Amortization Event, segregate, in a manner
acceptable to the SLOT Agent, all cash, checks and other instruments received by it from time to
time constituting Collections from the general funds of the Servicer or Seller prior to the
remittance thereof in accordance with Article II. If the Servicer shall be required to segregate
Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a
bank designated by the SLOT Agent such allocable share of Collections of Receivables set aside for
the SLOT Purchaser as soon as possible, but no later than two (2) Business Days following receipt
by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.




          (d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity
of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to
be appropriate to maximize Collections thereof; provided, however, that such extension or
adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Charged-Off
Receivable or limit the rights of the SLOT Agent or the SLOT Purchaser under this Agreement.
Notwithstanding anything to the contrary contained herein at any time that an Amortization Event
has occurred and is continuing, the SLOT Agent shall have the absolute and unlimited right to
direct the Servicer to commence or settle any legal action with respect to any Receivable or to
foreclose upon or repossess any Related Security.




          (e) The Servicer shall hold in trust for Seller and the SLOT Purchaser all Records that (i)
evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are
otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon
demand of the SLOT Agent, deliver or make available to the SLOT Agent all such Records, at a place
selected by the SLOT Agent. The Servicer shall, as soon as practicable following receipt thereof
turn over to Seller any cash collections or other cash proceeds received with respect to
Indebtedness not constituting Receivables. The Servicer shall, from time to time





21











 





at the request of the SLOT Purchaser, furnish to the SLOT Purchaser (promptly after any such
request) a calculation of the amounts set aside for the SLOT Purchaser pursuant to Article II.



          (f) Any payment by an Obligor in respect of any indebtedness owed by it to any Originator or
Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or
law and unless otherwise instructed by the SLOT Agent, be applied as a Collection of any Receivable
of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due
and payable thereunder before being applied to any other receivable or other obligation of such
Obligor.



     Section 8.3 Collection Notices. Subject to the Intercreditor Agreement and after the
Discharge of the First Lien Obligations, the SLOT Agent is authorized at any time to date and to
deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the SLOT Agent
for the benefit of the SLOT Purchaser, effective when the SLOT Agent delivers such notice, the
exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any
authorized signatory of Seller whose signature appears on a Collection Account Agreement shall
cease to have such authority before the delivery of such notice, such Collection Notice shall
nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the
SLOT Agent, and agrees that, subject to the Intercreditor Agreement and after the Discharge of the
First Lien Obligations, the SLOT Agent shall be entitled after the occurrence and during the
continuance of an Amortization Event to (i) endorse Seller’s and the applicable Originator’s name
on checks and other instruments representing Collections, (ii) enforce the Receivables, the related
Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to
cause all cash, checks and other instruments constituting Collections of Receivables to come into
the possession of the SLOT Agent rather than Seller. If an Originator identifies, to the
satisfaction of the SLOT Agent, any remittances received in any Lock-Box or Collection Account as
not constituting Collections or other proceeds of the Receivables and Related Security, the SLOT
Agent shall promptly remit (or instruct the applicable Collection Bank to remit) such remittances
to such Originator.



     Section 8.4 Responsibilities of Seller. Anything herein to the contrary
notwithstanding, the exercise by the SLOT Agent and the SLOT Purchaser of their rights hereunder
shall not release the Servicer, any Originator or Seller from any of their duties or obligations
with respect to any Receivables or under the related Contracts. The SLOT Purchaser shall have no
obligation or liability with respect to any Receivables or related Contracts, nor shall any of them
be obligated to perform the obligations of Seller.



     Section 8.5 Portfolio Reports. The Servicer shall prepare and forward to the SLOT
Agent (i) on or before each Monthly Reporting Date, a Monthly Report for the month then most
recently ended, (ii) during each (A) Level Two Ratings Period and (B) Level Three Ratings Period,
unless at any time during any such Level Three Ratings Period, the SLOT Agent shall have requested
that Daily Reports be delivered pursuant to the immediately succeeding clause (iii) of this
paragraph, on Monday of each week with respect to and as of the end of the immediately preceding
calendar week, a Weekly Report, (iii) during each Level Three Ratings Period with respect to which
the SLOT Agent shall have requested that Daily Reports be delivered pursuant to this clause (iii)
of this paragraph, on each Daily Reporting Date with respect to and as of the preceding Business
Day, a Daily Report and (iv) at such times as the



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SLOT Agent shall request, a listing by Obligor of all Receivables together with an aging of
such Receivables. For purposes of this Section 8.5, if at any time, Tenneco Automotive’s long-term
debt ratings fall within different categories and as a result thereof more than one Ratings Period
then applies, the Ratings Period corresponding to the lower long-term debt rating shall control.




ARTICLE IX.



AMORTIZATION EVENTS



     Section 9.1 Amortization Events. The occurrence of any one or more of the following
events shall constitute an Amortization Event:


          (a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when
due, and, except in the case of a payment of Capital, such failure shall continue for five (5)
consecutive days after the date when due, provided that until the Discharge of the First Lien
Obligations, any failure to make any payment or deposit hereunder after the Amortization Date (but
only so long as no Amortization Event then exists other than pursuant to this clause (a)(i)) shall
not constitute an Amortization Event under this Agreement,, or (ii) to perform or observe any term,
covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and
paragraph 9.1(e)) and such failure shall continue for ten (10) consecutive Business Days after
notice from Buyer or any of its assigns.


          (b) Any representation, warranty, certification or statement made by any Seller Party in this
Agreement, any other Transaction Document or in any other document delivered pursuant hereto or
thereto shall prove to have been incorrect in any material respect when made or deemed made;
provided that the materiality threshold in the preceding clause shall not be applicable with
respect to any representation or warranty which itself contains a materiality threshold.


          (c) The Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall
(i) default in making any payment of principal of any Indebtedness (including any Contingent
Obligation but excluding the Indebtedness under the First Lien Receivables Purchase Agreement) on
the scheduled or original due date with respect thereto; or (ii) default in making any payment of
any interest on any such Indebtedness (excluding the Indebtedness under the First Lien Receivables
Purchase Agreement) beyond the period of grace, if any, provided in the instrument or agreement
under which such Indebtedness was created; or (iii) default in the observance or performance of any
other agreement or condition related to any such Indebtedness (excluding the First Lien Receivables
Purchase Agreement) or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a
trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if
required, such Indebtedness to become due prior to its stated maturity or (in the case of any such
Indebtedness constituting a Contingent Obligation) to become payable; provided that a default,
event or condition described in clause (i), (ii) or (iii) of this paragraph (c) shall not at any
time constitute an Amortization Event unless, at such time, one or more defaults, events or
conditions of the type described in clauses (i), (ii) or (iii) of this paragraph (c) shall have
occurred and be continuing with respect to Indebtedness the aggregate



23









 








outstanding principal amount of which exceeds in the aggregate $50,000,000 for the Performance
Guarantor and its Subsidiaries, taken as a whole.



          (d) (i) The Performance Guarantor, any Seller Party or any of their respective Subsidiaries
shall commence any case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking liquidation, dissolution, composition or other relief with
respect to it or its debts, or (B) seeking appointment of a receiver, trustee or other similar
official for it or any substantial part of its assets, or the Performance Guarantor, any Seller
Party or any of their respective Subsidiaries shall make a general assignment for the benefit of
its creditors; or (ii) there shall be commenced against the Performance Guarantor, any Seller Party
or any of their respective Subsidiaries any case, proceeding or other action of a nature referred
to in clause (i) above that (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60
days; or (iii) there shall be commenced against the Performance Guarantor, any Seller Party or any
of their respective Subsidiaries any case, proceeding or other action seeking issuance of a warrant
of attachment, execution, distraint or similar process against all or any substantial part of its
assets that results in the entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the
Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall take any
action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in clause (i), (ii) or (iii) above; or (v) the Performance Guarantor, any Seller
Party or any of their respective Subsidiaries shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due.


          (e) (x) Seller shall fail to comply with the terms of Section 2.6 hereof or (y) the “Purchaser
Interests” under (and as defined in) the First Lien Receivables Purchase Agreement shall exceed
100% and such excess shall not have been eliminated as of the close of business on the immediately
succeeding Business Day.


          (f) As at the end of any month:



               (i) the average of the Delinquency Ratio for each of the three (3) months then most recently
ended shall exceed 3.00%,



               (ii) the average of the Loss-to-Liquidation Ratio for each of the three (3) months then most
recently ended shall exceed 2.00%, or



               (iii) the average of the Dilution Ratio for each of the three (3) months then most recently
ended shall exceed 4.00% for any three-month period.


          (g) A Change of Control shall occur.


          (h) (i) Seller or any Originator shall fail to observe any provision of such Originator’s
Receivables Sale Agreement, or (ii) Seller or any Originator shall give up its rights



24









 








under such Receivables Sale Agreement with regard to any failure of the type described in
clause (i) hereof.



