e8vk

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JPwPjD/7Tl7QY+1SpwzYe6AqerMN3D2S6ULHLc5W1tH0Lnr1FcezrsJWC2SwzOaK p3+i8oBpckq3qBg3hFD7qw== 0000950123-10-030220.txt : 20100331 0000950123-10-030220.hdr.sgml : 20100331 20100330193803 ACCESSION NUMBER: 0000950123-10-030220 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20100326 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100331 DATE AS OF CHANGE: 20100330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENNECO INC CENTRAL INDEX KEY: 0001024725 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 760515284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 10715589 BUSINESS ADDRESS: STREET 1: 500 NORTH FIELD DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-482-50 MAIL ADDRESS: STREET 1: 500 N FIELD DR STREET 2: ROOM T 2560B CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: TENNECO AUTOMOTIVE INC DATE OF NAME CHANGE: 19991112 FORMER COMPANY: FORMER CONFORMED NAME: NEW TENNECO INC DATE OF NAME CHANGE: 19961011 8-K 1 c57207e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2010 (March 26, 2010)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)


Delaware (State or other jurisdiction of incorporation or organization)		1-12387 (Commission File Number)		76-0515284 (I.R.S. Employer Identification No.)


500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS (Address of Principal Executive Offices)		60045 (Zip Code)

Registrant’s telephone number, including area code: (847) 482-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

Tenneco Inc. announced today that the company has modified its U.S. trade accounts receivable securitization program to extend the revolving terms of the program to March 25, 2011, add an additional bank investor and increase the available financing under the facility by $10 million to a total of $110 million. In addition, as permitted under the revised first priority facility, the company has added a second priority facility, which provides up to an additional $40 million of financing against accounts receivable generated in the U.S. and Canada that would otherwise be ineligible under the first priority facility. The new second priority facility, which also expires on March 25, 2011, is subordinated to the existing securitization facility. The company’s accounts receivable securitization programs, both in North America and in Europe, provide the company with financing at costs that are generally favorable to alternative sources of financing and allow the company to reduce borrowings under its revolving credit agreements.

Under the North American facilities, certain of the company’s operating subsidiaries sell their trade receivables on a revolving basis, without recourse, to a consolidated subsidiary structured as a special purpose entity, which then sells undivided percentage ownership interests in the receivables to the bank investors under the programs. The company has agreed to guarantee the performance obligations of those operating subsidiaries under the facilities. Available financing is based on the amount of eligible accounts receivable less certain concentration limits and specified reserves. Each facility contains customary covenants for financings of this type, including restrictions related to liens, payments, merger or consolidation and amendments to the agreements underlying the receivables pool. Further, each facility may be terminated upon the occurrence of customary events (with customary grace periods, if applicable), including breaches of covenants, inaccuracies of representations and warranties, bankruptcy and insolvency events, certain changes in the rate of default or delinquency of the receivables, a change of control and material judgments. In addition, each facility contains cross-default provisions, where the facility could be terminated in the event of non-payment of other material indebtedness when due and any other event which permits the acceleration of the maturity of material indebtedness.

Under Statement of Financial Accounting Standards (FAS) No. 166, “Accounting for Transfers of Financial Assets — an amendment to ASC Topic 860,” which becomes effective for Tenneco in the quarter ending March 31, 2010, Tenneco’s accounts receivable securitization programs in North America and Europe must be accounted for as secured borrowings. Under the previous guidance of ASC Topic 860 (FAS 140), these programs were accounted for as sale transactions and disclosed in the footnotes to the company’s financial statements.

The impact of the new accounting rules on the company’s consolidated financial statements will be to increase both receivables and short-term debt on its balance sheet and to decrease the loss on sale of receivables and increase interest expense on its income statement. In addition, under the new accounting rules, changes in the funding levels provided by the accounts receivable securitization programs will be reflected as a change in short-term debt and included in net cash provided by financing activities on the company’s cash flow statement rather than reflected as a change in receivables and included in net cash provided by operating activities as under the previous guidance. Had FAS 166 been in effect in 2009, reported receivables and short-term debt would both have been $137 million higher as of December 31, 2009 and the loss on sale of receivables would have been $9 million lower, offset by a $9 million increase to interest expense in 2009.

The higher reported levels of debt and interest expense resulting from the change in accounting guidance will have no effect on Tenneco’s debt covenant ratios because the definitions of those ratios in the company’s debt agreements are based on U.S. GAAP in effect on the date the agreements were executed, which preceded the effective date of FAS 166.

The above summary of the amendments to Tenneco’s U.S. trade accounts receivable securitization program is not complete and is qualified in its entirety by reference to the terms of the documents effecting the amendments, copies of which are filed as Exhibits 10.1-10.5 hereto and are incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits


Exhibit No.		Description

10.1		Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010

10.2		Intercreditor Agreement, dated as of March 26, 2010

10.3		Omnibus Amendment No. 4, dated as of March 26, 2010, to Receivables Sale Agreements, as amended

10.4		Slot Receivables Purchase Agreement, dated as of March 26, 2010

10.5		Fourth Amended and Restated Performance Undertaking, dated as of March 26, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	TENNECO INC.
Date: March 30, 2010	By:	/s/ James D. Harrington
		James D. Harrington
		Senior Vice President, General Counsel and Corporate Secretary

EX-10.1 2 c57207exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

EXECUTION COPY

THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Dated as of March 26, 2010

among

TENNECO AUTOMOTIVE RSA COMPANY,
as Seller,

TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
as Servicer,

FALCON ASSET SECURITIZATION COMPANY LLC AND
LIBERTY STREET FUNDING LLC,
as Conduits,

THE COMMITTED PURCHASERS FROM TIME TO TIME PARTY HERETO,

JPMORGAN CHASE BANK, N.A., THE BANK OF NOVA SCOTIA
AND WELLS FARGO BANK, N.A.,
as Co-Agents

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

TABLE OF CONTENTS


	Page
ARTICLE I. PURCHASE ARRANGEMENTS		2

Section 1.1 Purchase Facility		2
Section 1.2 Increases		3
Section 1.3 Decreases		4
Section 1.4 Payment Requirements		5

ARTICLE II. PAYMENTS AND COLLECTIONS		5

Section 2.1 Payments		5
Section 2.2 Collections Prior to Amortization		6
Section 2.3 Collections Following Amortization		7
Section 2.4 Application of Collections		7
Section 2.5 Payment Rescission		8
Section 2.6 Maximum Purchaser Interests		8
Section 2.7 Clean Up Call		8

ARTICLE III. CONDUIT FUNDING		9

Section 3.1 CP Costs		9
Section 3.2 CP Costs Payments		9
Section 3.3 Calculation of CP Costs		9

ARTICLE IV. COMMITTED PURCHASER FUNDING		9

Section 4.1 Committed Purchaser Funding		9
Section 4.2 Yield Payments		9
Section 4.3 Selection and Continuation of Tranche Periods		10
Section 4.4 Committed Purchaser Discount Rates		10
Section 4.5 Suspension of the LIBO Rate		10
Section 4.6 Liquidity Agreement Fundings		11

ARTICLE V. REPRESENTATIONS AND WARRANTIES		11

Section 5.1 Representations and Warranties of the Seller Parties		11
Section 5.2 Committed Purchaser Representations and Warranties		15

ARTICLE VI. CONDITIONS OF PURCHASES		16

Section 6.1 Conditions Precedent to Amendment and Restatement		16
Section 6.2 Conditions Precedent to All Purchases and Reinvestments		16


	Page
ARTICLE VII. COVENANTS		17

Section 7.1 Affirmative Covenants of the Seller Parties		17
Section 7.2 Negative Covenants of the Seller Parties		25

ARTICLE VIII. ADMINISTRATION AND COLLECTION		26

Section 8.1 Designation of Servicer		26
Section 8.2 Duties of Servicer		27
Section 8.3 Collection Notices		28
Section 8.4 Responsibilities of Seller		28
Section 8.5 Portfolio Reports		28
Section 8.6 Servicing Fees		29

ARTICLE IX. AMORTIZATION EVENTS		29

Section 9.1 Amortization Events		29
Section 9.2 Remedies		32

ARTICLE X. INDEMNIFICATION		33

Section 10.1 Indemnities by the Seller Parties		33
Section 10.2 Increased Cost and Reduced Return		35
Section 10.3 Other Costs and Expenses		37
Section 10.4 Accounting Based Consolidation Event		37

ARTICLE XI. THE AGENTS		38

Section 11.1 Appointment		38
Section 11.2 Delegation of Duties		39
Section 11.3 Exculpatory Provisions		39
Section 11.4 Reliance by Agents		40
Section 11.5 Notice of Seller Defaults		40
Section 11.6 Non-Reliance on Other Agents and Purchasers		40
Section 11.7 Indemnification of Agents		41
Section 11.8 Agents in their Individual Capacities		41
Section 11.9 UCC Filings		42
Section 11.10 Successor Agents		42
Section 11.11 Intercreditor Agreement		42

ARTICLE XII. ASSIGNMENTS; PARTICIPATIONS		42

Section 12.1 Assignments		42
Section 12.2 Participations		43

ARTICLE XIII. TERMINATING COMMITTED PURCHASERS		44

Section 13.1 Terminating Committed Purchasers		44


	Page
Section 13.2 Replacement of Purchasers, Affected Entities and Agents		45

ARTICLE XIV. MISCELLANEOUS		45

Section 14.1 Waivers and Amendments		45
Section 14.2 Notices		46
Section 14.3 Ratable Payments		47
Section 14.4 Protection of Ownership Interests of the Purchasers		47
Section 14.5 Confidentiality		48
Section 14.6 Bankruptcy Petition		48
Section 14.7 Limitation of Liability		49
Section 14.8 CHOICE OF LAW		49
Section 14.9 CONSENT TO JURISDICTION		49
Section 14.10 WAIVER OF JURY TRIAL		49
Section 14.11 Integration; Binding Effect; Survival of Terms		50
Section 14.12 Counterparts; Severability; Section References		50
Section 14.13 Co-Agent Roles		50
Section 14.14 Characterization		51
Section 14.15 Federal Reserve		52

iii

EXHIBITS AND SCHEDULES


Exhibit I		Definitions

Exhibit II		Form of Purchase Notice

Exhibit III		Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s)

Exhibit IV		Names of Collection Banks; Collection Accounts

Exhibit V		Form of Compliance Certificate

Exhibit VI		[Intentionally Omitted]

Exhibit VII		[Intentionally Omitted]

Exhibit VIII		Credit and Collection Policy

Exhibit IX		Form of Daily Report

Exhibit X		Form of Monthly Report

Exhibit XI		Form of Performance Undertaking

Exhibit XII		Form of Intercreditor Agreement

Schedule A		Commitments

Schedule B		Conditions Precedent Documents

THIRD AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

THIS THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of March 26, 2010 is among:

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

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

(c) Falcon Asset Securitization Company LLC, a Delaware limited liability company (“Falcon” or a “Conduit”), and Liberty Street Funding LLC, a Delaware limited liability company (“Liberty Street” or a “Conduit”),

(d) JPMorgan Chase Bank, N.A., a national banking association (“JPMorgan Chase”), and its assigns hereunder (collectively, the “Falcon Committed Purchasers” and, together with Falcon, the “Falcon Group”), The Bank of Nova Scotia, a Canadian chartered bank acting through its New York Agency (“Scotiabank”), and its assigns hereunder (collectively, the “Liberty Street Committed Purchasers” and, together with Liberty Street, the “Liberty Street Group”) and Wells Fargo Bank, N.A., a national banking association (“Wells Fargo”), and its assigns hereunder (collectively, the “Wells Fargo Committed Purchasers” or the “Wells Fargo Group”),

(e) JPMorgan Chase, in its capacity as agent for the Falcon Group (the “Falcon Agent” or a “Co-Agent”), Scotiabank, in its capacity as agent for the Liberty Street Group (the “Liberty Street Agent” or a “Co-Agent”) and Wells Fargo, in its capacity as agent for the Wells Fargo Group (the “Wells Fargo Agent” or a “Co-Agent”), and

(f) JPMorgan Chase, in its capacity as administrative agent for the Falcon Group, the Liberty Street Group, the Wells Fargo Group and each Co-Agent (in such capacity, together with its successors and assigns hereunder, the “Administrative Agent” and, together with the Co-Agents, the “Agents”),

and amends and restates in its entirety that certain Second Amended and Restated Receivables Purchase Agreement, dated as of May 4, 2005, among the parties hereto other than Wells Fargo, as heretofore amended from time to time (the “Existing Agreement”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

Seller desires to add Wells Fargo as a Purchaser under the facility evidenced by the Existing Agreement, and thereafter, to continue to transfer and assign Purchaser Interests for the benefit of the Purchasers from time to time.

Each of the Conduits may, in its absolute and sole discretion, direct its applicable Co-Agent to purchase Purchaser Interests from Seller from time to time for the benefit of such Conduit.

In the event that a Conduit declines to make any purchase through its Conduit Agent, the Committed Purchasers in its Group shall, at the request of Seller, direct the applicable Conduit Agent to purchase Purchaser Interests on their behalf from time to time.

The Wells Fargo Committed Purchasers shall at the request of the Seller direct the Wells Fargo Agent to purchase Purchaser Interests on their behalf from time to time.

JPMorgan Chase has been requested and is willing to act as Falcon Agent on behalf of the Falcon Group in accordance with the terms hereof.

Scotiabank has been requested and is willing to act as Liberty Street Agent on behalf of the Liberty Street Group in accordance with the terms hereof.

Wells Fargo has been requested and is willing to act as Wells Fargo Agent on behalf of the Wells Fargo Group in accordance with the terms hereof.

JPMorgan Chase has also been requested and is willing to act as Administrative Agent on behalf of the Groups in accordance with the terms hereof.

The parties desire to amend and restate in its entirety the Existing Agreement on the terms and subject to the conditions hereinafter set forth.

ARTICLE I.

PURCHASE ARRANGEMENTS

Section 1.1 Purchase Facility.

(a) Upon the terms and subject to the conditions hereof, Seller may from time to time prior to the Facility Termination Date request that the Groups purchase their respective Percentages of Purchaser Interests offered for sale from time to time by delivering a Purchase Notice to the Co-Agents in accordance with Section 1.2. Upon receipt of a copy of each Purchase Notice from Seller, each of the Conduit Agents shall determine whether its Conduit will purchase, its Group’s Percentage of the Purchaser Interest specified in such Purchase Notice, and

(i) in the event that Falcon elects not to make its Percentage of such Purchase, the Falcon Agent shall promptly notify the Seller and, unless the Seller cancels the Purchase Notice, each of the Falcon Committed Purchasers severally agrees to make its Pro Rata Share of the Falcon Group’s Percentage of such Purchase on the terms and subject to the conditions hereof, provided that at no time may the aggregate Capital of the Falcon Group at any

one time outstanding exceed the lesser of (A) the aggregate amount of the Falcon Committed Purchasers’ Commitments divided by 102%, and (B) the Falcon Group’s Percentage of the Purchase Limit;

(ii) in the event that Liberty Street elects not to make its Percentage of such Purchase, the Liberty Street Agent shall promptly notify the Seller and, unless the Seller cancels its Purchase Notice, each of the Liberty Street Committed Purchasers severally agrees to make its Pro Rata Share of the Liberty Street Group’s Percentage of such Purchase, on the terms and subject to the conditions hereof, provided that at no time may the aggregate Capital of the Liberty Street Group at any one time outstanding exceed the lesser of (A) the aggregate amount of the Liberty Street Committed Purchasers’ Commitments divided by 102%, and (B) the Liberty Street Group’s Percentage of the Purchase Limit; and

(iii) each of the Wells Fargo Committed Purchasers severally agrees to make its Pro Rata Share of the Wells Fargo Group’s Percentage of such Purchase, on the terms and subject to the conditions hereof, provided that at no time may the aggregate Capital of the Wells Fargo Group at any one time outstanding exceed the Wells Fargo Group’s Percentage of the Purchase Limit.

