exv10w5






Exhibit 10.5




FOURTH AMENDED AND RESTATED PERFORMANCE UNDERTAKING




     THIS FOURTH AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking"), dated as of
March 26, 2010, is executed by Tenneco Inc., a Delaware corporation (the “Performance Guarantor")
in favor of Tenneco Automotive RSA Company, a Delaware corporation (together with its successors
and assigns, “Recipient"), and amends and restates in its entirety that certain Third Amended and
Restated Performance Undertaking dated as of May 4, 2005 by the Performance Guarantor in favor of
the Recipient.



RECITALS





	1	 	Tenneco Automotive Operating Company, a Delaware corporation (“Tenneco Operating"), and
Recipient have entered into a Receivables Sale Agreement, dated as of October 31, 2000, and
The Pullman Company, a Delaware corporation (“Pullman"), and Recipient have entered into a
Receivables Sale Agreement, dated as of December 27, 2000 (each of the foregoing, as amended,
restated or otherwise modified from time to time, a “Sale Agreement” and collectively, the
“Sale Agreements"), pursuant to which Tenneco Operating or Pullman, as the case may be, is
selling and/or contributing its right, title and interest in its accounts receivable to
Recipient subject to the terms and conditions contained therein.
	 
	2	 	Performance Guarantor owns, directly or indirectly, one hundred percent (100%) of the capital
stock of Tenneco Operating, Pullman and Recipient, and each of Tenneco Operating and Pullman
(and, accordingly, Performance Guarantor) is expected to receive substantial direct and
indirect benefits from their sale or contribution of receivables to Recipient pursuant to the
Sale Agreements (which benefits are hereby acknowledged).
	 
	3	 	As an inducement for Recipient to acquire Pullman’s accounts receivable, and to continue to
acquire Tenneco Operating’s accounts receivable, pursuant to the Sale Agreements, Performance
Guarantor has agreed to guaranty the due and punctual performance by each of Tenneco Operating
and Pullman of its obligations under the applicable Sale Agreement, as well as Tenneco
Operating’s Servicing Related Obligations (as hereinafter defined).
	 
	4	 	Performance Guarantor wishes to guaranty the due and punctual performance by (a) Tenneco
Operating of its obligations to Recipient under or in respect of the Sale Agreement to which
Tenneco Operating is a party and its Servicing Related Obligations (as hereinafter defined),
as provided herein, and (b) Pullman of its obligations to Recipient under or in respect of the
Sale Agreement to which Pullman is a party.




 









 











AGREEMENT




     NOW, THEREFORE, Performance Guarantor hereby agrees as follows:


          Section 1. Definitions. Capitalized terms used herein and not defined herein shall
have the respective meanings assigned thereto in the Sale Agreements or the Purchase Agreement (as
hereinafter defined). In addition:



     “Guaranteed Obligations” means, collectively: (a) all covenants, agreements, terms,
conditions and indemnities to be performed and observed by Tenneco Operating or Pullman under and
pursuant to the Sale Agreement to which it is a party and each other document executed and
delivered by Tenneco Operating or Pullman pursuant to the Sale Agreement to which it is a party,
including, without limitation, the due and punctual payment of all sums which are or may become due
and owing by Tenneco Operating or Pullman under the Sale Agreement to which it is a party, whether
for fees, expenses (including counsel fees), indemnified amounts or otherwise, whether upon any
termination or for any other reason and (b) all obligations of Tenneco Operating (i) as Servicer
under (x) the Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010
by and among Recipient, Tenneco Operating, as Servicer, Falcon Asset Securitization Company LLC,
Liberty Street Funding LLC, the Committed Purchasers, the Bank of Nova Scotia, New York Agency, as
Liberty Street Agent, Wells Fargo Bank, N.A., as Wells Fargo Agent, and JPMorgan Chase Bank, N.A.,
as Falcon Agent and Administrative Agent (as amended, restated or otherwise modified, the “First
Lien Purchase Agreement") and (y) the SLOT Receivables Purchase Agreement, dated as of March 26,
2010 by and among Recipient, Tenneco Operating, as Servicer, Wells Fargo Bank, N.A., as Wells
Fargo Agent and Second Lien Agent (as amended, restated or otherwise modified, the “Second Lien
Purchase Agreement” and, together with the First Lien Purchase Agreement, the “Purchase
Agreements”; the Purchase Agreements and the Sale Agreements, collectively, the “Agreements") or
(ii) which arise pursuant to Sections 8.2, 8.3 or 14.4(a) of either Purchase Agreement as a result
of its termination as Servicer (all such obligations under this clause (b), collectively, the
“Servicing Related Obligations").


