exv10w2






Exhibit 10.2




AMENDMENT NO. 13 TO SECOND AMENDED AND RESTATED RECEIVABLES

PURCHASE AGREEMENT




          THIS AMENDMENT NO. 13, dated as of July 31, 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”).



W I T N E S S E T H :





     WHEREAS, Seller, Tenneco Operating, the Liberty Street Group, the Falcon Group
and the Agents are parties to that certain Second Amended and Restated Receivables
Purchase Agreement dated as of May 4, 2005, as heretofore amended (the “Receivables
Purchase Agreement”); 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% for any three-month period ending prior to
October 31, 2009, or 4.00% for any three-month period ending on or after October 31,
2009.



          2.2. The last sentence of 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:





For the avoidance of doubt “Receivable” (i) 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, and
(ii) shall not include any indebtedness and other obligations owed to Seller or an
Originator from General Motors Corporation that was subsequently assumed by General
Motors Company, but it shall include any indebtedness and other obligations owed to
Seller or an Originator from General Motors Company or any of its Subsidiaries
arising from the sale of goods or provision of services directly to General Motors
Company or any of its Subsidiaries from and after July 17, 2009.



          2.3. The definition of “Concentration Limit” in the Receivables Purchase Agreement is hereby
amended and restated in its entirety to read as follows:





     “Concentration Limit” means, at any time, for any Obligor, 3.6% of the
aggregate Outstanding Balance of all Eligible Receivables after subtracting the Pass
Through Reserve, the Warranty Reserve and the Price Give Back Accrual, or such other
higher amount (a “Special Concentration Limit”) for such Obligor designated by the
Administrative Agent; provided that in the case of an Obligor and any Affiliate of
such Obligor, the Concentration Limit shall be calculated as if such Obligor and
such Affiliate are one Obligor; and provided, further, that any
Agent may, upon not less than ten (10) Business Days’ notice to Seller, cancel any
Special Concentration Limit. As of July 31, 2009, and subject to cancellation as
described above, (i) any Obligor and its Affiliates shall have a Special
Concentration Limit equal to 6% of aggregate Outstanding Balance of all Eligible
Receivables after subtracting the Pass Through Reserve, the Warranty Reserve and the
Price Give Back Accrual, so long as such Obligor’s long term debt ratings equal or
exceed “BBB-” from Standard & Poor’s, a division of the McGraw-Hill Companies
(“S&P”) and “Baa3” from Moody’s Investors Service, Inc. (“Moody’s”); and if the
Obligor is Genuine Auto Parts (NAPA), so long as an



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S&P long term debt shadow rating equal to or in excess of “A-” is obtained; and
(ii) the Special Concentration Limits of (a) Ford Motor Company and its Affiliates
shall be equal to the lesser of 4.5% of Eligible Receivables or 50% of the Loss
Reserve Floor, and (b) General Motors Company and its Affiliates shall be equal to
the lesser of 4.5% of Eligible Receivables or 50% of the Loss Reserve Floor.



          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 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.




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          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>




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




FALCON ASSET SECURITIZATION COMPANY LLC




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




	 	 	 	 	 
	By:
	 	/s/ John M. Kuhns  

	 	 
	Name:

	 	John M. Kuhns
	 	 
	Title:
	 	Executive Director 	 	 






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




	 	 	 	 	 
	By:
	 	/s/ John M. Kuhns  

	 	 
	Name:

	 	John M. Kuhns
	 	 
	Title:
	 	Executive Director 	 	 






[SIGNATURE PAGE TO RECEIVABLES PURCHASE AGREEMENT AMENDMENT #13]




 









 





LIBERTY STREET FUNDING LLC




	 	 	 	 	 
	By:
	 	/s/ Jill A.
Russo  

	 	 
	Name:

	 	Jill A. Russo
	 	 
	Title:
	 	Vice President 	 	 






[SIGNATURE PAGE TO RECEIVABLES PURCHASE AGREEMENT AMENDMENT #13]




 









 





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




	 	 	 	 	 
	By:
	 	/s/ Darren Ward  

	 	 
	Name:

	 	Darren Ward
	 	 
	Title:
	 	Director 	 	 






[SIGNATURE PAGE TO RECEIVABLES PURCHASE AGREEMENT AMENDMENT #13]




 









 





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 	 	 





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 and Treasurer 	 	 






[SIGNATURE PAGE TO RECEIVABLES PURCHASE AGREEMENT AMENDMENT #13]