(b) Seller may, upon at least thirty (30) Business Days’ notice to the Agents, terminate in whole or reduce in part, ratably between the Groups (and within each Group, ratably amongst the Committed Purchasers therein), the unused portion of the Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or a larger integral multiple of $500,000.

Section 1.2 Increases. Not later than 10:00 a.m. (Chicago time) on the Business Day prior to each Incremental Purchase, Seller shall provide the Co-Agents with notice in the form set forth as Exhibit II hereto of each Incremental Purchase (a “Purchase Notice”). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price and each Group’s Percentage thereof (which shall not be less than $1,000,000 in the aggregate), the proposed date of purchase (which shall be a Business Day) and, in the case of an Incremental Purchase to be funded by a Group’s Committed Purchasers, the requested Discount Rate and Tranche Period; provided, however, that in no event shall the aggregate number of Incremental Purchases pursuant to this Section 1.2 exceed two (2) in any calendar week. Following receipt of a Purchase Notice, each of the Conduit Agents will determine whether its Conduit agrees to make its Group’s Percentage of such Purchase. If a Conduit declines to make its Percentage of the proposed Purchase (such Conduit being a “Declining Conduit”), the applicable Conduit Agent shall promptly advise the Seller and the Servicer of such fact, and the Seller may thereupon cancel the Purchase Notice as to all Groups or, in the absence of such a cancellation, the Incremental Purchase of that Group’s Percentage of the applicable Purchaser Interest will be made by the Committed Purchasers in such Group. In addition, Seller may replace the Declining Conduit and its Group by first offering the Declining Conduit’s Group’s rights under, interest in, title to and obligations under this Agreement to the Wells Fargo Group or the other Conduit’s Group and if the Wells Fargo Group or the other Conduit’s Group accepts such offer, the Declining Conduit’s Group shall assign all of its rights under, interest in, title to and obligations under this Agreement to the Wells Fargo Group or the other Conduit’s Group, as applicable. If the Wells Fargo Group or

such other Conduit’s Group declines such an offer, Seller shall have until the 30th day after the Wells Fargo Group or the other Conduit’s Group has declined such offer to find another special purpose asset-backed commercial paper conduit having a short-term debt rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s Investors Service, Inc. (and committed purchasers) to accept an assignment of the Declining Conduit’s Group rights under, interest in, title to and obligations under this Agreement and if Seller finds such a conduit (and committed purchasers), the Declining Conduit’s Group shall assign all of its rights under, interest in, title to and obligations under this Agreement to such other conduit and committed purchasers. If such replacement cannot be found within such period, at Seller’s request, the Declining Conduit Group’s Capital shall amortize in accordance with Section 2.2 as if such Group was a Terminating Committed Purchaser’s Group hereunder until such Capital shall be paid in full.

On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, each Conduit or Committed Purchaser, as applicable, shall deposit to an account specified by its Co-Agent, for transfer to an account designated by Seller (or by Servicer on Seller’s behalf), in immediately available funds, no later than 12:00 noon (Chicago time), an amount equal to (i) in the case of a Conduit, its Group’s Percentage of the aggregate Purchase Price of the Purchaser Interests described in such Purchase Notice or (ii) in the case of a Committed Purchaser, such Committed Purchaser’s Pro Rata Share of its Group’s Percentage of the aggregate Purchase Price of such Purchaser Interests. Upon such transfer by a Co-Agent to Seller’s designated account, Seller hereby, without the necessity of further action by any Person, assigns, transfers, sets over and otherwise conveys to the Administrative Agent, for the benefit of the Purchasers providing such funds, the applicable Purchaser Interest.

Notwithstanding the foregoing, the Wells Fargo Agent shall pay, on March 26, 2010, $3,389,469.24 (the “JPM Equalization Payment”) to the Falcon Agent at its account referenced in Section 1.4 hereof and $2,663,154.40 (the “BNS Equalization Payment” and together with the JPM Equalization Payment, the “Equalization Payments”) to the Liberty Street Agent at its account referenced in Section 1.4 hereof, so that (after giving effect to the Equalization Payments and any funding by each Group of any Incremental Purchase to be made on March 26, 2010, each Group’s Percentage of the Aggregate Capital, after giving effect to any funding of such Incremental Purchase and the addition of the Wells Fargo Group provided for herein, equals the amount which would be such Group’s Percentage of the Aggregate Capital if all Groups (including the Wells Fargo Group) funded their respective Group’s Percentage of all Incremental Purchases on or prior to March 26, 2010 (after giving effect to all payments in respect of the Aggregate Capital on or prior to March 26, 2010).

Section 1.3 Decreases. Unless Broken Funding Costs are paid for such reduction, not later than 12:00 noon (Chicago time) on the Business Day prior to a proposed reduction in Aggregate Capital outstanding, Seller shall provide the Co-Agents with written notice of any reduction requested by the Seller of the Aggregate Capital outstanding (a “Reduction Notice”). Such Reduction Notice shall designate (i) the date (the “Proposed Reduction Date”) upon which any such reduction of Aggregate Capital shall occur (which date shall be not earlier than one (1) Business Day after the Reduction Notice is given unless Broken Funding Costs are paid for such reduction), and (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction”), which shall be applied ratably to the Purchaser Interests of each Group in accordance with the

amount of Capital owing to each and within each Group, ratably in accordance with the amount of Capital, if any, owing to each member of such Group.

Section 1.4 Payment Requirements. All amounts to be paid or deposited by a Seller Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (Chicago time) on the day when due in immediately available funds. If such amounts are payable to the Falcon Agent, the Administrative Agent or a member of the Falcon Group, they shall be paid for its account to the Falcon Agent, at 10 South Dearborn Street, Chicago, Illinois 60603 until otherwise notified by the Falcon Agent or the Administrative Agent (the “Falcon Group Account”). If such amounts are payable to the Liberty Street Agent, the Administrative Agent or to a member of the Liberty Street Group, they shall be paid to Liberty Street Funding LLC’s account no. 2158-13 at The Bank of Nova Scotia — New York Agency, in New York, New York, ABA No. 026-002532, until otherwise notified by the Liberty Street Agent or the Administrative Agent (the “Liberty Street Group Account”). If such amounts are payable to the Wells Fargo Agent, the Administrative Agent or to a member of the Wells Fargo Group, they shall be paid to account no. 2070482789126, account name: Leverage Finance NC, Wachovia Bank, National Association, Charlotte, NC, ABA No. 053 000 219, Attn: RSG – 7TE, Reference: Tenneco, until otherwise notified by the Wells Fargo Agent or the Administrative Agent (the “Wells Fargo Group Account”). Upon notice to Seller, the Administrative Agent may debit any account of Seller maintained at JPMorgan Chase for all amounts due and payable hereunder. Except for computations of Yield based on the Prime Rate, all computations of Yield, per annum fees calculated as part of any CP Costs, per annum fees hereunder and per annum fees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. All computations of Yield or Default Fee based on the Prime Rate shall be computed for actual days elapsed on the basis of a year consisting of 365 (or, when appropriate, 366) days. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

ARTICLE II.

PAYMENTS AND COLLECTIONS

Section 2.1 Payments. Notwithstanding any limitation on recourse contained in this Agreement, Seller shall immediately pay to each of the Co-Agents when due, for the account of the relevant Purchaser or Purchasers in its Group, on a full recourse basis: (i) such fees as are set forth in the applicable Fee Letter (which fees shall be sufficient to pay all fees owing to the Committed Purchasers in such Co-Agent’s Group), (ii) all CP Costs owing to any Conduit Agent’s Conduit (which shall be due and payable in arrears on Monthly Payment Dates for the Accrual Period then most recently ended), (iii) all amounts payable as Yield to the Committed Purchasers in such Co-Agent’s Group (which, in the case of the Falcon Group and Liberty Street Group, shall be due and payable on the last day of the applicable Tranche Period and in the case of the Wells Fargo Group, shall be due and payable on each Monthly Payment Date), (iv) such Co-Agent’s Group’s Percentage of all amounts payable as Deemed Collections (which shall be immediately due and payable by Seller and applied to reduce outstanding Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (v) such Co-Agent’s Group’s Percentage of all amounts payable to reduce the aggregate Capital of the Purchaser Interests, if required, pursuant to Section 2.6, (vi) such Co-Agent’s Group’s share of all amounts payable

pursuant to Article X, if any, (vii) such Co-Agent’s Group’s share of all Broken Funding Costs and (viii) such Co-Agent’s Group’s Percentage of all Default Fees (all of the foregoing in clauses (i)-(viii), collectively, the “Recourse Obligations”). If Seller fails to pay any of the Recourse Obligations when due: (a) a Settlement Date shall occur, and (b) Seller agrees to pay, on demand, the Default Fee on the unpaid portion of such Recourse Obligation until paid in full. Notwithstanding the foregoing, no provision of this Agreement or the Fee Letter shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any Collections or is deemed to receive any Collections, subject to the terms of the Intercreditor Agreement, Seller shall immediately pay such Collections or Deemed Collections to the Servicer for application in accordance with the terms and conditions hereof and of the Second Lien Receivables Purchase Agreement and, at all times prior to such payment, such Collections or Deemed Collections shall be held in trust by Seller for the exclusive benefit of the Purchasers, the Agents, the Second Lien Agent and the “Purchasers” under (and as defined in) the Second Lien Receivables Purchase Agreement..

Section 2.2 Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement. If at any time any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If

any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Section 2.3 Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust, for the applicable Purchasers in each Group, the applicable Group’s Percentage of all Collections received on each such day and, to the extent of available funds of the Seller, an additional amount for the payment of any accrued and unpaid Recourse Obligations owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, if the Second Lien Termination Date shall have occurred, the Servicer shall, upon the request from time to time by (or pursuant to standing instructions from) the Administrative Agent or pursuant to Section 1.3 apply such set aside amounts to reduce such Group’s Capital associated with each such Purchaser Interest and any other Aggregate Unpaids owing to each Group, pro rata in accordance with its Percentage.

Section 2.4 Application of Collections. Prior to the Second Lien Termination Date, Collections set aside in accordance with Section 2.3 shall be applied on each Settlement Date as set forth in Section 4.1 of the Intercreditor Agreement. On and after the Second Lien Termination Date, if there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds in the following order of priority:

first, to the Servicer, in payment of the Servicer’s reasonable out of pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is not then acting as the Servicer,

second, (i) to the Administrative Agent in reimbursement of its reasonable costs of collection and enforcement of this Agreement on behalf of the Purchasers and (ii) to the Agents, in reimbursement of reasonable fees and expenses of a common legal counsel, or if such common legal counsel determines that it cannot continue representation due to a business or ethical conflict, separate legal counsel, representing Agents in connection with such collection and enforcement,

third, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in payment of all accrued and unpaid fees under the Fee Letter, CP Costs and Yield when and as due (to be shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof),

fourth, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in reduction (if applicable) of its Group’s Capital (to be shared ratably amongst the Purchasers in each Group in accordance with their respective shares thereof),

fifth, to each of the Co-Agents, ratably in accordance with its Group’s respective Percentage, in ratable payment of all other unpaid Recourse Obligations owing to such Group,

sixth, in payment of the Servicer’s costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is then acting as Servicer, and

seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.

Section 2.5 Payment Rescission. No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to each applicable Co-Agent (for application to the Person or Persons who suffered such rescission, return or refund) the full amount thereof, plus the Default Fee from the date of any such rescission, return or refunding.

Section 2.6 Maximum Purchaser Interests. Seller shall ensure that the Purchaser Interests of the Purchasers do not exceed in the aggregate 100%. If the aggregate of the Purchaser Interests of the Purchasers exceeds 100%, Seller shall determine the amount that must be applied to the reduction of Capital of the Purchaser Interests to eliminate such excess (the “Mandatory Reduction Amount”), and Seller shall pay, from funds available to Seller under Sections 2.2 and 2.3, to each of the Co-Agents, not later than the next Business Day, its Group’s respective Percentage of the Mandatory Reduction Amount for distribution to the Purchasers in such Group ratably in accordance with their respective amounts of Capital outstanding.

Section 2.7 Clean Up Call. Servicer shall have the right (after providing Agents with not less than two (2) Business Days’ prior written notice), at any time following the reduction of the Aggregate Capital to a level that is less than 10.0% of the original Purchase Limit, to purchase from the Purchasers to the extent of available Collections for this purpose, all, but not less than all, of the then outstanding Purchaser Interests. The aggregate purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser or any Agent.

ARTICLE III.

CONDUIT FUNDING

Section 3.1 CP Costs. Seller shall pay CP Costs with respect to the Capital funded by any Conduit for each day that any Capital in respect of such Purchaser Interest is outstanding. Capital funded by a Conduit substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon the percentage share such Capital represents in relation to all assets held by such Conduit and funded substantially with related Pooled Commercial Paper.

Section 3.2 CP Costs Payments. On each Monthly Payment Date, Seller shall pay to each Conduit Agent (for the benefit of its Conduit) an aggregate amount equal to all accrued and unpaid CP Costs in respect of all Capital of such Conduit for the immediately preceding Accrual Period in accordance with Article II.

Section 3.3 Calculation of CP Costs. Not later than the 5th Business Day of each month hereafter, each Conduit shall calculate the aggregate amount of CP Costs of such Conduit owing to it for the applicable Accrual Period and shall notify Seller of such aggregate amount.

ARTICLE IV.

COMMITTED PURCHASER FUNDING

Section 4.1 Committed Purchaser Funding. Capital funded by the Committed Purchasers in a Group shall accrue Yield for each day during each Tranche Period at either the LIBO Rate, the Transaction Rate or the Prime Rate in accordance with the terms and conditions hereof. Until Seller gives notice to the applicable Co-Agent of another Discount Rate in accordance with Section 4.4, the initial Discount Rate for any interest in a Purchaser Interest transferred to the Committed Purchasers in a Group by the applicable Conduit pursuant to the terms and conditions of any Liquidity Agreement shall be the Prime Rate. If the Committed Purchasers in a Group acquire by assignment from the applicable Conduit any interest in a Purchaser Interest pursuant to a Liquidity Agreement, Capital allocable to each interest so assigned shall each be deemed to have a new Tranche Period commencing on the date of any such assignment.

Section 4.2 Yield Payments.

(a) On the last day of each Tranche Period for each portion of Capital funded by the Committed Purchasers in the Falcon Group or Liberty Street Group, Seller shall pay to the applicable Co-Agent (for the benefit of the Committed Purchasers in its Group) an aggregate amount equal to the accrued and unpaid Yield for the entire Tranche Period of each such portion of Capital in accordance with Article II.

