exv10w1






Exhibit 10.1




Execution Version




AMENDMENT NO. 12 TO SECOND AMENDED AND RESTATED RECEIVABLES

PURCHASE AGREEMENT




          THIS AMENDMENT NO. 12, dated as of June 25, 2009 (this “Amendment”),
is by and among:





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




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




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




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




     (e) JPMorgan Chase, 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”).



WITNESSETH:





     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




     WHEREAS, the parties wish to amend the Receivables Purchase Agreement 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 Receivables Purchase Agreement.




 









 





          2. Amendments.




          2.1. Section 9.1 (f)(iii) of the Receivables Purchase Agreement is hereby amended and
restated in its entirety to read as follows:





     (iii) the average of the Dilution Ratio for each of the three (3) months then most
recently ended shall exceed 4.50%.



          2.2. The definition of “Receivable” in the Receivables Purchase Agreement (and as incorporated
by reference in the Receivables Sale Agreements) is hereby amended to add the following sentence at
the end thereof:





For the avoidance of doubt “Receivable” shall not include any indebtedness and other
obligations owed to Seller or an Originator from Chrysler LLC that was subsequently
assumed by Chrysler Group LLC, but it shall include any indebtedness and other
obligations owed to Seller or an Originator from Chrysler Group LLC or any of its
Subsidiaries arising from the sale of goods or provision of services directly to
Chrysler Group LLC or any of its Subsidiaries from and after
June 10, 2009.



          3. Certain Representations. In order to induce the Agents and the Purchasers to enter
into this Amendment, each of the Seller Parties hereby represents and warrants to the Agents and
the Purchasers that, 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) the Receivables Purchase Agreement, as
amended hereby, constitutes the legal, valid and binding obligations of such Seller Party
enforceable against such Seller Party in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to
or limiting creditors’ rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law and (c) each of such Seller Party’s
representations and warranties contained in the Receivables Purchase Agreement is true and correct
as of the 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 Receivables Purchase
Agreement, 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 Receivables Purchase Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like
import, and all references to the Receivables Purchase Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of every kind and




2









 




nature shall be deemed to mean the Receivables Purchase Agreement, as amended by this
Amendment.




          7. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees, and
out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the
Agents, 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.




<Signature pages follow>





3









 








Execution Version




          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: 

Name:

	 	/s/ John M. Kuhns
 

John M. Kuhns
	 	 
	Title:

	 	Executive Director	 	 






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




	 	 	 	 	 
	By: 

Name:

	 	/s/ John M. Kuhns
 

John M. Kuhns
	 	 
	Title:

	 	Executive Director	 	 






[SIGNATURE
PAGE TO RECEIVABLES PURCHASE AGREEMENT AMENDMENTS #12]





 









 








LIBERTY STREET FUNDING LLC




	 	 	 	 	 
	By: 

Name:

	 	/s/ Jill A. Russo
 

Jill A. Russo
	 	 
	Title:

	 	Vice President	 	 






[SIGNATURE PAGE TO RECEIVABLES PURCHASE AGREEMENT AMENDMENT #12]




 









 





Execution Version




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




	 	 	 	 	 
	By: 

Name:

	 	/s/ Darren Ward
 

DARREN WARD
	 	 
	Title:

	 	DIRECTOR	 	 






[SIGNATURE PAGE TO RECElVABLES PURCHASE AGREEMENT AMENDMENT #12]





 









 








Execution Version




TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ John E. Kunz
 

John E. Kunz
	 	 
	Title:

	 	President	 	 






TENNECO AUTOMOTIVE OPERATING COMPANY INC.,

a Delaware corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ Gary Silha
 

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 INC., a Delaware corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ John E. Kunz
 

John E. Kunz
	 	 
	Title:

	 	Vice President and Treasurer	 	 






[SIGNATURE PAGE TO RECEIVABLES PURCHASE AGREEMENT AMENDMENT #12]