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”
).
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% 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
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