(b) On each Monthly Payment Date, Seller shall pay to the Wells Fargo Agent (for the benefit of the Wells Fargo Committed Purchasers) an aggregate amount equal to the

accrued and unpaid Yield for the most recently ended Tranche Period in respect of the portion of Capital held by the Wells Fargo Group during such Tranche Period.

Section 4.3 Selection and Continuation of Tranche Periods.

(a) With consultation from (and approval by) the applicable Co-Agent, Seller shall from time to time request Tranche Periods for Capital funded by the Committed Purchasers in the Falcon Group and the Liberty Street Group.

(b) Seller or the applicable Co-Agent of the Falcon Group or the Liberty Street Group, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”) for any portion of Capital, may, effective on the last day of the Terminating Tranche: (i) divide any such portion of Capital into multiple portions, (ii) combine any such portion of Capital with one or more other portions that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such portion of Capital with a new interest in the Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided that in no event may any portion of Capital of a Conduit be combined with any portion of Capital of its Committed Purchasers.

Section 4.4 Committed Purchaser Discount Rates. Seller may select the LIBO Rate, the Transaction Rate or the Prime Rate for each portion of Capital of the Committed Purchasers in each Group. Seller shall by 11:00 a.m. (Chicago time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which the LIBO Rate is being requested as a new Discount Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Prime Rate or the Transaction Rate is being requested as a new Discount Rate, give the applicable Co-Agent irrevocable notice of the new Discount Rate for the portion of Capital of its Group associated with such Terminating Tranche. Until Seller gives notice to the applicable Co-Agent of another Discount Rate, the initial Discount Rate for any Purchaser Interest transferred to the Committed Purchasers pursuant to the terms and conditions of any Liquidity Agreement shall be the Prime Rate.

Section 4.5 Suspension of the LIBO Rate.

(a) If prior to the first day of any Tranche Period:

(i) the applicable Co-Agent shall have determined (which determination shall be conclusive and binding on Seller) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Tranche Period, or

(ii) the applicable Co-Agent shall have received notice from Committed Purchasers holding Commitments in excess of 50% of the aggregate of all Commitments in such Co-Agent’s Group that the LIBO Rate determined for such Tranche Period will not adequately and fairly reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate,

such Co-gent shall give fax or telephonic notice thereto to Seller and the relevant Committed Purchasers as soon as practicable thereafter. If such notice is given (A) any Capital funded by

the Committed Purchasers in such Group requested to accrue Yield at a LIBO Rate as of the first day of such Tranche Period shall instead accrue Yield at the Prime Rate, (B) any Capital funded by the Committed Purchasers in such Group that is already accruing Yield at a LIBO Rate shall, after the last day of such Tranche Period, accrue Yield at the Prime Rate, and (C) until such notice is withdrawn, Seller shall not request that Yield accrue at a LIBO Rate on any further Purchaser Interests of such Group.

(b) If less than all of the Committed Purchasers in a Group give a notice to the applicable Co-Agent pursuant to Section 4.5(a)(ii), each Committed Purchaser in such Group which gave such a notice shall be obliged, at the request of Seller, Conduit or such Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser or (ii) another funding entity nominated by Seller or the applicable Co-Agent that is acceptable to such Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers in such Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers in such Group, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 12.1(b).

Section 4.6 Liquidity Agreement Fundings. The parties hereto acknowledge that each Conduit may assign all or any portion of its Purchaser Interests to the Committed Purchasers in its Group at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Purchaser Interests through a funding under such Liquidity Agreement to the extent available. The fundings under each Liquidity Agreement will accrue Yield in accordance with this Article IV. Regardless of whether a funding of Purchaser Interests by Committed Purchasers constitutes the direct purchase of an interest in Purchaser Interests hereunder, an assignment under the applicable Liquidity Agreement of an interest in Purchaser Interests originally funded by a Conduit or the sale of one or more participations or other interests under such Liquidity Agreement of an interest in a Purchaser Interest originally funded by a Conduit, each Committed Purchaser participating in a funding of an interest in Purchaser Interests shall have the rights and obligations of a “Purchaser” hereunder with the same force and effect as if it had directly purchased such interest from Seller hereunder.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of the Seller Parties. Each Seller Party hereby represents and warrants to the Agents and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

(b) Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller’s use of the proceeds of purchases made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

(c) No Conflict. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d) Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e) Actions, Suits. There are no actions, suits or proceedings pending, or to the best of such Seller Party’s knowledge, threatened, against or affecting such Seller Party, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect.

(f) Binding Effect. This Agreement and each other Transaction Document to which such Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective 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).

(g) Accuracy of Information. All information heretofore furnished by such Seller Party or any of its Affiliates to the Agents or the Purchasers for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Seller

Party or any of its Affiliates to the Agents or the Purchasers will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, taken as a whole, not misleading.

(h) Use of Proceeds. No proceeds of any purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Exchange Act.

(i) Good Title. Immediately prior to each purchase hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except for Adverse Claims created by the Transaction Documents and the Second Lien Adverse Claims. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable, its Collections and the Related Security.

(j) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the Administrative Agent for the benefit of the relevant Purchaser or Purchasers (and the Administrative Agent for the benefit of such Purchaser or Purchasers shall acquire from Seller) a valid and perfected first priority undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except for Adverse Claims created by the Transaction Documents and the Second Lien Adverse Claims. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections. Such Seller Party’s jurisdiction of organization is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral.

(k) Places of Business and Locations of Records. The principal places of business and chief executive office of such Seller Party and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which the Administrative Agent has been notified in accordance with Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has been taken and completed. Seller’s Federal Employer Identification Number is correctly set forth on Exhibit III.

(l) Collections. The conditions and requirements set forth in Section 7.1(j) and Section 8.2 have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. Seller has not granted any Person, other than the Administrative Agent as contemplated by this Agreement and the Intercreditor Agreement, dominion and control of any Lock-Box or

Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

(m) Material Adverse Effect. (i) The initial Servicer represents and warrants that since December 31, 2009, no event has occurred that would have a material adverse effect on the financial condition or operations of the initial Servicer and its Subsidiaries or the ability of the initial Servicer to perform its obligations under this Agreement, and (ii) Seller represents and warrants that since the date of this Agreement, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of Seller, (B) the ability of Seller to perform its obligations under the Transaction Documents, or (C) the collectibility of the Receivables generally or any material portion of the Receivables.

(n) Names. The name in which Seller has executed this Agreement is identical to the name of Seller as indicated on the public record of its state of organization which shows Seller to have been organized. In the past five (5) years, Seller has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and the names set forth on Exhibit VI hereto.

(o) Ownership of Seller. Tenneco Operating owns, directly or indirectly, 100% of the issued and outstanding capital stock of Seller. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Seller.

(p) Not an Investment Company. Such Seller Party is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q) Compliance with Law. Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(r) Compliance with Credit and Collection Policy. Such Seller Party has complied with the Credit and Collection Policy with regard to each Receivable and in all material respects with the related Contract, and has not made any change to such Credit and Collection Policy, except such change as to which the Administrative Agent has been notified in accordance with Section 7.1(a)(vii).

Receivable under its Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(t) Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor 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).

(u) Eligible Receivables. Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date of its purchase under the applicable Receivables Sale Agreement was an Eligible Receivable on such purchase date.

(v) Net Receivables Balance. Seller has determined that, immediately after giving effect to each purchase hereunder, the Net Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.

(w) Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the applicable Receivables Sale Agreement does not jeopardize the true sale analysis.

(x) Solvency. After giving effect to (i) the purchase by the Seller of Receivables under the Receivables Sale Agreements, (ii) the sale of Purchaser Interests hereunder to occur on such date and to the application of the proceeds therefrom and (iii) the sale of “Purchaser Interests” under (and as defined in) the Second Lien Receivables Purchase Agreement to occur on such date and application of the proceeds therefrom, the Seller is and will be Solvent.

Section 5.2 Committed Purchaser Representations and Warranties. Each Committed Purchaser hereby represents and warrants to its applicable Co-Agent, its Conduit, if any, the Administrative Agent and the Seller Parties that:

(a) Existence and Power. Such Committed Purchaser is a corporation or a banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all corporate power to perform its obligations hereunder.

(b) No Conflict. The execution and delivery by such Committed Purchaser of this Agreement and the performance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets. This Agreement has been duly authorized, executed and delivered by such Committed Purchaser.

(c) Governmental Authorization. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Committed Purchaser of this Agreement and the performance of its obligations hereunder.

(d) Binding Effect. This Agreement constitutes the legal, valid and binding obligation of such Committed Purchaser enforceable against such Committed Purchaser 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 such enforcement is sought in a proceeding in equity or at law).

ARTICLE VI.

CONDITIONS OF PURCHASES

Section 6.1 Conditions Precedent to Amendment and Restatement. The effectiveness of the amendment and restatement evidenced hereby is subject to the conditions precedent that (a) the Administrative Agent shall have received on or before the date of such purchase those documents listed on Schedule B and (b) each of the Agents shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee Letter.

Section 6.2 Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Administrative Agent on or prior to the date of such purchase or Reinvestment, in form and substance satisfactory to the Agents, all Settlement Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) each of the Agents shall have received such other approvals, opinions or documents as it may reasonably request, provided, however, that no Co-Agent shall request additional approvals, opinions or documents pursuant to this Section unless mandated by Standard & Poor’s or Moody’s Investors Service, Inc. or unless there has been a change in applicable law; and (d) on the date of each such Incremental Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

(i) the representations and warranties set forth in Section 5.1 excluding, in the case of any Reinvestment, Section 5.1(e) (except as it relates to a Material Adverse Effect of the of the type described in clause (iii) of the definition of such term ) or Section 5.1(m), are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though made on and as of such date;

(ii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that will constitute (A) in the case of an Incremental Purchase, an Amortization Event or a Potential Amortization Event and (B) in the case of a Reinvestment, an Amortization Event;

(iii) (x) the Aggregate Capital does not exceed the Purchase Limit and (y) the “Aggregate SLOT Capital” under (and as defined in) the Second Lien Receivables Purchase Agreement does not exceed the “SLOT Purchase Limit” under (and as defined in) the Second Lien Receivables Purchase; and

(iv) (x) the aggregate Purchaser Interests do not exceed 100% and (y) the aggregate “SLOT Interests” under (and as defined in) the Second Lien Receivables Purchase do not exceed 100%.

It is expressly understood that each Reinvestment shall, unless otherwise directed by the applicable Co-Agent or Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Co-Agents, which right may be exercised at any time on demand of the Co-Agents, acting together, to rescind the related purchase and direct Seller to pay to each Co-Agent for the benefit of the Purchasers in its Group an amount equal to such Group’s Percentage of the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.

ARTICLE VII.

COVENANTS

Section 7.1 Affirmative Covenants of the Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

(a) Financial Reporting. Such Seller Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Co-Agents:

(i) Annual Reporting. (A) As soon as available, but in any event within 90 days after the end of each fiscal year of Performance Guarantor, a copy of the audited consolidated balance sheet of Performance Guarantor and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows (or such other similar or additional statement then requested by the SEC for annual reports filed pursuant to the Exchange Act) for the such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, or other material qualification of exception, by independent public accountants of nationally recognized standing, and (B) as soon as available, but in any event within 105 days after the end of each fiscal year of Seller, a copy of the unaudited balance sheet of Seller as at the end of such year and the related unaudited statements of income and of cash flows for the such year, setting forth, in each case, in comparative form the figures for the previous year, if applicable, certified by an Authorized Officer of Seller.

(ii) Quarterly Reporting. (A) As soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of Performance Guarantor, the unaudited consolidated balance sheet of Performance Guarantor and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows (or such other or similar or additional statement then required by the SEC for quarterly reports filed pursuant to the Exchange Act) for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by Performance Guarantor’s chief executive officer, president or chief financial officer, and (B) as soon as available, but in any event not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of Seller, analogous unconsolidated unaudited statements for Seller, certified by an Authorized Officer of Seller.

(iii) Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit V signed by an Authorized Officer of Performance Guarantor or Seller, as applicable, and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(iv) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished.

(v) S.E.C. Filings. Within 60 days after the end of each of the first three (3) fiscal quarters of Performance Guarantor, a narrative discussion and analysis of the financial condition and results of operations of Performance Guarantor and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year (or such other or similar additional statement then required by the SEC for quarterly reports filed pursuant to the Exchange Act); and within five days after the same are filed, copies of all financial statements and reports that Performance Guarantor may make to, or file with, the SEC.

(vi) Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than one of the Agents or Purchasers, copies of the same.

(vii) Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Agents’ consent thereto.

reasonably request in order to protect the interests of the Agents and the Purchasers under or as contemplated by this Agreement.

(b) Notices. Such Seller Party will notify the Agents in writing of any of the following promptly upon learning of the occurrence thereof (or at such other specified time), describing the same and, if applicable, the steps being taken with respect thereto:

(i) Amortization Events or Potential Amortization Events. The occurrence of each Amortization Event and each Potential Amortization Event, accompanied by a statement of an Authorized Officer of such Seller Party.

(ii) Judgment and Proceedings. (A) (1) The entry against the Performance Guarantor or any of its Subsidiaries (other than Seller) of one or more judgments or decrees involving in the aggregate for the Performance Guarantor and such Subsidiaries a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $75,000,000 or more, and (2) the institution of any litigation, arbitration proceeding or governmental proceeding against the Performance Guarantor or any of its Subsidiaries (other than Seller) which, if adversely determined, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (B) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.

(iii) Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv) Purchase Termination Date. The occurrence of the “Purchase Termination Date” under and as defined in any Receivables Sale Agreement.

(v) Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement pursuant to which such Seller Party is a debtor or an obligor.

(vi) Downgrade of Tenneco Automotive. Any downgrade in the rating of any Indebtedness of Tenneco Automotive by Standard & Poor’s Ratings Service, a division of the McGraw-Hill Companies, or by Moody’s Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change.

(vii) Appointment of Independent Director. The decision to appoint a new director of the Seller as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to contain a certification by an Authorized Officer of the Seller that the designated Person satisfies the criteria set forth in the definition of “Independent Director” contained herein.

(viii) Second Lien Receivables Purchase Agreement.

(A) The occurrence of each “Amortization Event” and each “Potential Amortization Event” under (and as defined in) the Second Lien Receivables Purchase Agreement, accompanied by a statement of an Authorized Officer of such Seller Party.

(B) Written notice of any assignment entered into by any “Purchaser” under (and as defined in) the Second Lien Receivables Purchase Agreement consented to by the Seller, together with a copy of the documentation evidencing such assignment.

(C) Written notice and a copy of any request to increase or reduce the “Purchase Limit” or any “Commitment” under (and as defined in) the Second Lien Receivables Purchase Agreement, concurrently with delivery of such request to the Second Lien Agent.

(c) Compliance with Laws and Preservation of Corporate Existence. Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted.

(d) Audits. Such Seller Party will furnish to the Agents from time to time such information with respect to it and the Receivables as any Agent may reasonably request. Such Seller Party will, from time to time during regular business hours as requested by the Agents, acting together, upon reasonable notice and at the sole cost of such Seller Party, permit a single firm acting for the Co-Agents and the Second Lien Agent: (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller or the Servicer having knowledge of such matters (the procedures described in the foregoing clauses (i) and (ii) are referred to herein as an “Audit”); provided, however, that Audits shall be limited to not more than two per calendar year in the aggregate pursuant to this Agreement and the Second Lien Receivables Purchase Agreement, collectively, so long as (i) no Amortization Event has occurred and is continuing and (ii) the immediately preceding Audit was satisfactory to the Agents in all material respects.