          (i) (x) The Consolidated Net Leverage Ratio (as defined in the Tenneco Credit Agreement) as at
the last day of any period of four consecutive fiscal quarters of Tenneco Automotive ending with
any fiscal quarter during any period set forth below shall exceed the ratio set forth below
opposite use period:



	 	 	 	 	 
	Period	 	Consolidated Net Leverage Ratio
	First Quarter 2010
	 	 	5.50 to 1.00	 
	Second Quarter 2010
	 	 	5.00 to 1.00	 
	Third Quarter 2010
	 	 	4.75 to 1.00	 
	Fourth Quarter 2010
	 	 	4.50 to 1.00	 
	First Quarter 2011
	 	 	4.00 to 1.00	 
	Second Quarter 2011
	 	 	3.75 to 1.00	 
	Third and Fourth Quarters 2011
	 	 	3.50 to 1.00	 
	Fiscal Year 2012 and thereafter
	 	 	3.50 to 1.00	 





          or


          (y) The Consolidated Interest Coverage Ratio (as defined in the Tenneco Credit Agreement) for
any period of four consecutive fiscal quarters of Tenneco Automotive ending with any fiscal quarter
during any period set forth below to be less than the ratio set forth below opposite such period:



	 	 	 	 	 
	Period	 	Consolidated Interest Coverage Ratio
	First Quarter 2010
	 	 	2.00 to 1.00	 
	Second Quarter 2010
	 	 	2.25 to 1.00	 
	Third Quarter 2010
	 	 	2.30 to 1.00	 
	Fourth Quarter 2010
	 	 	2.35 to 1.00	 
	First Quarter 2011
	 	 	2.55 to 1.00	 
	Second Quarter 2011
	 	 	2.55 to 1.00	 
	Third and Fourth Quarters 2011
	 	 	2.55 to 1.00	 
	Fiscal Year 2012 and thereafter
	 	 	2.75 to 1.00	 





          (j) [Reserved].


          (k) One or more judgments or decrees shall be entered against any Seller Party or any of its
Subsidiaries involving in the aggregate for the Seller Parties and their Subsidiaries a liability
(not paid or fully covered by insurance as to which the relevant insurance company has acknowledged
coverage) of $75,000,000 or more, and all such judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within 30 days from the entry thereof.


          (l) The “Purchase Termination Date” under (and as defined in) any Receivables Sale Agreement
shall occur or any Originator shall for any reason cease to transfer, or cease to have the legal
capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under its
Receivables Sale Agreement.



25









 







          (m) The “Amortization Date” shall have occurred under (and as defined in) the First Lien
Receivables Purchase Agreement pursuant to clause (ii) or (iii) thereof.


          (n) This Agreement shall terminate in whole or in part (except in accordance with its terms),
or shall cease to be effective or to be the legally valid, binding and enforceable obligation of
Seller, or the SLOT Agent for the benefit of the SLOT Purchaser shall cease to have a valid and
perfected second priority security interest in the Receivables, the Related Security and the
Collections with respect thereto and the Collection Accounts.


          (o) Performance Guarantor shall fail to perform or observe any term, covenant or agreement
required to be performed by it under the Performance Undertaking, or the Performance Undertaking
shall cease to be effective or to be the legally valid, binding and enforceable obligation of
Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner
such effectiveness, validity, binding nature or enforceability.


          (p) Seller shall fail to perform or observe any term, covenant or agreement required to be
performed by it under the Intercreditor Agreement, or the Intercreditor Agreement shall cease to be
effective or to be the legally valid, binding and enforceable obligation of the parties thereto, or
the Seller shall directly or indirectly contest in any manner the effectiveness, validity, binding
nature or enforceability of the Intercreditor Agreement.


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



     Section 9.2 Remedies. Upon the occurrence and during the continuation of an
Amortization Event and, in each case, subject to the Intercreditor Agreement, the SLOT Agent may,
take any of the following actions: (i) replace the Person then acting as Servicer, (ii) declare the
Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without
demand, protest or further notice of any kind, all of which are hereby expressly waived by each
Seller Party; provided, however, that upon the occurrence of an Amortization Event described in
Section 9.1(d)(ii), or of an actual or deemed entry of an order for relief with respect to any
Seller Party under the Federal Bankruptcy Code, the Amortization Date shall automatically occur,
without demand, protest or any notice of any kind, all of which are hereby expressly waived by each
Seller Party, (iii) to the fullest extent permitted by applicable law, declare that the Default Fee
shall accrue with respect to any of the Aggregate SLOT Unpaids outstanding at such time in lieu of
any Yield that would otherwise be accruing on such Aggregate SLOT Unpaids, (iv) if it has not
already done so, deliver the Collection Notices to the Collection Banks, and (v) notify Obligors of
the SLOT Purchaser’s interest in the Receivables. The aforementioned rights and remedies shall be
without limitation, and shall be in addition to all other rights and remedies of the SLOT Agent and
the SLOT Purchaser, otherwise available under any other provision of this Agreement, by operation
of law, at equity or otherwise, all of which are hereby expressly preserved, including, without
limitation, all rights and remedies provided under the UCC, all of which rights shall be
cumulative.



26









 





ARTICLE X.



INDEMNIFICATION



     Section 10.1 Indemnities by the Seller Parties. Without limiting any other rights
that the SLOT Agent or the SLOT Purchaser may have hereunder or under applicable law, (A) Seller
hereby agrees to indemnify (and subject to the Intercreditor Agreement, pay upon demand to) each of
the SLOT Agent and the SLOT Purchaser and their respective assigns, officers, directors, agents and
employees (each an “Indemnified Party”) from and against any and all damages, losses, claims,
taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable
attorneys’ fees (which attorneys may be employees of the SLOT Agent or the SLOT Purchaser) and
disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”)
awarded against or incurred by any of them arising out of or as a result of this Agreement or the
acquisition, either directly or indirectly, by the SLOT Purchaser of an interest in the
Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each
Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of
the Servicer’s activities as Servicer hereunder, excluding, however, in all of the foregoing
instances under the preceding clauses (A) and (B):


          (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction
holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the
part of the Indemnified Party seeking indemnification;


          (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that
are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the
related Obligor; or


          (c) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive
office is located, on or measured by the overall net income of such Indemnified Party to the extent
that the computation of such taxes is consistent with the characterization for income tax purposes
of the acquisition by the SLOT Purchaser of SLOT Interests as a loan or loans by the SLOT Purchaser
to Seller secured by the Receivables, the Related Security, the Collection Accounts and the
Collections;



provided, however, that nothing contained in this sentence shall limit the liability of any Seller
Party or limit the recourse of the SLOT Purchaser to any Seller Party for amounts otherwise
specifically provided to be paid by such Seller Party under the terms of this Agreement. Without
limiting the generality of the foregoing indemnification, Seller shall indemnify the SLOT Agent and
the SLOT Purchaser for Indemnified Amounts relating to or resulting from:




               (i) any representation or warranty made by any Seller Party, any Originator (or any officers
of any such Person) or the Performance Guarantor under or in connection with this Agreement, any
other Transaction Document or any other information or report delivered by any such Person pursuant
hereto or thereto, which shall have been false or incorrect in any respect when made or deemed
made;



27









 





               (ii) the failure by Seller, the Servicer, any Originator or the Performance Guarantor to
comply with any applicable law, rule or regulation with respect to any Receivable or Contract
related thereto, or the nonconformity of any Receivable or Contract included therein with any such
applicable law, rule or regulation or any failure of any Originator to keep or perform any of its
obligations, express or implied, with respect to any Contract;



               (iii) any failure of Seller, the Servicer, any Originator or the Performance Guarantor to
perform its duties, covenants or other obligations in accordance with the provisions of this
Agreement or any other Transaction Document;



               (iv) any products liability, personal injury or damage suit, or other similar claim arising
out of or in connection with merchandise, insurance or services that are the subject of any
Contract or any Receivable;



               (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor)
of the Obligor to the payment of any Receivable (including, without limitation, a defense based on
such Receivable or the related Contract not being a legal, valid and binding obligation of such
Obligor enforceable against it in accordance with its terms), or any other claim resulting from the
sale of the merchandise or service related to such Receivable or the furnishing or failure to
furnish such merchandise or services;



               (vi) the commingling of Collections of Receivables at any time with other funds;



               (vii) the Transaction Documents, the transactions contemplated thereby, the use of the
proceeds of an Incremental SLOT Purchase or a Reinvestment, the ownership of the SLOT Interests or
any other investigation, litigation or proceeding relating to Seller, the Servicer or any
Originator in which any Indemnified Party becomes involved as a result of any of the transactions
contemplated hereby;



               (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as
a result of such Obligor being immune from civil and commercial law and suit on the grounds of
sovereignty or otherwise from any legal action, suit or proceeding;



               (ix) any Amortization Event described in Section 9.1(d);



               (x) any failure of Seller to acquire and maintain legal and equitable title to, and ownership
of any Receivable and the Related Security and Collections with respect thereto from the applicable
Originator, free and clear of any Adverse Claim (other Adverse Claims created under the Transaction
Documents and the First Lien Adverse Claims); or any failure of Seller to give reasonably
equivalent value to such Originator under the applicable Receivables Sale Agreement in
consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to
void such transfer under statutory provisions or common law or equitable action;



               (xi) any failure to vest and maintain vested in the SLOT Agent for the benefit of the SLOT
Purchaser, or to transfer to the SLOT Agent for the benefit of the SLOT Purchaser, legal and
equitable title to, and ownership of, a second priority perfected undivided



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percentage ownership interest (to the extent of the SLOT Interests contemplated hereunder) or
security interest in the Receivables, the Related Security and the Collections, free and clear of
any Adverse Claim (except for Adverse Claims created by the Transaction Documents and First Lien
Adverse Claims);




               (xii) the failure to have filed, or any delay in filing, financing statements or other similar
instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with
respect to any Receivable, the Related Security and Collections with respect thereto, and the
proceeds of any thereof, whether at the time of any Incremental SLOT Purchase or Reinvestment or at
any subsequent time;



               (xiii) any action or omission by any Seller Party which reduces or impairs the rights of the
SLOT Agent or the SLOT Purchaser with respect to any Receivable or the value of any such
Receivable;



               (xiv) any attempt by any Person to void any Incremental SLOT Purchase or Reinvestment
hereunder under statutory provisions or common law or equitable action; and



               (xv) the failure of any Receivable included in the calculation of the Net Receivables Balance
as an Eligible Receivable to be an Eligible Receivable at the time so included.



