exv10w3






Exhibit 10.3




RECEIVABLES SALE AGREEMENT




dated as of October 31, 2000



BETWEEN



TENNECO AUTOMOTIVE OPERATING COMPANY INC.,

as Seller,



AND



TENNECO AUTOMOTIVE RSA COMPANY,

as Buyer




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I. PURCHASE
	 	 	2	 
	 
	 	 	 	 
	Section 1.1 [Reserved]
	 	 	2	 
	Section 1.2 Purchase of Receivables
	 	 	2	 
	Section 1.3 Payment for the Purchases
	 	 	3	 
	Section 1.4 Deemed Collections
	 	 	4	 
	Section 1.5 Payments and Computations, Etc
	 	 	5	 
	Section 1.6 Transfer of Records
	 	 	5	 
	Section 1.7 Characterization
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II. REPRESENTATIONS AND WARRANTIES
	 	 	6	 
	 
	 	 	 	 
	Section 2.1  Representations and Warranties of Seller
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III. CONDITIONS OF PURCHASES
	 	 	10	 
	 
	 	 	 	 
	Section 3.1 Conditions Precedent to Purchases
	 	 	10	 
	Section 3.2 Conditions Precedent to Subsequent Payments
	 	 	10	 
	 
	 	 	 	 
	ARTICLE IV. COVENANTS
	 	 	10	 
	 
	 	 	 	 
	Section 4.1 Affirmative Covenants of Seller
	 	 	10	 
	Section 4.2 Negative Covenants of Seller
	 	 	14	 
	 
	 	 	 	 
	ARTICLE V. TERMINATION EVENTS
	 	 	16	 
	 
	 	 	 	 
	Section 5.1 Termination Events
	 	 	16	 
	Section 5.2 Remedies
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VI. INDEMNIFICATION
	 	 	17	 
	 
	 	 	 	 
	Section 6.1 Indemnities by Seller
	 	 	17	 
	Section 6.2 Other Costs and Expenses
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VII. MISCELLANEOUS
	 	 	19	 
	 
	 	 	 	 
	Section 7.1 Waivers and Amendments
	 	 	19	 
	Section 7.2 Notices
	 	 	20	 
	Section 7.3 Protection of Ownership Interests of Buyer
	 	 	20	 
	Section 7.4 Confidentiality
	 	 	21	 
	Section 7.5 Bankruptcy Petitions
	 	 	21	 
	Section 7.6 Limitation of Liability
	 	 	22	 
	Section 7.7 CHOICE OF LAW
	 	 	22	 
	Section 7.8 CONSENT TO JURISDICTION
	 	 	22	 
	Section 7.9 WAIVER OF JURY TRIAL
	 	 	22	 
	Section 7.10 Integration; Binding Effect; Survival of Terms
	 	 	23	 
	Section  7.11 Counterparts; Severability; Section References
	 	 	23	 






EXHIBITS




	 	 	 	 
		Exhibit I

	 	Definitions
		Exhibit II

	 	Places of Business; Locations of Records; Federal Employer Identification Number(s); Other Names
		Exhibit III

	 	Lock-Boxes; Collection Accounts; Collection Banks
		Exhibit IV

	 	[Form of] Compliance Certificate
		Exhibit V

	 	Credit and Collection Policy
		Exhibit VI

	 	Form of Subordinated Note






 









 





RECEIVABLES SALE AGREEMENT




          THIS RECEIVABLES SALE AGREEMENT, dated as of October 31, 2000, is by and between TENNECO AUTOMOTIVE
OPERATING COMPANY INC., a Delaware corporation (the “Seller”), and TENNECO AUTOMOTIVE RSA COMPANY,
a Delaware corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this
Agreement shall have the meanings assigned to such terms in Exhibit I hereto or, if not defined
therein, in Exhibit I to the Receivables Purchase Agreement.




PRELIMINARY STATEMENTS





     Seller now owns, and from time to time hereafter will own, Receivables. Seller wishes to sell and
assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller’s right, title and
interest in and to such Receivables, together with the Related Security and Collections with
respect thereto.




     Seller and Buyer intend the transactions contemplated hereby to be true sales or other outright
assignments of Receivables from Seller to Buyer, providing Buyer with the full benefits of
ownership of such Receivables, and neither Seller nor Buyer intends these transactions to be, or
for any purpose to be characterized as, loans from Buyer to Seller.




     Following the purchase of Receivables from Seller, Buyer will sell undivided interests therein and
in the associated Related Security and Collections pursuant to that certain Receivables Purchase
Agreement dated as of October 31, 2000 (as the same may from time to time hereafter be amended,
supplemented, restated or otherwise modified, the “Receivables Purchase Agreement”) among Buyer,
Seller, as Servicer, Jupiter Securitization Corporation
(“Conduit”), the financial institutions
from time to time party thereto as “Financial Institutions” and Bank One, NA or any successor agent
appointed pursuant to the terms of the Receivables Purchase Agreement, as agent for Conduit and
such Financial Institutions (in such capacity, the “Agent”).



AGREEMENT




          NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein
contained and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:






 









 








ARTICLE I.

PURCHASE




          Section 1.1 [Reserved].




          Section 1.2 Purchase of Receivables.




          (a) Effective on the Purchase Date, in consideration for the Purchase Price and upon the terms and
subject to the conditions set forth herein, Seller does hereby sell, assign, transfer, set-over and
otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and
Buyer does hereby purchase and acquire from Seller, all of Seller’s right, title and interest in
and to all Receivables existing as of the Initial Cutoff Date and all such thereafter arising
through and including the Purchase Termination Date, together, in each case, with all Related
Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase
Price for the Receivables in accordance with Section 1.3. In connection with each payment of the
Purchase Price for any Receivable, Buyer may request that Seller deliver, and Seller shall deliver,
such approvals, opinions, information, reports or documents as Buyer may reasonably request.




          (b) It is the intention of the parties hereto that the sale of the Receivables made hereunder shall
constitute a true sale thereof, which sale is absolute and irrevocable and provides Buyer with the
full benefits of ownership of the Receivables. Except for the Deemed Collections owed pursuant to
Section 1.4, the sale of Receivables hereunder is made without recourse to Seller; provided,
however, that (i) Seller shall be liable to Buyer for all representations, warranties, covenants
and indemnities made by Seller pursuant to the terms of the Transaction Documents to which Seller
is a party, and (ii) such sale does not constitute and is not intended to result in an assumption
by Buyer or any assignee thereof of any obligation of Seller or any other Person arising in
connection with the Receivables, the related Contracts and/or other Related Security or any other
obligations of Seller. In view of the intention of the parties hereto that the sale of Receivables
made hereunder shall constitute a sale of such Receivables rather than a loan secured thereby,
Seller agrees that it will, on or prior to the Purchase Date and in accordance with Section 4.1
(e)(ii), mark its master data processing records relating to the Receivables with a legend
acceptable to Buyer and to the Agent (as Buyer’s assignee), evidencing that Buyer has purchased or
otherwise acquired such Receivables as provided in this Agreement and to note in its financial
statements that Seller’s Receivables have been sold or otherwise conveyed outright to Buyer. Upon
the request of Buyer or the Agent (as Buyer’s assignee), Seller will execute and file such
financing or continuation statements, or amendments thereto or assignments thereof, and such other
instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection
of Buyer’s ownership interest in the Receivables and the Collections with respect thereto, or as
Buyer or the Agent (as Buyer’s assignee) may reasonably request.







2









 








          Section 1.3 Payment for the Purchase.




          (a) The Purchase Price for the Purchase of Receivables and in existence as of the Initial Cutoff
Date shall be payable in full by Buyer to Seller on the date hereof; and shall be paid to Seller in
the following manner:





     (i) by delivery of immediately available funds, to the extent of funds made available to Buyer in
connection with its sale of an interest in such Receivables to the Agent for the benefit of the
Purchasers under the Receivables Purchase Agreement or other cash on hand; and




     (ii) the balance, by delivery of the proceeds of a subordinated revolving loan from Seller to Buyer
(a “Subordinated Loan ”) in an amount not to exceed the lesser of (A) the remaining unpaid portion
of such Purchase Price, and (B) the maximum Subordinated Loan that could be borrowed without
rendering Buyer’s Net Worth less than the Required Capital Amount. Seller is hereby authorized by
Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation
evidencing the date and amount of each advance thereunder, as well as the date of each payment with
respect thereto, provided that the failure to make such notation shall not affect any obligation of
Buyer thereunder.



          (b) With respect to each Receivable arising on and after the Initial Cutoff Date, the Purchase
Price for each such Receivable shall be due and owing in full by Buyer to Seller or its designee on
the date such Receivable is acquired (except that Buyer may, with respect to any such Purchase
Price, offset against such Purchase Price any amounts owed by Seller to Buyer hereunder and which
have become due but remain unpaid) and shall be paid to Seller on the next occurring Weekly
Settlement Date, in accordance with Section 1.3(e) and in the following manner:





     first, by delivery of immediately available funds, to the extent of funds available to Buyer from
its subsequent sale of an interest in the Receivables to the Agent for the benefit of the
Purchasers under the Receivables Purchase Agreement or other cash on hand;




     second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such
Subordinated Loan shall be subject to the provisions set forth in Section l.3(a)(ii); and




     third, unless Buyer or Seller has declared the Purchase Termination Date to have occurred in
accordance with this Agreement, by Buyer’s acceptance of a contribution to its capital in an amount
equal to the remaining unpaid balance of such Purchase Price.



          (c) Subject to the limitations set forth in Section 1 .3(a)(ii), Seller irrevocably agrees to
advance each Subordinated Loan requested by Buyer on or prior to the Purchase Termination Date. The
Subordinated Loans owing to Seller shall be evidenced by, and shall be payable in accordance with
the terms and provisions of its Subordinated Note and shall be payable solely from funds which
Buyer is not required under the Receivables Purchase






3









 







Agreement to set aside for the benefit of, or otherwise pay over to, the Agent for the benefit of
the Purchasers.




          (d) From and after the Purchase Termination Date, (i) Seller shall not be obligated to (but may, at
its option) sell Receivables to Buyer and (ii) Seller shall not be obligated to (but may, at its
option) contribute Receivables to Buyer’s capital pursuant to clause third of Section 1.3(b).




          (e) Although the Purchase Price for Receivables arising on or after the Initial Cutoff Date shall
be due and payable in full by Buyer to Seller on the date such Receivable arises, settlement of the
Purchase Price between Buyer and Seller shall be effected on a weekly basis on Weekly Settlement
Dates with respect to all Receivables acquired during the same week and based on the information
contained in the Weekly Report delivered by the Servicer pursuant to Article VIII of the
Receivables Purchase Agreement for the week then most recently ended. Although settlement shall be
effected on Weekly Settlement Dates, increases or decreases in the amount owing to Seller under the
Subordinated Note made pursuant to Section 1.3(b) and any contribution of capital by Seller to
Buyer made pursuant to Section 1.3(b) shall be deemed to have occurred and shall be effective as of
the last Business Day of the week preceding such Weekly Settlement Date.




          Section 1.4 Deemed Collections.




          (a) If on any day:




          (i) the Outstanding Balance of a Receivable is:





     (A) reduced as a result of any defective or rejected or returned goods or services, any discount or
any negative adjustment or otherwise by Seller (other than as a result of such Receivable becoming
a Charged-Off Receivable or to reflect cash Collections on account of the Receivables),




     (B) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such
claim arises out of the same or a related transaction or an unrelated transaction), or




     (ii)
any of Seller’s representations and warranties set forth in
Sections 2.1(h), (i), (j), (l),
(q), (r), (s), (t), the second and third sentences of Section 2.1(p) hereof and the last clause
(relating to bulk sales laws) of Section 2.1(c) hereof are not true when made or deemed made with
respect to any Receivable,


then, in such event, Seller shall be deemed to have received a Collection of such Receivable equal
to (x) in the case of a reduction pursuant to Section 1.4(a)(i)(A) or (B), the amount of such
reduction, and (y) in the case of a cancellation pursuant to Section 1.4(a)(i)(B) or a
misrepresentation described in Section 1.4(a)(ii), the Outstanding Balance of such Receivable
(calculated before giving effect to the applicable cancellation, if applicable) (each Collection
deemed to have been received pursuant hereto, a “Deemed Collection”).




4









 





          (b) If Seller is deemed to have received a Deemed Collection pursuant to Section 1.4(a), Seller
will pay the amount of the Deemed Collection to Buyer in cash not later than the next Weekly
Settlement Date after such deemed receipt.




          Section 1.5
Payments and Computations, Etc. All amounts to be paid or deposited by Buyer
hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in
immediately available funds to the account of Seller designated from time to time by Seller or as
otherwise directed by Seller. In the event that any payment owed by any Person hereunder becomes
due on a day that is not a Business Day, then such payment shall be made on the next succeeding
Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay,
on demand, the Default Fee in respect thereof until paid in full; provided, however, that such
Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All
computations of the Default Fee payable hereunder shall be made on the basis of a year of 360 days
for the actual number of days (including the first but excluding the last day) elapsed.




          Section 1.6 Transfer of Records.




          (a) In connection with the Purchase of Receivables hereunder, Seller hereby sells, transfers,
assigns and otherwise conveys to Buyer all of Seller’s right and title to, and interest in, the
Records relating to all such Receivables, without the need for any further documentation in
connection with their conveyance or Purchase. In connection with such transfer, Seller hereby
grants to each of Buyer, the Agent and the Servicer an irrevocable, non- exclusive license to use,
without royalty or payment of any kind, all software used by Seller to account for the Receivables,
to the extent necessary to administer the Receivables, whether such software is owned by Seller or
is owned by others and used by Seller under license agreements with respect thereto, provided that
should the consent of any licensor of Seller to such grant of the license described herein be
required, Seller hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee),
Seller will use its reasonable efforts to obtain the consent of such third-party licensor. Each of
the licenses granted hereby shall be irrevocable, and shall terminate on the date this Agreement
terminates in accordance with its terms.




          (b) Seller (i) shall take such action reasonably requested by Buyer and/or the Agent (as Buyer’s
assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer
and its assigns under the Receivables Purchase Agreement have an enforceable ownership interest in
the Records relating to the Receivables purchased from or contributed by Seller hereunder, and (ii)
shall use its reasonable efforts to ensure that Buyer, the Agent and the Servicer each has an
enforceable right (whether by license or sublicense or otherwise) to use all of the computer
software used to account for the Receivables and/or to recreate such Records.




          Section 1.7 Characterization. If, notwithstanding the intention of the parties expressed in
Section 1.2(b), the sale or contribution by Seller to Buyer of Receivables hereunder shall be
characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or
unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC
and other applicable law. For this purpose and without being in derogation of the parties’
intention that the conveyances of Receivables hereunder
shall constitute true sales or other outright assignments thereof, Seller hereby grants to Buyer a
duly






5









 







perfected security interest in all of Seller’s right, title and interest in, to and under all
Receivables that are now existing and hereafter arising, all Collections and Related Security with
respect thereto, each Lock-Box and Collection Account, and all other rights and payments relating
to such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of
a loan deemed to have been made by Seller to Buyer in an amount equal to the Purchase Price of the
Receivables, together with all other obligations of Seller hereunder, which security interest shall
be prior to all other Adverse Claims thereto.




ARTICLE II.

REPRESENTATIONS AND WARRANTIES




          Section 2.1 Representations and Warranties of Seller. Seller hereby represents and warrants
to Buyer on the Purchase Date and on each date that any Receivable is originated that:




          (a) Corporate Existence and Power. Seller is a corporation duly organized solely under the
laws of Delaware and no other state or jurisdiction, and as to which Delaware must maintain a
public record showing the corporation to have been incorporated. Seller is validly existing and in
good standing under the laws of Delaware and 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 Seller of this Agreement and each other Transaction Document to which it is a party,
and the performance of its obligations hereunder and thereunder and Seller’s use of the proceeds of
the Purchase made from it 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 Seller is a party have been duly executed and delivered by Seller.




          (c) No Conflict. The execution and delivery by Seller 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
(or equivalent organizational documents), (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 Seller 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






6









 







and delivery by Seller 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
Seller’s knowledge, threatened, against or affecting Seller, 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 Seller is a
party constitute the legal, valid and binding obligations of Seller enforceable against Seller in
accordance with their respective 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).




          (g) Accuracy of Information. All information heretofore furnished by Seller or any of its
Affiliates to Buyer (or its assigns) 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 Seller or any of its Affiliates on behalf of Seller to Buyer (or
its assigns) 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, when taken as
a whole, not misleading.




          (h) Use of Proceeds. No proceeds of the Purchase from Seller hereunder will be used by
Seller (i) for a purpose that violates, or would be inconsistent with, any law, rule or regulation
applicable to Seller or (ii) to acquire any security in any transaction which is subject to Section
12, 13 or 14 of the Securities Exchange Act of 1934, as amended.




          (i) Good Title. Immediately prior to the Purchase hereunder and upon creation of each
Receivable after the Initial Cutoff Date, Seller (i) is the legal and beneficial owner of such
Receivables and (ii) is the legal and beneficial owner of the Related Security with respect thereto
or possesses a valid and perfected security therein, in each case, free and clear of any Adverse
Claim, except as created by the Transaction Documents. 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 and
its Collections.




          (j) Perfection. The name in which Seller has executed this Agreement is identical to the
name of Seller as indicated on the public record of the State of Delaware which shows Seller to
have been organized. This Agreement, together with the filing of the financing statements
contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from Seller) (i)
legal and equitable title to, with the right to sell and encumber each Receivable that is existing
and hereafter arising, together with the Collections with respect thereto and (ii) all of Seller’s
right, title and interest in the Related Security associated with each such Receivable, in each
case, free and clear of any Adverse Claim,
except as created by the Transactions Documents. There have been duly filed all financing
statements or other similar instruments or






7









 








documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to
perfect Buyer’s ownership interest in the Receivables and the Collections and the Related Security.
The State of Delaware 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 Seller, as well as the offices where it keeps all of its Records, are located
at the address(es) listed on Exhibit II or such other locations of which Buyer has been notified in
accordance with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has
been taken and completed. Seller’s Federal Employer Identification Number is correctly set forth on
Exhibit II.




          (1) Collections. The conditions and requirements set forth in Section 4.1(i) have at all
times been satisfied and duly performed. The names and addresses of all Collection Banks, together
with the bank name, jurisdiction of organization and 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 III. Seller has not granted any Person, other than Buyer (and its assigns) 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. Since March 31, 2000, no event has occurred that would have a
Material Adverse Effect.




          (n) Names. 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 as set forth in
Exhibit II hereto.




          (o) Not a Holding Company or an Investment Company. Seller is not a “holding company” or a
“subsidiary holding company” of a “holding company” within the meaning of the Public Utility
Holding Company Act of 1935, as amended, or any successor statute. Seller is not an “investment
company” within the meaning of the Investment Company Act of 1940, as amended, or any successor
statute.






8









 








          (p) Compliance with Law. Seller 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. No Receivable or any Contract related thereto contravenes 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 any 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.




          (q) Compliance with Credit and Collection Policy. Seller has complied in all respects with
the Credit and Collection Policy with regard to each Receivable and the related Contract, and has
not made any material change to such Credit and Collection Policy, except such material change as
to which Buyer has been notified in accordance with Section 4.1(a)(vii).




          (r) Payments to Seller. With respect to each Receivable transferred by Seller to Buyer
hereunder, the Purchase Price received by Seller constitutes reasonably equivalent value in
consideration therefor and such transfer was not made for or on account of an antecedent debt. No
transfer by Seller of any Receivable hereunder is or may be voidable under any section of the
Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.




          (s) 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 Finance Charges 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).




          (t) Eligible Receivables. Each Receivable included at any time in the Net Receivables
Balance as an Eligible Receivable was, on the later to occur of the date of the Purchase and the
date such Receivable was originated, an Eligible Receivable on such date.




          (u) Accounting. The manner in which Seller accounts for the transactions contemplated by
this Agreement does not jeopardize the characterization of the transactions contemplated herein as
being true sales.






9









 








ARTICLE III.