(e) Keeping and Marking of Records and Books.

(i) The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will give the Agents notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii) Such Seller Party will: (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Purchaser Interests with a legend, acceptable to the Administrative Agent, describing the Purchaser Interests and (B) upon the request of the Administrative Agent following the occurrence and during the continuance of any Amortization Event: (x) mark each Contract constituting an instrument or chattel paper with a legend describing the Purchaser Interests and (y) deliver to the Administrative Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(f) Compliance with Contracts and Credit and Collection Policy. Such Seller Party will timely and fully (i) perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g) Performance and Enforcement of Receivables Sale Agreement. Seller will, and will require the applicable Originator to, perform each of their respective obligations and undertakings under and pursuant to the applicable Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to Seller under such Receivables Sale Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agents and the Purchasers as assignees of Seller) under the Receivables Sale Agreements as the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreements.

(h) Ownership. Seller will, and will require the Originators to, take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections purchased under the Receivables Sale Agreements irrevocably in Seller, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agents and the Purchasers and the Second Lien Adverse Claims (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Seller therein as any Agent may reasonably request), and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided percentage ownership interest (and/or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than the Second Lien Adverse Claims or Adverse Claims in favor of the Administrative Agent for the benefit of the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the Administrative Agent for the benefit of the Purchasers as the Administrative Agent may reasonably request).

(i) Purchasers’ Reliance. Seller acknowledges that the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from each of the Tenneco Automotive Entities. Therefore, from and after the date of execution and delivery of this Agreement, Seller shall take all reasonable steps, including, without limitation, all steps that any Agent or Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of each of the Tenneco Automotive Entities and not just a division of any of the Tenneco Automotive Entities. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein:

(A) Seller will at all times have a board of directors consisting of at least two members, at least one member of which is an Independent Director, and shall compensate the Independent Director from its own funds;

(B) Seller will maintain its own telephone number, stationery, and other business forms separate from those of any other Person (including each Tenneco Automotive Entity) and will conduct business in its own name except that, as a general matter, Obligors will not be informed in the first instance that Tenneco Operating is acting on behalf of Seller as servicer;

(C) Seller will conduct its business at an office separate from the offices of the Originators (which however, may be within the premises of and leased (at a fair market rent) from a Tenneco Automotive Entity in which case such office will be clearly identified (by signage or otherwise));

(D) Seller will require that any consolidated financial statements of the Tenneco Automotive Entities that include Seller will contain a footnote to the effect that the Originators have sold the Receivable Assets to Seller, which is a separate legal entity and which has then entered into this Agreement. Separate unaudited balance sheets and statements of income and cash flows (with no footnote disclosures) will also be prepared for Seller. In addition to the aforementioned footnote to any consolidated financial statement, Seller will take (or require the Originators to take) certain actions to disclose publicly Seller’s separate existence and the transactions, including, without limitation, through the filing of UCC financing statements. Seller will not conceal or permit the Originators to conceal from any interested party any transfers contemplated by the Transaction Documents, although Obligors will not be affirmatively informed in the first instance of the transfer of their obligations;

(E) Seller will ensure that any allocations of direct, indirect or overhead expenses for items shared between Seller and any Tenneco Automotive Entity that are not included as part of the Servicing Fee will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;

(F) Except as provided in paragraph (E) above regarding the allocation of certain shared overhead items, Seller will pay its own operating expenses and liabilities from its own funds;

(G) Seller will ensure that each of the Tenneco Automotive Entities, on the one hand, and Seller, on the other hand, maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify Seller’s individual assets and liabilities from those of the other or from those of any other person or entity. Except as set forth below, Seller will maintain its own books of account and corporate records separate from the Tenneco Automotive Entities. Seller will not commingle or pool its funds (or other assets) or liabilities with those of any except as specifically provided in this Agreement with respect to the temporary commingling of collections of the Receivable Assets and except with respect to Servicer’s retention of Records pertaining to the Receivable Assets. Seller will not maintain joint bank accounts or other depository accounts to which any Tenneco Automotive Entity (other than solely in their capacity as Servicer or, as applicable, a permitted designee of Servicer) has independent access;

(H) Seller will strictly observe, and will require each of the Tenneco Automotive Entities to strictly observe, corporate formalities, including with respect to its dealings with each other, and will do all things reasonably necessary to ensure that no transfer of assets between any Originator, on the one hand, and Seller, on the other hand, is made without adherence to corporate formalities;

(I) All distributions made by Seller to Tenneco Operating as its sole shareholder shall be made in accordance with applicable law;

(J) Seller will not enter into any transaction with any of the Tenneco Automotive Entities, even if permitted (although not expressly provided for in) the Transaction Documents, unless such transaction is fair and equitable to Seller, on the one hand, and such Tenneco Automotive Entity on the other hand, and is of the type of transaction that would be entered into by a prudent Person in the position of Seller vis à vis such Tenneco Automotive Entity and that is on terms that are at least favorable as may be obtained from a Person who is not Tenneco Automotive Entity;

(K) Seller will (1) comply in all material respects with its certificate of incorporation and by-laws, (2) operate its business and activities such that: (A) it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions authorized by this Agreement and the Receivables Sale Agreement; and (B) it does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (ii) the incurrence of obligations under this Agreement, (iii) the incurrence of obligations, as expressly contemplated in the Receivables Sale Agreement, to make payment to the related Originator thereunder for the purchase of Receivables under the Receivables Sale Agreement, (iv) the incurrence of obligations under the Second Lien Receivables Purchase Agreement in an aggregate principal amount not to exceed $40,000,000 at any time outstanding, and (v) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement; and

(L) Seller will maintain its corporate charter in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its certificate or articles of incorporation or by-laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement; and (2) for so long as this Agreement is in effect, its certificate or articles of incorporation, (x) contains a definition of “Independent Director” identical to the definition of such term contained herein, (y) provides for not less than ten (10) days’ prior written notice to the secured creditors of the Seller (which notice requirement, for purposes of all the Transaction Documents, shall be satisfied if such prior written notice is delivered to the Agents) of the replacement or appointment of any director that is to serve or is then serving as an Independent Director for purposes of this Agreement, which notice shall contain a certification by an Authorized Officer of the Seller that the designated Person satisfies the criteria set forth in the definition of “Independent Director” contained herein and (z) requires as a condition precedent to giving effect to such replacement or appointment that the Seller shall have received written acknowledgement from such creditors that in their reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Director” contained herein (which acknowledgement shall not be unreasonably withheld and shall be promptly provided after receipt of notice by the Agents from the Seller and, for purposes of all the Transaction Documents, shall be satisfied if such acknowledgement is received by the Seller from the Agents).

(j) Collections. Such Seller Party will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agents, the Purchasers, the Second Lien Agent and the “Purchasers” under (and as defined in) the Second Lien Receivables Purchase Agreement. Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except, subject to the Intercreditor Agreement, the Second Lien Agent as contemplated by the Second Lien Receivables Purchase Agreement or to the Administrative Agent as contemplated by this Agreement.

(k) Taxes. Such Seller Party will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and, in each case, for which adequate reserves in accordance with GAAP shall have been set aside on its books. Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of any Agent or any Purchaser.

(l) Payment to the Applicable Originator. With respect to any Receivable purchased by Seller from an Originator, such sale shall be effected under, and in strict compliance with the terms of, the applicable Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to such Originator in respect of the purchase price for such Receivable.

Section 7.2 Negative Covenants of the Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:

(a) Name Change, Offices and Records. Such Seller Party will not (i) change its name, identity or corporate structure (within the meaning of Article 9 of any applicable enactment of the UCC) or at any time while the location of its chief executive office is relevant to perfection of any interest in the Receivables, relocate its chief executive office or (ii) change any office where Records are kept, unless it shall have: (A) given the Administrative Agent at least forty-five (45) days’ prior written notice thereof and (B) delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.

(b) Change in Payment Instructions to Obligors. Except as may be required by the Administrative Agent pursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c) Modifications to Contracts and Credit and Collection Policy. Such Seller Party will not, without the Required Agents’ consent, make any change to the Credit and Collection Policy that could reasonably be expected to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(d), the Servicer will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator. Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory.

(e) Net Receivables Balance. At no time prior to the Amortization Date shall Seller permit the Net Receivables Balance to be less than an amount equal to the sum of (i) the Aggregate Capital plus (ii) the Aggregate Reserves.

(f) Termination Date Determination. Seller will not designate the “Termination Date” (as such term is defined in any Receivables Sale Agreement), or send any written notice to the Originators in respect thereof, without the prior written consent of the Agents, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of any Receivables Sale Agreement.

(g) Restricted Junior Payments. From and after the occurrence of any Amortization Event, Seller will not make any Restricted Junior Payment if, after giving effect thereto, Seller would fail to maintain the Required Capital Amount.

(h) Amendments to Second Lien Transaction Documents. Seller will not amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of the Second Lien Transaction Documents except for amendments, modifications and other changes expressly permitted by the Intercreditor Agreement.

(i) Changes in Commitments under Second Lien Receivables Purchase Agreement. Notwithstanding anything in the Second Lien Transaction Documents to the contrary, the Seller will not, without the prior written consent of the Required Agents, agree to any change, in whole or in part, of the “SLOT Purchase Limit” or any “Commitment” under (and as defined in) the Second Lien Receivables Purchase Agreement.

(j) Payment of Second Lien Obligations. Notwithstanding anything in the Second Lien Transaction Documents to the contrary, the Seller will not, without the prior written consent of the Required Agents, (i) make any repayment of “SLOT Capital” in respect of the “SLOT Interests” under (and as defined in) the Second Lien Receivables Purchase Agreement except as otherwise permitted under the Intercreditor Agreement or (ii) from the Facility Termination Date until the Discharge of First Lien Obligations, make, directly or indirectly, any payment in respect of the “Second Lien Obligations” (as defined in the Intercreditor Agreement) except as otherwise permitted under the Intercreditor Agreement.

ARTICLE VIII.

ADMINISTRATION AND COLLECTION

Section 8.1 Designation of Servicer. The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 8.1. Tenneco Operating is hereby designated as, and hereby

agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. The Required Agents, acting together, may at any time when an Amortization Event has occurred and is continuing designate as Servicer any Person to succeed Tenneco Operating or any successor Servicer.

Section 8.2 Duties of Servicer.

(a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.

(b) The Servicer will instruct Seller or Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall effect a Collection Account Agreement substantially in the form of Exhibit VI with each bank party to a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances.

(c) The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall set aside and hold in trust for the account of Seller and the Purchasers their respective shares of the Collections in accordance with Article II. The Servicer shall, upon the request of the Administrative Agent (acting at the direction of at least two (2) Co-Agents) after the occurrence and during the continuance of an Amortization Event, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Purchasers as soon as possible, but no later than two (2) Business Days following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

(d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Charged-Off Receivable or limit the rights of the Agents or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein at any time that an Amortization Event has occurred and is continuing, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

(e) The Servicer shall hold in trust for Seller and the Purchasers all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as

practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, as soon as practicable following receipt thereof turn over to Seller any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of any Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside for the Purchasers pursuant to Article II.

(f) Any payment by an Obligor in respect of any indebtedness owed by it to any Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 8.3 Collection Notices. The Administrative Agent (acting at the direction of at least two (2) Co-Agents) is authorized at any time to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Administrative Agent for the benefit of the Purchasers, effective when the Administrative Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Administrative Agent, and agrees that the Administrative Agent (acting at the direction of at least two (2) Co-Agents) shall be entitled after the occurrence and during the continuance of an Amortization Event to (i) endorse Seller’s and the applicable Originator’s name on checks and other instruments representing Collections, (ii) enforce the Receivables, the related Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrative Agent rather than Seller. If an Originator identifies, to the satisfaction of the Administrative Agent, any remittances received in any Lock-Box or Collection Account as not constituting Collections or other proceeds of the Receivables and Related Security, the Administrative Agent shall promptly remit (or instruct the applicable Collection Bank to remit) such remittances to such Originator.

Section 8.4 Responsibilities of Seller. Anything herein to the contrary notwithstanding, the exercise by the Agents and the Purchasers of their rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

Section 8.5 Portfolio Reports. The Servicer shall prepare and forward to the Agents (i) on or before each Monthly Reporting Date, a Monthly Report for the month then most recently ended, (ii) during each (A) Level Two Ratings Period and (B) Level Three Ratings Period, unless at any time during any such Level Three Ratings Period, any Agent shall have requested that Daily Reports be delivered pursuant to the immediately succeeding clause (iii) of

this paragraph, on Monday of each week with respect to and as of the end of the immediately preceding calendar week, a Weekly Report, (iii) during each Level Three Ratings Period with respect to which any Agent shall have requested that Daily Reports be delivered pursuant to this clause (iii) of this paragraph, on each Daily Reporting Date with respect to and as of the preceding Business Day, a Daily Report and (iv) at such times as any Agent shall request, a listing by Obligor of all Receivables together with an aging of such Receivables. For purposes of this Section 8.5, if at any time, Tenneco Automotive’s long-term senior unsecured debt ratings fall within different categories and as a result thereof more than one Ratings Period then applies, the Ratings Period corresponding to the lower long-term senior unsecured debt rating shall control.

Section 8.6 Servicing Fees. In consideration of Tenneco Operating’s agreement to act as Servicer hereunder, the Purchasers hereby agree that, so long as Tenneco Operating shall continue to perform as Servicer hereunder, Seller shall pay over to Tenneco Operating a fee (the “Servicing Fee”) on the first calendar day of each month, in arrears for the immediately preceding month, equal to 1.00% per annum of the aggregate Outstanding Balance of the Receivables on the last day of such preceding month as compensation for its servicing activities.

ARTICLE IX.

AMORTIZATION EVENTS

Section 9.1 Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:

(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when due, and, except in the case of a payment of Capital, such failure shall continue for five (5) consecutive days after the date when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for ten (10) consecutive Business Days after notice from Buyer or any of its assigns.

(b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.

(c) The Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall (i) default in making any payment of principal of any Indebtedness (including any Contingent Obligation) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition related to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which

default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable; provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (c) shall not at any time constitute an Amortization Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) or (iii) of this paragraph (c) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of which exceeds in the aggregate $50,000,000 for the Performance Guarantor and its Subsidiaries, taken as a whole.

(d) (i) The Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee or other similar official for it or any substantial part of its assets, or the Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Performance Guarantor, any Seller Party or any of their respective Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Performance Guarantor, any Seller Party or any of their respective Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) the Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due.

(e) (x) Seller shall fail to comply with the terms of Section 2.6 hereof or (y) the aggregate “SLOT Interests” under (and as defined in) the Second Lien Receivables Purchase Agreement shall exceed 100% and such excess shall not have been eliminated as of the close of business on the immediately succeeding Business Day.

(f) As at the end of any month:

(i) the average of the Delinquency Ratio for each of the three (3) months then most recently ended shall exceed 3.00%,

(ii) the average of the Loss-to-Liquidation Ratio for each of the three (3) months then most recently ended shall exceed 2.00%, or

(iii) the average of the Dilution Ratio for each of the three (3) months then most recently ended shall exceed 4.00% for any three-month period.