          Section 2. Guaranty of Performance of Guaranteed Obligations. Performance Guarantor
hereby guarantees to Recipient, the full and punctual payment and performance by each of Tenneco
Operating and Pullman of its Guaranteed Obligations. This Undertaking is an absolute,
unconditional and continuing guaranty of the full and punctual performance of all Guaranteed
Obligations of each of Tenneco Operating and Pullman under the Agreements to which it is a party
and each other document executed and delivered by Tenneco Operating or Pullman pursuant to such
Agreements and is in no way conditioned upon any requirement that Recipient first attempt to
collect any amounts owing by Tenneco Operating or Pullman to Recipient, the Agents, the Second Lien
Agent, the Purchasers or the Second Lien Purchasers from any other Person or resort to any
collateral security, any balance of any deposit account or credit on the books of Recipient, any
Agent, the Second Lien Agent, any Purchaser or any Second Lien Purchaser in favor of Tenneco
Operating or Pullman or any other Person or other means of obtaining payment. Should Tenneco
Operating or Pullman default in the payment or performance of any of its Guaranteed Obligations,
Recipient (or its assigns) may cause the immediate performance by Performance Guarantor of such
Guaranteed Obligations and cause any payment Guaranteed Obligations to become forthwith due and
payable to Recipient (or its



2









 








assigns), without demand or notice of any nature (other than as expressly provided herein),
all of which are hereby expressly waived by Performance Guarantor. Notwithstanding the foregoing,
this Undertaking is not a guarantee of the collection of any of the Receivables and Performance
Guarantor shall not be responsible for any Guaranteed Obligations to the extent the failure to
perform such Guaranteed Obligations by Tenneco Operating or Pullman results from Receivables being
uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related
Obligor; provided that nothing herein shall relieve Tenneco Operating or Pullman from performing in
full its Guaranteed Obligations under the Agreements to which it is a party or Performance
Guarantor of its undertaking hereunder with respect to the full performance of such duties.



          Section 3. Performance Guarantor’s Further Agreements to Pay. Performance Guarantor
further agrees, as the principal obligor and not as a guarantor only, to pay to Recipient (and its
assigns), forthwith upon demand in funds immediately available to Recipient, all reasonable costs
and expenses (including court costs and reasonable legal expenses) incurred or expended by
Recipient in connection with the Guaranteed Obligations, this Undertaking and the enforcement
thereof, together with interest on amounts recoverable under this Undertaking from the time when
such amounts become due until payment, at a rate of interest (computed for the actual number of
days elapsed based on a 365-, or when appropriate, 366-day year) equal to the Prime Rate plus 2%
per annum, such rate of interest changing when and as the Prime Rate changes.


          Section 4. Waivers by Performance Guarantor. Performance Guarantor waives notice of
acceptance of this Undertaking, notice of any action taken or omitted by Recipient (or its assigns)
in reliance on this Undertaking, and any requirement that Recipient (or its assigns) be diligent or
prompt in making demands under this Undertaking, giving notice of any Termination Event,
Amortization Event, other default or omission by Tenneco Operating or Pullman or asserting any
other rights of Recipient under this Undertaking. Performance Guarantor warrants that it has
adequate means to obtain from Tenneco Operating or Pullman, as the case may be, on a continuing
basis, information concerning the financial condition of Tenneco Operating or Pullman, as
applicable, and that it is not relying on Recipient to provide such information, now or in the
future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be
available in respect of the Guaranteed Obligations by virtue of any statute of limitations,
valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise
under the law of suretyship, including impairment of collateral. Recipient (and its assigns) shall
be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and
without relieving Performance Guarantor of any liability under this Undertaking, to deal with
Tenneco Operating and Pullman and with each other party who now is or after the date hereof becomes
liable in any manner for any of the Guaranteed Obligations, in such manner as Recipient in its sole
discretion deems fit, and to this end Performance Guarantor agrees that the validity and
enforceability of this Undertaking, including without limitation, the provisions of Section 7
hereof, shall not be impaired or affected by any of the following: (a) any extension, modification
or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or
any part thereof or any agreement relating thereto at any time; (b) any failure or omission to
enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof
or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any
part thereof; (c) any waiver of any right, power or remedy or of any



