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”).
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.
2.1.
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 o
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