(g) A Change of Control shall occur.

(h) (i) Seller or any Originator shall fail to observe any provision of such Originator’s Receivables Sale Agreement, or (ii) Seller or any Originator shall give up its rights under such Receivables Sale Agreement with regard to any failure of the type described in clause (i) hereof.

(i) (x) The Consolidated Net Leverage Ratio (as defined in the Tenneco Credit Agreement) as at the last day of any period of four consecutive fiscal quarters of Tenneco Automotive ending with any fiscal quarter during any period set forth below shall exceed the ratio set forth below opposite use period:


Period		Consolidated Net Leverage Ratio
First Quarter 2010		5.50 to 1.00
Second Quarter 2010		5.00 to 1.00
Third Quarter 2010		4.75 to 1.00
Fourth Quarter 2010		4.50 to 1.00
First Quarter 2011		4.00 to 1.00
Second Quarter 2011		3.75 to 1.00
Third and Fourth Quarters 2011		3.50 to 1.00
Fiscal Year 2012 and thereafter		3.50 to 1.00

(y) The Consolidated Interest Coverage Ratio (as defined in the Tenneco Credit Agreement) for any period of four consecutive fiscal quarters of Tenneco Automotive ending with any fiscal quarter during any period set forth below to be less than the ratio set forth below opposite such period:


Period		Consolidated Interest Coverage Ratio
First Quarter 2010		2.00 to 1.00
Second Quarter 2010		2.25 to 1.00
Third Quarter 2010		2.30 to 1.00
Fourth Quarter 2010		2.35 to 1.00
First Quarter 2011		2.55 to 1.00
Second Quarter 2011		2.55 to 1.00
Third and Fourth Quarters 2011		2.55 to 1.00
Fiscal Year 2012 and thereafter		2.75 to 1.00

(j) [Reserved].

(k) One or more judgments or decrees shall be entered against any Seller Party or any of its Subsidiaries involving in the aggregate for the Seller Parties and their Subsidiaries a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $75,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof.

(l) The “Purchase Termination Date” under and as defined in any Receivables Sale Agreement shall occur or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under its Receivables Sale Agreement.

(m) An “Amortization Event” shall have occurred under (and as defined in) the Second Lien Receivables Purchase Agreement.

(n) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.

(o) Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.

(p) Any Seller Party shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Intercreditor Agreement, or the Intercreditor Agreement shall cease to be effective or to be the legally valid, binding and enforceable obligation of the parties thereto, or the Seller shall directly or indirectly contest in any manner the effectiveness, validity, binding nature or enforceability of the Intercreditor Agreement.

(q) Any Person shall be appointed as an Independent Director of the Seller without prior notice thereof having been given to the Agents in accordance with Section 7.1(b)(vii) of this Agreement or without the written acknowledgement by the Agents that in their reasonable judgment such Person satisfies the criteria set forth in the definition of “Independent Director” contained herein.

Section 9.2 Remedies. Upon the occurrence and during the continuation of an Amortization Event, the Administrative Agent may, and upon the direction of at least two (2) Co-Agents shall, take any of the following actions: (i) replace the Person then acting as Servicer, (ii) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party; provided, however, that upon the occurrence of an Amortization Event described in Section 9.1(d)(ii), or of an actual or deemed entry of an order for relief with respect to any Seller Party under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller Party, (iii) to the fullest extent permitted by applicable law, if requested by any Co-Agent, declare that the Default Fee shall accrue with respect to any of the Aggregate Unpaids outstanding at such time that are owing to the Purchasers in such Co-Agent’s Group in lieu of any CP Costs or Yield that would otherwise be accruing on such Aggregate Unpaids, (iv) if it has not already done so, deliver the Collection Notices to the Collection Banks, and (v) notify Obligors of the Purchasers’ interest in the

Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Administrative Agent, on behalf of the Co-Agents and the Purchasers, otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE X.

INDEMNIFICATION

Section 10.1 Indemnities by the Seller Parties. Without limiting any other rights that any Agent or Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) each of the Agents and Purchasers and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of such Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder, excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

(a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(c) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the Purchasers of Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections;

provided, however, that nothing contained in this sentence shall limit the liability of any Seller Party or limit the recourse of the Purchasers to any Seller Party for amounts otherwise specifically provided to be paid by such Seller Party under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Seller shall indemnify the Agents and the Purchasers for Indemnified Amounts relating to or resulting from:

(i) any representation or warranty made by any Seller Party, any Originator (or any officers of any such Person) or the Performance Guarantor under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect in any respect when made or deemed made;

(ii) the failure by Seller, the Servicer, any Originator or the Performance Guarantor to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii) any failure of Seller, the Servicer, any Originator or the Performance Guarantor to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vi) the commingling of Collections of Receivables at any time with other funds;

(vii) the Transaction Documents, the transactions contemplated thereby, the use of the proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Purchaser Interests or any other investigation, litigation or proceeding relating to Seller, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix) any Amortization Event described in Section 9.1(d);

(x) any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from the applicable Originator, free and clear of any Adverse Claim (other Adverse Claims created under the Transaction Documents and the Second Lien Adverse Claims); or any failure of Seller to give reasonably equivalent value to such Originator under the applicable Receivables Sale Agreement in consideration of the transfer by such Originator of any

Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

(xi) any failure to vest and maintain vested in the Administrative Agent for the benefit of the Purchasers, or to transfer to the Administrative Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except for Adverse Claims created by the Transaction Documents and Second Lien Adverse Claims);

(xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Incremental Purchase or Reinvestment or at any subsequent time;

(xiii) any action or omission by any Seller Party which reduces or impairs the rights of the Agents or the Purchasers with respect to any Receivable or the value of any such Receivable;

(xiv) any attempt by any Person to void any Incremental Purchase or Reinvestment hereunder under statutory provisions or common law or equitable action; and

(xv) the failure of any Receivable included in the calculation of the Net Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so included.

Section 10.2 Increased Cost and Reduced Return(a) . (a) If any Regulatory Change, except for changes in the rate of tax on the overall net income of a Purchaser or Affected Entity or taxes excluded by Section 10.1, (i) subjects any Purchaser or any Affected Entity to any charge or withholding on or with respect to this Agreement or any other Funding Agreement or a Purchaser’s or Affected Entity’s obligations under this Agreement or any other Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Affected Entity of any amounts payable under this Agreement or any other Funding Agreement or (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Entity or a Purchaser, or credit extended by an Affected Entity or a Purchaser pursuant to this Agreement or any other Funding Agreement (except the reserve requirement reflected in the LIBO Rate) or (iii) imposes any other condition affecting this Agreement or any Funding Agreement and the result of any of the foregoing is to increase the cost to an Affected Entity or a Purchaser of performing its obligations under this Agreement or any other Funding Agreement, or to reduce the rate of return on an Affected Entity’s or Purchaser’s capital as a consequence of its obligations under this Agreement or any other Funding Agreement, or to reduce the amount of any sum received or receivable by an Affected Entity or a Purchaser under this Agreement or any other Funding Agreement, or to require any payment calculated by reference to the amount of interests or loans

held or interest received by it then, on the forty-fifth (45^th) day after demand by the related Co-Agent, Seller shall pay (without duplication of any amounts payable as described in Section 10.4 below) to such Co-Agent, for the benefit of the relevant Affected Entity or Purchaser, such amounts charged to such Affected Entity or Purchaser or such amounts to otherwise compensate such Affected Entity or such Purchaser for such increased cost or such reduction; provided, that solely in the case of a Regulatory Change of the type described in clause (iii) of the definition thereof, Seller shall only be liable for amounts in respect of increased costs or reduced returns for the period of up to ninety (90) days prior to the date on which such demand was made. To the extent that any Funding Agreement described in this Section covers facilities in addition to the facility evidenced by this Agreement, each Conduit shall allocate the liability for any applicable increased costs or reductions among Seller and other Persons with whom such Conduit has entered into agreements to purchase interests in or finance receivables and other financial assets (“Other Customers”). If any increased costs or reductions payable pursuant to this paragraph (a) are attributable to Seller and not attributable to any Other Customer, Seller shall be solely liable for such increased costs or reductions. However, if any such increased costs or reductions are attributable to Other Customers and not attributable to Seller, such Other Customer shall be solely liable for such increased costs or reductions. All allocations to be made pursuant to the foregoing provisions of this Section shall be made by such Conduit in its sole discretion and shall be binding on Seller and the Servicer. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, or (iii) the compliance, whether commenced prior to or after the date hereof, by any Affected Entity or Purchaser with the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, or any rules or regulations promulgated in connection therewith by any such agency.

(b) A certificate of the applicable Purchaser or Affected Entity setting forth in reasonable detail the amount or amounts payable to such Purchaser or Affected Entity pursuant to paragraph (a) of this Section 10.2 and explaining the manner in which such amount was determined shall be delivered to the Seller and shall be conclusive absent manifest error. The Seller shall pay such Purchaser or Affected Entity the amount as due on any such certificate on the next Settlement Date following receipt of such notice.

(c) If any Purchaser or any Affected Entity (A) has or anticipates having any claim for compensation from the Seller pursuant to clause (iii) of the definition of Regulatory Change appearing in paragraph (a) of this Section 10.2, and (B) such Purchaser or Affected Entity believes that having the facility evidenced by this Agreement publicly rated by two credit rating agencies (or, if the applicable Purchaser or Affected Entity determines that the rating of a single credit rating agency is sufficient to achieve the same effect, by one credit rating agency) would reduce the amount of such compensation by an amount deemed by such Purchaser or Affected Entity to be material, then such Purchaser or Affected Entity shall provide written

notice to the Seller and the Servicer that such Purchaser or Affected Entity intends to request such public rating(s) of this facility from two credit rating agencies (or one credit rating agency, as applicable) selected by such Purchaser or Affected Entity and reasonably acceptable to the Seller, which rating(s) shall be at least “A” from S&P and “A2” from Moody’s, or the equivalent thereof from any other such credit rating agency (the “Required Rating(s)”). The Seller and the Servicer agree that they shall cooperate with such Purchaser’s or Affected Entity’s efforts to obtain the Required Rating(s), and shall use commercially reasonable efforts to provide the applicable credit rating agencies (or credit rating agency, as applicable), either directly or through distribution to the Administrative Agent, Purchaser or Affected Entity, any information (subject to the agreement of each applicable credit rating agency to maintain the confidentiality of any information so provided which relates to any Obligor) requested by such credit rating agencies (or credit rating agency, as applicable) for purposes of providing and monitoring the Required Rating(s). The Seller shall pay the initial fees payable to the credit rating agencies (or credit rating agency, as applicable) for providing the rating(s) and all ongoing fees payable to the credit rating agencies (or credit rating agency, as applicable) for their continued monitoring of the rating(s). Nothing in this Section 10.2(c) shall preclude any Purchaser or Affected Entity from demanding compensation from the Seller pursuant to Section 10.2(a) hereof at any time and without regard to whether the Required Rating(s) shall have been obtained, or shall require any Purchaser or Affected Entity to obtain any ratings on the facility evidenced by this Agreement prior to demanding any such compensation from the Seller; provided, however, in demanding such compensation the applicable Purchaser or Affected Entity shall take into account and give effect to any reduction in amounts payable under Section 10.2(a) due to the Required Rating(s) having been obtained.

Section 10.3 Other Costs and Expenses. Subject to any limitation on the Liberty Street Group’s reimburseable costs separately agreed to by the Liberty Street Agent and the Seller Parties, Seller shall pay to each of the Agents on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, amendment, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of the applicable Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of a legal counsel for the Agents (which such counsel may be employees of a Purchaser or an Agent) with respect thereto and with respect to advising such Agent as to its Group’s respective rights and remedies under this Agreement. Seller shall pay to the Administrative Agent on demand any and all reasonable costs and expenses of the Administrative Agent and the Purchasers, if any, including reasonable counsel fees and expenses of a common legal counsel, or if such common legal counsel determines that it cannot continue representation due to a business or ethical conflict, separate legal counsel for the Agents, in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

Section 10.4 Accounting Based Consolidation Event. Upon demand by the related Conduit Agent, Seller shall pay to such Conduit Agent, for the benefit of the relevant Affected Entity, such amounts (without duplication of any amounts payable as described in Section 10.2 above) as such Affected Entity reasonably determines will compensate or reimburse such Affected Entity for any (i) fee, expense or increased cost charged to, incurred or otherwise

suffered by such Affected Entity, (ii) reduction in the rate of return on such Affected Entity’s capital or reduction in the amount of any sum received or receivable by such Affected Entity or (iii) internal capital charge or other imputed cost, in each case, as determined by such Affected Entity to be allocable to Seller or the transactions contemplated in this Agreement, in each case resulting from or in connection with the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit that are subject to this Agreement or any other Transaction Document with all or any portion of the assets and liabilities of an Affected Entity; provided, however, that in no event may any Affected Entity (or the applicable Conduit Agent on its behalf) with respect to any Conduit claim or receive reimbursement or compensation for amounts under this Section 10.4 (x) that would result in the total compensation payable to it and all other Affected Entities with respect to such Conduit (inclusive of Yield and fees) exceeding the total compensation that would have been payable to all such Affected Entities immediately prior to such consolidation if purchases of Purchaser Interests had been made by the related Committed Purchaser pursuant to Article IV of this Agreement or (y) which were charged to, incurred or otherwise suffered by such Affected Entity on or before February 19, 2010. Amounts under this Section 10.4 may be demanded at any time without regard to the timing of issuance of any financial statement by the Conduit or by any Affected Entity. A certificate of the Affected Entity setting forth in reasonable detail the amount or amounts payable to such Affected Entity pursuant to this Section 10.4 and explaining the manner in which such amount was determined shall be delivered to the Seller and shall be conclusive absent manifest error. The Seller shall pay such Affected Entity the amount as due on any such certificate on the next Settlement Date following receipt of such notice.

ARTICLE XI.

THE AGENTS

Section 11.1 Appointment.

(a) Each member of the Liberty Street Group hereby irrevocably designates and appoints Scotiabank as Liberty Street Agent hereunder and under the other Transaction Documents to which the Liberty Agent is a party, and authorizes the Liberty Street Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Liberty Street Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Falcon Group hereby irrevocably designates and appoints JPMorgan Chase as Falcon Agent hereunder and under the other Transaction Documents to which the Falcon Agent is a party , and authorizes the Falcon Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Falcon Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Wells Fargo Group hereby irrevocably designates and appoints Wells Fargo as Wells Fargo Agent hereunder and under the other Transaction Documents to which the Wells Fargo Agent is a party, and authorizes the Wells Fargo Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Wells Fargo Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each of the

Purchasers and the Co-Agents hereby irrevocably designates and appoints JPMorgan Chase as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents shall have any duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent.

(b) The provisions of this Article XI are solely for the benefit of the Agents and the Purchasers, and neither the Seller nor the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which any of the Agents or Purchasers may have to either the Seller or the Servicer under the other provisions of this Agreement. This Article XI is intended solely to govern the relationship between the Agents, on the one hand, and the Purchasers, on the other

(c) In performing its functions and duties hereunder, (i) the Liberty Street Agent shall act solely as the agent of the members of the Liberty Street Group and does not assume and shall not be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their respective successors and assigns, (ii) the Falcon Agent shall act solely as the agent of the members of the Falcon Group and does not assume and shall not be deemed to have assumed any obligation or relationship of trust or agency with or for either the Seller or the Servicer or any of their respective successors and assigns, (iii) the Wells Fargo Agent shall act solely as the agent of the members of the Wells Fargo Group and does not assume and shall not be deemed to have assumed any obligation or relationship of trust or agency with or for either the Seller or the Servicer or any of their respective successors and assigns, and (iv) the Administrative Agent shall act solely as the agent of the Co-Agents and the Purchasers and does not assume and shall not be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their respective successors and assigns.