3









 








Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations
or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise,
settlement, waiver, subordination or modification, with or without consideration, of any other
obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof;
(e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the
genuineness, enforceability or validity of any agreement relating thereto or with respect to the
Guaranteed Obligations or any part thereof; (f) the application of payments received from any
source to the payment of any payment obligations of Tenneco Operating or Pullman or any part
thereof or amounts which are not covered by this Undertaking even though Recipient (or its assigns)
might lawfully have elected to apply such payments to any part or all of the payment obligations of
Tenneco Operating or Pullman or to amounts which are not covered by this Undertaking; (g) the
existence of any claim, setoff or other rights which Performance Guarantor may have at any time
against Tenneco Operating or Pullman in connection herewith or any unrelated transaction; (h) any
assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the
part of Tenneco Operating or Pullman to perform or comply with any term of the Agreements or any
other document executed in connection therewith or delivered thereunder, all whether or not
Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the
foregoing clauses (a) through (i) of this Section 4.



          Section 5. Unenforceability of Guaranteed Obligations Against Tenneco Operating or
Pullman. Notwithstanding (a) any change of ownership of Tenneco Operating or Pullman or the
insolvency, bankruptcy or any other change in the legal status of Tenneco Operating or Pullman; (b)
the change in or the imposition of any law, decree, regulation or other governmental act which does
or might impair, delay or in any way affect the validity, enforceability or the payment when due of
the Guaranteed Obligations; (c) the failure of Tenneco Operating or Pullman or Performance
Guarantor to maintain in full force, validity or effect or to obtain or renew when required all
governmental and other approvals, licenses or consents required in connection with the Guaranteed
Obligations or this Undertaking, or to take any other action required in connection with the
performance of all obligations pursuant to the Guaranteed Obligations or this Undertaking; or (d)
if any of the moneys included in the Guaranteed Obligations have become irrecoverable from Tenneco
Operating or Pullman for any other reason other than final payment in full of the payment
Guaranteed Obligations in accordance with their terms, this Undertaking shall nevertheless be
binding on Performance Guarantor. This Undertaking shall be in addition to any other guaranty or
other security for the Guaranteed Obligations, and it shall not be rendered unenforceable by the
invalidity of any such other guaranty or security. In the event that acceleration of the time for
payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or
reorganization of Tenneco Operating or Pullman or for any other reason with respect to Tenneco
Operating or Pullman, all such amounts then due and owing with respect to the Guaranteed
Obligations under the terms of the Agreements, or any other agreement evidencing, securing or
otherwise executed in connection with the Guaranteed Obligations, shall be immediately due and
payable by Performance Guarantor.


          Section 6. Representations and Warranties. Performance Guarantor hereby represents
and warrants to Recipient that:



4









 







          (a) Existence and Standing. Performance Guarantor is a corporation duly organized,
validly existing and in good standing under the laws of its state of incorporation. Performance
Guarantor 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) Authorization, Execution and Delivery; Binding Effect. The execution and delivery
by Performance Guarantor of this Undertaking, and the performance of its obligations hereunder, are
within its corporate powers and authority and have been duly authorized by all necessary corporate
action on its part. This Undertaking has been duly executed and delivered by Performance
Guarantor. This Undertaking constitutes the legal, valid and binding obligation of Performance
Guarantor enforceable against Performance Guarantor 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).


          (c) No Conflict; Government Consent. The execution and delivery by Performance
Guarantor of this Undertaking, and the performance of its obligations hereunder do not contravene
or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or
regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to
which it is a party or by which it or any of its property is bound, or (iv) any order, writ,
judgment, award, injunction or decree binding on or affecting it or its property, and do not result
in the creation or imposition of any Adverse Claim on assets of Performance Guarantor 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.


          (d) Financial Statements. The consolidated financial statements of Performance
Guarantor and its consolidated Subsidiaries dated as of December 31, 2009 heretofore delivered to
Recipient have been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present in all material respects the consolidated financial
condition and results of operations of Performance Guarantor and its consolidated Subsidiaries as
of such dates and for the periods ended on such dates. Since the later of (i) December 31, 2009
and (ii) the last time this representation was made or deemed made, no event has occurred which
would or could reasonably be expected to have a Material Adverse Effect.