CONDITIONS OF PURCHASES




          Section 3.1 Conditions Precedent to Purchases. Each Purchase under this Agreement is
subject to the conditions precedent that (i) Buyer shall have Net Worth greater than or equal to
the Required Capital Amount, and (ii) all of the conditions to the initial purchase under the
Receivables Purchase Agreement shall have been satisfied or waived in accordance with the terms
thereof.




          Section 3.2 Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for
Receivables originated by Seller on and after the Initial Cutoff Date shall be subject to the
further conditions precedent that: (a) the Facility Termination Date shall not have occurred; (b)
Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may
reasonably request; and (c) on the date such Receivable was originated by Seller, the following
statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall
be deemed a representation and warranty by Seller that such statements are then true):





     (i) the representations and warranties of Seller set forth in Article II are true and correct on
and as of the date such Receivable was originated by Seller as though made on and as of such date;
and




     (ii) no event has occurred and is continuing that will constitute a Termination Event or a
Potential Termination Event.


Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any
Receivable (whether by payment of cash, through an increase in the amounts outstanding under the
Subordinated Note, if applicable, by offset of amounts owed to Buyer and or by acceptance of
capital contributions, if applicable), title to such Receivable and the Related Security and
Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to
Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of Seller to
satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to
rescind the related purchase and direct Seller to pay to Buyer an amount equal to the Purchase
Price payment that shall have been made with respect to any Receivables that are related thereto.




ARTICLE IV.

COVENANTS




          Section 4.1 Affirmative Covenants of Seller. Until the date on which this Agreement
terminates in accordance with its terms, Seller hereby covenants as set forth below:




          (a) Financial Reporting. Seller will maintain, for itself and each of its Subsidiaries, a
system of accounting established and administered in accordance with generally accepted accounting
principles, and furnish to Buyer (or its assigns):




          (i) Annual Reporting. 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






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balance sheet of Performance Guarantor and its consolidated Subsidiaries as at the 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 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 Arthur
Andersen LLP or other independent public accountants of nationally recognized standing.




          (ii) Quarterly Reporting. 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.




          (iii) Compliance Certificate. Together with the documents required to be delivered pursuant
to clauses (i) and (ii) above, compliance certificates in substantially the form of Exhibit IV
signed by an Authorized Officer of Seller.




          (iv) Shareholders Statements and Reprts. Promptly upon the furnishing thereof to the
shareholders of Seller or of Performance Guarantor, copies of all financial statements, reports and
proxy statements so furnished.




          (v) SEC 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) Chanige 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 proposed
change or amendment and (B) if such proposed change or amendment would be reasonably likely to
adversely affect the collectibility of the Receivables, requesting Buyer’s (and the Agent’s, as
Buyer’s assignee) consent thereto.




          (vii) 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 Seller as Buyer (or its assigns) may from time to time reasonably request in
order to protect the interests of Buyer (and its assigns) under or as contemplated by this
Agreement.






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          (b) Notices. Seller will notify the Buyer (or its assigns) in writing of any of the
following promptly upon learning of the occurrence thereof, describing the same and, if applicable,
the steps being taken with respect thereto:




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




          (ii) Judgment and Proceedings. The entry of any judgment or decree against Seller or any of
its Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against
Seller and its Subsidiaries exceeds $75,000,000, or the institution of any litigation, arbitration
proceeding or governmental proceeding against Seller which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.




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




          (v) Downgrade of Performance Guarantor. Any downgrade in the rating of any Indebtedness of
Performance Guarantor by Standard and Poor’s Ratings Services or by Moody’s Investors Service,
Inc., setting forth the Indebtedness affected and the nature of such change.




          (c) Compliance with Laws and Preservation of Corporate Existence. Seller 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. Seller 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, except where the failure to so preserve and maintain or qualify could
not reasonably be expected to have a Material Adverse Effect.




          (d) Audits. Seller will furnish to Buyer (or its assigns) from time to time such
information with respect to it and the Receivables as Buyer (or its assigns) may reasonably
request. Seller will, from time to time during regular business hours as requested by Buyer (or its
assigns), upon reasonable notice and at the sole cost of Seller, permit Buyer (or its assigns) or
their respective agents or representatives: (i) to examine and make copies of and abstracts from
all Records in the possession or under the control of Seller relating to the Receivables and the
Related Security, including, without limitation, the related Contracts, and (ii) to visit the
offices and properties of Seller for the purpose of examining such materials described in clause
(i) above, and to discuss matters relating to Seller’s financial condition or the Receivables and
the Related Security or Seller’s performance under any of the Transaction Documents or Seller’s
performance under the
Contracts and, in each case, with any of the officers or employees of Seller having knowledge of
such matters (the procedures described in the foregoing clauses (i)






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and (ii) are referred to herein as an “Audit”); provided, however, that Audits shall be limited to
not more than two per calendar year so long as (i) no Termination Event has occurred and is
continuing and (ii) the immediately preceding Audit was satisfactory to Buyer (or its assigns) in
all material respects.




          (e) Keeping and Marking of Records and Books.





     (i) Seller 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). Seller will give Buyer (or its
assigns) notice of any material change in the administrative and operating procedures referred to
in the previous sentence.




     (ii) Seller will: (A) on or prior to the Purchase Date, mark its master data processing records and
other books and records relating to the Receivables with a legend, acceptable to Buyer (or its
assigns), describing Buyer’s ownership interests in the Receivables and further describing the
interest of the Agent (on behalf of the Purchasers) under the Receivables Purchase Agreement and
(B) upon the request of Buyer (or its assigns) following the occurrence of a Termination Event, (x)
mark each Contract with a legend describing Buyer’s ownership interest in the Receivables and
further describing the interests of the Agent (on behalf of the Purchasers) and (y) deliver to
Buyer (or its assigns) all Contracts (including, without limitation, all multiple originals of any
such Contract) relating to the Receivables and all instruments, securities and chattel paper now or
hereafter evidencing any of the Receivables), duly endorsed to Buyer.



          (f) Compliance with Contracts and Credit and Collection Policy. Seller will timely and
fully (i) perform and comply with all 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) Ownership. Seller will take all necessary action to establish and maintain, irrevocably
in Buyer: (i) legal and equitable title to the Receivables and the associated Collections and (ii)
all of Seller’s right, title and interest in the Related Security associated with such Receivables,
in each case, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (and
its assigns) (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 Buyer’s interest in such Receivables, Related Security and Collections and
such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer (or its
assigns) may reasonably request.




          (h) Purchasers’ Reliance. Seller acknowledges that the Agent and the Purchasers are
entering into the transactions contemplated by the Receivables Purchase





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Agreement in reliance upon Buyer’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 will take all reasonable steps including, without limitation, all steps that
Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s
identity as a separate legal entity and to make it manifest to third parties that Buyer is an
entity with assets and liabilities distinct from those 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, Seller (i) will not hold itself
out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other
assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that
Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the
Receivables Purchase Agreement and (iii) will cause all tax liabilities arising in connection with
the transactions contemplated herein or otherwise to be allocated between Seller and Buyer on an
arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury
Regulations §§1.1502-33(d) and 1.1552-1.




          (i) Collections. Seller 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 Buyer and its assigns. Seller
will transfer exclusive ownership, dominion and control of each Lock-Box and Collection Account to
Buyer and, will 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 to Buyer
(or its assigns) as contemplated by this Agreement and the Receivables Purchase Agreement. All
Collections from time to time deposited to any Collection Account, shall be held in trust, for the
exclusive benefit of Buyer (and its assigns).




          (j) Taxes. To the extent not handled by Performance Guarantor: (i) Seller will file all tax returns
and reports required by law to be filed by it and 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 for which adequate reserves in accordance
with generally accepted accounting principles shall have been set aside on its books, and (ii)
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 Buyer and its assigns.




          Section 4.2 Negative Covenants of Seller. Until the date on which this Agreement terminates in
accordance with its terms, Seller hereby covenants that:




          (a)
Name Change, Offices and Records. Seller will not change its name, identity or corporate
structure (within the meaning of Section 9-402(7) of any applicable enactment
of the UCC), relocate its chief executive office at any time while the location of its chief
executive office is relevant to perfection of Buyer’s interest in the Receivables or the





14









 







associated Related Security and Collections, or change any office where Records are kept unless it
shall have: (i) given Buyer (or its assigns) at least forty-five (45) days’ prior written notice
thereof and (ii) delivered to Buyer (or its assigns) all financing statements, instruments and
other documents requested by Buyer (or its assigns) in connection with such change or relocation.




          (b) Change in Payment Instructions to Obligors. Seller 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 Buyer (or its assigns) 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 Seller 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. Seller will not make any change to
the Credit and Collection Policy that could adversely affect the collectibility of the Receivables
or decrease the credit quality of any newly created Receivables. Except as otherwise permitted in
its capacity as Servicer or Permitted Sub-Servicer pursuant to Article VIII of the Receivables
Purchase Agreement, Seller 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.




          (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 or any 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 Buyer provided for herein), and Seller will defend the right, title and interest of Buyer
in, to and under any of the foregoing property, against all claims of third parties claiming
through or under Seller. Seller shall not create or suffer to exist any mortgage, pledge, security
interest, encumbrance, lien, charge or other similar arrangement on any of its inventory or the
proceeds thereof.






          (e) Accounting for Purchase. Seller will not, and will not permit any Affiliate to, account for or
treat (whether in financial statements or otherwise) the transactions contemplated hereby in any
manner other than the sale of the Receivables and the Related Security by Seller to Buyer or except
to the extent that such transactions are not recognized on account of consolidated financial
reporting in accordance with generally accepted accounting principles.





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ARTICLE V.

TERMINATION EVENTS




          Section 5.1 Termination Events. The occurrence of any one or more of the following events shall
constitute a Termination Event:




          (a) Seller shall fail (i) to (A) turn over any Collections or Deemed Collection required to be
turned over by it hereunder when due or (B) make any payment required to be made by it hereunder
when due, and (solely in the case of this clause (B) such failure continues for five (5)
consecutive Business Days after Seller has actual knowledge of such failure or through the exercise
of reasonable business diligence, should have known of such failure, 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 such failure shall continue for thirty (30) consecutive days after Seller has
actual knowledge of such failure or through the exercise of reasonable business diligence, should
have known of such failure.




          (b) Any representation, warranty, certification or statement made by Seller 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 respect on or as of the date made or deemed made;




          (c) Seller or any of its Subsidiaries shall (i) default in making any payment of principal of any
Indebtedness (including any Contingent Obligation) on the scheduled or original due date with
respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness
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 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 a Termination 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
outstanding principal amount of which exceeds in the aggregate $50,000,000 for Seller and its
Subsidiaries.




          (d) (i) Seller or any of its 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 Seller or any of its Subsidiaries shall make a general
assignment for the benefit of its creditors; or (ii) there shall be commenced against Seller or any
of its Subsidiaries any case,





16









 







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 Seller
or any of its 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)
Seller or any of its 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) Seller or any of its 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) A Change of Control shall occur.




          (f) One or more judgments or decrees shall be entered against Seller or any of its Subsidiaries
involving in the aggregate for Seller and its 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 judgements or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 30 days from the entry thereof.




          Section 5.2 Remedies. Upon the occurrence of a Termination Event, Buyer may (i) exercise all rights
and remedies provided to a secured creditor after default under the UCC and other applicable law,
which rights and remedies shall be cumulative, and (ii) to the fullest extent permitted by
applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and
owing by Seller to Buyer. The aforementioned rights and remedies shall be without limitation and
shall be in addition to all other rights and remedies of Buyer and its assigns otherwise available
under any other provision of this Agreement, by operation of law, at equity or otherwise, all of
which are hereby expressly preserved.




ARTICLE VI.

INDEMNIFICATION




          Section 6.1 Indemnities by Seller. Without limiting any other rights that Buyer may have hereunder
or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) Buyer and its
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 Buyer or any
such assign) 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 Buyer of an interest in the
Receivables, excluding, however:




          (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;





17









 








          (b) Indemnified Amounts to the extent the same includes losses in respect of such 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 Intended Characterization;



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





     (i) any representation or warranty made by Seller (or any officers of Seller) under or in
connection with this Agreement, any other Transaction Document or any other information or report
delivered by Seller pursuant hereto or thereto for which Buyer has not received a Deemed Collection
that shall have been false or incorrect when made or deemed made;




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




     (iii) any failure of Seller 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 (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 and/or (B) a claim that the sale or
other assignment of all or any part of Seller’s (or any of its assignees’) rights under the related
Contract violates any anti- assignment clause contained therein), 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 any time with other funds;




     (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any
other Transaction Document, the transactions contemplated hereby, the



18









 




use of the proceeds of the Purchase from Seller, the ownership of the Receivables or any other
investigation, litigation or proceeding relating to Seller 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 Termination Event described in Section 5.1(d);




     (x) any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable
title to, and ownership of, the Receivables, the Related Security and the Collections, free and
clear of any Adverse Claim (other than any Adverse Claim permitted hereunder);




     (xi) 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 the Purchase or at any subsequent time;




     (xii) any action or omission by Seller which reduces or impairs the rights of Buyer with respect to
any Receivable or the value of any such Receivable;




     (xiii) any attempt by any Person to void the Purchase from Seller hereunder under statutory
provisions or common law or equitable action; and




     (xiv) any inability of Buyer to review any Contract or to exercise its rights under any Contract or
this Agreement as a result of a confidentiality provision in any such Contract.



          Section 6.2 Other Costs and Expenses. Seller shall: (a) pay to Buyer on demand all costs and
out-of-pocket expenses in connection with the preparation, execution, delivery and administration
of this Agreement, the transactions contemplated hereby and the other documents to be delivered
hereunder, and (b) pay to Buyer on demand any and all costs and expenses of Buyer, if any,
including reasonable counsel fees and expenses 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 a Termination
Event.




ARTICLE VII.

MISCELLANEOUS




          Section 7.1 Waivers and Amendments.. No failure or delay on the part of Buyer (or its assigns) 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





19









 







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 Seller and Buyer and, to the extent required under the Receivables Purchase Agreement,
the Agent and the Financial Institutions or the Required Financial Institutions.




          Section 7.2 Notices. 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
below their respective signatures hereto 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 if given by telecopy, upon the receipt thereof, if
given by mail, three (3) Business Days after the time such communication is deposited in the mail
with first class postage prepaid or if given by any other means, when received at the address
specified in this Section 7.2.




          Section 7.3 Protection of Ownership Interests of Buyer.




          (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 reasonably necessary or desirable, or
that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the
interest of Buyer hereunder and the interests of the Agent, for the benefit of the Purchasers under
the Receivables Purchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce
their rights and remedies hereunder. Subject to Section 14.4(a) of the Receivables Purchase
Agreement, at any time, Buyer (or its assigns) may, at Seller’s sole cost and expense, direct
Seller to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.





     (i) If Seller fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but
shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such
assigns’) costs and expenses incurred in connection therewith shall be payable by Seller as
provided in Section 6.2. Seller irrevocably authorizes Buyer (and its assigns) at any time and from
time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns)
as its attorney(ies)-in-fact, to act on behalf of Seller (i) to execute on behalf of Seller as
debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole
discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the
Receivables and Related Security 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 Buyer (or its assigns) in their sole discretion deem necessary or desirable to
perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables.
This appointment is coupled with an interest and is irrevocable. From and after July 1, 2001: (A)
Seller hereby authorizes Buyer (and the Agent, as Buyer’s assignee) to file financing statements
and other filing or recording documents with



20









 




respect to the Receivables and Related Security (including any amendments thereto, or continuation
or termination statements thereof), without the signature or other authorization of Seller, in such
form and in such offices as the Buyer or any of its assigns reasonably determines appropriate to
perfect or maintain the perfection of the security interest of Buyer and its assigns hereunder, (B)
Seller 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 (as Buyer’s assignee), consenting to the
form and substance of such filing or recording document, and (C) Seller approves, authorizes and
ratifies any filings or recordings made by or on behalf of the Agent (as Buyer’s assignee) in
connection with the perfection of the security interest in favor of Buyer or the Agent (as Buyer’s
assignee).




          Section 7.4 Confidentiality.





          (a) Seller shall maintain and shall cause each of its employees and officers to maintain the
confidentiality of the Receivables Purchase Agreement and the other confidential or proprietary
information with respect to the Agent and Conduit and their respective businesses obtained by it or
them in connection with the structuring, negotiating and execution of the transactions contemplated
herein, except that Seller and its officers and employees may disclose such information to Seller’s
and Performance Guarantor’s external accountants and attorneys and as required by any applicable
law or order of any judicial or administrative proceeding.




          (b) Anything herein to the contrary notwithstanding, Seller hereby consents to the disclosure of
any nonpublic information with respect to it (i) to Buyer, the Agent and the Purchasers, (ii) by
Buyer, the Agent or the Purchasers to any prospective or actual assignee or participant of any of
them; provided that such assignee or participant agrees to be bound by the terms of this Section
7.4 and (iii) by the Agent or Conduit, to any rating agency, Commercial Paper dealer or provider of
a surety, guaranty or credit or liquidity enhancement to Conduit or any entity organized for the
purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the
administrative agent and to any officers, directors, employees, outside accountants and attorneys
of any of the foregoing, provided that each such Person is informed of the confidential nature of
such information. In addition, the Purchasers and the 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 7.5 Bankruptcy Petitions.




          (a) Seller and Buyer each hereby covenants and agrees that, prior to the date that is one year and
one day after the payment in full of all outstanding senior indebtedness of Conduit, it will not
institute against, or join any other Person in instituting against, Conduit any bankruptcy,
reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or any state of the
United States.





21









 








          (b) Seller hereby further covenants and agrees that, prior to the date that is one year and one day
after the payment in full of all Aggregate Unpaids, it will not institute against, or join any
other Person in instituting against, Buyer any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or other similar proceeding under the laws of the United States or any
state of the United States.




          Section 7.6 Limitation of Liability. Except with respect to any claim arising out of the willful
misconduct or gross negligence of Conduit, the Agent or any Financial Institution, no claim may be
made by Seller or any other Person against the Agent or any of the Purchasers 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 Seller hereby waives,
releases, and agrees not to sue upon any claim for any such special, indirect consequential or
punitive damages, whether or not accrued and whether or not known or suspected to exist in its
favor.




          Section 7.7 CHOICE OF LAW.THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.




          Section 7.8 CONSENT TO JURISDICTION.EACH OF THE PARTIES
HERETO 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 SELLER
OR BUYER PURSUANT TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO
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 BUYER (OR ITS ASSIGNS) TO BRING
PROCEEDINGS AGAINST SELLER IN THE COURTS OF ANY OTHER JURISDICTION.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY JUDICIAL
PROCEEDING BY SELLER AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE
THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY
DOCUMENT EXECUTED BY SELLER PURSUANT TO THIS AGREEMENT SHALL BE
BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.




          Section 7.9 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 SELLER PURSUANT TO THIS





22









 







AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.




          Section 7.10 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 between 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 Seller, Buyer and their
respective successors and permitted assigns (including any trustee in bankruptcy). None of Seller
may assign any of its rights and obligations hereunder or any interest herein without the prior
written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and
interests herein to any other Person without the consent of Seller. Without limiting the foregoing,
Seller acknowledges that Buyer, pursuant to the Receivables Purchase Agreement, may assign to the
Agent, for the benefit of the Purchasers, its rights, remedies, powers and privileges hereunder and
that the Agent may further assign such rights, remedies, powers and privileges to the extent
permitted in the Receivables Purchase Agreement. Seller agrees that the Agent, as the assignee of
Buyer, shall, subject to the terms of the Receivables Purchase Agreement, have the right to enforce
this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement
(including, without limitation, the right to give or withhold any consents or approvals of Buyer to
be given or withheld hereunder) and Seller agrees to cooperate fully with the Agent in the exercise
of such rights and remedies. 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 Seller pursuant to Article II;
(ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be
continuing and shall survive any termination of this Agreement.




          Section 7.11 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.




<signature pages follow>





23









 








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




	 	 	 	 	 
	 	TENNECO AUTOMOTIVE OPERATING COMPANY INC.