Section 11.2 Delegation of Duties. Each Agent may execute any of its duties under the applicable Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 11.3 Exculpatory Provisions. None of the Agents nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them or any Person described in Section 11.2 under or in connection with this Agreement (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Purchasers or other Agents for any recitals, statements, representations or warranties made by the Seller contained in this Agreement

or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of either the Seller or the Servicer to perform its respective obligations hereunder, or for the satisfaction of any condition specified in Article VI, except receipt of items required to be delivered to such Agent. None of the Agents shall be under any obligation to any other Agent or any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Seller or the Servicer.

Section 11.4 Reliance by Agents. As between the Agents and the Purchasers:

(a) Each of the Agents shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telecopy or telex message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Seller or the Servicer), independent accountants and other experts selected by such Agent. Each of the Agents shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of such of the members of its Group, as it shall determine to be appropriate under the relevant circumstances, or it shall first be indemnified to its satisfaction by the Committed Purchasers in its Group against any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action.

(b) Any action taken by any of the Agents in accordance with Section 11.4(a) shall be binding upon all of the Agents and the Purchasers.

Section 11.5 Notice of Seller Defaults. None of the Agents shall be deemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event unless such Agent has received notice from another Agent, a Purchaser, the Seller or the Servicer referring to this Agreement, stating that a Amortization Event or Potential Amortization Event has occurred hereunder and describing such Amortization Event or Potential Amortization Event. In the event that any of the Agents receives such a notice, it shall promptly give notice thereof to the Purchasers and the other Agents. The Administrative Agent may exercise any rights and remedies provided to the Administrative Agent under the Transaction Documents or at law or equity (and at the written request of the Co-Agents acting together, shall exercise any such rights and remedies and take such action as the Co-Agents shall direct) with respect to such Amortization Event or Potential Amortization Event, provided that the Administrative Agent is indemnified to its satisfaction by the Co-Agents and the Committed Purchasers against any and all liability, cost and expense which may be incurred by it by reason of such exercise of rights and remedies and/or taking any such action.

Section 11.6 Non-Reliance on Other Agents and Purchasers. Each of the Purchasers expressly acknowledges that none of the Agents, nor any of the Agents’ respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or

warranties to it and that no act by any of the Agents hereafter taken, including, without limitation, any review of the affairs of the Seller, the Servicer or the Originators, shall be deemed to constitute any representation or warranty by such Agent. Each of the Purchasers also represents and warrants to the Agents and the other Purchasers that it has, independently and without reliance upon any such Person (or any of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller, the Servicer and the Originators and made its own decision to enter into this Agreement. Each of the Purchasers also represents that it will, independently and without reliance upon the Agents or any other Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of the Seller, the Servicer and the Originators. The Agents, the Purchasers and their respective Affiliates, shall have no duty or responsibility to provide any party to this Agreement with any credit or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness of the Seller, the Servicer and the Originators which may come into the possession of such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates, except that each of the Agents shall promptly distribute to the other Agents and the Purchasers, copies of financial and other information expressly provided to it by either of the Seller or the Servicer pursuant to this Agreement.

Section 11.7 Indemnification of Agents. Each of the Committed Purchasers hereby agrees to indemnify (a) its applicable Co-Agent, (b) the Administrative Agent, and (c) the officers, directors, employees, representatives and agents of each of the foregoing (to the extent not reimbursed by the Seller or the Servicer and without limiting the obligation of the Seller or the Servicer to do so), ratably in accordance with their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Co-Agent, the Administrative Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Co-Agent or the Administrative Agent or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against such Co-Agent, the Administrative Agent or such Person as a result of, or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other document furnished in connection herewith (but excluding any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the bad faith, gross negligence or willful misconduct of such Co-Agent, the Administrative Agent or such Person as finally determined by a court of competent jurisdiction).

Section 11.8 Agents in their Individual Capacities. Each of the Agents in its individual capacity and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Seller, the Servicer, the Originators and their Affiliates as though such Agent were not an Agent hereunder. With respect to its Purchaser Interests, if any, pursuant to this Agreement, each of the Agents shall have the same rights and powers under this Agreement

as any Purchaser and may exercise the same as though it were not an Agent, and the terms “Committed Purchaser,” “Committed Purchasers,” “Purchaser” and “Purchasers” shall include each of the Agents in their individual capacities.

Section 11.9 UCC Filings. Each of the Co-Agents and the Purchasers hereby expressly recognizes and agrees that the Administrative Agent may be listed as the assignee or secured party of record on the various UCC filings required to be made under the Transaction Documents in order to perfect their respective interests in the Receivables, the Collections, each Collection Account and all Related Security, that such listing shall be for administrative convenience only in creating a record or nominee holder to take certain actions hereunder on behalf of the Groups and that such listing will not affect in any way the status of the Purchasers as the true parties in interest with respect to the collateral covered thereby. In addition, such listing shall impose no duties on the Administrative Agent other than those expressly and specifically undertaken in accordance with this Article XI.

Section 11.10 Successor Agents. If any Agent or its holding company is merged with or into any other Person, such Agent may, upon five days’ notice to the Seller and the other Agents, assign its rights and obligations hereunder to the survivor of such merger or any of its bank Affiliates, in each case, provided that both Standard & Poor’s and Moody’s Investors Service, Inc. have approved the proposed assignee as the successor administrator of such Agent’s Conduit. After the effectiveness of any assigning Agent’s assignment hereunder, the assigning Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and the provisions of this Article XI and Article X shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and under the other Transaction Documents.

Section 11.11 Intercreditor Agreement. The Purchasers and the Co-Agents hereby acknowledge and consent to the terms and conditions set forth in the Intercreditor Agreement and instruct and direct the Administrative Agent to execute the Intercreditor Agreement.

ARTICLE XII.

ASSIGNMENTS; PARTICIPATIONS

Section 12.1 Assignments.

(a) Each of the parties hereby agrees and consents to the complete or partial assignment by each Conduit of all or any portion of its rights under, interest in, title to and obligations under this Agreement to (i) its Committed Purchasers pursuant to its Liquidity Agreement, and (ii) another special purpose asset-backed commercial paper issuer administered by a Co-Agent or one of its Affiliates having a short-term debt rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s Investors Service, Inc. Upon each such assignment pursuant to this Section 12.1(a), such Conduit shall be released from its obligations so assigned. Further, each of the other parties hereby agrees that any assignee of a Conduit of this Agreement or all or any of its Purchaser Interests shall have all of the rights and benefits under this Agreement as if references to such Conduit or to a “Purchaser” explicitly referred to such assignee, and no such assignment shall in any way impair the rights and benefits of such Conduit hereunder. Neither of the Seller Parties nor (except as set forth in Section 11.10) any Agent shall have the right to assign its rights or obligations under this Agreement.

(b) Any Committed Purchaser may at any time and from time to time assign to one or more Persons (“Purchasing Committed Purchasers”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, in a form and substance satisfactory to the applicable Co-Agent (the “Assignment Agreement”), executed by such Purchasing Committed Purchaser and such selling Committed Purchaser. The consent of (i) the applicable Conduit, if any, and (ii) provided no Amortization Event or Potential Amortization Event exists and is continuing, the Seller (which consent of the Seller shall not be unreasonably withheld or delayed but may be conditioned upon a change in the voting rights of the Co-Agents under this Agreement), shall be required prior to the effectiveness of any such assignment. Each assignee of a Committed Purchaser must have a short-term debt rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s Investors Service, Inc. and must agree to deliver to the applicable Co-Agent, promptly following any request therefor by such Co-Agent or its Conduit, if any, an enforceability opinion in form and substance satisfactory to such Co-Agent and such Conduit. Upon delivery of the executed Assignment Agreement to the applicable Co-Agent, such selling Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Purchaser shall for all purposes be a Committed Purchaser party to this Agreement and shall have all the rights and obligations of a Committed Purchaser under this Agreement to the same extent as if it were an original party hereto and no further consent or action by the Seller, the Purchasers or the Agents shall be required.

(c) Each of the Committed Purchasers agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s Investors Service, Inc. (an “Affected Committed Purchaser”), such Affected Committed Purchaser shall be obliged, at the request of the applicable Conduit, if any, or its Co-Agent, to assign all of its rights and obligations hereunder to (x) another Committed Purchaser or (y) another funding entity nominated by the Agent and acceptable to Seller (which approval shall not be unreasonably withheld or delayed) and to Conduit, if any, and willing to participate in this Agreement through the Liquidity Termination Date in the place of such Affected Committed Purchaser; provided that the Affected Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Committed Purchaser’s Pro Rata Share of its Group’s Percentage of the Aggregate Capital and Yield owing to the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of such Pro Rata Share.

Section 12.2 Participations. Any Committed Purchaser may, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Committed Purchasers in its Group or any other interest of such Committed Purchaser hereunder. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed Purchaser shall remain solely responsible for the performance of its obligations hereunder, and Seller, the Purchasers and the Agents shall continue to deal solely and directly with such Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreement. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participating interest shall not restrict such Committed Purchaser’s right to agree to any amendment, supplement, waiver or modification to

this Agreement, except for any amendment, supplement, waiver or modification described in Section 14.1(b)(i).

ARTICLE XIII.

TERMINATING COMMITTED PURCHASERS

Section 13.1 Terminating Committed Purchasers.

(a) a. Each Committed Purchaser hereby agrees to deliver written notice to the applicable Co-Agent and the Administrative Agent not more than thirty (30) Business Days and not less than five (5) Business Days prior to the Liquidity Termination Date indicating whether such Committed Purchaser intends to renew its Commitment hereunder. If any Committed Purchaser fails to deliver such notice on or prior to the date that is five (5) Business Days prior to the Liquidity Termination Date, such Committed Purchaser will be deemed to have declined to renew its Commitment (each Committed Purchaser which has declined or has been deemed to have declined to renew its Commitment hereunder, a “Non-Renewing Committed Purchaser”). The applicable Co-Agent shall promptly notify its Conduit, if any, of each Non-Renewing Committed Purchaser and such Conduit, in its sole discretion, may upon one (1) Business Day’s notice to such Non-Renewing Committed Purchaser assign to such Non-Renewing Committed Purchaser on a date specified by such Conduit its Pro Rata Share of the aggregate Purchaser Interests then held by such Conduit, subject to, and in accordance with, the applicable Liquidity Agreement.

(i) In addition, unless an acceptable assignee can be found in accordance with Section 12.1(c), each Conduit may, in its sole discretion, at any time (x) to the extent of Commitment Availability, declare that any Affected Committed Purchaser’s Commitment shall automatically terminate on a date specified by such Conduit or (y) assign to any Affected Committed Purchaser on a date specified by such Conduit its Pro Rata Share of the aggregate Purchaser Interests then held by such Conduit, subject to, and in accordance with, the applicable Liquidity Agreement (each Affected Committed Purchaser or each Non-Renewing Committed Purchaser is hereinafter referred to as a “Terminating Committed Purchaser”). The parties hereto expressly acknowledge that any declaration of the termination of any Commitment, any assignment pursuant to this Section 13.1 and the order of priority of any such termination or assignment among Terminating Committed Purchasers shall be made by the applicable Conduit in its sole and absolute discretion.

(b) Upon any assignment to a Terminating Committed Purchaser as provided in this Section 13.1, any remaining Commitment of such Terminating Committed Purchaser shall automatically terminate. Upon reduction to zero of the Capital of all interests in the Purchaser Interests of a Terminating Committed Purchaser (after application of Collections thereto pursuant to Sections 2.2 and 2.3) all rights and obligations of such Terminating Committed Purchaser hereunder shall be terminated and such Terminating Committed Purchaser shall no longer be a “Committed Purchaser” hereunder; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Terminating Committed Purchaser prior to its termination as a Committed Purchaser.

Section 13.2 Replacement of Purchasers, Affected Entities and Agents

(a) If (i) any Purchaser or Affected Entity requests compensation under Section 10.2 or Conduit Agent requests compensation under Section 10.4, or (ii) any Purchaser fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof or of any other Transaction Document that requires the approval such Purchaser in accordance with the terms of Section 14.1, but the consent of the Required Agents shall have been obtained with respect to such amendment, modification, termination, waiver or consent; the Seller may arrange for an assignment of, and such requesting or non-consenting Purchaser or Affected Entity, as applicable, shall agree to assign, to one or more financial institutions acceptable to the applicable Co-Agent and the Seller all the rights and obligations hereunder of each such requesting or non-consenting Purchaser or Affected Entity, as applicable, in accordance with Section 12.1. Each Purchaser or Affected Entity, as applicable, which requests such payment or does not so consent to any such amendment, modification, termination, waiver or consent shall cooperate fully with the Seller in effectuating any such assignment.

(b) If none or less than all of the Commitment of a requesting or non-consenting Purchaser or Affected Entity, as applicable, in any Group is so assigned as provided in Section 13.2(a) above, then (i) the unassigned Commitment of such requesting or non-consenting Purchaser shall be reduced to zero, (ii) the Purchase Limit shall be automatically reduced by the amount of such non-assigned Commitment, and (iii) this Agreement and the Commitments of all other Purchasers shall remain in effect in accordance with their terms. Prior to the Amortization Date, all amounts which are to be applied in reduction of the Aggregate Capital, up to the aggregate Capital of such requesting or non-consenting Purchaser as described above in this subsection, shall be distributed to such requesting or non-consenting Purchaser in reduction of its Capital until such Capital is reduced to zero. When the aggregate Capital of such requesting or non-consenting Purchaser shall have been reduced to zero and all accrued Yield allocable thereto and all other Aggregate Unpaids owing to such Purchaser shall have been paid to such Purchaser in full, then such Purchaser shall cease to be a party to this Agreement for any purpose, and if applicable, any amendment, modification, termination, waiver or consent previously consented to by the other Purchaser, but not such Purchaser, shall automatically become effective.

ARTICLE XIV.

MISCELLANEOUS

Section 14.1 Waivers and Amendments.

(a) No failure or delay on the part of any Agent or any Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). Seller and the Required Agents may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:

(i) without the consent of each affected Purchaser, (A) extend the applicable Liquidity Termination Date or the date of any payment or deposit of Collections by Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to as Co-Agent for the benefit of any Purchaser, (D) except pursuant to Article XII hereof, change the amount of the Capital of any Purchaser, any Committed Purchaser’s Pro Rata Share or any Committed Purchaser’s Commitment, (E) amend, modify or waive any provision of this Section 14.1(b), (F) consent to or permit the assignment or transfer by Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Net Receivables Balance” or “Aggregate Reserves,” or any component of either of the foregoing or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

(ii) without the written consent of the then applicable Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent.