     Section 10.2 Increased Cost and Reduced Return If any Regulatory Change,
except for changes in the rate of tax on the overall net income of the SLOT Purchaser or Affected
Entity or taxes excluded by Section 10.1, (i) subjects the SLOT Purchaser or any Affected Entity to
any charge or withholding on or with respect to this Agreement or the SLOT Purchaser’s or an
Affected Entity’s obligations under this Agreement, or on or with respect to the Receivables, or
changes the basis of taxation of payments to the SLOT Purchaser or any Affected Entity of any
amounts payable under this 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 the SLOT Purchaser, or
credit extended by an Affected Entity or the SLOT Purchaser pursuant to this Agreement or (iii)
imposes any other condition affecting this Agreement and the result of any of the foregoing is to
increase the cost to an Affected Entity or the SLOT Purchaser of performing its obligations under
this Agreement, or to reduce the rate of return on an Affected Entity’s or the SLOT Purchaser’s
capital as a consequence of its obligations under this Agreement, or to reduce the amount of any
sum received or receivable by an Affected Entity or the SLOT Purchaser under this Agreement, or to
require any payment calculated by reference to the amount of interests or loans held or interest
received by it then, subject to the Intercreditor Agreement, on the forty-fifth (45th)
day after demand by the SLOT Agent for the period of up to ninety (90) days prior to the date on
which such demand was made, Seller shall pay to the SLOT Agent, for the benefit of the relevant
Affected Entity or the SLOT Purchaser, such amounts charged to such Affected Entity or the SLOT
Purchaser or such amounts to otherwise compensate such Affected Entity or the SLOT Agent for such
increased cost or such reduction; provided that in determining such amount, the SLOT Agent will
reasonably apportion such costs among Seller and the SLOT Agent’s other customers with
similarly-impacted receivables purchase or credit facilities. The term “Regulatory Change” shall
mean (i) the adoption after the date hereof of any applicable



29









 





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 made or issued after the date hereof, or
(iii) the compliance after the date hereof, by any Affected Entity or the SLOT 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 SLOT Purchaser or Affected Entity setting forth in reasonable detail
the amount or amounts payable to the SLOT Agent 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 the
SLOT Agent or Affected Entity the amount as due on any such certificate on the next Settlement Date
following receipt of such notice.



     Section 10.3 Other Costs and Expenses. Subject to the Intercreditor Agreement, Seller
shall pay to the SLOT Agent on demand all reasonable costs and out-of-pocket expenses in connection
with the preparation, execution, amendment, delivery and administration of this Agreement, the
transactions contemplated hereby and the other documents to be delivered hereunder, including
without limitation, the cost of the SLOT Agent’s auditors auditing the books to the extent
permitted under Section 7.1(d), records and procedures of Seller, reasonable fees and out-of-pocket
expenses of a legal counsel for the SLOT Agent (which such counsel may be employees of the SLOT
Purchaser or the SLOT Agent) with respect thereto and with respect to advising the SLOT Agent as to
its respective rights and remedies under this Agreement. Seller shall pay to the SLOT Agent on
demand any and all reasonable costs and expenses of the SLOT Agent and the SLOT Purchaser, if any,
including reasonable counsel fees and expenses of a common legal counsel, or if such common legal
counsel determines that it cannot continue representation due to a business or ethical conflict and
Wells Fargo or an Affiliate thereof ceases to be the SLOT Agent or, if Wells Fargo or an Affiliate
thereof is the SLOT Agent, the SLOT Purchaser is an entity other than or in addition to Wells Fargo
or an Affiliate thereof, separate legal counsel for the SLOT Agent, in connection with the
enforcement of this Agreement and the other documents delivered hereunder and in connection with
any restructuring or workout of this Agreement or such documents, or the administration of this
Agreement following an Amortization Event.



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ARTICLE XI.



THE SLOT AGENT



     Section 11.1 Appointment.


          (a) The SLOT Purchaser hereby irrevocably designates and appoints Wells Fargo as SLOT Agent
hereunder and under the other Transaction Documents to which the SLOT Agent is a party, and
authorizes the SLOT Agent to take such action on its behalf under the provisions of the Transaction
Documents and to exercise such powers and perform such duties as are expressly delegated to the
SLOT Agent by the terms of the Transaction Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the SLOT Agent shall not have any duties or responsibilities, except those expressly set
forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any
other Person, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities on the part of the SLOT Agent shall be read into any Transaction Document or otherwise
exist against the SLOT Agent.


          (b) The provisions of this Article XI are solely for the benefit of the SLOT Agent and the
SLOT Purchaser, and neither the Seller nor the Servicer shall have any rights as a third-party
beneficiary or otherwise under any of the provisions of this Article XI, except that this
Article XI shall not affect any obligations which the SLOT Agent or SLOT Purchaser may have to
either the Seller or the Servicer under the other provisions of this Agreement. This Article XI is
intended solely to govern the relationship between the SLOT Agent, on the one hand, and the SLOT
Purchaser, on the other.


          (c) In performing its functions and duties hereunder, the SLOT Agent shall act solely as the
agent of the SLOT Purchaser and does not assume and shall not be deemed to have assumed any
obligation or relationship of trust or agency with or for the Seller or the Servicer or any of
their respective successors and assigns.



     Section 11.2 Delegation of Duties. The SLOT Agent may execute any of its duties under
the applicable Transaction Documents by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties. The SLOT Agent
shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.



     Section 11.3 Exculpatory Provisions. Neither the SLOT Agent nor any of its directors,
officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be
taken by it or them or any Person described in Section 11.2 under or in connection with this
Agreement (except for its, their or such Person’s own bad faith, gross negligence or willful
misconduct), or (ii) responsible in any manner to any of the SLOT Purchaser for any recitals,
statements, representations or warranties made by the Seller contained in this Agreement or in any
certificate, report, statement or other document referred to or provided for in, or received under
or in connection with, this Agreement or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other document furnished in connection
herewith, or for any failure of either the Seller or the Servicer to perform its respective



31









 





obligations hereunder, or for the satisfaction of any condition specified in Article VI,
except receipt of items required to be delivered to the SLOT Agent. The SLOT Agent shall not be
under any obligation to the SLOT Purchaser to ascertain or to inquire as to the observance or
performance of any of the agreements or covenants contained in, or conditions of, this Agreement,
or to inspect the properties, books or records of the Seller or the Servicer.




     Section 11.4 Reliance by SLOT Agent. As between the SLOT Agent and the SLOT
Purchaser:


          (a) The SLOT Agent shall in all cases be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, telecopy or telex message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including, without limitation, counsel to the
Seller or the Servicer), independent accountants and other experts selected by the SLOT Agent. The
SLOT Agent shall in all cases be fully justified in failing or refusing to take any action under
this Agreement or any other document furnished in connection herewith unless it shall first receive
such advice or concurrence of such of the SLOT Purchaser, as it shall determine to be appropriate
under the relevant circumstances, or it shall first be indemnified to its satisfaction by the SLOT
Purchaser against any and all liability, cost and expense which may be incurred by it by reason of
taking or continuing to take any such action.


          (b) Any action taken by the SLOT Agent in accordance with Section 11.4(a) shall be binding
upon the SLOT Purchaser.



     Section 11.5 Notice of Seller Defaults. The SLOT Agent shall not be deemed to have
knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event
unless the SLOT Agent has received notice from the SLOT Purchaser, the Seller or the Servicer
referring to this Agreement, stating that a Amortization Event or Potential Amortization Event has
occurred hereunder and describing such Amortization Event or Potential Amortization Event. In the
event that the SLOT Agent receives such a notice, it shall promptly give notice thereof to the SLOT
Purchaser. The SLOT Agent may exercise any rights and remedies provided to the SLOT Agent under
the Transaction Documents or at law or equity with respect to such Amortization Event or Potential
Amortization Event, provided that the SLOT Agent is indemnified to its satisfaction by the SLOT
Purchaser against any and all liability, cost and expense which may be incurred by it by reason of
such exercise of rights and remedies and/or taking any such action.



     Section 11.6 Non-Reliance on the SLOT Purchaser. The SLOT Purchaser expressly
acknowledges that neither the SLOT Agent, nor any of the SLOT Agent’s respective officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any representations or
warranties to it and that no act by the SLOT Agent hereafter taken, including, without limitation,
any review of the affairs of the Seller, the Servicer or the Originators, shall be deemed to
constitute any representation or warranty by the SLOT Agent. The SLOT Purchaser also represents
and warrants to the SLOT Agent that it has, independently and without reliance upon any other
Person and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property, prospects,



32









 





financial and other conditions and creditworthiness of the Seller, the Servicer and the
Originators and made its own decision to enter into this Agreement. The SLOT Purchaser also
represents that it will, independently and without reliance upon the SLOT Agent, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make
such investigation as it deems necessary to inform itself as to the business, operations, property,
prospects, financial and other condition and creditworthiness of the Seller, the Servicer and the
Originators. The SLOT Agent, the SLOT Purchaser and their respective Affiliates, shall have no
duty or responsibility to provide any party to this Agreement with any credit or other information
concerning the business, operations, property, prospects, financial and other condition or
creditworthiness of the Seller, the Servicer and the Originators which may come into the possession
of such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact
or affiliates, except that the SLOT Agent shall promptly distribute to the SLOT Purchaser, copies
of financial and other information expressly provided to it by either of the Seller or the Servicer
pursuant to this Agreement.