 	 
	 	By:  	/s/ Paul D. Novas
 	 
	 	 	Name:  	Paul D. Novas 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 	 
	 

	 	Address for notices:
	 	500 North Field Drive	 
	 

	 	 	 	Lake Forest, IL 60045
	 
	 	 	 	 
	 

	 	 	 	Attn: Randy Homes
	 

	 	 	 	Phone: (847) 482-5604
	 

	 	 	 	Fax: (847) 482-5125
	 







	 	 	 	 	 
	 	TENNECO AUTOMOTIVE RSA COMPANY

 	 
	 	By:  	/s/ Paul D. Novas
 	 
	 	 	Name:  	Paul D. Novas 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 	 
	 

	 	Address for notices:
	 	500 North Field Drive	 
	 

	 	 	 	Lake Forest, IL 60045
	 

	 	 	 	Attn: Paul D. Novas
	 

	 	 	 	Phone: (847) 482-5143
	 

	 	 	 	Fax: (847) 482-5125






24









 






Exhibit I




Definitions



          This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the
Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set forth in this
Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a
capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and not
otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto
in Exhibit I to the Receivables Purchase Agreement.




          “Agent”   has the meaning set forth in the Preliminary Statements to the Agreement.




          “Agreement”  means the Receivables Sale Agreement, dated as of October 31, 2000, between Seller and
Buyer, as the same may be amended, restated or otherwise modified.




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




          “Change of Control”  means that the Performance Guarantor shall cease to own or control, directly or
indirectly, at least 100% of the outstanding shares of voting stock of Seller.




          “Conduit”  has the meaning set forth in the Preliminary Statements to the Agreement.




          “Credit and Collection Policy”  means Seller’ collective credit and collection policies and
practices relating to Contracts and Receivables existing on the Purchase Date hereof and summarized
in Exhibit V, as modified from time to time in accordance with the Agreement.




          “Deemed Collections”  has the meaning set forth in Section 1.4 of the Agreement




          “Default Fee”  means a per annum rate of interest equal to the sum of (i) the Prime Rate, plus (ii)
2% per annum.




          “Discount Factor”  means a percentage calculated to provide Buyer with a reasonable return on its
investment in the Receivables after taking account of (i) the time value of money based upon the
anticipated dates of collection of the Receivables and the cost to Buyer of financing its
investment in such Receivables during such period and (ii) the risk of nonpayment by the Obligors.
Seller and Buyer may agree from time to time to change the Discount Factor based on changes in one
or more of the items affecting the calculation thereof, provided that any change to the Discount
Factor shall take effect as of the commencement of a week, shall apply only prospectively and shall
not affect any Purchase Price payment made prior to the week during which Seller and Buyer agree to
make such change.




          “Exchange Act”  means the Securities Exchange Act of 1934, as amended, and the regulations
promulgated pursuant thereto.





25









 








          “Initial Cutoff Date”  means October 30, 2000.




          “Intended Characterization”  means, for income tax purposes, the characterization of the
transactions under the Receivables Purchase Agreement as a loan or loans secured by the
Receivables, the Related Security and the Collections associated with the foregoing.




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




          “Net Worth”  means as of the last Business Day of each calendar month preceding any date of
determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables at
such time, over (b) the sum of (i) the Aggregate Capital outstanding at such time, plus (ii) the
aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan
proposed to be made on the date of determination).




          “Original Balance”  means, with respect to any Receivable, the Outstanding Balance of such
Receivable on the date it was created.




          “Performance Guarantor”  means Tenneco Automotive Inc., a Delaware corporation, and its successors




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




          “Purchase”  means the purchase pursuant to Section 1.2(a) of the Agreement by Buyer from Seller of
the Receivables and the Related Security and Collections related thereto, together with all related
rights in connection therewith.




          “Purchase Date”  means October 31, 2000.




          “Purchase Price”  means the aggregate price to be paid by Buyer to Seller in
accordance with Section 1.3 of the Agreement, for the Receivables and the associated
Collections and which price shall equal on any date (i) the product of(x) the Outstanding
Balance of such Receivables on the date created by Seller, multiplied by (y) one minus the
Discount Factor then in effect, plus (ii) all accrued and unpaid Finance Charges on such
Receivables.




          “Purchase Termination Date”  means the earliest to occur of(i) the Facility Termination Date, (ii)
the Business Day immediately prior to the occurrence of a Termination Event
with respect to Seller set forth in Section 5.1(d), (iii) the Business Day specified in a written
notice from Buyer to Seller following the occurrence of any other Termination Event,





26









 







and (iv) the date which is 30 Business Days after Buyer’s receipt of written notice from Seller
that it wishes to terminate the facility evidenced by this Agreement.




          “Receivables Purchase Agreement”  has the meaning set forth in the Preliminary Statements to the
Agreement.




          “Related Security”  means, with respect to any Receivable:





     (i) all security interests or liens and property subject thereto from time to time, if
any, purporting to secure payment of such Receivable, whether pursuant to the Contract
related to such Receivable or otherwise, together with all financing statements and
security agreements describing any collateral securing such Receivable, but excluding any
UCC Article 2 security interest in the goods, the sale of which gave rise to such
receivable,




     (ii) all guaranties, letters of credit, insurance and other agreements or arrangements of
whatever character from time to time supporting or securing payment of such Receivable
whether pursuant to the Contract related to such Receivable or otherwise,




     (iii) all service contracts and other contracts and agreements associated with such
Receivable,




     (iv) all of Seller’s right, title and interest in the Records related to such Receivable,




     (v) all of Seller’s right, title and interest in and to each Lock Box and each Collection
Account, and




     (vi) all proceeds of any of the foregoing.



          “Required Capital Amount”  means, as of any date of determination, an amount equal to: (a) if such
date of determination is before December 15, 2000, $20,000,000 and (b) if such date of
determination is on or after December 15, 2000, $30, 000,000.




          “SEC”  means the Securities and Exchange Commission, any successor thereto and any analogous
governmental authority.




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




          “Subordinated Loan”  has the meaning set forth in Section 1.3(a) of the Agreement.




          “Subordinated Note”  means the promissory note in substantially the form of Exhibit VI hereto as
more fully described in Section 1.3 of the Agreement, as the same may be amended, restated,
supplemented or otherwise modified from time to time.




          “Termination Event”  has the meaning set forth in Section 5.1 of the Agreement.





27









 







          “Weekly
Settlement Date”  means the
3rd Business Day of each week hereafter.




          All accounting terms not specifically defined herein shall be construed in accordance with
generally accepted accounting principles.




          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.





28











 





Exhibit II

Places Of Business; Locations Of Records;

Federal Employer Identification Number(S); Other Names



Places of Business and Locations of Records:



500 North Field Drive

Lake Forest, IL 60045



1 International Drive

Monroe, Michigan 48161




Federal Employer Identification Number:



74-1933558




Prior Legal Names (in past 5 years):



Monroe Auto Equipment Company

Tenneco Automotive Inc.




Trade and Assumed Names:



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

NAS-Walker Manufacturing

National Account Sales

Performance Industries Inc.

Perfection and any variation thereof

Thrush and any variation thereof




29









 








Exhibit III




Lock-Boxes; Collection Accounts; Collection Banks




[Intentionally Omitted]

30









 






Exhibit IV




[Form Of] Compliance Certificate



          This Compliance Certificate is furnished pursuant to that certain Receivables Sale Agreement
(the “Receivables Sale Agreement”) dated as of October 31, 2000, between TENNECO AUTOMOTIVE
OPERATING COMPANY INC., a Delaware corporation (“Tenneco Operating”), and TENNECO AUTOMOTIVE RSA
COMPANY, a Delaware corporation, as Buyer. Capitalized terms used and not otherwise defined herein
are used with the meanings attributed thereto in the Agreement.




          THE UNDERSIGNED HEREBY CERTIFIES THAT:




          1. I am the duly elected                      of Tenneco Operating




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




          3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes a Termination Event or a Potential
Termination Event, as each such term is defined under the Receivables Sale 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 below.




          4. 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 the Tenneco
Automotive Entities have taken, are taking, or propose 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___.




	 	 	 	 	 
	 
	 

	 	 

[Name]
	 	 






31









 






Exhibit V




Credit And Collection Policy



[Intentionally Omitted]
 32









 











Exhibit VI




Form Of Subordinated Note



SUBORDINATED NOTE



October 31, 2000




          1. Note. FOR VALUE RECEIVED, the undersigned, TENNECO AUTOMOTIVE RSA COMPANY, a Delaware
corporation (“Buyer”), hereby unconditionally promises to pay to the order of TENNECO AUTOMOTIVE
OPERATING COMPANY INC., a Delaware corporation (“Seller”), in lawful money of the United States of
America and in immediately available funds, on or before the date following the Purchase
Termination Date which is one year and one day after the date on which (i) the Outstanding Balance
of all Receivables sold under the Receivables Sale Agreement referred to below has been reduced to
zero and (ii) all indemnities, adjustments and other amounts which may be owed hereunder in
connection with the Receivables acquired have been paid (the “Collection Date”), the aggregate
unpaid principal sum outstanding of all Subordinated Loans made from time to time by Seller to
Buyer pursuant to and in accordance with the terms of that certain Receivables Sale Agreement dated
as of October 31, 2000, between Seller and Buyer (as amended, restated, supplemented or otherwise
modified from time to time, the “Receivables Sale Agreement”). Reference to Section 1.3 of the
Receivables Sale Agreement is hereby made for a statement of the terms and conditions under which
the loans evidenced hereby have been and will be made. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to such terms in the Receivables Sale Agreement.




          2. Interest. Buyer further promises to pay interest on the outstanding unpaid principal amount
hereof from the date hereof until payment in full hereof at a rate equal to the one month LIBOR
rate published on the first business day of each month on or after September 1, 2000 in The Wall
Street Journal (“LIBOR”), changing on the first business day of each month; provided, however, that
if Buyer shall default in the payment of any principal hereof, Buyer promises to pay, on demand,
interest at a rate per annum equal to the sum of LIBOR plus 2.00% per annum on any such unpaid
amounts, from the date such payment is due to the date of actual payment. Interest shall be payable
on the first Business Day of each month in arrears; provided, however, that Buyer may elect on the
date any interest payment is due hereunder to defer such payment and upon such election the amount
of interest due but unpaid on such date shall constitute principal under this Subordinated Note.
The outstanding principal of any loan made under this Subordinated Note shall be due and payable on
the Collection Date and may be repaid or prepaid at any time without premium or penalty.




          3. Principal Payments. Seller is authorized and directed by Buyer to enter on the grid attached
hereto, or, at its option, in its books and records, the date and amount of each loan made by it
which is evidenced by this Subordinated Note and the amount of each payment of principal made by
Buyer, and absent manifest error, such entries shall constitute prima facie evidence of the
accuracy of the information so entered; provided that neither the failure of Seller to make any
such entry or any error therein shall expand, limit or affect the obligations of Buyer hereunder.




33









 








          4. Subordination. Seller shall have the right to receive, and Buyer shall have the right to make,
any and all payments and prepayments relating to the loans made under this Subordinated Note;
provided that after giving effect to any such payment or prepayment, the aggregate Outstanding
Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement
hereinafter referred to) at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in
the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase
Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this
Subordinated Note. Seller hereby agrees that at any time during which the conditions set forth in
the proviso of the immediately preceding sentence shall not be satisfied, Seller shall be
subordinate in right of payment to the prior payment of any indebtedness or obligation of Buyer
owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement, dated as of
October 31, 2000, by and among Buyer, Seller, as Servicer, various “Purchasers” from time to time
party thereto, and Bank One, NA (Main Office Chicago), as the “Agent” (as amended, restated,
supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). The
subordination provisions contained herein are for the direct benefit of, and may be enforced by,
the Agent and the Purchasers and/or any of their respective assignees (collectively, the “Senior
Claimants”) under the Receivables Purchase Agreement. Until the date on which the “Aggregate
Capital” outstanding under the Receivables Purchase Agreement has been repaid in full and all
obligations of Buyer and/or the Servicer thereunder and under the “Fee Letter” referenced therein
(all such obligations, collectively, the “Senior Claim ”) have been indefeasibly paid and satisfied
in full, Seller shall not institute against Buyer any proceeding of the type described in Section 5.1(d) of the Receivables Sale Agreement unless and until the Collection Date has occurred. Should
any payment, distribution or security or proceeds thereof be received by Seller in violation of
this Section 4, Seller agrees that such payment shall be segregated, received and held in trust for
the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered
to the Agent for the benefit of the Senior Claimants.




          5. Bankruptcy; Insolvency. Upon the occurrence of any proceeding of the type described in Section
5.1(d) of the Receivables Sale Agreement involving Buyer as debtor, then and in any such event the
Senior Claimants shall receive payment in full of all amounts due or to become due on or in respect
of the Aggregate Capital and the Senior Claim (including “CP Costs” and “Yield” as defined and as
accruing under the Receivables Purchase Agreement after the commencement of any such proceeding,
whether or not any or all of such CP Costs or Yield is an allowable claim in any such proceeding)
before Seller is entitled to receive payment on account of this Subordinated Note, and to that end,
any payment or distribution of assets of Buyer of any kind or character, whether in cash,
securities or other property, in any applicable insolvency proceeding, which would otherwise be
payable to or deliverable upon or with respect to any or all indebtedness under this Subordinated
Note, is hereby assigned to and shall be paid or delivered by the Person making such payment or
delivery (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or
otherwise) directly to the Agent for application to, or as collateral for the payment of, the
Senior Claim until such Senior Claim shall have been paid in full and satisfied.




          6. Amendments. This Subordinated Note shall not be amended or modified except in accordance with
Section 7.1 of the Receivables Sale Agreement. The terms of this




34









 






Subordinated Note may not be amended or otherwise modified without the prior written consent of the
Agent for the benefit of the Purchasers.



          7. GOVERNING LAW. THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT CHICAGO, ILLINOIS, AND SHALL BE INTERPRETED AND THE RIGHTS AND) LIABILITIES OF THE
PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS.
WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS
TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE
SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE
EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR
THE REMAINING PROVISIONS OF THIS SUBORDINATED NOTE.




          8. Waivers. All parties hereto, whether as makers, endorsers, or otherwise, severally waive
presentment for payment, demand, protest and notice of dishonor. Seller additionally expressly
waives all notice of the acceptance by any Senior Claimant of the subordination and other
provisions of this Subordinated Note and expressly waives reliance by any Senior Claimant upon the
subordination and other provisions herein provided.




          9. Assignment. This Subordinated Note may not be assigned, pledged or otherwise transferred to any
party other than Seller without the prior written consent of the Agent, and any such attempted
transfer shall be void.




TENNECO AUTOMOTIVE RSA COMPANY




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 

	 	Address for notices:
	 	500 North Field Drive
	 

	 	 	 	Lake Forest, IL 60045
	 

	 	 	 	Attn: Paul D. Novas
	 

	 	 	 	Phone: (847) 482-5143
	 

	 	 	 	Fax: (847) 482-5125






35









 






Schedule
to Subordinated Note




SUBORDINATED LOANS AND PAYMENTS OF PRINCIPAL



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount
of	 	 	 	 	 	Unpaid	 	 
	 	 	 	 	Subordinated	 	Amount of	 	Principal	 	Notation
	Date	 	Loan	 	Principal Paid	 	Balance	 	Made By






36











 





RECEIVABLES SALE AGREEMENT




dated as of December 27, 2000



BETWEEN




THE PULLMAN COMPANY,

as Seller,




AND




TENNECO AUTOMOTIVE RSA COMPANY,

as Buyer




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I. PURCHASE
	 	 	2	 
	 
	 	 	 	 
	Section 1.1 [Reserved] 
	 	 	2	 
	Section 1.2 Purchase of Receivables
	 	 	2	 
	Section 1.3 Payment for the Purchases
	 	 	3	 
	Section 1.4 Deemed Collections
	 	 	4	 
	Section 1.5 Payments and Computations, Etc
	 	 	4	 
	Section 1.6 Transfer of Records
	 	 	5	 
	Section 1.7 Characterization
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II. REPRESENTATIONS AND WARRANTIES
	 	 	5	 
	 
	 	 	 	 
	Section 2.1 Representations and Warranties of Seller
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III. CONDITIONS OF PURCHASES
	 	 	9	 
	 
	 	 	 	 
	Section 3.1 Conditions Precedent to Purchases
	 	 	9	 
	Section 3.2 Conditions Precedent to Subsequent Payments
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV. COVENANTS
	 	 	10	 
	 
	 	 	 	 
	Section 4.1 Affirmative Covenants of Seller
	 	 	10	 
	Section 4.2 Negative Covenants of Seller 
	 	 	14	 
	 
	 	 	 	 
	ARTICLE V. TERMINATION EVENTS
	 	 	15	 
	 
	 	 	 	 
	Section 5.1 Termination Events 
	 	 	15	 
	Section 5.2 Remedies 
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VI. INDEMNIFICATION
	 	 	17	 
	 
	 	 	 	 
	Section 6.1 Indemnities by Seller 
	 	 	17	 
	Section 6.2 Other Costs and Expenses 
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VII. MISCELLANEOUS
	 	 	19	 
	 
	 	 	 	 
	Section 7.1 Waivers and Amendments
	 	 	19	 
	Section 7.2 Notices 
	 	 	19	 
	Section 7.3 Protection of Ownership Interests of Buyer 
	 	 	19	 
	Section 7.4 Confidentiality 
	 	 	21	 
	Section 7.5 Bankruptcy Petitions 
	 	 	21	 
	Section 7.6 Limitation of Liability
	 	 	21	 
	Section 7.7 CHOICE OF LAW 
	 	 	22	 
	Section 7.8 CONSENT TO JURISDICTION 
	 	 	22	 
	Section 7.9 WAIVER OF JURY TRIAL 
	 	 	22	 
	Section 7.10 Integration; Binding Effect; Survival of Terms 
	 	 	22	 
	Section 7.11 Counterparts; Severability; Secion References 
	 	 	23	 
	 
	 	 	 	 
	ARTICLE I. PURCHASE
	 	 	2	 
	 
	 	 	 	 
	Section 1.1 [Reserved] 
	 	 	2	 
	Section 1.2 Purchase of Receivables 
	 	 	2	 
	Section 1.3 Payment for the Purchases 
	 	 	3	 
	Section 1.4 Deemed Collections
	 	 	4	 
	Section 1.5 Payments and Computations, Etc 
	 	 	4	 
	Section 1.6 Transfer of Records 
	 	 	5	 
	Section 1.7 Characterization 
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II. REPRESENTATIONS AND WARRANTIES
	 	 	5	 






 









 






	 	 	 	 	 
	Section 2.1 Representations and Warranties of Seller
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III. CONDITIONS OF PURCHASES
	 	 	9	 
	 
	 	 	 	 
	Section 3.1 Conditions Precedent to Purchases
	 	 	9	 
	Section 3.2 Conditions Precedent to Subsequent Payments 
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV. COVENANTS
	 	 	10	 
	 
	 	 	 	 
	Section 4.1 Affirmative Covenants of Seller
	 	 	10	 
	Section 4.2 Negative Covenants of Seller 
	 	 	14	 
	 
	 	 	 	 
	ARTICLE V. TERMINATION EVENTS
	 	 	15	 
	 
	 	 	 	 
	Section 5.1 Termination Events 
	 	 	15	 
	Section 5.2 Remedies 
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VI. INDEMNIFICATION
	 	 	17	 
	 
	 	 	 	 
	Section 6.1 Indemnities by Seller
	 	 	17	 
	Section 6.2 Other Costs and Expenses 
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VII. MISCELLANEOUS
	 	 	19	 
	 
	 	 	 	 
	Section 7.1 Waivers and Amendments
	 	 	19	 
	Section 7.2 Notices 
	 	 	19	 
	Section 7.3 Protection of Ownership Interests of Buyer
	 	 	19	 
	Section 7.4 Confidentiality 
	 	 	21	 
	Section 7.5 Bankruptcy Petitions 
	 	 	21	 
	Section 7.6 Limitation of Liability
	 	 	21	 
	Section 7.7 CHOICE OF LAW 
	 	 	22	 
	Section 7.8 CONSENT TO JURISDICTION
	 	 	22	 
	Section 7.9 WAIVER OF JURY TRIAL
	 	 	22	 
	Section 7.10 Integration; Binding Effect; Survival of Terms 
	 	 	22	 
	Section 7.11 Counterparts; Severability; Section References
	 	 	23	 






3









 






RECEIVABLES SALE AGREEMENT



          THIS RECEIVABLES SALE AGREEMENT, dated as of December 27, 2000, is by and between THE PULLMAN
COMPANY, a Delaware corporation (the “Seller”), and TENNECO AUTOMOTIVE RSA COMPANY, a Delaware
corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement
shall have the meanings assigned to such terms in Exhibit I hereto or, if not defined therein, in
Exhibit I to the Receivables Purchase Agreement.