Notwithstanding the foregoing, (i) without the consent of the Committed Purchasers, but with the consent of Seller prior to the occurrence of an Amortization Event (which consent shall not be unreasonably withheld or delayed but may be conditioned upon a change in the voting rights of the Co-Agents under this Agreement), the Agents may amend this Agreement solely to add additional Persons as Committed Purchasers hereunder and (ii) the Agents and the Purchasers may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agents.

Section 14.2 Notices. Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 14.2. Seller hereby authorizes each of the Co-Agents to effect purchases and Tranche Period and Discount Rate selections based on telephonic notices made by any Person whom such Co-Agent in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to each Co-Agent a written confirmation of each telephonic notice signed by an authorized officer of Seller;

provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by such Co-Agent, the records of such Co-Agent shall govern absent manifest error.

Section 14.3 Ratable Payments. If any Purchaser, whether by setoff or otherwise, has payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 14.4 Protection of Ownership Interests of the Purchasers.

(a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that any Agent may request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable the Agents or the Purchasers to exercise and enforce their rights and remedies hereunder. At any time when an Amortization Event has occurred and is continuing, the Administrative Agent may, or the Administrative Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller’s expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of such Purchaser in any such notification.

(b) If any Seller Party fails to perform any of its obligations hereunder, any Agent or any Purchaser may (but shall not be required to) perform, or cause performance of, such obligations, and such Agent’s or such Purchaser’s costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 10.3. Each Seller Party irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf of Seller as debtor (if required) and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Purchasers in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Purchasers in the Receivables. This appointment is coupled with an interest and is irrevocable. Each of the Seller Parties hereby (A) authorizes the Administrative Agent to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Seller Party, in such form and in such offices as the Administrative Agent

reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Agent hereunder, (B) acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent, consenting to the form and substance of such filing or recording document, and (C) approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent in connection with the perfection of the security interest in favor of Seller or the Administrative Agent.

Section 14.5 Confidentiality.

(a) Each Seller Party and each Purchaser shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Agents and Conduits and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Seller Party and such Purchaser and its officers and employees may disclose such information to such Seller Party’s and such Purchaser’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b) Each of the Agents and Purchasers agrees to keep confidential all non-public information provided to it by either Seller Party pursuant to this Agreement that is designated by such Seller Party as confidential.

(c) Each of the Seller Parties, the Agents and the Purchasers hereby consents to the disclosure of any nonpublic information with respect to it (i) to Performance Guarantor, the Agents and the Purchasers, (ii) by a Seller Party, the Agents or the Purchasers to any prospective or actual assignee or participant of any of them; provided that such assignee or participant agrees to be bound by the terms of this Section 14.5 and (iii) by the Agents or Conduits, to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to a Conduit or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which either of the Co-Agents or one of its Affiliates acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing; provided that each such Person is informed of the confidential nature of such information. In addition, the Purchasers and the Agents may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

Section 14.6 Bankruptcy Petition. Each of the Seller Parties, the Agents and the Purchasers hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of each Conduit, it will not institute against, or join any other Person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 14.7 Limitation of Liability. Except with respect to any claim arising out of the willful misconduct or gross negligence of any Agent or Purchaser, no claim may be made by any Seller Party or any other Person against any Agent or Purchaser or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Seller Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Notwithstanding anything in this Agreement to the contrary, no Conduit shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to it after paying or making provision for the payment in full of its Commercial Paper. All payment obligations of each Conduit hereunder are contingent on the availability of funds in excess of the amounts necessary to pay in full its Commercial Paper; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such Conduit exceeds the amount available to such Conduit to pay such amount after paying or making provision for the payment in full of its Commercial Paper. The provisions of this Section 14.7 will survive termination of this Agreement and payment in full of each Conduit’s Commercial Paper.

Section 14.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

Section 14.9 CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST ANY AGENT OR PURCHASER OR ANY AFFILIATE OF ANY AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

Section 14.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR

OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 14.11 Integration; Binding Effect; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Section 14.12 Counterparts; Severability; Section References. This Agreement 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 when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 14.13 Co-Agent Roles.

(a) Each of the Committed Purchasers in the Falcon Group acknowledges that JPMorgan Chase or one of its Affiliates acts, or may in the future act, (i) as administrative agent for Falcon or any Committed Purchaser in the Falcon Group, (ii) as issuing and paying agent for the Commercial Paper of Falcon, (iii) to provide credit or liquidity enhancement for the timely payment for the Commercial Paper of Falcon, and (iv) to provide other services from time to time for the various members of the Falcon Group (collectively, the “JPMorgan Chase Roles“). Without limiting the generality of this Section 14.13(a), each Committed Purchaser in the Falcon Group hereby acknowledges and consents to any and all JPMorgan Chase Roles and agrees that in connection with any JPMorgan Chase Role, JPMorgan Chase may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Falcon, and the giving of notice to the Falcon Agent of a mandatory purchase pursuant to one of Falcon’s Liquidity Agreements.

(b) Each of the Committed Purchasers in the Liberty Street Group acknowledges that Scotiabank or one of its Affiliates acts, or may in the future act, (i) as administrative agent for Liberty Street or any Committed Purchaser in the Liberty Street Group, (ii) as issuing and paying agent for the Commercial Paper of Liberty Street, (iii) to provide credit or liquidity enhancement for the timely payment for the Commercial Paper of Liberty Street and (iv) to provide other services from time to time for the members of the Liberty Street Group (collectively, the “Scotiabank Roles“). Without limiting the generality of this Section 14.13(b), each Committed Purchaser in the Liberty Street Group hereby acknowledges and consents to any and all Scotiabank Roles and agrees that in connection with any Scotiabank Role, Scotiabank may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Liberty Street, and the giving of notice to the Liberty Street Agent of a mandatory purchase pursuant to one of Liberty Street’s Liquidity Agreements.

(c) Each of the Committed Purchasers in the Wells Fargo Group acknowledges that Wells Fargo or one of its Affiliates acts, or may in the future act, (i) as agent for any Committed Purchaser in the Wells Fargo Group and (ii) to provide other services from time to time for the members of the Wells Fargo Group (collectively, the “Wells Fargo Roles”). Without limiting the generality of this Section 14.13(b), each Committed Purchaser in the Wells Fargo Group hereby acknowledges and consents to any and all Wells Fargo Roles and agrees that in connection with any Wells Fargo Role, Wells Fargo may take, or refrain from taking, any action that it, in its discretion, deems appropriate.

Section 14.14 Characterization.

(a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of an interest in the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

(b) In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrative Agent for the ratable benefit of the Purchasers, a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

(c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a ”Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs.

Section 14.15 Federal Reserve. Notwithstanding any other provision of this Agreement to the contrary, any Purchaser may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any Purchaser Interest and any rights to payment of Capital and Yield) under this Agreement to secure obligations of such Purchaser to a Federal Reserve Bank, without notice to or consent of the Seller, any other Purchaser or the Agent; provided that no such pledge or grant of a security interest shall release a Purchaser from any of its obligations hereunder, or substitute any such pledgee or grantee for such Purchaser as a party hereto.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers or signatories as of the date hereof.

TENNECO AUTOMOTIVE RSA COMPANY,
a Delaware corporation


By:

Name:
Title:
Address:	500 North Field Drive
	Lake Forest, IL 60045

	Attention:	John E. Kunz
	Phone:	(847) 482-5163
	Fax:	(847) 482-5125

TENNECO AUTOMOTIVE OPERATING COMPANY INC.,

a Delaware corporation


By:

Name:
Title:
Address:	500 North Field Drive
	Lake Forest, IL 60045

	Attention:	John E. Kunz
	Phone:	(847) 482-5163
	Fax:	(847) 482-5125

FALCON ASSET SECURITIZATION COMPANY LLC



By:	JPMorgan Chase Bank, N.A.,
	its Attorney-in-Fact


By:
	Name:	John M. Kuhns
	Title:	Executive Director


Address:		c/o JPMorgan Chase Bank, N.A., as Agent
		Asset Backed Securities
		Suite IL1-1729
		10 South Dearborn Street
		Chicago, Illinois 60603
		Fax: (312) 732-1844

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



By:
	Name:	John M. Kuhns
	Title:	Executive Director


Address:		JPMorgan Chase Bank, N.A.
		Asset Backed Securities
		Suite IL1-1729
		10 South Dearborn Street
		Chicago, Illinois 60603
		Fax: (312) 732-4487

LIBERTY STREET FUNDING LLC



By:
	Name:
	Title:


Address:		Liberty Street Funding LLC
		c/o Global Securitization Services, LLC
		114 West 47th Street, Suite 2310
		New York, NY 10036
		Attention: Jill Russo
		Telephone: (212) 295-2745
		Telecopy: (212) 302-8767

		With a copy to:

		The Bank of Nova Scotia
		One Liberty Plaza, 26th Floor
		New York, NY 10006
		Attention: Darren Ward, Director
		Telephone: (212) 225-5264
		Telecopy: (212) 225-5290

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



By:
	Name:	Darren Ward
	Title:	Director


Address:		The Bank of Nova Scotia
		One Liberty Plaza, 24th Floor
		New York, NY 10006
		Attention: Vilma Pindling [For Purchase Notices]
		Tel: (212) 225-5410
		Fax: (212) 225-6465

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



By:
	Name:
	Title:


Address:		Wells Fargo Bank, N.A.
		6 Concourse Parkway, Suite 1450
		Atlanta, Georgia 30328
		Attention: Eero Maki
		Fax: (404) 732-0801

EXHIBIT I
DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Accrual Period” means each calendar month.

“Administrative Agent” has the meaning set forth in the preamble to this Agreement.

“Advance Ineligibles” means, at any time, the lesser of (a) the aggregate Outstanding Balance of all Receivables with terms permitting payment to be made within 71-120 days of the original billing date therefor in excess of 20.0% of the aggregate Outstanding Balance of all Receivables or (b) the aggregate Outstanding Balance of all Eligible Receivables owing by Advance Stores Company, Inc. after subtracting the Pass-Through Reserve, the Warranty Reserve and the Price Give-Back Accrual, in each case, allocated to the Receivables of such Obligator and its Affiliates, if any.

“Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

“Affected Committed Purchaser” has the meaning specified in Section 12.1(c).

”Affected Entity” means (i) any Funding Source, (ii) any agent, administrator or manager of a Conduit or (iii) any bank holding company in respect of any of the foregoing.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“Agents” has the meaning set forth in the preamble to this Agreement.

“Aggregate Capital” means, on any date of determination, the aggregate amount of Capital of all Purchaser Interests outstanding on such date.

“Aggregate Reduction” has the meaning specified in Section 1.3.

“Aggregate Reserves” means, on any date of determination, the sum of the Loss Reserve, the Dilution Reserve and the Servicer Reserve.

“Aggregate Unpaids” means, at any time, an amount equal to the sum of all Aggregate Capital plus all accrued and unpaid Recourse Obligations (whether due or accrued) at such time.

“Agreement” means this Third Amended and Restated Receivables Purchase Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.

“Amortization Date” means the earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 9.1(d)(ii), (iii) the Business Day specified in a written notice from the Administrative Agent following the occurrence of any other Amortization Event, and (iv) the date which is thirty (30) Business Days after the Agents’ receipt of written notice from Seller that it wishes to terminate the facility evidenced by this Agreement.

“Amortization Event” has the meaning specified in Article IX.

“Assignment Agreement” has the meaning set forth in Section 12.1(b).

“Authorized Officer” means, with respect to any Person, its chief executive officer, president, corporate controller, treasurer, assistant treasurer or chief financial officer.

“Broken Funding Costs” means for any Purchaser Interest which: (i) has its Capital reduced without compliance by Seller with the notice requirements hereunder or (ii) does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned under a Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable) that would have accrued during the remainder of the Tranche Periods or the tranche periods for Commercial Paper of the applicable Conduit determined by the applicable Conduit Agent to relate to such Purchaser Interest (as applicable) subsequent to the date of such reduction, assignment or termination (or in respect of clause (ii) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Capital of such Purchaser Interest if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such Capital is allocated to another Purchaser Interest, the amount of CP Costs or Yield actually accrued during the remainder of such period on such Capital for the new Purchaser Interest, and (y) to the extent such Capital is not allocated to another Purchaser Interest, the income, if any, actually received during the remainder of such period by the holder of such Purchaser Interest from investing the portion of such Capital not so allocated. In the event that the amount referred to in clause (B) exceeds the amount referred to in clause (A), the relevant Purchaser or Purchasers agree to pay to Seller the amount of such excess. All Broken Funding Costs shall be due and payable hereunder upon demand.

“Business Day” means any day on which banks are not authorized or required to close in New York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or

payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are carried on in the London interbank market.

“Capital” of any Purchaser Interest means, at any time, (A) the Purchase Price of such Purchaser Interest, minus (B) the sum of the aggregate amount of Collections and other payments received by the applicable Co-Agent which in each case are applied to reduce such Capital in accordance with the terms and conditions of this Agreement; provided that such Capital shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Change of Control” means that (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 25% of the outstanding common stock of Tenneco Automotive, (ii) the board of directors of Tenneco Automotive shall cease to consist of a majority of Continuing Directors, (iii) a Specified Change of Control shall occur, or (iv) Tenneco Automotive shall cease to be the beneficial owner (as defined above), directly or indirectly, of 100% of the outstanding common stock of either of the Seller Parties.

“Charged-Off Receivable” means a Receivable: (i) as to which the Obligor thereof has taken any action, or suffered any event to occur, of the type described in Section 9.1(d) (as if references to Seller Party therein refer to such Obligor); (ii) as to which the Obligor thereof, if a natural person, is deceased, (iii) which, consistent with the Credit and Collection Policy, would be written off Seller’s books as uncollectible, or (iv) which has been identified by Seller as uncollectible.

“Co-Agent” has the meaning set forth in the preamble to this Agreement.

“Collection Account” means each concentration account, depositary account, lock-box account or similar account in which any Collections are collected or deposited and which is listed on Exhibit IV.

“Collection Account Agreement” means an agreement substantially in the form of Exhibit VI among an Originator, Seller, the Administrative Agent and a Collection Bank.

“Collection Bank” means, at any time, any of the banks holding one or more Collection Accounts.

“Collection Notice” means a notice, in substantially the form of Annex A to Exhibit VI, from the Administrative Agent to a Collection Bank.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all yield, Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable; provided, however, that Collections will not include any cash collected by means of electronic fund transfer until such cash is actually received by the Servicer.

“Commercial Paper” means promissory notes of a Conduit issued by such Conduit in the commercial paper market.

“Commitment” means, for each Committed Purchaser, the commitment of such Committed Purchaser to purchase interest in Purchaser Interests from Seller in an amount not to exceed (i) in the aggregate, the amount set forth opposite such Committed Purchaser’s name on Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof and (ii) with respect to any individual purchase hereunder, its Pro Rata Share of its Group’s Percentage of the Purchase Price therefor.

“Commitment Availability” means, for each Group, the excess (if any) of (i) the aggregate amount of the Commitments of the Committed Purchasers in such Group divided by 1.02, over (ii) the outstanding aggregate Capital of all Purchasers in such Group.

“Committed Purchasers” means the Liberty Street Committed Purchasers, the Falcon Committed Purchasers or the Wells Fargo Committed Purchasers.

“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 February 19, 2010, 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, 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 S&P long term debt shadow rating equal to or in excess of “BBB+” 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, (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 and (c) each of Advance Stores Company, Inc., O’Reilly Automotive, Inc. and Uni-Select Inc., in each case together with 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.