     Section 11.7 Indemnification of the SLOT Agent. The SLOT Purchaser hereby agrees to
indemnify (a) the SLOT Agent, and (b) the officers, directors, employees, representatives and
agents of the SLOT Agent (to the extent not reimbursed by the Seller or the Servicer and without
limiting the obligation of the Seller or the Servicer to do so), ratably in accordance with their
respective Commitments, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the
SLOT Agent or such Person in connection with any investigative, administrative or judicial
proceeding commenced or threatened, whether or not the SLOT Agent or such Person shall be
designated a party thereto) that may at any time be imposed on, incurred by or asserted against the
SLOT Agent or such Person as a result of, or arising out of, or in any way related to or by reason
of, any of the transactions contemplated hereunder or the execution, delivery or performance of
this Agreement or any other document furnished in connection herewith (but excluding any such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from the bad faith, gross negligence or willful misconduct of the
SLOT Agent or such Person as finally determined by a court of competent jurisdiction).



     Section 11.8 SLOT Agent in its Individual Capacity. The SLOT Agent in its individual
capacity and its Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Seller, the Servicer, the Originators and their Affiliates as though the
SLOT Agent were not the SLOT Agent hereunder.



     Section 11.9 UCC Filings. The SLOT Purchaser hereby expressly recognizes and agrees
that the SLOT Agent may be listed as the assignee or secured party of record on the various UCC
filings required to be made under the Transaction Documents in order to perfect its interests in
the Receivables, the Collections, each Collection Account and all Related Security, that such
listing shall be for administrative convenience only in creating a record or nominee holder to take
certain actions hereunder on behalf of the SLOT Purchaser and that such listing will not affect in
any way the status of the SLOT Purchaser as the true party in interest with respect to the
collateral covered thereby. In addition, such listing shall impose no duties on the



33









 





SLOT Agent other than those expressly and specifically undertaken in accordance with this
Article XI.




     Section 11.10 Successor SLOT Agent. If the SLOT Agent or its holding company is
merged with or into any other Person, the SLOT Agent may, upon five days’ notice to the Seller,
assign its rights and obligations hereunder to the survivor of such merger or any of its bank
Affiliates. After the effectiveness of the assigning SLOT Agent’s assignment hereunder, the
assigning SLOT Agent shall be discharged from its duties and obligations hereunder and under the
other Transaction Documents and the provisions of this Article XI and Article X shall continue in
effect for its benefit with respect to any actions taken or omitted to be taken by it while it was
the SLOT Agent under this Agreement and under the other Transaction Documents.



     Section 11.11 Intercreditor Agreement. The SLOT Purchaser hereby acknowledges and
consents to the terms and conditions set forth in the Intercreditor Agreement and instructs and
directs the SLOT Agent to execute the Intercreditor Agreement.



ARTICLE XII.



ASSIGNMENTS; PARTICIPATIONS



     Section 12.1 Assignments.


          (a) Each of the Seller Parties hereby consents to the complete or partial assignment by Wells
Fargo to any “Committed Purchaser” party to and as defined in the First Lien Receivables Purchase
Agreement of all or any portion of its rights and obligations hereunder. Upon each such assignment
pursuant to this Section 12.1(a), Wells Fargo shall be released from its obligations so
assigned. Further, each of the other parties hereby agrees that any assignee of Wells Fargo of
this Agreement or all or any of its SLOT Interests shall have all of the rights and benefits under
this Agreement as if references to “Wells Fargo” or the “SLOT Purchaser” explicitly referred to
such assignee, and no such assignment shall in any way impair the rights and benefits of Wells
Fargo hereunder. Neither of the Seller Parties nor (except as set forth in Section 11.10)
the SLOT Agent shall have the right to assign its rights or obligations under this Agreement.


          Section 12.2 Participations. The SLOT Purchaser may, in the ordinary course of its
business at any time sell to one or more Persons (each a “Participant”) participating interests in
the SLOT Interests or any other interest of the SLOT Purchaser hereunder. Notwithstanding any such
sale by the SLOT Purchaser of a participating interest to a Participant, the SLOT Purchaser’s
rights and obligations under this Agreement shall remain unchanged, the SLOT Purchaser shall remain
solely responsible for the performance of its obligations hereunder, and the Seller Party and the
SLOT Agent shall continue to deal solely and directly with the SLOT Purchaser in connection with
the SLOT Purchaser’s rights and obligations under this Agreement. The SLOT Purchaser agrees that
any agreement between the SLOT Purchaser and any such Participant in respect of such participating
interest shall not restrict the SLOT Purchaser’s right to agree to any amendment, supplement,
waiver or modification to this Agreement, except for any amendment, supplement, waiver or
modification (A) that would extend the date of any payment or deposit of Collections by Seller or
the Servicer, (B) reduce the rate or extend the time



34









 








of payment of Yield (or any component of Yield), (C) reduce any fee payable to or for the
benefit of the SLOT Purchaser, (D) except pursuant to Article XII hereof, change the amount of the
Capital or Commitment of the SLOT Purchaser, (E) amend, modify or waive any provision of this
Section 12.2, (F) consent to or permit the assignment or transfer by Seller of any of its rights
and obligations under this Agreement, (G) change the definition of “Minimum Receivable Amount” or
any component thereof, or (H) amend or modify any defined term (or any defined term used directly
or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would
circumvent the intention of the restrictions set forth in such clauses.




ARTICLE XIII.



[RESERVED]



ARTICLE XIV.



MISCELLANEOUS



     Section 14.1 Waivers and Amendments.


          (a) No failure or delay on the part of the SLOT Agent or the SLOT Purchaser in exercising any
power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or remedy preclude any other further exercise thereof
or the exercise of any other power, right or remedy. The rights and remedies herein provided shall
be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this
Agreement shall be effective only in the specific instance and for the specific purpose for which
given. No provision of this Agreement may be amended, supplemented, modified or waived except in
writing signed by each of the parties hereto in accordance with the provisions of the Intercreditor
Agreement.


          Section 14.2 Notices. Except as provided in this Section 14.2, all communications and
notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic
facsimile transmission or similar writing) and shall be given to the other parties hereto at their
respective addresses or telecopy numbers set forth on the signature pages hereof or at such other
address or telecopy number as such Person may hereafter specify for the purpose of notice to each
of the other parties hereto. Each such notice or other communication shall be effective (i) if
given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after
the time such communication is deposited in the mail with first class postage prepaid or (iii) if
given by any other means, when received at the address specified in this Section 14.2. Seller
hereby authorizes the SLOT Agent to effect purchases based on telephonic notices made by any Person
whom the SLOT Agent in good faith believes to be acting on behalf of Seller. Seller agrees to
deliver promptly to the SLOT Agent a written confirmation of each telephonic notice signed by an
authorized officer of Seller; provided, however, the absence of such confirmation shall not affect
the validity of such notice. If the written confirmation differs from the action taken by the SLOT
Agent, the records of the SLOT Agent shall govern absent manifest error.



     Section 14.3 [Reserved].



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     Section 14.4 Protection of Ownership Interests of the SLOT Purchaser.


          (a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver
all instruments and documents, and take all actions, that may be necessary or desirable, or that
the SLOT Agent may request, to perfect, protect or more fully evidence the SLOT Interests, or to
enable the SLOT Agent or the SLOT Purchaser to exercise and enforce their rights and remedies
hereunder. At any time when an Amortization Event has occurred and is continuing, the SLOT Agent
may, or the SLOT Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at
Seller’s expense, of the ownership or security interests of the SLOT Purchaser under this Agreement
and may also direct that payments of all amounts due or that become due under any or all
Receivables be made directly to the SLOT Agent or its designee. Seller or the Servicer (as
applicable) shall, at the SLOT Purchaser’s request, withhold the identity of the SLOT Purchaser in
any such notification.


          (b) If any Seller Party fails to perform any of its obligations hereunder, the SLOT Agent may
(but shall not be required to) perform, or cause performance of, such obligations, and the SLOT
Agent’s costs and expenses incurred in connection therewith shall be payable by Seller as provided
in Section 10.3. Each Seller Party irrevocably authorizes the SLOT Agent at any time and from time
to time in the sole discretion of the SLOT Agent, and appoints the SLOT Agent as its
attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf of Seller as
debtor (if required) and to file financing statements necessary or desirable in the SLOT Agent’s
sole discretion to perfect and to maintain the perfection and priority of the interest of the SLOT
Purchaser in the Receivables and (ii) to file a carbon, photographic or other reproduction of this
Agreement or any financing statement with respect to the Receivables as a financing statement in
such offices as the SLOT Agent in its sole discretion deems necessary or desirable to perfect and
to maintain the perfection and priority of the interests of the SLOT Purchaser in the Receivables.
This appointment is coupled with an interest and is irrevocable. Each of the Seller Parties hereby
(A) authorizes the SLOT Agent to file financing statements and other filing or recording documents
with respect to the Receivables and Related Security (including any amendments thereto, or
continuation or termination statements thereof), without the signature or other authorization of
such Seller Party, in such form and in such offices as the SLOT Agent reasonably determines
appropriate to perfect or maintain the perfection of the security interest of the Agent hereunder,
(B) acknowledges and agrees that it is not authorized to, and will not, file financing statements
or other filing or recording documents with respect to the Receivables or Related Security
(including any amendments thereto, or continuation or termination statements thereof), without the
express prior written approval by the Agent, consenting to the form and substance of such filing or
recording document, and (C) approves, authorizes and ratifies any filings or recordings made by or
on behalf of the SLOT Agent in connection with the perfection of the security interest in favor of
Seller or the SLOT Agent.



