EX-10.1



 Exhibit 10.1 
 Execution Version 
 OMNIBUS AMENDMENT NO. 5 

AMENDMENT NO. 5 TO RECEIVABLES SALE AGREEMENTS AND 
 AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED 
 RECEIVABLES PURCHASE
AGREEMENT 
 THIS OMNIBUS AMENDMENT NO. 5, dated as of March 22, 2013 (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 (“Tenneco Operating”),
individually and as Servicer (the “Servicer”; Tenneco Operating, individually and as the Servicer, together with Seller and Pullman, collectively, the “Seller Parties”), 

(d) Chariot Funding LLC (as successor by merger to Falcon Asset Securitization Company LLC), a Delaware limited liability
company (“Chariot”), and Liberty Street Funding LLC, a Delaware limited liability company, as Conduits (each, a “Conduit”), 

(e) The entities party hereto as “Committed Purchasers” (the “Committed Purchasers” and
together with the Conduits, the “Purchasers”), 
 (f) The Bank of Nova Scotia
(“Scotiabank”), Wells Fargo Bank, N.A. (“Wells Fargo”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Co-Agents (each a “Co-Agent”), and 

(g) JPMorgan, in its capacity as administrative agent under the Receivables Purchase Agreement (as defined below) (in such
capacity, together with its successors and assigns, the “Administrative Agent” and, together with each of the Co-Agents, the “Agents”), 

and consented to by Wells Fargo, as Second Lien Agent under the Intercreditor Agreement (as defined below) (in such capacity, together with its
successors and assigns, the “Second Lien Agent”). 
 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, as heretofore amended, 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, Servicer, the Purchasers, the Co-Agents and the Administrative Agent are parties to that certain
Third Amended and Restated Receivables Purchase Agreement dated as of March 26, 2010 (as heretofore amended, the “Receivables Purchase Agreement” and, together with the Receivable Sale Agreements, the
“Agreements”); 







 WHEREAS, Seller, Servicer, the Administrative Agent, as First Lien Agent, and
the Second Lien Agent are parties to that certain Intercreditor Agreement dated as of March 26, 2010 (as heretofore amended, the “Intercreditor Agreement”); 

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, Advance Stores Company Incorporated, O’Reilly Automotive Inc., Genuine Parts Company and The Pep Boys - Manny, Moe & Jack and 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; 

WHEREAS, the Seller Parties wish to amend the Agreements and to extend the facility evidenced by the Receivables Purchase
Agreement on the terms and subject to the conditions hereinafter set forth; and 
 WHEREAS, the Purchasers
and Agents are willing to agree to, and the Second Lien Agent is willing to consent to, such amendments and extension subject to the terms and conditions set forth herein. 
 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 or the Receivables Sale Agreements, as applicable. 

  
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 2. Amendments. Upon satisfaction of the conditions precedent set forth in
Section 5 hereof, the Agreements are hereby amended as of the Effective Date as follows: 
 (a) The definition of
“Concentration Limit” appearing in Exhibit I to 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, the Sales-Promotion 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; provided, further, that any Agent may, upon not less than ten
(10) Business Days’ notice to Seller, cancel any Special Concentration Limit. As of March 22, 2013, 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, the Sales-Promotion 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 Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) and “Baa3” from Moody’s Investors Service,
Inc. (“Moody’s”); and (ii) the Special Concentration Limits of (a) Ford Motor Company and its Affiliates shall be equal to 6.0% of the aggregate Outstanding Balance of all Eligible Receivables, (b) General
Motors Company and its Affiliates shall be equal to 6.0% of the aggregate Outstanding Balance of all Eligible Receivables, and (c) Uni-Select Inc. and its Affiliates shall be equal to 4.5% of the aggregate Outstanding Balance of all Eligible
Receivables after subtracting the Pass Through Reserve, the Warranty Reserve, the Sales-Promotion Reserve and the Price Give Back Accrual. 
 (b) The proviso to subclause (a) of clause (i) of the definition of “Eligible Receivable” appearing in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated in
its entirety to read as follows: 
 “provided, however, that notwithstanding the foregoing, at any time
(i) Receivables owing from Obligors that are residents of, or organized under the laws of Canada (or any political subdivision thereof) in an aggregate Outstanding Balance not exceeding 10.0% of the aggregate Outstanding Balance of all
Receivables and (ii) Receivables owing from Foreign Obligors in an aggregate Outstanding Balance not exceeding 5.0% of the aggregate Outstanding Balance of all Receivables may constitute “Eligible Receivables” if such
Receivables otherwise satisfy the requirements hereof;” 
 (c) The definition of “Liquidity Termination Date”
appearing in Exhibit I to the Receivables Purchase Agreement is amended and restated in its entirety to read as follows: 
 The
definition of “Liquidity Termination Date” appearing in Exhibit I to the Receivables Purchase Agreement is amended and restated in its entirety to read as follows: 
 “Liquidity Termination Date” means March 21, 2014. 

(d) The definition of “LMIR” appearing in Exhibit I to the Receivables Purchase Agreement is amended and restated in its
entirety to read as follows: 
 “LMIR” means, for any day, the sum of the one-month
“Eurodollar Rate” for U.S. Dollar deposits as reported on the Reuters Screen LIBOR01 Page (or such page as may replace Reuters Screen LIBOR01 Page). 