PRELIMINARY STATEMENTS





     Seller now owns, and from time to time hereafter will own, Receivables. Seller wishes to sell
and assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller’s right, title and
interest in and to such Receivables, together with the Related Security and Collections with
respect thereto.




     Seller and Buyer intend the transactions contemplated hereby to be true sales or other
outright assignments of Receivables from Seller to Buyer, providing Buyer with the full benefits of
ownership of such Receivables, and neither Seller nor Buyer intends these transactions to be, or
for any purpose to be characterized as, loans from Buyer to Seller.




     Following the purchase of Receivables from Seller, Buyer will sell undivided interests therein
and in the associated Related Security and Collections pursuant to that certain Receivables
Purchase Agreement dated as of October 31, 2000 (as the same may from time to time hereafter be
amended, supplemented, restated or otherwise modified, the “Receivables Purchase Agreement”) among
Buyer, Tenneco Automotive Operating Company, a Delaware corporation (“Tenneco Operating”), as
servicer (in such capacity, together with its successors in such capacity, the “Servicer”), Jupiter
Securitization Corporation (“Conduit”), the financial institutions from time to time party thereto
as “Financial Institutions” and Bank One. NA or any successor agent appointed pursuant to the terms
of the Receivables Purchase Agreement, as agent for Conduit and such Financial Institutions (in
such capacity, the “Agent”).



AGREEMENT



          NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein
contained and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:



 









 








ARTICLE I.

PURCHASE



          Section 1.1 [Reserved].


          Section 1.2 Purchase of Receivables.


          (a) Effective on the Purchase Date, in consideration for the Purchase Price and upon the terms
and subject to the conditions set forth herein, Seller does hereby sell, assign, transfer, set-over
and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein),
and Buyer does hereby purchase and acquire from Seller, all of Seller’s right, title and interest
in and to all Receivables existing as of the Initial Cutoff Date and all such thereafter arising
through and including the Purchase Termination Date, together, in each case, with all Related
Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase
Price for the Receivables in accordance with Section 1.3. In connection with each payment of the
Purchase Price for any Receivable, Buyer may request that Seller deliver, and Seller shall deliver,
such approvals, opinions, information, reports or documents as Buyer may reasonably request.



          (b) It is the intention of the parties hereto that the sale of the Receivables made hereunder
shall constitute a true sale thereof, which sale is absolute and irrevocable and provides Buyer
with the full benefits of ownership of the Receivables. Except for the Deemed Collections owed
pursuant to Section 1.4, the sale of Receivables hereunder is made without recourse to Seller;
provided, however, that (i) Seller shall be liable to Buyer for all representations, warranties,
covenants and indemnities made by Seller pursuant to the terms of the Transaction Documents to
which Seller is a party, and (ii) such sale does not constitute and is not intended to result in an
assumption by Buyer or any assignee thereof of any obligation of Seller or any other Person arising
in connection with the Receivables, the related Contracts and/or other Related Security or any
other obligations of Seller. In view of the intention of the parties hereto that the sale of
Receivables made hereunder shall constitute a sale of such Receivables rather than a loan secured
thereby, Seller agrees that it will, on or prior to the Purchase Date and in accordance with
Section 4.1 (e)(ii), mark its master data processing records relating to the Receivables with a
legend acceptable to Buyer and to the Agent (as Buyer’s assignee), evidencing that Buyer has
purchased or otherwise acquired such Receivables as provided in this Agreement and to note in its
financial statements that Seller’s Receivables have been sold or otherwise conveyed outright to
Buyer. Upon the request of Buyer or the Agent (as Buyer’s assignee), Seller will execute and file
such financing or continuation statements, or amendments thereto or assignments thereof, and such
other instruments or notices, as may be necessary or appropriate to perfect and maintain the
perfection of Buyer’s ownership interest in the Receivables and the Collections with respect
thereto, or as Buyer or the Agent (as Buyer’s assignee) may reasonably request.



2









 




          Section 1.3 Payment for the Purchases.


          (a) The Purchase Price for the Purchase of Receivables and in existence as of the Initial
Cutoff Date shall be payable in full by Buyer to Seller on the date hereof, and shall be paid to
Seller in the following manner:




     (i) by delivery of immediately available funds, to the extent of funds made available to Buyer
in connection with its sale of an interest in such Receivables to the Agent for the benefit of the
Purchasers under the Receivables Purchase Agreement or other cash on hand; and




     (ii) the balance, by delivery of the proceeds of a subordinated revolving loan from Seller to
Buyer (a “Subordinated Loan ”) in an amount not to exceed the lesser of (A) the remaining unpaid
portion of such Purchase Price, and (B) the maximum Subordinated Loan that could be borrowed
without rendering Buyer’s Net Worth less than the Required Capital Amount. Seller is hereby
authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate
notation evidencing the date and amount of each advance thereunder, as well as the date of each
payment with respect thereto, provided that the failure to make such notation shall not affect any
obligation of Buyer thereunder.


          (b) With
respect to each Receivable arising on and after the Initial Cutoff Date, the Purchase
Price for each such Receivable shall be due and owing in full by Buyer to Seller or its designee on
the date such Receivable is acquired (except that Buyer may, with respect to any such Purchase
Price, offset against such Purchase Price any amounts owed by Seller to Buyer hereunder and which
have become due but remain unpaid) and shall be paid to Seller on the next occurring Weekly
Settlement Date, in accordance with Section 1.3(e) and in the following manner:




     first, by delivery of immediately available funds, to the extent of funds available to Buyer
from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the
Purchasers under the Receivables Purchase Agreement or other cash on hand; and




     second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any
such Subordinated Loan shall be subject to the provisions set forth in Section 1.3(a)(ii).


          (c) Subject to the limitations set forth in Section 1.3(a)(ii), Seller irrevocably agrees to
advance each Subordinated Loan requested by Buyer on or prior to the Purchase Termination Date. The
Subordinated Loans owing to Seller shall be evidenced by, and shall be payable in accordance with
the terms and provisions of its Subordinated Note and shall be payable solely from funds which
Buyer is not required under the Receivables Purchase Agreement to set aside for the benefit of, or
otherwise pay over to, the Agent for the benefit of the Purchasers.


          (d) From and after the Purchase Termination Date, Seller shall not be obligated to (but may,
at its option) sell Receivables to Buyer.



3









 







          (e) Although the Purchase Price for Receivables arising on or after the Initial Cutoff Date
shall be due and payable in full by Buyer to Seller on the date such Receivable arises, settlement
of the Purchase Price between Buyer and Seller shall be effected on a weekly basis on Weekly
Settlement Dates with respect to all Receivables acquired during the same week and based on the
information contained in the Weekly Report delivered by the Servicer pursuant to Article VIII of
the Receivables Purchase Agreement for the week then most recently ended. Although settlement shall
be effected on Weekly Settlement Dates, increases or decreases in the amount owing to Seller under
the Subordinated Note made pursuant to Section 1.3(b) shall be deemed to have occurred and shall
be effective as of the last Business Day of the week preceding such Weekly Settlement Date.


          Section 1.4 Deemed Collections.


          (a) If on any day:




     (i) the Outstanding Balance of a Receivable is:




     (A) reduced as a result of any defective or rejected or returned goods or services, any
discount or any negative adjustment or otherwise by Seller (other than as a result of such
Receivable becoming a Charged-Off Receivable or to reflect cash Collections on account of the
Receivables),




     (B) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether
such claim arises out of the same or an related transaction or an unrelated transaction), or




     (ii) any of Seller’s representations and warranties set forth in Sections 2.1(h), (i), (j),
(l), (q), (r), (s), (t), the second and third sentences of Section 2.1(p) hereof and the last
clause (relating to bulk sales laws) of Section 2.1(c) hereof are not true when made or deemed made
with respect to any Receivable,



then, in such event, Seller shall be deemed to have received a Collection of such Receivable equal
to (x) in the case of a reduction pursuant to Section 1.4(a)(i)(A) or (B), the amount of such
reduction, and (y) in the case of a cancellation pursuant to Section 1.4(a)(i)(B) or a
misrepresentation described in Section 1.4(a)(ii), the Outstanding Balance of such Receivable
(calculated before giving effect to the applicable cancellation, if applicable) (each Collection
deemed to have been received pursuant hereto, a “Deemed Collection”).



          (b) If Seller is deemed to have received a Deemed Collection pursuant to Section 1.4(a),
Seller will pay the amount of the Deemed Collection to Buyer in cash not later than the next Weekly
Settlement Date after such deemed receipt.


          Section 1.5 Payments and Computations, Etc. All amounts to be paid or deposited by
Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due
in immediately available funds to the account of Seller designated from time to time by Seller or
as otherwise directed by Seller. In the event that any payment owed by any Person hereunder becomes
due on a day that is not a Business Day, then such payment shall be made on the next succeeding
Business Day. If any Person fails to pay any amount hereunder



4









 








when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in
full; provided, however, that such Default Fee shall not at any time exceed the maximum rate
permitted by applicable law. All computations of the Default Fee payable hereunder shall be made on
the basis of a year of 360 days for the actual number of days (including the first but excluding
the last day) elapsed.



          Section 1.6 Transfer of Records.


          (a) In connection with the Purchase of Receivables hereunder, Seller hereby sells, transfers,
assigns and otherwise conveys to Buyer all of Seller’s right and title to, and interest in, the
Records relating to all such Receivables, without the need for any further documentation in
connection with their conveyance or Purchase. In connection with such transfer, Seller hereby
grants to each of Buyer, the Agent and the Servicer an irrevocable, non-exclusive license to use,
without royalty or payment of any kind, all software used by Seller to account for the Receivables,
to the extent necessary to administer the Receivables, whether such software is owned by Seller or
is owned by others and used by Seller under license agreements with respect thereto, provided that
should the consent of any licensor of Seller to such grant of the license described herein be
required, Seller hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee),
Seller will use its reasonable efforts to obtain the consent of such third-party licensor. Each of
the licenses granted hereby shall be irrevocable, and shall terminate on the date this Agreement
terminates in accordance with its terms.


          (b) Seller (i) shall take such action reasonably requested by Buyer and/or the Agent (as
Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that
Buyer and its assigns under the Receivables Purchase Agreement have an enforceable ownership
interest in the Records relating to the Receivables purchased from Seller hereunder, and (ii) shall
use its reasonable efforts to ensure that Buyer, the Agent and the Servicer each has an enforceable
right (whether by license or sublicense or otherwise) to use all of the computer software used to
account for the Receivables and/or to recreate such Records.


          Section 1.7 Characterization. If, notwithstanding the intention of the parties
expressed in Section 1.2(b), the sale by Seller to Buyer of Receivables hereunder shall be
characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or
unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC
and other applicable law. For this purpose and without being in derogation of the parties’
intention that the conveyances of Receivables hereunder shall constitute true sales or other
outright assignments thereof, Seller hereby grants to Buyer a duly perfected security interest in
all of Seller’s right, title and interest in, to and under all Receivables that are now existing
and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and
Collection Account, and all other rights and payments relating to such Receivables and all proceeds
of the foregoing to secure the prompt and complete payment of a loan deemed to have been made by
Seller to Buyer in an amount equal to the Purchase Price of the Receivables, together with all
other obligations of Seller hereunder, which security interest shall be prior to all other Adverse
Claims thereto.




5









 






ARTICLE II.

REPRESENTATIONS AND WARRANTIES




          Section 2.1 Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer on the Purchase Date and on each date that any Receivable is originated that:


          (a) Corporate Existence and Power. Seller is a corporation duly organized solely under
the laws of Delaware and no other state or jurisdiction, and as to which Delaware must maintain a
public record showing the corporation to have been incorporated. Seller is validly existing and in
good standing under the laws of Delaware and 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 Seller of this Agreement and each other Transaction Document to which it is a party,
and the performance of its obligations hereunder and thereunder and Seller’s use of the proceeds of
the Purchase made from it 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 Seller is a party have been duly executed and delivered by Seller.


          (c) No Conflict. The execution and delivery by Seller 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
(or equivalent organizational documents), (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 Seller 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 Seller 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 Seller’s knowledge, threatened, against or affecting Seller, 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 Seller
is a party constitute the legal, valid and binding obligations of Seller enforceable against Seller
in accordance with their respective terms, except as such enforcement may be



6









 








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).



          (g) Accuracy of Information. All information heretofore furnished by Seller or any of
its Affiliates to Buyer (or its assigns) 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 Seller or any of its Affiliates on behalf of Seller to
Buyer (or its assigns) 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, when taken as a whole, not misleading.


          (h) Use of Proceeds. No proceeds of the Purchase from Seller hereunder will be used by
Seller (i) for a purpose that violates, or would be inconsistent with, any law, rule or regulation
applicable to Seller or (ii) to acquire any security in any transaction which is subject to Section
12, 13 or 14 of the Securities Exchange Act of 1934, as amended.


          (i) Good Title. Immediately prior to the Purchase hereunder and upon creation of each
Receivable after the Initial Cutoff Date, Seller (i) is the legal and beneficial owner of such
Receivables and (ii) is the legal and beneficial owner of the Related Security with respect thereto
or possesses a valid and perfected security therein, in each case, free and clear of any Adverse
Claim, except as created by the Transaction Documents. 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 and
its Collections.


          (j) Perfection. The name in which Seller has executed this Agreement is identical to
the name of Seller as indicated on the public record of the State of Delaware which shows Seller to
have been organized. This Agreement, together with the filing of the financing statements
contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from Seller) (i)
legal and equitable title to, with the right to sell and encumber each Receivable that is existing
and hereafter arising, together with the Collections with respect thereto and (ii) all of Seller’s
right, title and interest in the Related Security associated with each such Receivable, in each
case, free and clear of any Adverse Claim, except as created by the Transactions Documents. 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 Buyer’s ownership
interest in the Receivables and the Collections and the Related Security. The State of Delaware 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 Seller, as well as the offices where it keeps all of its Records, are
located at the address(es) listed on Exhibit II or such other locations of which Buyer has been
notified in accordance with Section 4.2(a) in jurisdictions where all action required by




7











 




Section 4.2(a) has been taken and completed. Seller’s Federal Employer Identification Number
is correctly set forth on Exhibit II.




          (l) Collections. The conditions and requirements set forth in Section 4.1(i) have at all times
been satisfied and duly performed. The names and addresses of all Collection Banks, together with
the bank name, jurisdiction of organization and 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 III. Seller has not granted any Person, other than Buyer (and its assigns) 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. Since March 31, 2000, no event has occurred that would have a
Material Adverse Effect.




          (n) Names. 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 as set forth in
Exhibit II hereto.




          (o) Not a Holding Company or an Investment Company. Seller is not a “holding company” or a
“subsidiary holding company” of a “holding company” within the meaning of the Public Utility
Holding Company Act of 1935, as amended, or any successor statute. Seller is not an “investment
company” within the meaning of the Investment Company Act of 1940, as amended, or any successor
statute.




          (p) Compliance with Law. Seller 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. No Receivable or any Contract related thereto contravenes 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 any 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.




          (q) Compliance with Credit and Collection Policy. Seller has complied in all respects with the
Credit and Collection Policy with regard to each Receivable and the related Contract, and has not
made any material change to such Credit and Collection Policy, except such material change as to
which Buyer has been notified in accordance with Section 4.l(a)(vii).




          (r) Payments to Seller. With respect to each Receivable transferred by Seller to Buyer
hereunder, the Purchase Price received by Seller constitutes reasonably equivalent value in
consideration therefor and such transfer was not made for or on account of an antecedent debt. No
transfer by Seller of any Receivable hereunder is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et
seq.), as amended.




          (s) 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





8









 







related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued
Finance Charges 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).




          (t) Eligible Receivables. Each Receivable included at any time in the Net Receivables Balance
as an Eligible Receivable was, on the later to occur of the date of the Purchase and the date such
Receivable was originated, an Eligible Receivable on such date.




          (u) Accounting. The manner in which Seller accounts for the transactions contemplated by this
Agreement does not jeopardize the characterization of the transactions contemplated herein as being
true sales.




ARTICLE III.

CONDITIONS OF PURCHASES




          Section 3.1 Conditions Precedent to Purchases. Each Purchase under this Agreement is subject
to the conditions precedent that (i) Buyer shall have Net Worth greater than or equal to the
Required Capital Amount, and (ii) all of the conditions to the effectiveness of the amendment to
the Receivables Purchase Agreement dated the date hereof shall have been satisfied or waived in
accordance with the terms thereof.




          Section 3.2 Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for
Receivables originated by Seller on and after the Initial Cutoff Date shall be subject to the
further conditions precedent that: (a) the Facility Termination Date shall not have occurred; (b)
Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may
reasonably request; and (c) on the date such Receivable was originated by Seller, the following
statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall
be deemed a representation and warranty by Seller that such statements are then true):





     (i) the representations and warranties of Seller set forth in Article II are true and
correct on and as of the date such Receivable was originated by Seller as though made on
and as of such date; and




     (ii) no event has occurred and is continuing that will constitute a Termination Event
or a Potential Termination Event.


Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any
Receivable (whether by payment of cash, through an increase in the amounts outstanding under the
Subordinated Note, if applicable, by offset of amounts owed to Buyer), title to such Receivable and
the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay
for such Receivable were in fact satisfied. The failure of Seller to satisfy any of the foregoing
conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase
and direct Seller to pay to Buyer






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an amount equal to the Purchase Price payment that shall have been made with respect to any
Receivables that are related thereto.




ARTICLE IV.

COVENANTS




          Section 4.1 Affirmative Covenants of Seller. Until the date on which this Agreement terminates
in accordance with its terms, Seller hereby covenants as set forth below:




          (a) Financial Reporting. Seller will maintain, for itself and each of its Subsidiaries, a
system of accounting established and administered in accordance with generally accepted accounting
principles, and furnish to Buyer (or its assigns):




          (i) Annual Reporting. 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 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 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 Arthur Andersen LLP or other
independent public accountants of nationally recognized standing.




          (ii) Quarterly Reporting. 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.




          (iii) Compliance Certificate. Together with the documents required to be delivered pursuant to
clauses (i) and (ii) above, compliance certificates in substantially the form of Exhibit IV signed
by an Authorized Officer of Seller.




          (iv) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the
shareholders of Tenneco Operating, Seller or of Performance Guarantor, copies of all financial
statements, reports and proxy statements so furnished.




          (v) SEC 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






10









 







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) 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 proposed
change or amendment and (B) if such proposed change or amendment would be reasonably likely to
adversely affect the collectibility of the Receivables, requesting Buyer’s (and the Agent’s, as
Buyer’s assignee) consent thereto.




          (vii) 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 Seller as Buyer (or its assigns) may from time to time reasonably request in order to
protect the interests of Buyer (and its assigns) under or as contemplated by this Agreement.




          (b) Notices. Seller will notify the Buyer (or its assigns) in writing of any of the following
promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps
being taken with respect thereto:




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




          (ii) Judgment and Proceedings. The entry of any judgment or decree against Tenneco Operating,
Seller or any of their respective Subsidiaries if the aggregate amount of all judgments and decrees
then outstanding against Seller and its Subsidiaries exceeds $75,000,000, or the institution of any
litigation, arbitration proceeding or governmental proceeding against Seller which, individually or
in the aggregate, could reasonably be expected to have a Material Adverse Effect.