     Section 14.5 Confidentiality.


          (a) Each Seller Party and the SLOT Purchaser shall maintain and shall cause each of its
employees and officers to maintain the confidentiality of this Agreement and the other confidential
or proprietary information with respect to the SLOT Agent and its businesses obtained by it or them
in connection with the structuring, negotiating and execution of the



36









 








transactions contemplated herein, except that such Seller Party and the SLOT Purchaser and its
officers and employees may disclose such information to such Seller Party’s and the SLOT Agent’s
external accountants and attorneys and as required by any applicable law or order of any judicial
or administrative proceeding.



          (b) Each of the SLOT Agent and the SLOT Purchaser 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.


          (c) Each of the Seller Parties, the SLOT Agent and the SLOT Purchaser hereby consents to the
disclosure of any nonpublic information with respect to it (i) to Performance Guarantor, the SLOT
Agent and the SLOT Purchaser, (ii) to any Person to whom disclosure is permitted under Section
14.15 of the First Lien Receivables Purchase 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. In addition, the SLOT Purchaser and the SLOT Agent
may disclose any such nonpublic information 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).



     Section 14.6 [Reserved].



     Section 14.7 Limitation of Liability. Except with respect to any claim arising out of
the willful misconduct or gross negligence of the SLOT Agent or the SLOT Purchaser, no claim may be
made by any Seller Party or any other Person against the SLOT Agent or the SLOT Purchaser or their
respective Affiliates, directors, officers, employees, attorneys or agents for any special,
indirect, consequential or punitive damages in respect of any claim for breach of contract or any
other theory of liability arising out of or related to the transactions contemplated by this
Agreement, or any act, omission or event occurring in connection therewith; and each Seller Party
hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor.



     Section 14.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.



     Section 14.9 CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN
CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS
TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS
AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE SLOT AGENT OR THE SLOT
PURCHASER TO BRING PROCEEDINGS



37









 





AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
ANY SELLER PARTY AGAINST THE SLOT AGENT OR THE SLOT PURCHASER OR ANY AFFILIATE OF THE SLOT AGENT OR
THE SLOT PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS
AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.




     Section 14.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY
DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.



     Section 14.11 Integration; Binding Effect; Survival of Terms.


          (a) This Agreement and each other Transaction Document contain the final and complete
integration of all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among the parties hereto with respect to the
subject matter hereof superseding all prior oral or written understandings.


          (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns (including any trustee in bankruptcy). This
Agreement shall create and constitute the continuing obligations of the parties hereto in
accordance with its terms and shall remain in full force and effect until terminated in accordance
with its terms; provided, however, that the rights and remedies with respect to (i) any breach of
any representation and warranty made by any Seller Party pursuant to Article V, (ii) the
indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing
and shall survive any termination of this Agreement.



     Section 14.12 Counterparts; Severability; Section References. This Agreement 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 when taken
together shall constitute one and the same Agreement. Any provisions of this Agreement which are
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. Unless otherwise expressly
indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean
articles and sections of, and schedules and exhibits to, this Agreement.



     Section 14.13 Characterization.


          (a) It is the intention of the parties hereto that each purchase hereunder shall constitute
and be treated as an absolute and irrevocable sale, which purchase shall provide the



38









 








applicable Purchaser with the full benefits of ownership of an interest in the applicable SLOT
Interest. Except as specifically provided in this Agreement, each sale of a SLOT Interest
hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to
the SLOT Purchaser and the SLOT Agent for all representations, warranties, covenants and
indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not
constitute and is not intended to result in an assumption by the SLOT Purchaser or SLOT Agent or
any assignee thereof of any obligation of Seller or any Originator or any other Person arising in
connection with the Receivables, the Related Security, or the related Contracts, or any other
obligations of Seller or any Originator.



          (b) In addition to any ownership interest which the SLOT Agent may from time to time acquire
pursuant hereto, Seller hereby grants to the SLOT Agent for the ratable benefit of the SLOT
Purchaser, a valid and perfected security interest in all of Seller’s right, title and interest in,
to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box,
each Collection Account, all Related Security, all other rights and payments relating to such
Receivables, and all proceeds of any thereof prior to all other liens on and security interests
therein to secure the prompt and complete payment of the Aggregate SLOT Unpaids. The SLOT Agent and
the SLOT Purchaser shall have, in addition to the rights and remedies that they may have under this
Agreement, all other rights and remedies provided to a secured creditor under the UCC and other
applicable law, which rights and remedies shall be cumulative.


          (c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by
Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any
reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then
this Agreement shall be deemed to constitute a security agreement under the UCC and other
applicable law. In the case of any Recharacterization, the Seller represents and warrants that each
remittance of Collections to the SLOT Agent or the SLOT Purchaser hereunder will have been (i) in
payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in
the ordinary course of business or financial affairs.



     Section 14.14 Federal Reserve. Notwithstanding any other provision of this Agreement
to the contrary, the SLOT Purchaser may at any time pledge or grant a security interest in all or
any portion of its rights (including, without limitation, any SLOT Interest and any rights to
payment of Capital and Yield) under this Agreement to secure obligations of the SLOT Purchaser to a
Federal Reserve Bank, without notice to or consent of the Seller or the SLOT Agent; provided that
no such pledge or grant of a security interest shall release the SLOT Purchaser from any of its
obligations hereunder, or substitute any such pledgee or grantee for the SLOT Purchaser as a party
hereto.



     Section 14.15 Intercreditor Agreement(a) . Notwithstanding anything
herein to the contrary, the lien and security interest granted to the Second Lien Agent pursuant to
this Agreement and the exercise of any right or remedy by the Second Lien Agent hereunder are
subject to the provisions of the Intercreditor Agreement.



39









 




          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
by their duly authorized officers or signatories as of the date hereof.



	 	 	 	 	 
	
TENNECO AUTOMOTIVE RSA COMPANY,

a Delaware corporation

 	 
	By:  	 	 
	Name:  	 	 
	Title:  	 	 



	 	 	 	 	 
	Address:	 	500 North Field Drive
	 	 	Lake Forest, IL 60045
	 
	 	 	 	 
	 

	 	Attention:
	 	John E. Kunz
	 

	 	Phone:
	 	(847) 482-5163
	 

	 	Fax:
	 	(847) 482-5125






TENNECO AUTOMOTIVE OPERATING COMPANY INC.,

a Delaware corporation




	 	 	 	 	 
	 	 
	By:  	
 	 
	Name:  	 	 
	Title:  	 	 



	 	 	 	 	 
	Address:	 	500 North Field Drive
	 	 	Lake Forest, IL 60045
	 
	 	 	 	 
	 

	 	Attention:
	 	John E. Kunz
	 

	 	Phone:
	 	(847) 482-5163
	 

	 	Fax:
	 	(847) 482-5125






40









 






WELLS FARGO BANK, N.A., individually and as SLOT Agent




	 	 	 	 	 
	 	 
	By:  	
 	 
	Name:  	 	 
	Title:  	 	 
	 



	 	 	 
	Address:

	 	Wells Fargo Bank, N.A.
	 

	 	6 Concourse Parkway, Suite 1450
	 

	 	Atlanta, Georgia 30328
	 

	 	Attn: Eero Maki
	 

	 	Fax: (404) 732-0801







41











 





EXHIBIT I




DEFINITIONS




          As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):




          “Accrual Period” means each calendar month.




          “Adjusted Overconcentration Amount” means, at any time, the aggregate for all Obligors of the
sum, with respect to each Obligor, of the excess, if any, of (a) the aggregate Outstanding Balance
of all Eligible Receivables of such Obligor and its Affiliates, after subtracting the Pass-Through
Reserve, the Warranty Reserve and the Price Give-Back Accrual, in each case, allocated to the
Receivables of such Obligor and its Affiliates, if any, over (b) the Adjusted Concentration Limit
for such Obligor and its Affiliates.




          “Adjusted Concentration Limit” means, at any time, for any Obligor, 10.0% 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.




          “Adjusted Net Receivables Balance” means, at any time, the result of (a) the aggregate
Outstanding Balance of all Eligible Receivables, minus (b) the Adjusted Overconcentration Amount,
minus (c) the Pass-Through Reserve at such time, minus (d) the Warranty Reserve at such time, minus
(e) Price Give-Back Accrual at such time minus (f) the Sales-Promotion Reserve; provided, however,
that the sum of the Pass-Through Reserve, the Price Give-Back Accrual, the Warranty Reserve, the
Sales-Promotion Reserve and the Adjusted Overconcentration Amount attributable to any Obligor shall
not exceed the aggregate Outstanding Balance of all Eligible Receivables for such Obligor included
in the calculation of the Adjusted Net Receivables Balance.




          “Advance Ineligibles” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Adverse Claim” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Affected Entity” means any bank holding company in respect of the SLOT Purchaser.




          “Affiliate” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Aggregate Capital” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Aggregate Reserves” means, on any date of determination, the sum of the Loss Reserve, the
Dilution Reserve and the Servicer Reserve.






42









 








          “Aggregate SLOT Capital” means, on any date of determination, the aggregate amount of SLOT
Capital of all SLOT Interests outstanding on such date.




          “Aggregate SLOT Reduction” has the meaning specified in Section 1.3.