  
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 (e) The definition of “Receivable” appearing in Exhibit I to the Receivables
Purchase Agreement (and as incorporated by reference in the Receivables Sale Agreements) is hereby amended as follows: 
 (i)
clause (iii) of the proviso to the definition of “Receivable” appearing in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: 

“(iii) owed by Advance Stores Company Incorporated, O’Reilly Automotive Inc., Genuine Parts Company, The Pep
Boys - Manny, Moe & Jack or any of their respective Subsidiaries”; and 
 (ii) the last sentence of the definition
of “Receivable” appearing in Exhibit I to the Receivables Purchase Agreement is hereby deleted in its entirety. 
 (f)
Exhibit I to the Receivables Purchase Agreement is amended by inserting the following new defined term, in appropriate alphabetical order, therein: 
 “Foreign Obligor” means an Obligor which is a resident of, or organized under the laws of any country other than the United States or Canada (or any political subdivision thereof).

 3. Reassignment of Assets. 
 (a) 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 this Section 3(a) and in Section 3(b) 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 (including its Purchaser 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. 
 (b) 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 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. 
 (c)
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. 
 (d) Each party hereto agrees that, at any time and from time to time, upon the
written request of any other party hereto and at the expense of the Originators, 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 Seller Parties hereby represents and warrants to the Agents and the Purchasers that (a) both immediately before and immediately after giving effect to the amendments contained in Section 2 hereof,
no Amortization Event or Potential Amortization Event exists and is continuing as of the date hereof, (b) each of the Agreements to which such Seller Party is a party, as amended hereby, constitutes the legal, valid and binding obligation of
such Seller Party enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable 

  
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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 each of the Agreements to which it is a party is true and correct as of the date hereof 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 and (b) receipt by each of Chariot, the Liberty Street Agent and Wells Fargo of the Amendment Fee payable to it under Section 6 of this Amendment. 

6. Amendment Fee. On or before the date hereof, Seller shall pay in immediately available funds a fully-earned, non-refundable fee
(a) to Chariot, in an amount equal to the product of 0.10% and the Commitment of the related Committed Purchaser, (b) to the Liberty Street Agent, in an amount equal to the product of 0.10% and the Commitment of the related Committed
Purchaser and (c) to Wells Fargo, in an amount equal to 0.10% and the Commitment of the related Committed Purchaser (each, an “Amendment Fee”). 
 7. Ratification. Except as expressly modified hereby, the Agreements are each hereby ratified, approved and confirmed in all respects. 

8. References to Agreements. From and after the Effective Date, each reference in each Agreement to “this Agreement”,
“hereof”, or “hereunder” or words of like import, and all references to such Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean
such Agreement, as amended by this Amendment. 
 9. 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, including Sidley Austin LLP, which attorneys may also be employees of an Agent) incurred by the Agents in connection with the
preparation, execution and enforcement of this Amendment. 
 10. 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. 
 11. 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. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of a manually executed counterpart of this Amendment.

 12. Amendment of Second Lien Receivables Purchase Agreement. The Purchasers and Co-Agents hereby authorize and direct
JPMorgan, in its capacity as First Lien Agent under the Intercreditor Agreement, to execute and consent to the amendment of the Second Lien Receivables Purchase Agreement in the form attached as Schedule I hereto. The parties hereto acknowledge and
agree that JPMorgan, as First Lien Agent, shall be entitled to the rights and benefits of Article XI of the Receivables Purchase Agreement in connection with the execution of such amendment. 

  
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 [Signature Pages Follow] 

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

			
	CHARIOT FUNDING LLC (as successor by merger to 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 Chariot Agent and as Administrative Agent
		
	By:	 	 /s/ John M. Kuhns

	Name:	 	 John M. Kuhns

	Title:	 	 Executive Director



 Signature Page to Omnibus Amendment No. 5 







 
			
	LIBERTY STREET FUNDING LLC
		
	By:	 	 /s/ Bernard J. Angelo

	Name:	 	 Bernard J. Angelo

	Title:	 	 Vice President



  

			
	THE BANK OF NOVA SCOTIA, as a Committed
Purchaser and as Liberty Street Agent
		
	By:	 	 /s/ Paula C. Czach

	Name:	 	 Paula C. Czach

	Title:	 	 Managing Director & Execution Head



 Signature Page to Omnibus Amendment No. 5 







 
			
	 WELLS FARGO BANK, N.A., as a
 Committed Purchaser and as Wells Fargo Agent

		
	By:	 	 /s/ Michael J. Landry

	Name:	 	 Michael J. Landry

	Title:	 	 Vice President



  

			
	ACKNOWLEDGED AND CONSENTED TO:
	
	 WELLS FARGO BANK, N.A.,
 as Second Lien Agent

		
	By:	 	 /s/ Michael J. Landry

	Name:	 	 Michael J. Landry

	Title:	 	 Vice President


 Signature Page to Omnibus Amendment No. 5 







 
			
	THE PULLMAN COMPANY, a Delaware
corporation
		
	By:	 	 /s/ John E. Kunz

	Name:	 	 John E. Kunz

	Title:	 	 Vice President Treasurer and Tax



 Signature Page to Omnibus Amendment No. 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



 By its signature below, the undersigned hereby consents to the terms of the foregoing Omnibus Amendment
No. 5, confirms that its Performance Undertaking remains unaltered and in full force and effect and hereby reaffirms, ratifies and confirms the terms and conditions of its Performance Undertaking: 

 

			
	TENNECO INC., a Delaware corporation
		
	By:	 	 /s/ John E. Kunz

	Name:	 	 John E. Kunz

	Title:	 	 Vice President Treasurer and Tax



 Signature Page to Omnibus Amendment No. 5