          (e) Taxes. Performance Guarantor has filed all United States federal tax returns and
all other tax returns which are required to be filed and have paid all taxes due pursuant to said
returns or pursuant to any assessment received by Performance Guarantor or any of its Subsidiaries,
except such taxes, if any, as are being contested in good faith and as to which adequate reserves
have been provided. No federal or state tax liens have been filed and no claims are being asserted
with respect to any such taxes. The charges, accruals and reserves on the books of Performance
Guarantor in respect of any taxes or other governmental charges are adequate.



5









 







          (f) Litigation and Contingent Obligations. Except as disclosed in the filings made by
Performance Guarantor with the Securities and Exchange Commission, there are no actions, suits or
proceedings pending or, to the best of Performance Guarantor’s knowledge threatened against or
affecting Performance Guarantor 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 on (i) the
business, properties, condition (financial or otherwise) or results of operations of Performance
Guarantor and its Subsidiaries taken as a whole, (ii) the ability of Performance Guarantor to
perform its obligations under this Undertaking, or (iii) the validity or enforceability of any of
this Undertaking or the rights or remedies of Recipient hereunder. Performance Guarantor does not
have any material Contingent Obligations not provided for or disclosed in the financial statements
referred to in Section 6(d).


          Section 7. Subrogation; Subordination. Notwithstanding anything to the contrary
contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a)
will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient,
any Agent, the Second Lien Agent, any Purchaser or any Second Lien Purchaser against Tenneco
Operating or Pullman, (b) hereby waives all rights of subrogation (whether contractual, under
Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims
of Recipient, the Agents, the Second Lien Agent, the Purchasers and the Second Lien Purchasers
against Tenneco Operating or Pullman and all contractual, statutory or legal or equitable rights of
contribution, reimbursement, indemnification and similar rights and “claims” (as that term is
defined in the United States Bankruptcy Code) which Performance Guarantor might now have or
hereafter acquire against Tenneco Operating or Pullman that arise from the existence or performance
of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or
counterclaim against Tenneco Operating or Pullman in respect of any liability of Performance
Guarantor to Tenneco Operating or Pullman and (d) waives any benefit of and any right to
participate in any collateral security which may be held by Recipient, the Agents, the Second Lien
Agent, the Purchasers or the Second Lien Purchasers. The payment of any amounts due with respect to
any indebtedness of Tenneco Operating or Pullman now or hereafter owed to Performance Guarantor is
hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance
Guarantor agrees that, after the occurrence of any default in the payment or performance of any of
the Guaranteed Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to
collect any such indebtedness of Tenneco Operating or Pullman to Performance Guarantor until all of
the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the
foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect
of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such
amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient
(and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed
Obligations without affecting in any manner the liability of Performance Guarantor under the other
provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not
in derogation of any rights and remedies of Recipient under any separate subordination agreement
which Recipient may at any time and from time to time enter into with Performance Guarantor.


          Section 8. Termination of Performance Undertaking. Performance Guarantor’s
obligations hereunder shall continue in full force and effect until all Aggregate Unpaids are



6









 








finally paid and satisfied in full and the Purchase Agreement is terminated, provided that
this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at
any time payment or other satisfaction of any of the Guaranteed Obligations is rescinded or must
otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of Tenneco
Operating or Pullman or otherwise, as though such payment had not been made or other satisfaction
occurred, whether or not Recipient (or its assigns) is in possession of this Undertaking. No
invalidity, irregularity or unenforceability by reason of the federal bankruptcy code or any
insolvency or other similar law, or any law or order of any government or agency thereof purporting
to reduce, amend or otherwise affect the Guaranteed Obligations shall impair, affect, be a defense
to or claim against the obligations of Performance Guarantor under this Undertaking.



          Section 9. Effect of Bankruptcy. This Performance Undertaking shall survive the
insolvency of Tenneco Operating or Pullman and the commencement of any case or proceeding by or
against Tenneco Operating or Pullman under the federal bankruptcy code or other federal, state or
other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the
federal bankruptcy code with respect to Tenneco Operating or Pullman or other federal, state or
other applicable bankruptcy, insolvency or reorganization statutes to which Tenneco Operating or
Pullman is subject shall postpone the obligations of Performance Guarantor under this Undertaking.


          Section 10. Setoff. Regardless of the other means of obtaining payment of any of the
Guaranteed Obligations, Recipient (and its assigns) is hereby authorized at any time and from time
to time, without notice to Performance Guarantor (any such notice being expressly waived by
Performance Guarantor) and to the fullest extent permitted by law, to set off and apply any
deposits and other sums against the obligations of Performance Guarantor under this Undertaking,
whether or not Recipient (or any such assign) shall have made any demand under this Undertaking and
although such obligations may be contingent or unmatured.