          “Aggregate SLOT Unpaids” means, at any time, an amount equal to the sum of all Aggregate SLOT
Capital plus all accrued and unpaid Recourse Obligations (whether due or accrued) at such time.




          “Agreement” means this SLOT Receivables Purchase Agreement, as it may be amended, restated,
supplemented or otherwise modified and in effect from time to time.




          “Alternate Base Rate” means a rate per annum equal to the sum of (a) the greatest of (i) the
prime rate of interest announced from time to time by Wells Fargo or its parent (which is not
necessarily the lowest rate charged to any customer), changing when and as said prime rate changes,
(ii) the Federal Funds Effective Rate plus 0.50%, and (iii) the one-month “Eurodollar Rate” for
U.S. dollar deposits as reported on the Reuters Screen LIBOR01 Page (or such other page as may
replace Reuters Screen LIBOR01 Page), plus (b) the Applicable Margin.




          “Amortization Date” means the earliest to occur of (i) the day on which any of the conditions
precedent set forth in Section 6.2 are not satisfied, (ii) the Business Day immediately prior to
the occurrence of an Amortization Event set forth in Section 9.1(d)(ii), (iii) the Business Day
specified in a written notice from the SLOT Agent following the occurrence of any other
Amortization Event, and (iv) the date which is thirty (30) Business Days after the SLOT Agent’s
receipt of written notice from Seller that it wishes to terminate the facility evidenced by this
Agreement.




          “Amortization Event” has the meaning specified in Article IX.




          “Applicable Margin” has the meaning specified in the SLOT Fee Letter.




          “Assignment Agreement” has the meaning set forth in Section 12.1(b).




          “Authorized Officer” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Business Day” means any day on which banks are not authorized or required to close in New
York, New York or Chicago, Illinois, and, if the applicable Business Day relates to any computation
or payment to be made with respect to LMIR, any day on which dealings in dollar deposits are
carried on in the London interbank market.




          “Calculated SLOT Amount” means, on any date of determination, the sum of (i) the Canadian
Advance Amount, (ii) the Extra Special Concentration Amount, and (iii) the Surplus Required Reserve
Amount.




          “Canadian Advance Amount” means 70% of the amount reported under the First Lien Receivables
Purchase Agreement as being ineligible as a result of being denominated in





43









 







Canadian dollars (excluding the portion thereof for which the Obligor is General Motors
Company or one of its Affiliates).




          “Capital Stock” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Change of Control” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Charged-Off Receivable” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Collection Account” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Collection Account Agreement” has the meaning specified in the First Lien Receivables
Purchase Agreement.




          “Collection Bank” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Collection Notice” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Collections” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Commitment” means the commitment of the SLOT Purchaser to purchase interest in SLOT Interests
from Seller in an amount not to exceed in the aggregate, the amount set forth opposite its name on
Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof .




          “Concentration Limit” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Contingent Obligation” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Contract” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Credit and Collection Policy” has the meaning specified in the First Lien Receivables
Purchase Agreement.




          “Daily Report” means a “Daily Report” means as defined in the First Lien Receivables Purchase
Agreement, furnished by the Servicer to the SLOT Agent pursuant to Section 8.5.






44









 








          “Daily Reporting Date” means (i) each Business Day on which Aggregate SLOT Capital is greater
than zero as of the end of such Business Day or (ii) each of the two (2) Business Days immediately
prior to the date upon which there is an Incremental SLOT Purchase, regardless of whether Aggregate
SLOT Capital is greater than zero.




          “Deemed Collections” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Default Fee” means with respect to any amount due and payable by Seller in respect of any
Aggregate SLOT Unpaids, an amount equal to the greater of (i) $1,000 and (ii) interest on any such
unpaid Aggregate SLOT Unpaids at a rate per annum equal to 2% above the Alternate Base Rate.




          “Default Ratio” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Delinquency Ratio” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Delinquent Receivable” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Dilution Ratio” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Dilution Reserve” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Dilutions” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Discharge of First Lien Obligations” has the meaning set forth in the Intercreditor
Agreement.




          “Discount Rate” means (a) LMIR or (b) solely if LMIR is unavailable, the Alternate Base Rate.




          “Eligible Receivable” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Exchange Act” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Extra Special Concentration Amount” means, on any date of determination, for each of the
following Obligors, the excess, if any, of (a) the product of (i) the percentage for such Obligor
and its Affiliates set forth in the table below (the “Extra Special Concentration Limit”) and (ii)
(A) for each of General Motors Company and its Affiliates and Ford Motor Company and its
Affiliates, the aggregate Outstanding Balance of all Eligible Receivables, (B) for





45









 







Advance Stores Company, Inc. and its Affiliates, the aggregate Outstanding Balance of all
Eligible Receivables after subtracting the Pass Through Reserve, the Warranty Reserve, the
Sales-Promotion Reserve, the Advance Ineligibles and the Price Give Back Accrual, and (C) for all
other listed Obligors and their Affiliates, the aggregate Outstanding Balance of all Eligible
Receivables minus the sum of the Pass Through Reserve, the Warranty Reserve, the Sales Promotion
Reserve and the Price Give Back Accrual, over (b) the “Overconcentration Amount” under (and as
defined in) the First Lien Receivables Purchase Agreement for such Obligor as determined under the
First Lien Receivables Purchase Agreement:




	 	 	 	 	 
	 	 	Extra Special	 
	Obligor	 	Concentration Limit	 
	General Motors Company and Affiliates
	 	 	7.0	%
	 
	 	 	 	 
	Ford Motor Company and Affiliates
	 	 	7.0	%
	 
	 	 	 	 
	Genuine Auto Parts (NAPA) and Affiliates
	 	 	8.0	%
	 
	 	 	 	 
	Advance Stores Company, Inc. and Affiliates
	 	 	8.0	%
	 
	 	 	 	 
	Ozark Motor Lines and Affiliates
	 	 	5.5	%





In the event the SLOT Agent changes its view of the credit risk of any such Obligor as a result of
events or developments occurring after the date of this Agreement, the SLOT Agent may, upon not
less than 10 Business Days’ notice to the Seller, reduce any Extra Special Concentration Limit but
not to a limit lower than the applicable “Special Concentration Limit” under (and as defined in)
the First Lien Receivables Purchase Agreement.




          “Facility Termination Date” means the earlier to occur of (i) the SLOT Termination Date and
(ii) the Amortization Date.




          “Federal Bankruptcy Code” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per annum
for each day during such period equal to (a) the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the preceding Business Day) by
the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government
Securities; or (b) if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:30 a.m. (Chicago





46









 







time) for such day on such transactions received by the SLOT Agent from three federal funds
brokers of recognized standing selected by it.




          “Finance Charges” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “First Lien Adverse Claims” means any Adverse Claims granted in favor of the First Lien Agent
pursuant to the First Lien Receivables Purchase Agreement that are subject to the terms of the
Intercreditor Agreement.




          “First Lien Agent” shall mean JPMorgan, in its capacity as “Administrative Agent” under the
First Lien Receivables Purchase Agreement, and any successor “Administrative Agent” thereunder.




          “First Lien Purchasers” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “First Lien Receivables Purchase Agreement” shall mean that certain Third Amended and Restated
Receivables Purchase Agreement, dated as of March 26, 2010, by and among Tenneco Automotive RSA
Company, the “Purchasers” and “Co-Agents” from time to time party thereto, and the First Lien
Agent, as amended, restated, supplemented or otherwise modified as expressly permitted under the
Intercreditor Agreement.




          “First Lien Transaction Documents” shall mean the First Lien Receivables Purchase Agreement
and all other “Transaction Documents” (as defined in the First Lien Receivables Purchase
Agreement).




          “GAAP” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Incremental SLOT Purchase” means a purchase of one or more SLOT Interests which increases the
total outstanding Aggregate SLOT Capital hereunder.




          “Indebtedness” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Independent Director” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Intercreditor Agreement” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “JPMorgan Chase” means JPMorgan Chase Bank, N.A. in its individual capacity and its
successors.




          “Level Two Ratings Period” has the meaning specified in the First Lien Receivables Purchase
Agreement.






47









 








          “Level Three Ratings Period” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “LMIR” means, for any day, the sum of (a) the three-month “Eurodollar Rate” for U.S. dollar
deposits as reported on the Reuters Screen LIBOR01 Page (or such other page as may replace Reuters
Screen LIBOR01 Page), plus (b) the Applicable Margin.




          “Lock-Box” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Loss Reserve” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Loss-to-Liquidation Ratio” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Material Adverse Effect” means a material adverse effect on (i) the business, property,
operations or condition (financial or otherwise) of Performance Guarantor and its Subsidiaries,
taken as a whole, or of either Seller Party, (ii) the ability of either Seller Party to perform its
obligations under this Agreement or the Performance Guarantor to perform its obligations under the
Performance Undertaking, (iii) the legality, validity or enforceability of this Agreement or any
other Transaction Document, (iv) the SLOT Purchaser’s interest in the Receivables generally or in
any significant portion of the Receivables, the Related Security or the Collections with respect
thereto, or (v) the collectability of the Receivables generally or of any material portion of the
Receivables.




          “Maximum SLOT Amount” means, on any date of determination, an amount equal to the excess (if
any) of (a) the product of (i) 75% and (ii) the Adjusted Net Receivables Balance, over (b) the
“Aggregate Capital” outstanding under the First Lien Receivables Purchase Agreement.




          “Minimum Receivables Amount” means, on any date of determination, the least of (i) the SLOT
Purchase Limit, (ii) the Calculated SLOT Amount and (iii) the Maximum SLOT Amount.