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




          (v) Downgrade of Performance Guarantor. Any downgrade in the rating of any Indebtedness of
Performance Guarantor by Standard and Poor’s Ratings Services or by Moody’s Investors Service,
Inc., setting forth the Indebtedness affected and the nature of such change.




          (c) Compliance with Laws and Preservation of Corporate Existence. Seller 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.
Seller will preserve and maintain its corporate existence, rights, franchises and privileges in the
jurisdiction of its





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incorporation and qualify and remain qualified in good standing as a foreign corporation in each
jurisdiction where its business is conducted, except where the failure to so preserve and maintain
or qualify could not reasonably be expected to have a Material Adverse Effect.




          (d) Audits. Seller will furnish to Buyer (or its assigns) from time to time such information
with respect to it and the Receivables as Buyer (or its assigns) may reasonably request. Seller
will, from time to time during regular business hours as requested by Buyer (or its assigns), upon
reasonable notice and at the sole cost of Seller, permit Buyer (or its assigns) or their respective
agents or representatives: (i) to examine and make copies of and abstracts from all Records in the
possession or under the control of Seller relating to the Receivables and the Related Security,
including, without limitation, the related Contracts, and (ii) to visit the offices and properties
of Seller for the purpose of examining such materials described in clause (i) above, and to discuss
matters relating to Seller’s financial condition or the Receivables and the Related Security or
Seller’s performance under any of the Transaction Documents or Seller’s performance under the
Contracts and, in each case, with any of the officers or employees of Seller 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 Audits shall be limited to not more than two per calendar
year so long as (i) no Termination Event has occurred and is continuing and (ii) the immediately
preceding Audit was satisfactory to Buyer (or its assigns) in all material respects.




          (e) Keeping and Marking of Records and Books.





     (i) Seller 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). Seller will give Buyer (or its assigns) notice of any
material change in the administrative and operating procedures referred to in the previous
sentence.




     (ii) Seller will: (A) on or prior to the Purchase Date, mark its master data
processing records and other books and records relating to the Receivables with a legend,
acceptable to Buyer (or its assigns), describing Buyer’s ownership interests in the
Receivables and further describing the interest of the Agent (on behalf of the Purchasers)
under the Receivables Purchase Agreement and (B) upon the request of Buyer (or its assigns)
following the occurrence of a Termination Event, (x) mark each Contract with a legend
describing Buyer’s ownership interest in the Receivables and further describing the
interests of the Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or its
assigns) all Contracts (including, without limitation, all multiple originals of any such
Contract) relating to the Receivables and all instruments, securities and chattel
paper now or hereafter evidencing any of the Receivables), duly endorsed to Buyer.



          (f) Compliance with Contracts and Credit and Collection Policy. Seller will timely and fully
(i) perform and comply with all provisions, covenants and other promises





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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) Ownership. Seller will take all necessary action to establish and maintain, irrevocably in
Buyer: (i) legal and equitable title to the Receivables and the associated Collections and (ii) all
of Seller’s right, title and interest in the Related Security associated with such Receivables, in
each case, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (and
its assigns) (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 Buyer’s interest in such Receivables, Related Security and Collections and
such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer (or its
assigns) may reasonably request.




          (h) Purchasers’ Reliance. Seller acknowledges that the Agent and the Purchasers are entering
into the transactions contemplated by the Receivables Purchase Agreement in reliance upon Buyer’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 will take
all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer
may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity
and to make it manifest to third parties that Buyer is an entity with assets and liabilities
distinct from those 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, Seller (i) will not hold itself out to third parties as
liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by
Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times
in compliance with the covenants set forth in Section 7.1(i) of the Receivables Purchase Agreement
and (iii) will cause all tax liabilities arising in connection with the transactions contemplated
herein or otherwise to be allocated between Seller and Buyer on an arm’s-length basis and in a
manner consistent with the procedures set forth in U.S. Treasury
Regulations §§1.l502-33(d) and
1.1552-1.




          (i) Collections. Seller 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 Buyer and
its assigns. Seller will transfer exclusive ownership, dominion and control of each Lock-Box and
Collection Account to Buyer and, will 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 to Buyer (or its assigns) as contemplated by this Agreement and the Receivables
Purchase Agreement. All Collections from time to time deposited to any Collection Account, shall be
held in trust, for the exclusive benefit of Buyer (and its assigns).





13









 








          (j) Taxes. To the extent not handled by Performance Guarantor: (i) Seller will file all tax
returns and reports required by law to be filed by it and 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 for which adequate reserves in
accordance with generally accepted accounting principles shall have been set aside on its books,
and (ii) 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 Buyer and its assigns.




          Section 4.2 Negative Covenants of Seller. Until the date on which this Agreement terminates in
accordance with its terms, Seller hereby covenants that:




          (a)
Name Change, Offices and Records. Seller will not change its name, identity or corporate
structure (within the meaning of Section 9-402(7) or any successor section thereto of any
applicable enactment of the UCC), relocate its chief executive office at any time while the
location of its chief executive office is relevant to perfection of Buyer’s interest in the
Receivables or the associated Related Security and Collections, or change any office where Records
are kept unless it shall have: (i) given Buyer (or its assigns) at least forty-five (45) days’
prior written notice thereof and (ii) delivered to Buyer (or its assigns) all financing statements,
instruments and other documents requested by Buyer (or its assigns) in connection with such change
or relocation.




          (b) Change in Payment Instructions to Obligors. Seller 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 Buyer (or its assigns) 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 Seller 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. Seller will not make any
change to the Credit and Collection Policy that could adversely affect the collectibility of the
Receivables or decrease the credit quality of any newly created Receivables. Except as otherwise
permitted in its capacity as a Permitted Sub-Servicer pursuant to Article VIII of the Receivables
Purchase Agreement, Seller 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.






14









 








          (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 or any 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 Buyer provided for herein), and Seller will defend the right, title and interest of Buyer
in, to and under any of the foregoing property, against all claims of third parties claiming
through or under Seller. Seller shall not create or suffer to exist any mortgage, pledge, security
interest, encumbrance, lien, charge or other similar arrangement on any of its inventory or the
proceeds thereof.




          (e) Accounting for Purchase. Seller will not, and will not permit any Affiliate to, account
for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in
any manner other than the sale of the Receivables and the Related Security by Seller to Buyer or
except to the extent that such transactions are not recognized on account of consolidated financial
reporting in accordance with generally accepted accounting principles.




ARTICLE V.

TERMINATION EVENTS




          Section 5.1 Termination Events. The occurrence of any one or more of the following events
shall constitute a Termination Event:




          (a) Seller shall fail (i) to (A) turn over any Collections or Deemed Collection required to be
turned over by it hereunder when due or (B) make any payment required to be made by it hereunder
when due, and (solely in the case of this clause (B) such failure continues for five (5)
consecutive Business Days after Seller has actual knowledge of such failure or through the exercise
of reasonable business diligence, should have known of such failure, 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 such failure shall continue for thirty (30) consecutive days after Seller has
actual knowledge of such failure or through the exercise of reasonable business diligence, should
have known of such failure.




          (b) Any representation, warranty, certification or statement made by Seller 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 respect on or as of the date made or deemed made;




          (c) Tenneco Operating, Seller or any of their respective Subsidiaries shall (i) default in
making any payment of principal of any Indebtedness (including any Contingent Obligation) on the
scheduled or original due date with respect thereto; or (ii) default in making any payment of any
interest on any such Indebtedness 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 or contained in any instrument or agreement evidencing, securing
or relating






15









 







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 a Termination 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 outstanding principal amount
of which exceeds in the aggregate $50,000,000 for Tenneco Operating, Seller and their respective
Subsidiaries.




          (d) (i) Tenneco Operating, Seller 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 Tenneco Operating, Seller or any of their respective
Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall
be commenced against Tenneco Operating, Seller 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 Tenneco
Operating, Seller 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) Tenneco Operating, Seller 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) Tenneco Operating, Seller 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) A Change of Control shall occur.




          (f) One or more judgments or decrees shall be entered against Tenneco Operating, Seller or any
of their respective Subsidiaries involving in the aggregate for Tenneco Operating, Seller and their
respective 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
judgements or decrees shall not have been vacated, discharged, stayed or bonded pending appeal
within 30 days from the entry thereof.





16









 








          Section 5.2 Remedies. Upon the occurrence of a Termination Event, Buyer may (i) exercise all
rights and remedies provided to a secured creditor after default under the UCC and other applicable
law, which rights and remedies shall be cumulative, and (ii) to the fullest extent permitted by
applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and
owing by Seller to Buyer. The aforementioned rights and remedies shall be without limitation and
shall be in addition to all other rights and remedies of Buyer and its assigns otherwise available
under any other provision of this Agreement, by operation of law, at equity or otherwise, all of
which are hereby expressly preserved.




ARTICLE VI.

INDEMNIFICATION




          Section 6.1 Indemnities by Seller. Without limiting any other rights that Buyer may have
hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) Buyer
and its 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 Buyer or
any such assign) 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 Buyer of an interest in the
Receivables, excluding, however:




          (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 such 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 Intended Characterization;



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





     (i) any representation or warranty made by Seller (or any officers of Seller) under or
in connection with this Agreement, any other Transaction
Document or any other information or report delivered by Seller pursuant hereto or
thereto for which Buyer has not received a Deemed Collection that shall have been false or
incorrect when made or deemed made;



17









 






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




     (iii) any failure of Seller 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 (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 and/or (B) a claim that the sale or
other assignment of all or any part of Seller’s (or any of its assignees’) rights under the related
Contract violates any anti-assignment clause contained therein), 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 any time with other funds;




     (vii) any investigation, litigation or proceeding related to or arising from this Agreement or
any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of
the Purchase from Seller, the ownership of the Receivables or any other investigation, litigation
or proceeding relating to Seller 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 Termination Event described in Section 5.1(d);




     (x) any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and
equitable title to, and ownership of, the Receivables, the Related Security and the Collections,
free and clear of any Adverse Claim (other than any Adverse Claim permitted hereunder);




     (xi) 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 the Purchase or at
any subsequent time;



18









 






     (xii) any action or omission by Seller which reduces or impairs the rights of Buyer
with respect to any Receivable or the value of any such Receivable;




     (xiii) any attempt by any Person to void the Purchase from Seller hereunder under
statutory provisions or common law or equitable action; and




     (xiv) any inability of Buyer to review any Contract or to exercise its rights under
any Contract or this Agreement as a result of a confidentiality provision in any such
Contract.



          Section 6.2 Other Costs and Expenses. Seller shall: (a) pay to Buyer on demand all costs and
out-of-pocket expenses in connection with the preparation, execution, delivery and administration
of this Agreement, the transactions contemplated hereby and the other documents to be delivered
hereunder, and (b) pay to Buyer on demand any and all costs and expenses of Buyer, if any.
including reasonable counsel fees and expenses 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 a Termination
Event.




ARTICLE VII.

MISCELLANEOUS






          Section 7.1 Waivers and Amendments.. No failure or delay on the part of Buyer (or its assigns)
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 Seller and Buyer and, to the extent required under the Receivables Purchase
Agreement, the Agent and the Financial Institutions or the Required Financial Institutions.




          Section 7.2 Notices. 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
below their respective signatures hereto 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 if given by telecopy, upon the receipt thereof, if
given by mail, three (3) Business Days after the time such communication is deposited in the
mail with first class postage prepaid or if given by any other means, when received at the
address specified in this Section 7.2.




          Section 7.3 Protection of Ownership Interests of Buyer.





19









 








          (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 reasonably necessary or desirable,
or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence
the interest of Buyer hereunder and the interests of the Agent, for the benefit of the Purchasers
under the Receivables Purchase Agreement, or to enable Buyer (or its assigns) to exercise and
enforce their rights and remedies hereunder. Subject to Section 14.4(a) of the Receivables Purchase
Agreement, at any time, Buyer (or its assigns) may, at Seller’s sole cost and expense, direct
Seller to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.





     (i) If Seller fails to perform any of its obligations hereunder, Buyer (or its
assigns) may (but shall not be required to) perform, or cause performance of, such
obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection
therewith shall be payable by Seller as provided in Section 6.2. Seller irrevocably
authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion
of Buyer (or its assigns), and appoints Buyer (and its assigns) as its
attorney(ies)-in-fact, to act on behalf of Seller (i) to execute on behalf of Seller as
debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’)
sole discretion to perfect and to maintain the perfection and priority of the interest of
Buyer in the Receivables and Related Security 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 Buyer (or its assigns) in their
sole discretion deem necessary or desirable to perfect and to maintain the perfection and
priority of Buyer’s interests in the Receivables. This appointment is coupled with an
interest and is irrevocable. From and after July 1, 2001: (A) Seller hereby authorizes Buyer
(and the Agent, as Buyer’s assignee) 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 Seller, in such form and in such offices as the Buyer
or any of its assigns reasonably determines appropriate to perfect or maintain the
perfection of the security interest of Buyer and its assigns hereunder, (B) Seller
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 (as Buyer’s
assignee), consenting to the form and substance of such filing or recording document, and
(C) Seller approves, authorizes and ratifies any filings or recordings made by or on behalf
of the Agent (as Buyer’s assignee) in connection with the perfection of the security
interest in favor of Buyer or the Agent (as Buyer’s assignee).




20












 





          Section 7.4 Confidentiality.




          (a) Seller shall maintain and shall cause each of its employees and officers to maintain the
confidentiality of the Receivables Purchase Agreement and the other confidential or proprietary
information with respect to the Agent and Conduit and their respective businesses obtained by it or
them in connection with the structuring, negotiating and execution of the transactions contemplated
herein, except that Seller and its officers and employees may disclose such information to Seller’s
and Performance Guarantor’s external accountants and attorneys and as required by any applicable
law or order of any judicial or administrative proceeding.




          (b) Anything herein to the contrary notwithstanding, Seller hereby consents to the disclosure of
any nonpublic information with respect to it (i) to Buyer, the Agent and the Purchasers, (ii) by
Buyer, the Agent or the Purchasers to any prospective or actual assignee or participant of any of
them; provided that such assignee or participant agrees to be bound by the terms of this Section
7.4 and (iii) by the Agent or Conduit, to any rating agency, Commercial Paper dealer or
provider of a surety, guaranty or credit or liquidity enhancement to Conduit or any entity
organized for the purpose of purchasing, or making loans secured by, financial assets for which
Bank One acts as the administrative agent and to any officers, directors, employees, outside
accountants and attorneys of any of the foregoing, provided that  each such Person is informed of
the confidential nature of such information. In addition, the Purchasers and the 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 7.5 Bankruptcy Petitions.




          (a) Seller and Buyer each hereby covenants and agrees that, prior to the date that is one year and
one day after the payment in full of all outstanding senior indebtedness of Conduit, it will not
institute against, or join any other Person in instituting against, Conduit any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.




          (b) Seller hereby further covenants and agrees that, prior to the date that is one year and one day
after the payment in full of all Aggregate Unpaids, it will not institute against, or join any
other Person in instituting against, Buyer any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or other similar proceeding under the laws of the United States or any
state of the United States.




          Section 7.6 Limitation of Liability. Except with respect to any claim arising out of the
willful misconduct or gross negligence of Conduit, the Agent or any Financial Institution, no claim
may be made by Seller or any other Person against the Agent or any of the Purchasers 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 Seller hereby
waives, releases, and agrees not to sue upon any claim for any such special, indirect




21









 







consequential or punitive damages, whether or not accrued and whether or not known or suspected to
exist in its favor.




          Section 7.7 CHOICE OF LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.




          Section 7.8 CONSENT TO JURISDICTION. EACH OF THE PARTIES HERETO 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 SELLER OR BUYER PURSUANT TO THIS AGREEMENT AND EACH OF THE
PARTIES HERETO 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 BUYER (OR ITS
ASSIGNS) TO BRING PROCEEDINGS AGAINST SELLER IN THE COURTS OF ANY OTHER JURISDICTION. TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY JUDICIAL PROCEEDING BY SELLER AGAINST BUYER (OR ITS
ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SELLER PURSUANT TO
THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.




          Section 7.9 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 SELLER PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR
THEREUNDER.




          Section 7.10
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 between 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 Seller, Buyer and
their respective successors and permitted assigns (including any trustee in bankruptcy).
None of Seller may assign any of its rights and obligations hereunder or any interest
herein without the prior written consent of Buyer. Buyer may assign at any time its rights
and obligations hereunder and interests herein to any other Person without the consent of




22









 







Seller. Without limiting the foregoing, Seller acknowledges that Buyer, pursuant to the
Receivables Purchase Agreement, may assign to the Agent, for the benefit of the Purchasers, its
rights, remedies, powers and privileges hereunder and that the Agent may further assign such
rights, remedies, powers and privileges to the extent permitted in the Receivables Purchase
Agreement. Seller agrees that the Agent, as the assignee of Buyer, shall, subject to the terms
of the Receivables Purchase Agreement, have the right to enforce this Agreement and to exercise
directly all of Buyer’s rights and remedies under this Agreement (including, without
limitation, the right to give or withhold any consents or approvals of Buyer to be given or
withheld hereunder) and Seller agrees to cooperate fully with the Agent in the exercise of such
rights and remedies. 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 Seller pursuant to Article
II (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall
be continuing and shall survive any termination of this Agreement.




          Section 7.11 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.




<signature pages follow>



23









 




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





	 	 	 	 	 
	 	THE PULLMAN COMPANY 



	 
	 	By:  	/s/ Paul D. Novas
 	 
	 	 	Name:  	Paul D. Novas  	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 

	 	Address for notices:
	 	500 North Field Drive
	 

	 	 	 	Lake Forest, IL 60045
	 

	 	 	 	Attn: 
  
Randy Homes
	 

	 	 	 	Phone: (847) 482-5604
	 

	 	 	 	Fax:  
 
 
(847) 482-5125






	 	 	 	 	 
	 	TENNECO AUTOMOTIVE RSA COMPANY

 	 
	 	By:  	/s/ Paul D. Novas
 	 
	 	 	Name:  	Paul D. Novas 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 

	 	Address for notices:
	 	500 North Field Drive
	 

	 	 	 	Lake Forest, IL 60045
	 

	 	 	 	Attn:   Paul D. Novas
	 

	 	 	 	Phone: (847) 482-5143
	 

	 	 	 	Fax:     (847) 482-5125






24









 






Exhibit I




Definitions



          This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the
Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set forth in this
Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a
capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and not
otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto
in Exhibit I to the Receivables Purchase Agreement.




          “Agent” has the meaning set forth in the Preliminary Statements to the Agreement.




          “Agreement” means the Receivables Sale Agreement, dated as of December 27, 2000, between
Seller and Buyer, as the same may be amended, restated or otherwise modified.




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




          “Change of control” means that the Performance Guarantor shall cease to own or control,
directly or indirectly, at least 100% of the outstanding shares of voting stock of Seller.




          “Conduit” has the meaning set forth in the Preliminary Statements to the Agreement.




          “Credit and Collection Policy” means Seller’ collective credit and collection policies and
practices relating to Contracts and Receivables existing on the Purchase Date hereof and summarized
in Exhibit V, as modified from time to time in accordance with the Agreement.




          “Deemed Collections” has the meaning set forth in Section 1 .4 of the Agreement




          “Default Fee” means a per annum rate of interest equal to the sum of(i) the Prime Rate, plus (ii)
2% per annum.




          “Discount Factor” means a percentage calculated to provide Buyer with a reasonable return on its
investment in the Receivables after taking account of (i) the time value of money based upon the
anticipated dates of collection of the Receivables and the cost to Buyer of financing its
investment in such Receivables during such period and (ii) the risk of nonpayment by the Obligors.
Seller and Buyer may agree from time to time to change the Discount Factor based on changes in one
or more of the items affecting the calculation thereof, provided that any change to the Discount
Factor shall take effect as of the commencement of a week, shall apply only prospectively and shall
not affect any Purchase Price payment made prior to the week during which Seller and Buyer agree to
make such change.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations
promulgated pursuant thereto.






25









 








          “Initial Cutoff Date” means November 30, 2000.