          Section 11. Taxes. All payments to be made by Performance Guarantor hereunder shall
be made free and clear of any deduction or withholding. If Performance Guarantor is required by
law to make any deduction or withholding on account of tax or otherwise from any such payment, the
sum due from it in respect of such payment shall be increased to the extent necessary to ensure
that, after the making of such deduction or withholding, Recipient receive a net sum equal to the
sum which they would have received had no deduction or withholding been made.


          Section 12. Further Assurances. Performance Guarantor agrees that it will from time
to time, at the request of Recipient (or its assigns), provide information relating to the business
and affairs of Performance Guarantor as Recipient may reasonably request. Performance Guarantor
also agrees to do all such things and execute all such documents as Recipient (or its assigns) may
reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect
and preserve the rights and powers of Recipient hereunder.


          Section 13. Successors and Assigns. This Performance Undertaking shall be binding
upon Performance Guarantor, its successors and permitted assigns, and shall inure to the benefit of
and be enforceable by Recipient and its successors and assigns. Performance



7









 








Guarantor may not assign or transfer any of its obligations hereunder without the prior
written consent of each of Recipient and the Agents. Without limiting the generality of the
foregoing sentence, Recipient may assign or otherwise transfer the Agreements, any other documents
executed in connection therewith or delivered thereunder or any other agreement or note held by
them evidencing, securing or otherwise executed in connection with the Guaranteed Obligations, or
sell participations in any interest therein, to any other entity or other person, and such other
entity or other person shall thereupon become vested, to the extent set forth in the agreement
evidencing such assignment, transfer or participation, with all the rights in respect thereof
granted to the Beneficiaries herein.



          Section 14. Amendments and Waivers. No amendment or waiver of any provision of this
Undertaking nor consent to any departure by Performance Guarantor therefrom shall be effective
unless the same shall be in writing and signed by Recipient, the Agents and Performance Guarantor.
No failure on the part of Recipient to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other right.


          Section 15. Notices. All notices and other communications provided for hereunder
shall be made in writing and shall be addressed as follows: if to Performance Guarantor, at the
address set forth beneath its signature hereto, and if to Recipient, at the addresses set forth
beneath its signature hereto, or at such other addresses as each of Performance Guarantor or any
Recipient may designate in writing to the other. Each such notice or other communication shall be
effective (1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three (3)
Business Days after the time such communication is deposited in the mail with first class postage
prepaid or (3) if given by any other means, when received at the address specified in this Section
15.


          Section 16. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.


          Section 17. CONSENT TO JURISDICTION. EACH OF PROVIDER AND RECIPIENT HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS
STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
UNDERTAKING, THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED
THEREUNDER AND EACH OF PROVIDER AND RECIPIENT 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.


          Section 18. Bankruptcy Petition. Performance Guarantor hereby covenants and agrees
that, prior to the date that is one year and one day after the payment in full of all



8









 








outstanding senior Indebtedness of each Conduit, it will not institute against, or join any
other Person in instituting against, such 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.



          Section 19. Miscellaneous. This Undertaking constitutes the entire agreement of
Performance Guarantor with respect to the matters set forth herein. The rights and remedies herein
provided are cumulative and not exclusive of any remedies provided by law or any other agreement,
and this Undertaking shall be in addition to any other guaranty of or collateral security for any
of the Guaranteed Obligations. The provisions of this Undertaking are severable, and in any action
or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors generally, if the obligations of
Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or
unenforceable on account of the amount of Performance Guarantor’s liability under this Undertaking,
then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such
liability shall, without any further action by Performance Guarantor or Recipient, be automatically
limited and reduced to the highest amount that is valid and enforceable as determined in such
action or proceeding. Any provisions of this Undertaking 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 specified, references herein to “Section” shall mean a
reference to sections of this Undertaking.



<signature page follows>



9









 





     IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be executed and
delivered as of the date first above written.



	 	 	 	 	 
	 	TENNECO INC.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address for Notices:




500 North Field Drive

Lake Forest, IL 60045

Attention: John E. Kunz

Phone: (847) 482-5163

Fax: (847) 482-5125




Signature Page to Fourth Amended and Restated Performance Undertaking