          “Monthly Payment Date” means two (2) Business Days after the Monthly Reporting Date.




          “Monthly Report” means a “Monthly Report” as defined in the First Lien Receivables Purchase
Agreement, furnished by the Servicer to the SLOT Agent pursuant to Section 8.5.




          “Monthly Reporting Date” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Net Receivables Balance” has the meaning specified in the First Lien Receivables Purchase
Agreement.






48









 








          “Obligor” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Originator” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Outstanding Balance” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Participant” has the meaning set forth in Section 12.2.




          “Pass-Through Reserve” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Performance Guarantor” means Tenneco Automotive.




          “Performance Undertaking” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Person” means has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Potential Amortization Event” means an event which, with the passage of time or the giving of
notice, or both, would constitute an Amortization Event.




          “Price Give-Back Accrual” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Proposed SLOT Reduction Date” has the meaning set forth in Section 1.3.




          “Receivable” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Receivables Sale Agreement” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Records” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Recourse Obligations” shall have the meaning set forth in Section 2.1.




          “Regulatory Change” has the meaning set forth in Section 10.2(a).




          “Reinvestment” has the meaning set forth in Section 2.2.




          “Related Security” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Required Capital Amount” means $30,000,000.






49









 








          “Restricted Junior Payment” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Sales Promotion Reserve” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Seller” has the meaning set forth in the preamble to this Agreement.




          “Seller Parties” has the meaning set forth in the preamble to this Agreement.




          “Servicer” means at any time the Person (which may be the SLOT Agent or the First Lien Agent)
then authorized pursuant to Article VIII of the First Lien Receivables Purchase Agreement or, after
Discharge of the First Lien Obligations, of this Agreement to service, administer and collect
Receivables.




          “Servicer Reserve” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Settlement Date” means (A) the Business Day following receipt of each Daily Report or Weekly
Report (as applicable), (B) each Monthly Payment Date, and (C) the Business Day on which any
Recourse Obligation under this Agreement or under (and is defined in) the First Lien Receivables
Purchase Agreement is not paid when due.




          “Settlement Report” means a Daily Report, a Weekly Report or a Monthly Report.




          “SLOT Agent” has the meaning set forth in the preamble to this Agreement.




          “SLOT Capital” of any SLOT Interest means, at any time, (A) the SLOT Purchase Price of such
SLOT Interest, minus (B) the sum of the aggregate amount of Collections and other payments received
by the SLOT Agent which in each case are applied to reduce such SLOT Capital in accordance with the
terms and conditions of this Agreement and the Intercreditor Agreement; provided that such SLOT
Capital shall be restored (in accordance with Section 2.5) in the amount of any Collections or
other payments so received and applied if at any time the distribution of such Collections or
payments are rescinded, returned or refunded for any reason.




          “SLOT Fee Letter” means the SLOT Fee Letter dated as of March 26, 2010 by and between Seller
and the SLOT Agent, as the same may be amended, restated or otherwise modified from time to time.




          “SLOT Interest” means, at any time, an undivided percentage ownership interest (computed as
set forth below) associated with a designated amount of SLOT Capital, selected pursuant to the
terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent
computation or recomputation of such undivided interest, (ii) all Related Security with respect to
each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such
Receivable. Each such undivided percentage interest shall equal:






50









 








SC

 





MRA




          where:




          SC = the SLOT Capital of such SLOT Interest.




          MRA = the Minimum Receivables Amount.



Such undivided percentage ownership interest shall be initially computed on its date of purchase.
Thereafter, until the Amortization Date, each SLOT Interest shall be automatically recomputed (or
deemed to be recomputed) on each day prior to the Amortization Date. The percentage represented by
the aggregate SLOT Interests as of the close of the Business Day immediately preceding the
Amortization Date shall remain constant at all times thereafter.




          “SLOT Purchase Limit” means $40,000,000.




          “SLOT Purchase Notice” has the meaning set forth in Section 1.2.




          “SLOT Purchase Price” means, with respect to any Incremental SLOT Purchase of a SLOT Interest,
the amount paid to Seller for such SLOT Interest which shall not exceed the least of (i) the amount
requested by Seller in the applicable SLOT Purchase Notice, (ii) the unused portion of the SLOT
Purchase Limit on the applicable purchase date and (iii) the amount that would not cause the
aggregate of all SLOT Interests to exceed 100%.




          “SLOT Purchaser” has the meaning specified in the preamble to this Agreement.




          “SLOT Reduction Notice” has the meaning set forth in Section 1.3.




          “SLOT Termination Date” means March 25, 2011.




          “Solvent” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Specified Change of Control” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Stock Lift Agreement” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Subsidiary” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Surplus Required Reserve Amount” means the lesser of (a) $5,000,000 and (b) the amount by
which the Aggregate Reserves exceeds 30% of the Net Receivables Balance.




          “Tenneco Automotive” means Tenneco Inc., a Delaware corporation.






51









 








          “Tenneco Automotive Entities” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Tenneco Credit Agreement” has the meaning specified in the First Lien Receivables Purchase
Agreement.




          “Tenneco Operating” has the meaning set forth in the preamble.




          “Transaction Documents” means, collectively, this Agreement, each SLOT Purchase Notice, each
Receivables Sale Agreement, each Collection Account Agreement, the Performance Undertaking, the
SLOT Fee Letter, the “Subordinated Notes” (as such term is defined in the Receivables Sale
Agreements), the Intercreditor Agreement and all other instruments, documents and agreements
executed and delivered in connection herewith.




          “UCC” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Warranty Accrual” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Warranty Plans” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Warranty Reserve” has the meaning specified in the First Lien Receivables Purchase Agreement.




          “Weekly Report” means a report in form reasonably acceptable to the SLOT Agent (appropriately
completed), furnished by the Servicer to the SLOT Agent pursuant to Section 8.5.




          “Weekly Update Date” means the second Business Day following the last day of each week.




          “Wells Fargo” has the meaning set forth in the preamble to this Agreement.




          “Yield” means for each Accrual Period, an amount equal to the product of the applicable
Discount Rate for each SLOT Interest multiplied by the SLOT Capital of such SLOT Interest for each
day elapsed during such Accrual Period, annualized on a 360 day basis in the case of LMIR and on a
365 (or, when appropriate, 366) day basis in the case of the Alternate Base Rate.




          All accounting terms not specifically defined herein shall be construed in accordance with
GAAP. All terms used in Article 9 of the UCC in the State of Illinois, and not specifically
defined herein, are used herein as defined in such Article 9.






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EXHIBIT II




FORM OF PURCHASE NOTICE




[Date]




Wells Fargo Bank, N.A.,

as SLOT Agent

[Address]

[Attention]




          Re: SLOT PURCHASE NOTICE



Ladies and Gentlemen:




          Reference is hereby made to the SLOT Receivables Purchase Agreement, dated as of March 26,
2010, by and among Tenneco Automotive RSA Company, a Delaware corporation (the “Seller”), Tenneco
Automotive Operating Company, as Servicer, and Wells Fargo Bank, N.A., individually and as SLOT
Agent (the “SLOT Agreement”). Capitalized terms used herein shall have the meanings assigned to
such terms in the SLOT Agreement.




          The SLOT Agent is hereby notified of the following Incremental SLOT Purchase:




	 	 	 	 	 
	SLOT Purchase Price:

	$ 	 
	 	 
	 
	 	 	 	 
	Date of Purchase:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Discount Rate:

	 	LMIR (unless unavailable)	 	 






          Please credit the SLOT Purchase Price in immediately available funds to:



[Account Name]

[Account No.]

[Bank Name & Address]

[ABA #]

Reference:

Telephone advice to: [Name] @ tel. no. (                    )




          In connection with the Incremental SLOT Purchase to be made on the above listed “Date of
Purchase” (the “Purchase Date”), the Seller hereby certifies that the following statements are true
on the date hereof, and will be true on the Purchase Date (before and after giving effect to the
proposed Incremental SLOT Purchase):




               (i) the representations and warranties of the Seller set forth in Section 5.1 of the SLOT
Agreement are true and correct on and as of the Purchase Date as though made on and as of such
date;



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               (ii) no event has occurred and is continuing, or would result from the proposed Incremental
SLOT Purchase, that will constitute an Amortization Event or a Potential Amortization Event;



               (iii) the Facility Termination Date has not occurred, the Aggregate SLOT Capital does not
exceed the SLOT Purchase Limit and the aggregate SLOT Interests do not exceed 100%; and



               (iv) the amount of Aggregate SLOT Capital is $                     after giving effect to the Incremental
SLOT Purchase to be made on the Purchase Date.