          “Intended Characterization” means, for income tax purposes, the characterization of the
transactions under the Receivables Purchase Agreement as a loan or loans secured by the
Receivables, the Related Security and the Collections associated with the foregoing.




          “Material Adverse Effect” means a material adverse effect on (i) the financial condition or
operations of the Performance Guarantor and its Subsidiaries, taken as a whole, (ii) the ability of
Seller to perform its obligations under the Agreement or any other Transaction Document to which it
is a party, (iii) the legality, validity or enforceability of the Agreement or any other
Transaction Document, (iv) Seller’s, Buyer’s or the Agent’s interest in the Receivables generally
or in any significant portion of the Receivables, or Collections with respect thereto, or (v) the
collectibility of the Receivables generally or of any material portion of the Receivables.




          “Net Worth” means as of the last Business Day of each calendar month preceding any date of
determination, the excess, if any, of(a) the aggregate Outstanding Balance of the Receivables at
such time, over (b) the sum of(i) the Aggregate Capital outstanding at such time, plus (ii) the
aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan
proposed to be made on the date of determination).




          “Original Balance” means, with respect to any Receivable, the Outstanding Balance of such
Receivable on the date it was created.




          “Performance Guarantor” means Tenneco Automotive Inc., a Delaware corporation, and its successors




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




          “Purchase” means the purchase pursuant to Section 1.2(a) of the Agreement by Buyer from Seller of
the Receivables and the Related Security and Collections related thereto, together with all related
rights in connection therewith.




          “Purchase Date” means December 27, 2000.




          “Purchase Price” means the aggregate price to be paid by Buyer to Seller in accordance with Section
1.3 of the Agreement, for the Receivables and the associated Collections and which price shall
equal on any date (i) the product of (x) the Outstanding Balance of such Receivables on the date
created by Seller, multiplied by (y) one minus the Discount Factor then in effect, plus (ii) all
accrued and unpaid Finance Charges on such Receivables.




          “Purchase Termination Date” means the earliest to occur of (i) the Facility Termination Date, (ii)
the Business Day immediately prior to the occurrence of a Termination Event with respect to Seller
set forth in Section 5.1(d), (iii) the Business Day specified in a written notice from
Buyer to Seller following the occurrence of any other Termination Event,







26









 







and (iv) the date which is 30 Business Days after Buyer’s receipt of written notice from Seller
that it wishes to terminate the facility evidenced by this Agreement.




          “Receivable” means all indebtedness and other obligations owed to Seller (at the time it arises,
and before giving effect to any transfer or conveyance hereunder) or in which Seller has a security
interest or other interest, including, without limitation, any indebtedness, obligation or interest
constituting an account, chattel paper, instrument or general intangible, arising in connection
with the sale of goods or the rendering of services by Seller, and further includes, without
limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other
rights and obligations arising from any one transaction, including, without limitation,
indebtedness and other rights and obligations represented by an individual invoice, shall
constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights
and obligations arising from any other transaction; provided further, that any indebtedness, rights
or obligations referred to in the immediately preceding sentence shall be a Receivable regardless
of whether the account debtor or Seller treats such indebtedness, rights or obligations as a
separate payment obligation.




          “Receivables Purchase Agreement” has the meaning set forth in the Preliminary Statements to the
Agreement.




          “Related Security” means, with respect to any Receivable:





     (i) all security interests or liens and property subject thereto from time to time, if any,
purporting to secure payment of such Receivable, whether pursuant to the Contract related to such
Receivable or otherwise, together with all financing statements and security agreements describing
any collateral securing such Receivable, but excluding any UCC Article 2 security interest in the
goods, the sale of which gave rise to such receivable,




     (ii) all guaranties, letters of credit, insurance and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Receivable whether pursuant to
the Contract related to such Receivable or otherwise,




     (iii) all service contracts and other contracts and agreements associated with such Receivable,




     (iv) all of Seller’s right, title and interest in the Records related to such Receivable,




     (v) all of Seller’s right, title and interest in and to each Lock Box and each Collection Account,
and




     (vi) all proceeds of any of the foregoing.



          “Required Capital Amount” means, as of any date of determination, an amount equal to: (a) if such
date of determination is before December 15, 2000, $20,000,000 and (b) if such date of
determination is on or after December 15, 2000, $30, 000,000.






27









 








          “SEC” means the Securities and Exchange Commission, any successor thereto and any
analogous governmental authority.




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




          “Servicer” has the meaning set forth in the recitals to the Agreement.




          “Subordinated
Loan” has the meaning set forth in Section 1.3(a) of the Agreement.




          “Subordinated Note” means the promissory note in substantially the form of Exhibit VI hereto as
more fully described in Section 1.3 of the Agreement, as the same may be amended, restated,
supplemented or otherwise modified from time to time.




          “Tenneco Operating” has the meaning set forth in the recitals to the Agreement.




          “Termination Event” has the meaning set forth in Section 5.1 of the Agreement.




          “Weekly Settlement Date” means the 3rd Business Day of each week hereafter.




          All accounting terms not specifically defined herein shall be construed in accordance with
generally accepted accounting principles.




          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.






28









 








Exhibit II




Places of Business; Locations of Records;

Federal Employer Identification Number(s); Other Names



Places
of Business and Locations of Records:



500 North Field Drive

Lake Forest, IL 60045



1 International Drive

Monroe, Michigan 48161



Federal
Employer Identification Number:



02-0359911



Prior
Legal Names (in past 5 years):



n/a



Trade
and Assumed Names:



Pullman, Clevite or any variation of the foregoing








29









 








Exhibit III




Lock-Boxes; Collection Accounts; Collection Banks




[Intentionally Omitted]



30









 






Exhibit IV




[Form of] Compliance Certificate



          This Compliance Certificate is furnished pursuant to that certain Receivables Sale Agreement
(the “Receivables Sale Agreement”) dated as of December 27, 2000, between THE PULLMAN
COMPANY, a Delaware corporation (“Pullman”), and TENNECO AUTOMOTIVE RSA COMPANY, a Delaware
corporation, as Buyer. Capitalized terms used
and not otherwise defined herein are used with the
meanings attributed thereto in the Agreement.




          THE
UNDERSIGNED HEREBY CERTIFIES THAT:




          1. I am the duly elected                                          of Pullman




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




          3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes a Termination Event or a Potential
Termination Event, as each such term is defined under the Receivables Sale 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 below.




          4. 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 the
Tenneco Automotive Entities have taken, are taking, or propose 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___.




	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	[Name] 	 
	 	 	 	 



31









 






	 	 	 	 	 



Exhibit V




Credit and Collection Policy



[Intentionally Omitted]

32









 





Exhibit VI




Form of Subordinated Note



SUBORDINATED NOTE



December 27, 2000




          1. Note. FOR VALUE RECEIVED, the undersigned, TENNECO AUTOMOTIVE RSA COMPANY, a Delaware
corporation (“Buyer”), hereby unconditionally promises to pay to the order of THE PULLMAN COMPANY,
a Delaware corporation (“Seller”), in lawful money of the United States of America and in
immediately available funds, on or before the date following the Purchase Termination Date which is
one year and one day after the date on which (i) the Outstanding Balance of all Receivables sold
under the Receivables Sale Agreement referred to below has been reduced to zero and (ii) all
indemnities, adjustments and other amounts which may be owed thereunder in connection with the
Receivables acquired have been paid (the “Collection Date”), the aggregate unpaid principal sum
outstanding of all Subordinated Loans made from time to time by Seller to Buyer pursuant to and in
accordance with the terms of that certain Receivables Sale Agreement dated as of December 27, 2000,
between Seller and Buyer (as amended, restated, supplemented or otherwise modified from time to
time, the “Receivables Sale Agreement”). Reference to Section 1.3 of the Receivables Sale Agreement
is hereby made for a statement of the terms and conditions under which the loans evidenced hereby
have been and will be made. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Receivables Sale Agreement.




          2. Interest. Buyer further promises to pay interest on the outstanding unpaid principal
amount hereof from the date hereof until payment in full hereof at a rate equal to the one month
LIBOR rate published on the first business day of each month on or after September 1, 2000 in The
Wall Street Journal (“LIBOR”), changing on the first business day of each month; provided, however,
that if Buyer shall default in the payment of any principal hereof, Buyer promises to pay, on
demand, interest at a rate per annum equal to the sum of LIBOR plus 2.00% per annum on any such
unpaid amounts, from the date such payment is due to the date of actual payment. Interest shall be
payable on the first Business Day of each month in arrears; provided, however, that Buyer may elect
on the date any interest payment is due hereunder to defer such payment and upon such election the
amount of interest due but unpaid on such date shall constitute principal under this Subordinated
Note. The outstanding principal of any loan made under this Subordinated Note shall be due and
payable on the Collection Date and may be repaid or prepaid at any time without premium or penalty




          3. Principal Payments. Seller is authorized and directed by Buyer to enter on the grid
attached hereto, or, at its option, in its books and records, the date and amount of each loan made
by it which is evidenced by this Subordinated Note and the amount of each payment of principal made
by Buyer, and absent manifest error, such entries shall constitute prima facie evidence of the
accuracy of the information so entered; provided that neither the failure of Seller to make any
such entry or any error therein shall expand, limit or affect the obligations of Buyer hereunder.






33









 








          4. Subordination. Seller shall have the right to receive, and Buyer shall have the right to
make, any and all payments and prepayments relating to the loans made under this Subordinated Note;
provided that after giving effect to any such payment or prepayment, the aggregate Outstanding
Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement
hereinafter referred to) at such time exceeds the sum of(a) the Aggregate Unpaids (as defined in
the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase
Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this
Subordinated Note. Seller hereby agrees that at any time during which the conditions set forth in
the proviso of the immediately preceding sentence shall not be satisfied, Seller shall be
subordinate in right of payment to the prior payment of any indebtedness or obligation of Buyer
owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement, dated as of
October 31, 2000, by and among Buyer, Tenneco Automotive Operating Company, as Servicer, various
“Purchasers” from time to time party thereto, and Bank One, NA (Main Office Chicago), as the
“Agent” (as amended, restated, supplemented or otherwise modified from time to time, the
“Receivables Purchase Agreement”). The subordination provisions contained herein are for the direct
benefit of, and may be enforced by, the Agent and the Purchasers and/or any of their respective
assignees (collectively, the “Senior Claimants”) under the Receivables Purchase Agreement. Until
the date on which the “Aggregate Capital” outstanding under the Receivables Purchase Agreement has
been repaid in full and all obligations of Buyer and/or the Servicer thereunder and under the “Fee
Letter” referenced therein (all such obligations, collectively, the “Senior Claim ”)
have been indefeasibly paid and satisfied in full, Seller shall not institute against Buyer
any proceeding of the type described in Section 5.1(d)  of the Receivables Sale
Agreement unless and until the Collection Date has occurred. Should any payment, distribution or
security or proceeds thereof be received by Seller in violation of this Section 4, Seller agrees
that such payment shall be segregated, received and held in trust for the benefit of, and deemed to
be the property of, and shall be immediately paid over and delivered to the Agent for the benefit
of the Senior Claimants.




          5. Bankruptcy; Insolvency. Upon the occurrence of any proceeding of the type
described in Section 5.1(d) of the Receivables Sale Agreement involving Buyer as debtor,
then and in any such event the Senior Claimants shall receive payment in full of all amounts due or
to become due on or in respect of the Aggregate Capital and the Senior Claim (including “CP Costs”
and “Yield” as defined and as accruing under the Receivables Purchase Agreement after the
commencement of any such proceeding, whether or not any or all of such CP Costs or Yield is an
allowable claim in any such proceeding) before Seller is entitled to receive payment on account of
this Subordinated Note, and to that end, any payment or distribution of assets of Buyer of any kind
or character, whether in cash, securities or other property, in any applicable insolvency
proceeding, which would otherwise be payable to or deliverable upon or with respect to any or all
indebtedness under this Subordinated Note, is hereby assigned to and shall be paid or delivered by
the Person making such payment or delivery (whether a trustee in bankruptcy, a receiver, custodian
or liquidating trustee or otherwise) directly to the Agent for application to, or as collateral for
the payment of, the Senior Claim until such Senior Claim shall have been paid in full and
satisfied.




          6. Amendments. This Subordinated Note shall not be amended or modified except in accordance
with Section 7.1 of the Receivables Sale Agreement. The terms of this




34









 







Subordinated Note may not be amended or otherwise modified without the prior written consent of the
Agent for the benefit of the Purchasers.






          7. GOVERNING LAW. THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT CHICAGO,
ILLINOIS, AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED
IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS. WHEREVER POSSIBLE EACH
PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY
OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH
PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING
PROVISIONS OF THIS SUBORDINATED NOTE.




          8. Waivers. All parties hereto, whether as makers, endorsers, or otherwise, severally waive
presentment for payment, demand, protest and notice of dishonor. Seller additionally expressly
waives all notice of the acceptance by any Senior Claimant of the subordination and other
provisions of this Subordinated Note and expressly waives reliance by any Senior Claimant upon the
subordination and other provisions herein provided.




          9. Assignment. This Subordinated Note may not be assigned, pledged or otherwise transferred
to any party other than Seller without the prior written consent of the Agent, and any such
attempted transfer shall be void.




	 	 	 	 	 
	 	 	 	 	 
	 	TENNECO AUTOMOTIVE RSA COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 

	 	Address for notices:
	 	500 North Field Drive
	 

	 	 	 	Lake Forest, IL 60045
	 

	 	 	 	Attn: Paul D. Novas
	 

	 	 	 	Phone: (847) 482-5143
	 

	 	 	 	Fax: (847) 482-5125






35









 






Schedule to Subordinated Note




SUBORDINATED LOANS AND PAYMENTS OF PRINCIPAL



	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	Unpaid	 	 
	 	 	Subordinated	 	Amount of	 	Principal	 	Notation
	Date	 	Loan	 	Principal Paid	 	Balance	 	Made By
	 






36











 





OMNIBUS AMENDMENT NO. 1




AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENTS AND

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES

PURCHASE AGREEMENT



          THIS
OMNIBUS AMENDMENT NO. 1, dated as of September 21, 2005
(this “Amendment”), is by and among:




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




     (b) The Pullman Company, a Delaware corporation (“Pullman”),




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




     (c)
Jupiter Securitization Corporation, a Delaware corporation
(“Jupiter” or a “Conduit”), and
Liberty Street Funding Corp., a Delaware corporation
(“Liberty Street”  or a “Conduit”),




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




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



W I T N E S S E T  H :





     WHEREAS, Tenneco Operating and Seller are parties to that certain Receivables Sale Agreement, dated
as of October 31, 2000, between Tenneco Operating, as seller, and Seller, as purchaser, and Pullman
and Seller are parties to that certain Receivables Sale Agreement, dated as of December 27, 2000,
between Pullman, as seller, and Seller, as purchaser (collectively, the “Receivables Sale
Agreements”); and




     WHEREAS, Seller, Tenneco Operating, the Liberty Street Group, the Jupiter Group and the Agents are
parties to that certain Second Amended and



 









 






Restated Receivables Purchase Agreement dated as of May 4, 2005, as heretofore amended (the
“Receivables Purchase Agreement” and, together with the Receivable Sale Agreements, the
“Agreements” ); and




     WHEREAS, the parties wish to amend the Agreements on the terms and subject to the conditions
hereinafter set forth;



          NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:



          1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have their
meanings as attributed to such terms in the Agreements.



          2. Amendments.



               2.1. The definition of “Receivable” in the Receivables Purchase Agreement (and as incorporated by
reference in the Receivables Sale Agreements) is hereby amended and restated in its entirety to
read as follows:




     “Receivable” means all indebtedness and other obligations owed to Seller or an Originator (at the
time it arises, and before giving effect to any transfer or conveyance under a Receivables Sale
Agreement or hereunder), excluding any such indebtedness or obligations owed by any Subsidiary of
Tenneco Automotive or by Delphi Corporation or any of its Subsidiaries, or in which Seller or an
Originator has a security interest or other interest, including, without limitation, any
indebtedness, obligation or interest constituting an account, chattel paper, instrument or general
intangible, arising in connection with the sale of goods or the rendering of services by such
Originator, and further includes, without limitation, the obligation to pay any Finance Charges
with respect thereto. Indebtedness and other rights and obligations arising from any one
transaction, including, without limitation, indebtedness and other rights and obligations
represented by an individual invoice, shall constitute a Receivable separate from a Receivable
consisting of the indebtedness and other rights and obligations arising from any other transaction;
provided further, that any indebtedness, rights or obligations referred to in the immediately
preceding sentence shall be a Receivable regardless of whether the account debtor or Seller treats
such indebtedness, rights or obligations as a separate payment obligation.




          2.2. Each of the Agents and the Purchasers hereby consents to the sale by Seller to the applicable
Originator of all indebtedness and other obligations owing to Seller by Delphi Corporation or any
of its Subsidiaries as of September 21, 2005 together with all supporting obligations, records, and
collections with respect thereto and proceeds of the foregoing (collectively, the “Delphi
Receivable Assets”). For value received, Seller does hereby sell and assign to the applicable
Originator, and the applicable Originator does hereby purchase and accept, all of Seller’s right,
title and interest in and to the Delphi Receivable Assets originated by such Originator.



2









 





          3. Certain Representations. In order to induce the Agents and the Purchasers to enter into
this Amendment, each of the Companies hereby represents and warrants to the Agents and the
Purchasers that, both before and after giving effect to the amendments contained in Section 2
hereof, (a) no Amortization Event or Potential Amortization Event exists and is continuing as of
the Effective Date (as defined in Section 4 below), (b) each of the Agreements to which such
Company is a party, as amended hereby, constitutes the legal, valid and binding obligations of such
Company enforceable against such Company in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating
to or limiting creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law and (c) each of such Company’s
representations and warranties contained in each of the Agreements to which it is a party
is true and correct as of the Effective Date as though made on such date (except for such
representations and warranties that speak only as of an earlier date).



          4. Effective Date. This Amendment shall become effective as of the date first above written
(the “Effective Date”) upon receipt by the Administrative Agent of counterparts of this Amendment,
duly executed by each of the parties hereto, and consented to by the Performance Guarantor in the
space provided below.




          5. Ratification. Except as expressly modified hereby, the Agreements, as amended hereby, is
hereby ratified, approved and confirmed in all respects.



          6. Reference
to Agreement. From and after the Effective Date hereof, each reference in the
Agreements to “this Agreement”, “hereof’, or “hereunder” or words of like import, and all
references to the Agreements in any and all agreements, instruments, documents, notes, certificates
and other writings of every kind and nature shall be deemed to mean the Agreements, as amended by
this Amendment.



          7. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees, and
out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the
Agents, which attorneys may be employees of an Agent) incurred by the Agent in connection with the
preparation, execution and enforcement of this Amendment.



          8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
(AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.



          9. Execution in Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement.



3









 





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



JUPITER SECURITIZATION CORPORATION




By:
JPMorgan
Chase
Bank, N.A.,
its
attorney-in-fact




	 	 	 	 	 
	 	 
	By:  	/s/ John Kuhns
 	 
	 	Name:  	John Kuhns 	 
	 	Title:  	Vice President 	 
	 


JPMORGAN
CHASE BANK, N.A., as
a Committed Purchaser, as Jupiter Agent and as Administrative
Agent




	 	 	 	 	 
	 	 
	By:  	/s/ John Kuhns
 	 
	 	Name:  	John Kuhns 	 
	 	Title:  	Vice President 	 
	 



LIBERTY STREET FUNDING CORP.