	 	 	 	 	 
	 	Very truly yours,



TENNECO AUTOMOTIVE RSA COMPANY, 

a Delaware
corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT III




PLACES OF BUSINESS OF THE SELLER PARTIES; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION

NUMBER(S)




Places of Business and Locations of Records:





	 	A.	 	Tenneco Operating:




Chief Executive Office

500 North Field Drive

Lake Forest, IL 60045



Other Place of Business

1 International Drive

Monroe, Michigan 48161





	 	B.	 	Seller:




Chief Executive Office

500 North Field Drive

Lake Forest, IL 60045



Federal Employer Identification Number:




	 	 	 	 	 	 	 
	 

	 	A.
	 	Tenneco Operating:
	 	74-1933558
	 

	 	B.
	 	Seller:
	 	76-0589054





Prior Legal Names (in past 5 years):




	 	 	 	 	 	 	 
	 

	 	A.
	 	Tenneco Operating:
	 	n/a
	 

	 	B.
	 	Seller:
	 	n/a





Trade and Assumed Names:




	 	 	 	 	 	 	 
	 

	 	A.
	 	Tenneco Operating:
	 	EZ Ride or any variation thereof
	 

	 	 	 	 	 	MAECO or any variation thereof
	 

	 	 	 	 	 	Monroe or any variation thereof
	 

	 	 	 	 	 	Walker or any variation thereof
	 

	 	 	 	 	 	Precision Modular Assembly
	 

	 	 	 	 	 	Rancho Ind or any variation thereof
	 

	 	 	 	 	 	Regal Ride or any variation thereof
	 

	 	 	 	 	 	Tenneco or any variation thereof
	 

	 	 	 	 	 	NAPA Shocks
	 

	 	 	 	 	 	DeKoven any variation thereof
	 

	 	 	 	 	 	Tennessee Gas Pipeline
	 

	 	 	 	 	 	Dyno Max
	 

	 	 	 	 	 	NAPA Mufflers






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	 	 	 	 	 	NAS-Walker Manufacturing
	 

	 	 	 	 	 	National Account Sales
	 

	 	 	 	 	 	Performance Industries Inc.
	 

	 	 	 	 	 	Perfection and any variation thereof
	 

	 	 	 	 	 	Thrush and any variation thereof
	 

	 	B.
	 	Seller:
	 	n/a







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EXHIBIT IV




NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS




[Intentionally Omitted]


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EXHIBIT V




FORM OF COMPLIANCE CERTIFICATE



Wells Fargo Bank, N.A., as SLOT Agent



          Reference is hereby made to the SLOT Receivables Purchase Agreement, dated as of March 26,
2010, by and among Tenneco Automotive RSA Company, a Delaware corporation (the “Seller”), Tenneco
Automotive Operating Company, as Servicer, and Wells Fargo Bank, N.A., individually and as SLOT
Agent (the “SLOT Agreement"). Capitalized terms used herein shall have the meanings assigned to
such terms in the Agreement.


          THE UNDERSIGNED HEREBY CERTIFIES THAT:


          1. I am the duly elected                                          of Seller.


          1. I have reviewed the terms of the SLOT Agreement and I have made, or have caused to be made
under my supervision, a detailed review of the transactions and conditions of Seller and its
Subsidiaries during the accounting period covered by the attached financial statements.


          2. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes an Amortization Event or Potential
Amortization Event, as each such term is defined under the SLOT Agreement, during or at the end of
the accounting period covered by the attached financial statements or as of the date of this
Certificate[, except as set forth in paragraph 5 below.]


          3. Schedule I attached hereto sets forth financial data and computations evidencing the
compliance with certain covenants of the SLOT Agreement, all of which data and computations are
true, complete and correct.


          [5. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the action which
Seller has taken, is taking, or proposes to take with respect to each such condition or event:]


          The foregoing certifications, together with the computations set forth in Schedule I hereto and
the financial statements delivered with this Certificate in support hereof, are made and delivered
this ___ day of                      , 20___. 



By:                                               
                                 




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SCHEDULE I TO COMPLIANCE CERTIFICATE



          A. Schedule of Compliance as of                     , ___with Section 9.1(f) of the Agreement. Unless
otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.


          This schedule relates to the month ended:                                             
                



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SCHEDULE A




COMMITMENTS



	 	 	 
	slot Purchaser	 	Commitment
	Wells Fargo Bank, N.A.
	 	$40,000,000






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SCHEDULE B




DOCUMENTS TO BE DELIVERED TO THE SLOT AGENT



ON OR PRIOR TO THE EFFECTIVENESS OF THE SLOT RECEIVABLES PURCHASE AGREEMENT




	1)	 	Omnibus Amendment No. 4 to Receivables Sale Agreements, dated as of March 26, 2010 among
Tenneco Automotive Operating Company Inc. (“Tenneco Operating"), The Pullman Company (
“Pullman” ) and Tenneco Automotive RSA Company, as seller (“TARC”).
	 
	2)	 	SLOT Receivables Purchase Agreement, dated as of March 26, 2010 among TARC, as seller,
Tenneco Operating, as servicer and Wells Fargo Bank, N.A., individually and as SLOT Agent.
	 
	3)	 	Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010 (the
“Purchase Agreement"), TARC, Tenneco Operating, as servicer, Falcon Asset Securitization
Company LLC, Liberty Street Funding LLC, the Committed Purchasers party thereto, The Bank of
Nova Scotia, New York Agency, as Liberty Street Agent, Wells Fargo Bank, N.A., as Wells Fargo
Agent and JPMorgan Chase Bank, N.A., as Falcon Agent and Administrative Agent.
	 
	4)	 	Intercreditor Agreement, dated as of March 26, 2010 among TARC, Tenneco Operating, JPMorgan
Chase Bank, N.A. and Wells Fargo Bank, N.A.
	 
	5)	 	Tenth Amended and Restated Fee Letter, dated as of March 26, 2010, among the Agents and TARC.
	 
	6)	 	Fee Letter, dated as of March 26, 2010, among Wells Fargo Bank, N.A., individually and as
SLOT Agent and TARC.
	 
	7)	 	Fourth Amended and Restated Performance Undertaking by Tenneco Inc. in favor of the Seller,
dated as of March 26, 2010.
	 
	8)	 	Certificate of a Secretary or Assistant Secretary of TARC certifying as to (i) an attached
copy of resolutions adopted by the board of directors of TARC approving the delivery and
performance of the documents described in items 1, 2, 3, 4 and 5 above, (ii) an attached copy
of TARC’s Articles of Incorporation, (iii) an attached copy of TARC’s By-Laws, (iv) attached
recent certificates of good standing from the Secretaries of State of the States of Illinois
and Delaware regarding TARC and (v) the names, title and specimen signatures of TARC’s
officers authorized to execute and deliver the documents described in items 1, 2, 3, 4 and 5
above.
	 
	9)	 	Certificate of a Secretary or Assistant Secretary of Tenneco Operating certifying as to (i)
an attached copy of resolutions adopted by the board of directors of Tenneco Operating
approving the delivery and performance of documents described in items 1, 2, 3, 4 and 5 above,
(ii) an attached copy of Tenneco Operating’s Articles of Incorporation, (iii) an attached copy
of Tenneco Operating’s By-Laws, (iv) attached recent certificates of good





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	 	 	standing from the Secretaries of State of the States of Illinois and Delaware regarding Tenneco
Operating and (v) the names, title and specimen signatures of Tenneco Operating’s officers
authorized to execute and deliver the documents described in items 1, 2, 3, 4 and 5 above.
	 
	10)	 	Certificate of a Secretary or Assistant Secretary of Pullman certifying as to (i) an attached
copy of resolutions adopted by the board of directors of Pullman approving the delivery and
performance of the document described in item 1 above, (ii) an attached copy of Pullman’s
Articles of Incorporation, (iii) an attached copy of Pullman’s By-Laws, (iv) attached recent
certificates of good standing from the Secretaries of State of the States of Illinois and
Delaware regarding Pullman and (v) the names, title and specimen signatures of Pullman’s
officers authorized to execute and deliver the document described in item 1 above.
	 
	11)	 	Certificate of a Secretary or Assistant Secretary of Tenneco Inc. certifying as to (i) an
attached copy of resolutions adopted by the board of directors of Tenneco Inc. approving the
delivery and performance of the Fourth Amended and Restated Performance Undertaking, (ii) an
attached copy of Tenneco Inc.’s Articles of Incorporation, (iii) an attached copy of Tenneco
Inc.’s By-Laws, (iv) attached recent certificates of good standing from the Secretary of State
of the State of Delaware regarding Tenneco Inc. and (v) the names, title and specimen
signatures of Tenneco Inc.’s officers authorized to execute and deliver the Fourth Amended and
Restated Performance Undertaking.
	 
	12)	 	Officer’s Certificate of TARC certifying as of March 26, 2010 (i) that no Amortization Event
or Potential Amortization Event has occurred and is continuing under the SLOT Receivables
Purchase Agreement, (ii) the accuracy of all representations and warranties made by TARC under
the SLOT Receivables Purchase Agreement and (iii) that no Termination Event has occurred and
is continuing under the Receivable Sale Agreement.
	 
	13)	 	Officer’s Certificate of Servicer certifying as of March 26, 2010 (i) that no Amortization
Event or Potential Amortization Event has occurred and is continuing under the SLOT
Receivables Purchase Agreement, (ii) the accuracy of all representations and warranties made
by Servicer under the SLOT Receivables Purchase Agreement and (iii) that no Termination Event
has occurred and is continuing under the Receivable Sale Agreement.
	 
	14)	 	Certificate of Pullman certifying as of March 26, 2010 (i) that no Termination Event has
occurred and is continuing under the Pullman Sale Agreement and (ii) the accuracy of all
representations and warranties made by Pullman under the Pullman Sale Agreement.
	 
	15)	 	UCC, federal and state tax lien, and pending suit and judgment searches against TARC.
	 
	16)	 	Opinion of Mayer Brown regarding enforceability and certain UCC matters, as applicable, with
respect to the documents described in items 1, 2, 4, 5, and 6 above.
	 
	17)	 	Opinion of in-house counsel regarding certain corporate matters.
	 
	18)	 	Reliance Letters of Mayer Brown regarding corporate, UCC and bankruptcy matters with respect
to the Receivable Sale Agreements listed above.




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	19)	 	Monthly Report as of February 28, 2010.






63