	 	 	 	 	 
	 	 
	By:  	/s/ Bernard J. Angelo
 	 
	 	Name:  	Bernard J. Angelo 	 
	 	Title:  	Vice President 	 



4









 






	 	 	 	 	 



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




	 	 	 	 	 
	 	 
	By:  	/s/ NORMAN LAST
 	 
	 	Name:  	NORMAN LAST 	 
	 	Title:  	MANAGING DIRECTOR 	 



5









 






	 	 	 	 	 


TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation




	 	 	 	 	 
	 	 
	By:  	/s/ John E. Kunz
 	 
	 	Name:  	John E. Kunz 	 
	 	Title:  	President and Treasurer 	 
	 


TENNECO
AUTOMOTIVE OPERATING COMPANY INC.,
a Delaware corporation




	 	 	 	 	 
	 	 
	By:  	/s/ Gary Silha
 	 
	 	Name:  	Gary Silha 	 
	 	Title:  	Assistant Treasurer 	 
	 


THE PULLMAN COMPANY,
a Delaware corporation




	 	 	 	 	 
	 	 
	By:  	/s/ Gary Silha
 	 
	 	Name:  	Gary Silha 	 
	 	Title:  	Assistant Treasurer 	 
	 


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



TENNECO AUTOMOTIVE INC., a Delaware corporation




	 	 	 	 	 
	 	 
	By:  	/s/ John E. Kunz
 	 
	 	Name:  	John E. Kunz 	 
	 	Title:  	Vice President Treasurer 	 
	 




6











 





OMNIBUS AMENDMENT NO.2




AMENDMENT NO.2 TO RECEIVABLES SALE AGREEMENTS AND

AMENDMENT NO.3 TO SECOND AMENDED AND RESTATED RECEIVABLES

PURCHASE AGREEMENT




          THIS OMNIBUS AMENDMENT NO. 1, dated as of October 14, 2005 (this “Amendment”), is by and among:





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




     (b) The Pullman Company, a Delaware corporation (“Pullman”),




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




     (c) Jupiter Securitization Corporation, a Delaware corporation (“Jupiter” or a “Conduit”), and
Liberty Street Funding Corp., a Delaware corporation (“Liberty Street” or a “Conduit”),




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




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



W I T N E S S E T H :





     WHEREAS, Tenneco Operating and Seller are parties to that certain Receivables Sale Agreement, dated
as of October 31, 2000, between Tenneco Operating, as seller, and Seller, as purchaser, and Pullman
and Seller are parties to that certain Receivables Sale Agreement, dated as of December 27, 2000,
between Pullman, as seller, and Seller, as purchaser (collectively, the “Receivables Sale
Agreements”); and




     WHEREAS, Seller, Tenneco Operating, the Liberty Street Group, the Jupiter Group and the Agents are
parties to that certain Second Amended and



 









 






Restated Receivables Purchase Agreement dated as of May 4, 2005, as heretofore amended (the
“Receivables Purchase Agreement” and, together with the Receivable Sale Agreements, the
“Agreements”); and




     WHEREAS, the parties wish to amend the Agreements on the terms and subject to the conditions
hereinafter set forth;



          NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:




          1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have their
meanings as attributed to such terms in the Agreements.




          2. Amendments. The following definitions in the Receivables Purchase Agreement (and as
incorporated by reference in the Receivables Sale Agreements) are hereby amended and restated in
their entirety to read, respectively, as follows:





     “Receivable” means all indebtedness and other obligations owed to Seller or an Originator (at the
time it arises, and before giving effect to any transfer or conveyance under a Receivables Sale
Agreement or hereunder) or in which Seller or an Originator has a security interest or other
interest, including, without limitation, any indebtedness, obligation or interest constituting an
account, chattel paper, instrument or general intangible, arising in connection with the sale of
goods or the rendering of services by such Originator and the obligation to pay any Finance Charges
with respect thereto; provided, however, in no event shall the term “Receivable” include any such
indebtedness or obligations (i) owed by any Subsidiary of Tenneco Automotive at any time, or (ii)
owed by Delphi Corporation or any of its Subsidiaries if originated on or prior to October 9, 2005.
Indebtedness and other rights and obligations arising from any one transaction, including, without
limitation, indebtedness and other rights and obligations represented by an individual invoice,
shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other
rights and obligations arising from any other transaction; provided further, that any indebtedness,
rights or obligations referred to in the immediately preceding sentence shall be a Receivable
regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations
as a separate payment obligation.




     “Tenneco Automotive” means (a) prior to October 27, 2005, Tenneco Automotive Inc. ., a Delaware
corporation, and (b) from and after October 27, 2005, Tenneco Inc., ., a Delaware corporation
formerly known as Tenneco Automotive Inc.



2









 





          3. Certain Representations. In order to induce the Agents and the Purchasers to enter into
this Amendment, each of the Companies hereby represents and warrants to the Agents and the
Purchasers that, both before and after giving effect to the amendments contained in Section 2
hereof, (a) no Amortization Event or Potential Amortization Event exists and is continuing as of
the Effective Date (as defined in Section 4 below), (b) each of the Agreements to which such
Company is a party, as amended hereby, constitutes the legal, valid and binding obligations of such
Company enforceable against such Company in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating
to or limiting creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law and (c) each of such Company’s
representations and warranties contained in each of the Agreements to which it is a party is true
and correct as of the Effective Date as though made on such date (except for such representations
and warranties that speak only as of an earlier date).




          4. Effective Date. This Amendment shall become effective as of the date first above written
(the “Effective Date”) upon receipt by the Administrative Agent of counterparts of this Amendment,
duly executed by each of the parties hereto, and consented to by the Performance Guarantor in the
space provided below.




          5. Ratification. Except as expressly modified hereby, the Agreements, as amended hereby, is
hereby ratified, approved and confirmed in all respects.




          6. Reference to Agreement. From and after the Effective Date hereof, each reference in the
Agreements to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all
references to the Agreements in any and all agreements, instruments, documents, notes, certificates
and other writings of every kind and nature shall be deemed to mean the Agreements, as amended by
this Amendment.




          7. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees, and
out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the
Agents, which attorneys may be employees of an Agent) incurred by the Agent in connection with the
preparation, execution and enforcement of this Amendment.




          8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
(AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.




          9. Execution in Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement.






3









 








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



JUPITER SECURITIZATION CORPORATION



By: JPMorgan Chase Bank, N.A., its attorney-in-fact




	 	 	 	 	 
	 	 	 
	By:  	/s/ John Kuhns
 	 
	 	Name:  	John Kuhns 	 
	 	Title:  	Vice President 	 
	 


JPMORGAN CHASE BANK, N.A., as a Committed Purchaser, as Jupiter Agent and as Administrative Agent




	 	 	 	 	 
	 	 	 
	By:  	/s/ John Kuhns
 	 
	 	Name:  	John Kuhns 	 
	 	Title:  	Vice President 	 
	 



LIBERTY STREET FUNDING CORP.




	 	 	 	 	 
	 	 	 
	By:  	/s/ Bernard J. Angelo
	 
	 	Name:  	Bernard J.  Angelo	 
	 	Title:  	Vice President	 




4









 







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




	 	 	 	 	 
	 	 	 
	By:  	/s/ J. ALAN EDWARDS
 	 
	 	Name:  	J. ALAN EDWARDS 	 
	 	Title:  	MANAGING DIRECTOR 	 



5









 







TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation




	 	 	 	 	 
	 	 	 
	By:  	/s/ John E. Kunz
 	 
	 	Name:  	John E. Kunz 	 
	 	Title:  	Vice President and Treasurer 	 
	 


TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
 a Delaware corporation




	 	 	 	 	 
	 	 	 
	By:  	/s/ Gary Silha
 	 
	 	Name:  	Gary Silha 	 
	 	Title:  	Assistant Treasurer 	 
	 


THE PULLMAN COMPANY, 


a Delaware corporation




	 	 	 	 	 
	 	 	 
	By:  	/s/ Gary Silha
 	 
	 	Name:  	Gary Silha 	 
	 	Title:  	Assistant Treasurer 	 
	 


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



TENNECO AUTOMOTIVE INC., a Delaware corporation




	 	 	 	 	 
	 	 	 
	By:  	/s/ John E. Kunz
 	 
	 	Name:  	John E. Kunz 	 
	 	Title:  	Vice President and Treasurer 	 
	 




6











 





OMNIBUS AMENDMENT NO. 3




AMENDMENT
NO. 3 TO RECEIVABLES SALE AGREEMENTS AND

AMENDMENT NO. 11 TO SECOND AMENDED AND RESTATED RECEIVABLES

PURCHASE AGREEMENT



          THIS
OMNIBUS AMENDMENT NO. 3, dated as of April 29, 2009 (this
“Amendment”), is by and among:





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




     (b)
The Pullman Company, a Delaware corporation
(“Pullman”),




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




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




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




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



W
I T N E S S E T H :





     WHEREAS,
Tenneco Operating and Seller are parties to that certain Receivables Sale Agreement, dated
as of October 31, 2000, between Tenneco Operating, as seller, and Seller, as purchaser, and Pullman
and Seller are parties to that certain Receivables Sale Agreement, dated as of December 27, 2000,
between Pullman, as seller, and Seller, as purchaser, as heretofore amended (collectively, the
“Receivables Sale Agreements”);



 









 






     WHEREAS, Seller, Tenneco Operating, the Liberty Street Group, the Falcon Group and the Agents are
parties to that certain Second Amended and Restated Receivables Purchase Agreement dated as of May
4, 2005, as heretofore amended (the “Receivables Purchase Agreement” and, together with the
Receivable Sale Agreements, the “Agreements”);




     WHEREAS, pursuant to the Receivables Sale Agreements, the Originators have sold, assigned,
transferred, set-over and otherwise conveyed to the Seller, and the Seller has acquired from the
Originators, certain Receivables arising in connection with the sale of goods or the rendering of
services by the Originators to, and the obligation to pay any Finance Charges by, General Motors
Corporation, Chrysler LLC and its/their respective Subsidiaries (the “Reassignment Receivables”),
all Related Security with respect to such Reassignment Receivables and all Collections with respect
to, and other proceeds of, such Reassignment Receivables (collectively, the “Reassignment Assets”);




     WHEREAS, pursuant to the Receivables Purchase Agreement, the Seller has sold, assigned, transferred
and conveyed all of the Seller’s right, title and interest in and to the Reassignment Assets;




     WHEREAS, the Seller has requested that the Purchasers sell, assign, transfer and reconvey all of
their right, title and interest in such Reassignment Assets;




     WHEREAS, each of the Purchasers on the terms and conditions set forth herein, agrees to sell,
assign, transfer and reconvey all of its right, title and interest in and to all of the
Reassignment Assets;




     WHEREAS, the Originators have requested that they be permitted to purchase the Reassignment Assets,
and the Seller desires to sell, assign, transfer and reconvey to the Originators such Reassignment
Assets; and




     WHEREAS, the parties wish to amend the Agreements on the terms and subject to the conditions
hereinafter set forth.



          NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:




          1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have their meanings
as attributed to such terms in the Agreements.





2









 








          2. Amendments.




          2.1. The following definition in the Receivables Purchase Agreement (and as incorporated by
reference in the Receivables Sale Agreements) is hereby amended and restated in its entirety to
read as follows:





     “Receivable” means all indebtedness and other obligations owed to Seller or an Originator (at the
time it arises, and before giving effect to any transfer or conveyance under a Receivables Sale
Agreement or hereunder) or in which Seller or an Originator has a security interest or other
interest, including, without limitation, any indebtedness, obligation or interest constituting an
account, chattel paper, instrument or general intangible, arising in connection with the sale of
goods or the rendering of services by such Originator and the obligation to pay any Finance Charges
with respect thereto; provided, however, in no event shall the term “Receivable” include any such
indebtedness or obligations (i) owed by any Subsidiary of Tenneco Automotive at any time, (ii) owed
by Delphi Corporation or any of its Subsidiaries if originated on or prior to October 9, 2005; or
(iii) owed by General Motors Corporation, Chrysler LLC or any of their respective Subsidiaries.
Indebtedness and other rights and obligations arising from any one transaction, including, without
limitation, indebtedness and other rights and obligations represented by an individual invoice,
shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other
rights and obligations arising from any other transaction; provided further, that any indebtedness,
rights or obligations referred to in the immediately preceding sentence shall be a Receivable
regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations
as a separate payment obligation.



          2.2. Notwithstanding Amendment No. 1, Amendment No. 4 and Amendment No. 8 to the Receivables
Purchase Agreement, the Seller, the Purchasers and the Agent hereby agree that their business
understanding was that the Commitment Fee and Unused Fee (in each case, under and as defined in the
then applicable Fee Letter) for each Group was to be computed on an amount equal to 102% of that
Group’s respective Percentage of the Purchase Limit.




          3. Reassignment of Assets.




          3.1 Subject to the Seller’s receipt of fair market value as determined by the parties (the
“Transfer Price”) in accordance with the terms hereof and the Seller’s and Tenneco Operating’s
agreements in Section 3.2 below, each of the Purchasers does hereby sell, assign, transfer and
reconvey to the Seller without recourse, representation or warranty (other than the absence of any
adverse claim created by it) all of its right, title and interest in and to the Reassignment
Assets. The Seller hereby agrees that except as set forth above the Seller shall have no recourse
against the Agents or the Purchasers with respect to the Reassignment Assets.




          3.2 Each of the Seller and Tenneco Operating, as servicer, agrees to hold the Transfer Price in
accordance with the provisions of the Receivables Purchase Agreement relating to Collections and to
apply the Transfer Price as Collections for purposes of the Receivables





3









 







Purchase Agreement on the date hereof (which application may be on a net, non-cash basis) and the
Agents and Purchasers agree to such application.




          3.3 Subject to the Seller’s receipt of the Transfer Price, the Seller does hereby sell, assign,
transfer and reconvey to each of the Originators, as applicable, without recourse, representation
or warranty, for the Transfer Price, all of the Seller’s right, title and interest in and to the
Reassignment Assets, in each case to the Originator who initially sold, transferred, assigned
and/or contributed such Reassignment Assets. Each of the Agents and Purchasers hereby consent to
such sale, assignment, transfer and reconveyance.




          3.4 Each party hereto agrees that, at any time and from time to time, upon the written request of
any other party hereto, it will execute, authorize and deliver such further documents and do such
further acts and things as the requesting party may reasonably request in order to effect the
purposes of this Section 3.




          4. Certain Representations. In order to induce the Agents and the Purchasers to enter into this
Amendment, each of the Companies hereby represents and warrants to the Agents and the Purchasers
that, both before and after giving effect to the amendments contained in Section 2 hereof, (a) no
Amortization Event or Potential Amortization Event exists and is continuing as of the Effective
Date (as defined in Section 5 below), (b) each of the Agreements to which such Company is a party,
as amended hereby, constitutes the legal, valid and binding obligations of such Company enforceable
against such Company in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting
creditors’ rights generally and by general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law and (c) each of such Company’s representations and
warranties contained in each of the Agreements to which it is a party is true and correct as of the
Effective Date as though made on such date (except for such representations and warranties that
speak only as of an earlier date).




          5. Effective Date. This Amendment shall become effective as of the date first above written (the
“Effective Date”) upon (a) receipt by the Administrative Agent of counterparts of this Amendment,
duly executed by each of the parties hereto, and consented to by the Performance Guarantor in the
space provided below, (b) receipt by the Administrative Agent of an opinion of the Originators’
counsel confirming that the reconveyance of the Reassignment Assets contemplated by Section 3 above
will not change the conclusions reached in the true sale and substantive non-consolidation opinions
rendered by Mayer, Brown & Platt on October 31, 2000 and December 27, 2000, (c) receipt by the
Co-Agent for the Falcon Group of an Aggregate Reduction in the amount
$9,184,000, which
constitutes the ratable portion of the Transfer Price payable to the Falcon Group and (d) receipt
by the Co-Agent for the Liberty Street Group of an Aggregate Reduction in the amount $7,216,000,
which constitutes the ratable portion of the Transfer Price payable to the Liberty Street Group.
The parties hereto acknowledge and agree that the payment of such Aggregate Reductions on the date
hereof shall satisfy the application of the Transfer Price as Collections as provided in Section
3.2 above.




          6. Ratification. Except as expressly modified hereby, each of the Agreements, as amended hereby, is
hereby ratified, approved and confirmed in all respects.





4









 








          7. Reference to Agreement. From and after the Effective Date hereof, each reference in the
Agreements to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all
references to the Agreements in any and all agreements, instruments, documents, notes, certificates
and other writings of every kind and nature shall be deemed to mean the Agreements, as amended by
this Amendment.




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




          9. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT
THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.




          10. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.





5









 








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




FALCON ASSET SECURITIZATION COMPANY LLC




By:
JPMorgan Chase Bank, N.A., Its attorney-in-fact




	 	 	 	 	 
	 	 	 
	By:  	/s/ John M. Kuhns
 	 
	 	Name: John M. Kuhns 	 
	 	Title: Executive Director 	 
	 


JPMORGAN
CHASE BANK, N.A., As a Committed Purchaser, as Falcon Agent and as Administrative Agent




	 	 	 	 	 
	 	 	 
	By:  	/s/
John M. Kuhns
 	 
	 	Name: John M. Kuhns 	 
	 	Title: Executive Director 	 
	 



LIBERTY STREET FUNDING LLC




	 	 	 	 	 
	 	 	 
	By:  	/s/ Jill A. Russo
 	 
	 	Name: Jill A. Russo 	 
	 	Title: Vice President 	 
	 



[SIGNATURE PAGE TO OMNIBUS AMENDMENT #3]
























 









 








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




	 	 	 	 	 
	 	 	 
	By:  	/s/ J. LAN EDWARDS
 	 
	 	Name: J. LAN EDWARDS 	 
	 	Title: MANAGING DIRECTOR 	 
	 



[SIGNATURE PAGE TO OMNIBUS AMENDMENT #3]





 









 








TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation




	 	 	 	 	 
	 	 	 
	By:  	/s/ John E. Kunz
 	 
	 	Name: John E. Kunz 	 
	 	Title: President 	 
	 



TENNECO AUTOMOTIVE OPERATING COMPANY INC.,

a Delaware corporation




	 	 	 	 	 
	 	 	 
	By:  	/s/ Gary Silha
 	 
	 	Name: Gary Silha 	 
	 	Title: Assistant Treasurer 	 
	 



THE PULLMAN COMPANY,

a Delaware corporation




	 	 	 	 	 
	 	 	 
	By:  	/s/ John E. Kunz
 	 
	 	Name: John E. Kunz 	 
	 	Title: Vice President — Treasurer & Tax 	 
	 


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




TENNECO INC., a Delaware corporation




	 	 	 	 	 
	 	 	 
	By:  	/s/ John E. Kunz
 	 
	 	Name: John E. Kunz 	 
	 	Title: Vice President —  Treasurer & Tax 	 
	 



[SIGNATURE
PAGE TO OMNIBUS AMENDMENT #3]





 











 





EXECUTION
VERSION

OMNIBUS
AMENDMENT NO. 4

AMENDMENT NO. 4 TO RECEIVABLES SALE AGREEMENTS 




          THIS
OMNIBUS AMENDMENT NO. 4, dated as of March 26, 2010 (this “Amendment”), is by and among:





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




     (b) The Pullman Company, a Delaware corporation (“Pullman”),




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




     (d) Tenneco Inc., a Delaware corporation, solely for the purpose specified on
the signature page hereto.



W I T N E S S E T H :





     WHEREAS, Tenneco Operating and Seller are parties to that certain Receivables
Sale Agreement, dated as of October 31, 2000, between Tenneco Operating, as seller,
and Seller, as purchaser, and Pullman and Seller are parties to that certain
Receivables Sale Agreement, dated as of December 27, 2000, between Pullman, as
seller, and Seller, as purchaser, as heretofore amended (collectively, the
“Receivables Sale Agreements”);




     WHEREAS, Seller, Tenneco Operating, Falcon Asset Securitization Company LLC, a
Delaware limited liability company, and Liberty Street Funding LLC, a Delaware
limited liability company, as conduits, the committed purchasers from time to time
party thereto, JPMorgan Chase Bank, N.A., a national banking association
(“JPMorgan”), The Bank of Nova Scotia, a Canadian chartered bank acting
through its New York Agency and Wells Fargo Bank, N.A., a national banking
association (“Wells Fargo”), as co-agents and JPMorgan, as administrative
agent (the “Agent”) are parties that certain Third Amended and Restated
Receivables Purchase Agreement, dated as of March 26, 2010 (as the same may from
time to time hereafter be amended, supplemented, restated or otherwise modified,
the “Receivables Purchase Agreement”);




     WHEREAS, the Seller, Tenneco Operating and Wells Fargo, as SLOT Agent (the
“SLOT Agent”) are parties that certain SLOT Receivables Purchase Agreement,
dated as of March 26, 2010 (as the same may from time to time hereafter be amended,
supplemented, restated or otherwise modified, the “SLOT
RPA” and collectively with the Receivables Sale Agreements and the
Receivables Purchase Agreement, the “Agreements”); and



 









 






     WHEREAS, the Seller, Tenneco Operating and Pullman desire to amend the
Receivables Sale Agreements on the terms and subject to the conditions hereinafter
set forth;



          NOW, THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:




          1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have
their meanings, as the context requires, as attributed to such terms in the Agreements.




          2. Amendments to Receivables Sale Agreements.





     2.1. Preliminary Statements. The Preliminary Statements of each of
the Receivables Sale Agreements are hereby amended to add the following statement:




     “Following the purchase of Receivables from Seller, Buyer will sell undivided
interests therein and in the associated Related Security and Collections pursuant
to that certain SLOT Receivables Purchase Agreement, dated as of March 26, 2010 (as
the same may from time to time hereafter be amended, supplemented, restated or
otherwise modified, the “SLOT RPA”) among Buyer, Tenneco Automotive Operating
Company Inc. and Wells Fargo Bank, N.A. or any successor agent appointed pursuant
to the terms of the SLOT RPA, as agent for the Purchasers from time to time party
thereto (in such capacity, the “SLOT Agent”).



          2.2. Section 1.2(b). Section 1.2(b) of each Receivables Sale Agreement shall be
amended and restated in its entirety to read as follows:





     “(b) It is the intention of the parties hereto that the sale of the Receivables
made hereunder shall constitute a true sale thereof, which sale is absolute and
irrevocable and provides Buyer with the full benefits of ownership of the
Receivables. Except for the Deemed Collections owed pursuant to Section 1.4, the
sale of Receivables hereunder is made without recourse to Seller; provided, however,
that (i) Seller shall be liable to Buyer for all representations, warranties,
covenants and indemnities made by Seller pursuant to the terms of the Transaction
Documents to which Seller is a party, and (ii) such sale does not constitute and is
not intended to result in an assumption by Buyer or any assignee thereof of any
obligation of Seller or any other Person arising in connection with the Receivables,
the related Contracts and/or other Related Security or any other obligations of
Seller. In view of the intention of the parties hereto that the sale of Receivables
made hereunder shall constitute a sale of such Receivables rather than a loan
secured thereby, Seller agrees that it will, on or prior to the Purchase Date and in
accordance with Section 4.1(e)(ii), mark its master data processing
records relating to the Receivables with a legend acceptable to Buyer (and to
the Agent and the SLOT Agent, each in its capacity as Buyer’s assignee), evidencing



2









 






that Buyer has purchased or otherwise acquired such Receivables as provided in this
Agreement and to note in its financial statements that Seller’s Receivables have
been sold or otherwise conveyed outright to Buyer. Upon the request of Buyer (or
the Agent or, subject to the Intercreditor Agreement, the SLOT Agent, each in its
capacity as Buyer’s assignee), Seller will execute and file such financing or
continuation statements, or amendments thereto or assignments thereof, and such
other instruments or notices, as may be necessary or appropriate to perfect and
maintain the perfection of Buyer’s ownership interest in the Receivables and the
Collections with respect thereto, or as Buyer (or the Agent or, subject to the
Intercreditor Agreement, the SLOT Agent, each in its capacity as Buyer’s assignee)
may reasonably request.”



          2.3. Section 1.3(a)(i). Section 1.3(a)(i) of each Receivables Sale Agreement shall be
amended by deleting the phrase “to the Agent for the benefit of the Purchasers under the
Receivables Sale Agreement” in its entirety and substituting the following phrase in lieu thereof:





     “to the Agent for the benefit of the Purchasers under the Receivables Purchase
Agreement or the SLOT Agent for the benefit of the SLOT Purchasers under the SLOT
RPA”



          2.4. Section 1.3(b). Clause first of Section 1.3(b) of each Receivables Sale
Agreement shall be amended by deleting the phrase “to the Agent for the benefit of the Purchasers
under the Receivables Sale Agreement” in its entirety and substituting the following phrase in lieu
thereof:





     “to the Agent for the benefit of the Purchasers under the Receivables Purchase
Agreement or the SLOT Agent for the benefit of the SLOT Purchasers under the SLOT
RPA”



          2.5. Section 1.3(c). Section 1.3(c) of each Receivables Sale Agreement shall be
amended by deleting the phrase “the Agent for the benefit of the Purchasers” in its entirety and
substituting the following phrase in lieu thereof:





     “to the Agent for the benefit of the Purchasers under the Receivables Purchase
Agreement or the SLOT Agent for the benefit of the SLOT Purchasers under the SLOT
RPA in accordance with the terms of the Intercreditor Agreement”



          2.6. Section 1.6(a). Section 1.6(a) of each Receivables Sale Agreement shall be
amended and restated in its entirety to read as follows:





     “(a) In connection with the Purchase of Receivables hereunder, Seller hereby
sells, transfers, assigns and otherwise conveys to Buyer all of Seller’s right and
title to, and interest in, the Records relating to all such Receivables, without the
need for any further documentation in connection with their conveyance or Purchase.
In connection with such transfer, Seller hereby grants to each of Buyer,
the Agent, the SLOT Agent and the Servicer an irrevocable, nonexclusive license
to use, without royalty or payment of any kind, all software used by Seller to



3









 






account for the Receivables, to the extent necessary to administer the Receivables,
whether such software is owned by Seller or is owned by others and used by Seller
under license agreements with respect thereto, provided that should the consent of
any licensor of Seller to such grant of the license described herein be required,
Seller hereby agrees that upon the request of Buyer (or the Agent or, subject to the
Intercreditor Agreement, the SLOT Agent, each in its capacity as Buyer’s assignee),
Seller will use its reasonable efforts to obtain the consent of such third-party
licensor. Each of the licenses granted hereby shall be irrevocable, and shall
terminate on the date this Agreement terminates in accordance with its terms.”



          2.7. Section 1.6(b). Section 1.6(b) of each Receivables Sale Agreement shall be
amended and restated in its entirety to read as follows:





     “(b) Seller (i) shall take such action reasonably requested by Buyer (and/or
the Agent or, subject to the Intercreditor Agreement, the SLOT Agent, each in its
capacity as Buyer’s assignee), from time to time hereafter, that may be necessary or
appropriate to ensure that Buyer and its assigns under the Receivables Purchase
Agreement have an enforceable ownership interest in the Records relating to the
Receivables purchased from or contributed by Seller hereunder, and (ii) shall use
its reasonable efforts to ensure that Buyer, the Agent, the SLOT Agent and the
Servicer each has an enforceable right (whether by license or sublicense or
otherwise) to use all of the computer software used to account for the Receivables
and/or to recreate such Records.”



          2.8. Section 4.1(a)(vi). Section 4.1(a)(vi) of each Receivables Sale Agreement shall
be amended by deleting the phrase “(and the Agent’s, as Buyer’s assignee)” in its entirety and
substituting the following phrase in lieu thereof:





     “(and, each in its capacity as Buyer’s assignee, the Agent’s or, subject to the
Intercreditor Agreement, the SLOT Agent’s)”



          2.9. Section 4.1(e)(ii). Section 4.1(e)(ii) of each Receivables Sale Agreement shall
be amended by deleting the phrase “describing the interest of the Agent (on behalf of the
Purchasers) under the Receivables Purchase Agreement” in its entirety and substituting the
following phrase in lieu thereof:





     “describing the interest of the Agent (on behalf of the Purchasers under the
Receivables Purchase Agreement) and the SLOT Agent (on behalf of the SLOT Purchasers
under the SLOT RPA)”



          2.10. Section 4.1(h). Section 4.1(h) of each Receivables Sale Agreement shall be
amended by deleting the phrase “the Agent and the Purchasers are entering into the transactions
contemplated by the Receivables Purchase Agreement” in its entirety and substituting the following
phrase in lieu thereof:





     “the Agent and the Purchasers under the Receivables Purchase Agreement and the
SLOT Agent and the SLOT Purchasers under the SLOT RPA are entering



4









 






into the transactions contemplated by the Receivables Purchase Agreement and the SLOT RPA, as
applicable,”



          2.11. Section 7.1. The last paragraph of Section 7.1 of each Receivables Sale
Agreement shall be amended and restated in its entirety to read as follows:





     “No provision of this Agreement may be amended, supplemented, modified or
waived except in writing signed by Seller and Buyer and, subject to the
Intercreditor Agreement, the Agent and the Financial Institutions in accordance with
the terms of and to the extent required under the Receivables Purchase Agreement and
the SLOT Agent and the SLOT Purchasers under the SLOT RPA in accordance with the
terms of and to the extent required under the SLOT RPA”



          2.12. Section 7.3(a). Section 7.3(a) of each Receivables Sale Agreement shall be
amended by deleting the phrase “the Agent for the benefit of the Purchasers under the Receivables
Purchase Agreement” in its entirety and substituting the following phrase in lieu thereof:





     “the Agent for the benefit of the Purchasers under the Receivables Purchase
Agreement and the SLOT Agent (for the benefit of the SLOT Purchasers under the SLOT
RPA)”



          2.13. Section 7.3(a)(i). Section 7.3(a)(i) of each Receivables Sale Agreement shall
be shall be amended and restated in its entirety to read as follows:





     “If Seller fails to perform any of its obligations hereunder, Buyer (or its
assigns) may (but shall not be required to) perform, or cause performance of, such
obligations, and Buyer’s (or such assigns’) costs and expenses incurred in
connection therewith shall be payable by Seller as provided in Section 6.2. Seller
irrevocably authorizes Buyer (and its assigns) at any time and from time to time in
the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns)
as its attorney(ies)-in-fact, to act on behalf of Seller (i) to execute on behalf of
Seller as debtor and to file financing statements necessary or desirable in Buyer’s
(or its assigns’) sole discretion to perfect and to maintain the perfection and
priority of the interest of Buyer in the Receivables and Related Security 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 Buyer (or its assigns) in their sole discretion deem necessary or
desirable to perfect and to maintain the perfection and priority of Buyer’s
interests in the Receivables. This appointment is coupled with an interest and is
irrevocable. From and after July 1, 2001: (A) Seller hereby authorizes Buyer (and
the Agent and, subject to the Intercreditor Agreement, the SLOT Agent, each in its
capacity as Buyer’s assignee) to file financing statements and other filing or
recording documents with respect to the Receivables and Related Security



5









 






(including any amendments thereto, or continuation or termination statements thereof), without
the signature o r other authorization of Seller, in such form and in such offices as
the Buyer or any of its assigns reasonably determines appropriate to perfect or
maintain the perfection of the security interest of Buyer and its assigns hereunder,
(B) Seller 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 and, subject to the Intercreditor Agreement, the SLOT Agent, each in its
capacity as Buyer’s assignee, consenting to the form and substance of such filing or
recording document, and (C) Seller approves, authorizes and ratifies any filings or
recordings made by or on behalf of the Agent or, subject to the Intercreditor
Agreement, the SLOT Agent, each in its capacity as Buyer’s assignee, in connection
with the perfection of the security interest in favor of Buyer or the Agent or the
SLOT Agent, as applicable, each in its capacity as Buyer’s assignee.”



          2.14. Section 7.4(a). Section 7.4(a) of each Receivables Sale Agreement shall be
shall be by deleting the phrase “the Agent” in its entirety and substituting the phrase “the Agent,
the SLOT Agent” in lieu thereof.




          2.15. Section 7.4(b). Section 7.4(b) of each Receivables Sale Agreement shall be
shall be amended and restated in its entirety to read as follows:





     “Anything herein to the contrary notwithstanding, Seller hereby consents to the
disclosure of any nonpublic information with respect to it (i) to Buyer, the Agent,
the Purchasers, the SLOT Agent and the SLOT Purchasers, (ii) by Buyer, the Agent,
the Purchasers, the SLOT Agent or the SLOT Purchasers, to any prospective or actual
assignee or participant of any of them; provided that such assignee or participant
agrees to be bound by the terms of this Section 7.4 and (iii) by the Agent, the
Purchasers, the SLOT Agent, the SLOT Purchasers, or Conduit, to any rating agency,
Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity
enhancement to Conduit or any entity organized for the purpose of purchasing, or
making loans secured by, financial assets for which the Agent or the SLOT Agent acts
as the administrative agent and to any officers, directors, employees, outside
accountants and attorneys of any of the foregoing, provided that each such Person is
informed of the confidential nature of such information. In addition, the
Purchasers, the Agent, the SLOT Purchasers 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).”



6









 





          2.16. Section 7.6. Section 7.6 of each Receivables Sale Agreement shall be shall be
amended and restated in its entirety to read as follows:





     “Except with respect to any claim arising out of the willful misconduct or
gross negligence of Conduit, the Agent, any Financial Institution, the SLOT Agent or
any SLOT Purchaser, no claim may be made by Seller or any other Person against the
Agent, the SLOT Agent, any of the Purchasers or any of the SLOT Purchasers 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 Seller hereby waives, releases, and agrees not to sue
upon any claim for any such special, indirect consequential or punitive damages,
whether or not accrued and whether or not known or suspected to exist in its favor.”



          2.17. Section 7.10(b). Section 7.10(b) of each Receivables Sale Agreement shall be
shall be amended and restated in its entirety to read as follows:





     “(b) This Agreement shall be binding upon and inure to the benefit of Seller,
Buyer and their respective successors and permitted assigns (including any trustee
in bankruptcy). None of Seller may assign any of its rights and obligations
hereunder or any interest herein without the prior written consent of Buyer. Buyer
may assign at any time its rights and obligations hereunder and interests herein to
any other Person without the consent of Seller. Without limiting the foregoing,
Seller acknowledges that Buyer, pursuant to the Receivables Purchase Agreement and
the SLOT RPA, may assign to the Agent, for the benefit of the Purchasers, or the
SLOT Agent, for the benefit of the SLOT Purchasers, its rights, remedies, powers and
privileges hereunder and that the Agent or, subject to the Intercreditor Agreement,
the SLOT Agent, may further assign such rights, remedies, powers and privileges to
the extent permitted in the Receivables Purchase Agreement or the SLOT RPA, as
applicable. Seller agrees that the Agent and the SLOT Agent, each as the assignee
of Buyer, shall, subject to the terms of the Receivables Purchase Agreement or the
SLOT RPA, as applicable, and the Intercreditor Agreement, have the right to enforce
this Agreement and to exercise directly all of Buyer’s rights and remedies under
this Agreement (including, without limitation, the right to give or withhold any
consents or approvals of Buyer to be given or withheld hereunder) and Seller agrees
to cooperate fully with the Agent and the SLOT Agent, as applicable, in the exercise
of such rights and remedies. 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 Seller pursuant to Article II; (ii) the
indemnification and payment provisions of Article VI; and (iii) Section 7.5
shall be continuing and shall survive any termination of this Agreement.”



7









 





          2.18. Exhibit I. The following definitions shall be added to Exhibit I of each
Receivables Sale Agreement in the appropriate alphabetical order:





     “SLOT Agent” has the meaning set forth in the Preliminary Statements to the
Agreement.




     “SLOT Purchaser” has the meaning set forth in the SLOT RPA.




     “SLOT RPA” has the meaning set forth in the Preliminary Statements to the
Agreement.



          2.19 Exhibit II to Receivables Sale Agreement (Tenneco Operating). Exhibit II to the
Receivables Sale Agreement between Tenneco Operating and the Seller shall be amended and restated
in its entirety and replaced with Exhibit I attached hereto.




          2.20 Exhibit III to Receivables Sale Agreement (Tenneco Operating). Exhibit III to
the Receivables Sale Agreement between Tenneco Operating and the Seller shall be amended and
restated in its entirety and replaced with Exhibit II attached hereto.




          2.22 Exhibit III to Receivables Sale Agreement (Pullman). Exhibit III to the
Receivables Sale Agreement between Pullman and the Seller shall be amended and restated in its
entirety and replaced with Exhibit III attached hereto.




          3. Amendments to Subordinated Note.





     3.1. Section 6. Section 6 of the Subordinated Note of each of the
Receivables Sale Agreements shall be hereby amended and restated in its entirety to
read as follows:




     “Amendments. This Subordinated Note shall not be amended or modified
except in accordance with Section 7.1 of the Receivables Sale Agreement. The terms
of this Subordinated Note may not be amended or otherwise modified without, subject
to the Intercreditor Agreement, the prior written consent of the Agent for the
benefit of the Purchasers and the SLOT Agent for the benefit of the SLOT
Purchasers.”




     3.2. Section 9. Section 9 of the Subordinated Note of each of the
Receivables Sale Agreements shall be hereby amended and restated in its entirety to
read as follows:




     “Assignment. This Subordinated Note may not be assigned, pledged or
otherwise transferred to any party other than Seller without, subject to the
Intercreditor Agreement, the prior written consent of the Agent for the benefit of
the Purchasers and the SLOT Agent for the benefit of the SLOT Purchasers.”



          4. Certain Representations. Each of the Companies hereby represents and warrants to
the Agent, the Purchasers, the SLOT Agent and the SLOT Purchasers that, both before and after
giving effect to the amendments contained in Section 2 hereof, (a) no





8









 







Amortization Event or Potential Amortization Event exists and is continuing as of the Effective Date (as defined in
Section 5 below), (b) each of the Agreements to which such Company is a party, as amended
hereby, constitutes the legal, valid and binding obligations of such Company enforceable against
such Company in accordance with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’
rights generally and by general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law and (c) each of such Company’s representations and warranties
contained in each of the Agreements to which it is a party is true and correct as of the Effective
Date as though made on such date (except for such representations and warranties that speak only as
of an earlier date).




          5. Effective Date. This Amendment shall become effective as of the date first above
written (the “Effective Date”) upon receipt by the Agent and the SLOT Agent of counterparts of this
Amendment, duly executed by each of the parties hereto, and consented to by the Performance
Guarantor in the space provided below.




          6. Ratification. Except as expressly modified hereby, each of the Receivables Sale
Agreements, as amended hereby, is hereby ratified, approved and confirmed in all respects.




          7. Reference to Agreement. From and after the Effective Date hereof, each reference
in the Receivables Sale Agreements to “this Agreement”, “hereof”, or “hereunder” or words of like
import, and all references to the Receivables Sale Agreements in any and all agreements,
instruments, documents, notes, certificates and other writings of every kind and nature shall be
deemed to mean the Receivables Sale Agreements, as amended by this Amendment.




          8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.




          9. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement.






9









 








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




	 	 	 	 	 
	TENNECO AUTOMOTIVE RSA COMPANY, 


a Delaware corporation

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	TENNECO AUTOMOTIVE OPERATING COMPANY INC.,


a Delaware corporation

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	THE PULLMAN COMPANY,

a Delaware corporation

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


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




	 	 	 	 	 
	TENNECO INC.,
a Delaware corporation

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT I




PLACES OF BUSINESS; LOCATIONS OF RECORDS;

FEDERAL EMPLOYER IDENTIFICATION NUMBER(S); OTHER NAMES



Places of Business and Locations of Records:



Chief Executive Office

500 North Field Drive

Lake Forest, IL 60045



Other Place of Business

1 International Drive

Monroe, Michigan 48161




Federal Employer Identification Number:



74-1933558




Prior Legal Names (in past 5 years):



n/a




Trade and Assumed Names:



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

NAS-Walker Manufacturing

National Account Sales

Performance Industries Inc.

Perfection and any variation thereof

Thrush and any variation thereof








11









 








EXHIBIT II

LOCK-BOXES; COLLECTION ACCOUNTS; COLLECTION BANKS



[Intentionally Omitted]


12









 






EXHIBIT III

LOCK-BOXES; COLLECTION ACCOUNTS; COLLECTION BANKS



[Intentionally Omitted]

13