“Conduit” has the meaning set forth in the preamble to this Agreement.

“Conduit Agent” means the Liberty Street Agent or the Falcon Agent.

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a letter of credit.

“Continuing Directors” means the directors of Tenneco Automotive on the date of the initial Purchase hereunder and each other director, in each case, such other director’s nomination for election of the board of directors of Tenneco Automotive is recommended by at least a majority of the then Continuing Directors.

“Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable.

“CP Costs” means, for each day for each Conduit, the sum of (i) discount or yield accrued on Pooled Commercial Paper of such Conduit on such day, plus (ii) any and all accrued commissions in respect of such Conduit’s placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper of such Conduit for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase facilities funded substantially with Pooled Commercial Paper of such Conduit, minus (v) any payment received on such day net of expenses in respect of Broken Funding Costs related to the prepayment of any Purchaser Interest of such Conduit pursuant to the terms of any receivable purchase or financing facilities funded substantially with Pooled Commercial Paper of such Conduit. In addition to the foregoing costs, if Seller shall request any Incremental Purchase during any period of time determined by the applicable Conduit Agent in its sole discretion to result in incrementally higher CP Costs applicable to such Incremental Purchase, the Capital associated with any such Incremental Purchase shall, during such period, be deemed to be funded by such Conduit in a special pool (which may include capital associated with other receivable purchase facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such Capital. All CP Costs shall be allocated to the Capital of each Conduit under this Agreement in accordance with the provisions of Section 3.1.

“Credit and Collection Policy” means Seller’s credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit VIII hereto, as modified from time to time in accordance with this Agreement.

“Daily Report” means a report, in substantially the form of Exhibit XI hereto (appropriately completed), furnished by the Servicer to the Agents pursuant to Section 8.5.

“Daily Reporting Date” means (i) each Business Day on which Aggregate Capital is greater than zero as of the end of such Business Day or (ii) each of the two (2) Business Days immediately prior to the date upon which there is an Incremental Purchase, regardless of whether Aggregate Capital is greater than zero.

“Deduction” means any Receivable that the applicable Originator books as a new asset on its general ledger which represents an amount withheld by an Obligor from its payment on another Receivable.

“Deemed Collections” means the aggregate of all amounts Seller shall have been deemed to have received as a Collection of a Receivable. Seller shall be deemed to have received a Collection in full of a Receivable if at any time (i) the Outstanding Balance of any such Receivable is either (x) reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise by Seller (other than as a result of such Receivable becoming a Charged-Off Receivable or such Receivable having any credit issued with respect to it on account of a repurchase pursuant to any Stock-Lift Agreement, on account of any Pass-Through Credit, Price Give-Back Accrual or Warranty Accrual, or to reflect cash Collections on account of the Receivables) or (y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) any of the representations or warranties in Article V are no longer true with respect to any Receivable; provided, however, that solely prior to April 15, 2006, the Outstanding Balance of all Receivables arising from the production and shipment of prototypes shall be netted against the amount of Collections Seller is otherwise deemed to have received pursuant to clause (i) above.

“Default Fee” means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to the greater of (i) $1,000 and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 2% above the Prime Rate.

“Default Ratio” means, on any date of determination, the highest three-month rolling average during the twelve-month period then most recently ended of the percentage equal to (i) the sum of (a) the Outstanding Balance of Receivables which were 91-120 days past due on the last day of the month then most recently ended, plus (b) the aggregate Outstanding Balance of all Receivables that became Charged-Off Receivables in the prior month at a time when such Receivables were less than 121 days past due, divided by (ii) the aggregate sales of the Originators during the fifth month prior to such date of determination.

“Delinquency Ratio” means, at any time, a percentage equal to (i) the aggregate Outstanding Balance of all Receivables that were Delinquent Receivables at such time divided by (ii) the aggregate Outstanding Balance of all Receivables at such time.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 61 days or more after the original due date for such payment.

“Designated Obligor” means an Obligor indicated by the Administrative Agent to Seller in writing.

“Dilution Horizon Ratio” means the ratio of (x) cumulative sales of the Originators during the two (2) months most recently ended divided by (y) 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, in each case, calculated as of the last day of the month most recently ended.

“Dilution Ratio” means, at any time, a percentage equal to (i) the aggregate amount of Dilutions which occurred during the month then most recently ended, divided by (ii) the aggregate sales of the Originators during the month immediately preceding the month then most recently ended.

“Dilution Reserve” means, on any date of determination, an amount equal to the greater of (a) 10% of the Net Receivables Balance, and (b) the amount determined pursuant to the following formula:

{ (SF x ED) + [ (DS — ED) x (DS/ED) ] } x DHR x NRB


		where:

		SF		= 2.50;

		ED		= Expected Dilution;

		DS		= Dilution Spike;

		DHR		= Dilution Horizon Ratio; and

		NRB		= Net Receivables Balance.

“Dilution Spike” means, at any time, the highest two-month rolling average Dilution Ratio during the twelve months then most recently ended.

“Dilutions” means, at any time, the aggregate amount of reductions or cancellations described in clause (i) of the definition of “Deemed Collections”.

“Discharge of First Lien Obligations” has the meaning set forth in the Intercreditor Agreement.

“Discount Rate” means, the LIBO Rate, the Transaction Rate or the Prime Rate, as applicable, with respect to each portion of Capital funded by the Committed Purchasers.

“Eligible Receivable” means, at any time, a Receivable:

(i) the Obligor of which (a) if a natural person, is a resident of the United States or, if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in the

United States; (b) is not an Affiliate of any of the parties hereto; (c) is not a Designated Obligor; (d) is not a government or a governmental subdivision or agency; and (e) has not contested the validity of any Receivables Sale Agreement or this Agreement,

(ii) the Obligor of which is not the Obligor of (A) any Charged-Off Receivable or (B) Receivables more than 25% of the aggregate Outstanding balance of which are Delinquent Receivables,

(iii) as to which no payment (or part thereof) is more than 60 days past the original due date therefor,

(iv) which is not a Charged-Off Receivable or a Deduction,

(v) which by its terms is due and payable within 70 days of the original billing date therefor and has not had its payment terms extended, provided, however, that not more than 20.0% of the aggregate Outstanding Balance of all Receivables may have terms permitting payment to be made within 71-120 days of the original billing date therefor and still be “Eligible Receivables” so long as their payment terms have not been extended,

(vi) which is an “account” within the meaning of Article 9 of the UCC of all applicable jurisdictions,

(vii) which is denominated and payable only in United States dollars in the United States,

(viii) which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms subject to no offset, counterclaim or other defense,

(ix) which arises under a Contract which (A) does not require the Obligor under such Contract to consent to the transfer, sale or assignment of the rights and duties of the applicable Originator or any of its assignees under such Contract and (B) does not contain a confidentiality provision that purports to restrict the ability of any Purchaser to exercise its rights under this Agreement, including, without limitation, its right to review the Contract,

(x) which represents an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the applicable Originator,

(xi) which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation,

(xii) which satisfies all applicable requirements of the Credit and Collection Policy,

(xiii) which was generated in the ordinary course of the applicable Originator’s business,

(xiv) which arises solely from the sale of goods or the provision of services to the related Obligor by the applicable Originator, and not by any other Person (in whole or in part),

(xv) as to which the Administrative Agent (at the direction of the Co-Agents) has not notified Seller that the Agents have determined that such Receivable or class of Receivables is not acceptable as an Eligible Receivable, including, without limitation, because such Receivable arises under a Contract that is not acceptable to the Agents,

(xvi) which is not subject to any right of rescission, set-off, counterclaim, any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against the applicable Originator or any other Adverse Claim, and the Obligor thereon holds no right as against such Originator to cause such Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract); provided, however, that Receivables of any Obligor which has any accounts payable owing to such Obligor from such Originator (thus giving rise to a potential offset against such Receivables) may be treated as Eligible Receivables if they meet the other criteria set forth in this definition but only to the extent that the aggregate Outstanding Balance of such Receivables exceeds the aggregate outstanding amount of all such payables,

(xvii) as to which the applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor,

(xviii) as to which the applicable Obligor has not been the subject of any proceeding of the type described in Section 9.1(d) (as if references therein to any Seller Party were a reference to such Obligor) in the 12 months prior to any date of determination,

(xix) all right, title and interest to and in which has been validly transferred by the applicable Originator directly to Seller under and in accordance with the applicable Receivables Sale Agreement, and Seller has good and marketable title thereto free and clear of any Adverse Claim except as created hereunder, and

(xx) which is not subject to a Stock Lift Agreement, provided, however, that Receivables subject to a Stock Lift Agreement may be treated as Eligible Receivables if they meet the other criteria set forth in this definition but only to the extent that the aggregate Outstanding Balance of such Receivables exceeds the aggregate amount of accruals recorded by the Originator, as estimated by Servicer’s sales group, to reflect a potential credit to be provided pursuant to a Stock Lift Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated pursuant thereto.

“Expected Dilution” means the rolling twelve-month average of the Dilution Ratio.

“Facility Termination Date” means the earlier to occur of (i) the Liquidity Termination Date and (ii) the Amortization Date.

“Falcon” has the meaning set forth in the preamble to this Agreement.

“Falcon Co-Agent” has the meaning set forth in the preamble to this Agreement.

“Falcon Committed Purchasers” has the meaning set forth in the preamble to this Agreement.

“Falcon Group” means Falcon and the Falcon Committed Purchasers.

“Falcon Liquidity Agreement” means that certain Asset Purchase Agreement dated as of May 4, 2005 by and among Falcon, the Falcon Co-Agent and JPMorgan Chase, as the same may be amended, restated or otherwise modified from time to time.

“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended and any successor statute thereto.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:30 a.m. (Chicago time) for such day on such transactions received by the applicable Co-Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means the Tenth Amended and Restated Fee Letter dated as of March 26, 2010 by and among Seller and the Agents, as the same may be amended, restated or otherwise modified from time to time.

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

“Funding Agreement” means this Agreement and any agreement or instrument executed by any Funding Source with or for the benefit of any Conduit, including, without limitation, any Liquidity Agreement.

“Funding Source” means (i) any Committed Purchaser or (ii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to a Conduit.

“GAAP” means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement.

“Group” means the Falcon Group, the Liberty Street Group or the Wells Fargo Group.

“Incremental Purchase” means a purchase of one or more Purchaser Interests which increases the total outstanding Aggregate Capital hereunder.

“Indebtedness” of a Person means such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) capitalized lease obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) Contingent Obligations and (viii) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

“Independent Director” shall mean a member of the Board of Directors of Seller who (a)(i) shall not have been at the time of such Person’s appointment or at any time during the preceding five (5) years, and shall not be as long as such Person is a director of the Seller, (A) a director, officer, employee, partner, shareholder, member, manager or Affiliate of any of the following Persons (collectively, the “Independent Parties”): any Originator, or any of their respective Subsidiaries or Affiliates (other than Seller), (B) a supplier to any of the Independent Parties, (C) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate (other than Seller) or supplier of any of the Independent Parties, or (D) a member of the immediate family of any director, officer, employee, partner, shareholder, member, manager, Affiliate or supplier of any of the Independent Parties; (ii) has prior experience as an independent director for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (iii) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities or (b) does not satisfy the requirements set forth in clause (a) above, but whose appointment as an Independent Director has been consented to in writing by the secured creditors of the Seller.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated as of March 26, 2010, by and among Tenneco Automotive RSA Company, JPMorgan Chase, as First

Lien Agent, and Wells Fargo, as Second Lien Agent, as amended, restated, supplemented or otherwise modified from time to time.

“JPMorgan Chase” means JPMorgan Chase Bank, N.A. in its individual capacity and its successors.

“Level One Ratings Period” means any period during which Tenneco Automotive’s long-term senior unsecured debt is rated “BBB-” or higher by S&P and “Baa3” or higher by Moody’s.

“Level Two Ratings Period” means any period, other than a Level One Ratings Period, during which Tenneco Automotive’s long-term senior unsecured debt is rated “BB-” or higher by S&P and “Ba3” or higher by Moody’s.

“Level Three Ratings Period” means any period during which Tenneco Automotive’s long-term senior unsecured debt is rated “B+” or lower by S&P or “B1” or lower by Moody’s.

“Liberty Street” has the meaning set forth in the preamble to this Agreement.

“Liberty Street Agent” has the meaning set forth in the preamble to this Agreement.

“Liberty Street Committed Purchasers” has the meaning set forth in the preamble to this Agreement.

“Liberty Street Group” means Liberty Street and the Liberty Street Committed Purchasers.

“Liberty Street Liquidity Agreement” means that certain Amended and Restated Liquidity Asset Purchase Agreement dated as of January 26, 2009 by and among Liberty Street, the Liberty Street Agent and Scotiabank, as the same may be amended, restated or otherwise modified from time to time.

“LIBO Rate” means:

(A) with respect to the Falcon Group and the Liberty Street Group, the rate per annum equal to the sum of (i) (a) the applicable British Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of the relevant Tranche Period, and having a maturity equal to such Tranche Period, provided that, (I) if Reuters Screen FRBD is not available to a Co-Agent for any reason, the applicable LIBO Rate for the relevant Tranche Period shall instead be the applicable British Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Tranche Period, and having a maturity equal to such Tranche Period, and (II) if no such British Bankers’ Association Interest Settlement Rate is available to a Co-Agent, the applicable LIBO Rate for the relevant

Tranche Period shall instead be the rate determined by such Co-Agent to be the rate at which such Co-Agent offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Tranche Period, in the approximate amount to be funded at the LIBO Rate and having a maturity equal to such Tranche Period, divided by (b) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against such Co-Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Tranche Period plus (ii) 4.50% per annum; or

(B) with respect to the Wells Fargo Group, the rate per annum equal to the sum of (i) LMIR as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of the relevant Tranche Period and having a maturity equal to such Tranche Period plus (ii) the Wells Fargo Margin.

The LIBO Rate shall be rounded, if necessary, to the next higher 1/16 of 1%.

“Liquidity Agreement” means the Falcon Liquidity Agreement or the Liberty Street Liquidity Agreement.

“Liquidity Termination Date” means March 25, 2011.

“LMIR” means, for any day, the sum of the three-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).

“Lock-Box” means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit IV.

“Loss Horizon Ratio” means, on any date of determination, a percentage equal to the quotient of (i) aggregate cumulative sales of the Originator during the three months then most recently ended, divided by (ii) the Net Receivables Balance as of the last day of the month then most recently ended.

“Loss Reserve” means, on any date, an amount equal to the greater of (A) the Loss Reserve Floor and (B) an amount equal to the product of the Loss Reserve Percentage and the Net Receivables Balance as of such date.

“Loss Reserve Floor” means (a) at any time while the long-term senior secured debt of Tenneco Automotive is rated at least “B” by S&P and at least “B2” by Moody’s, 18% of the Net Receivables Balance, and (b) at all other times, 21% of the Net Receivables Balance.

“Loss Reserve Percentage” means a percentage equal to 2.50 times the product of the Default Ratio times the Loss Horizon Ratio.

“Loss-to-Liquidation Ratio” means, as at the last day of any calendar month, a percentage equal to (a) the sum of (i) Receivables that are 61-90 days past due as of such date, plus (ii) without duplication of amounts included in clause (i), the amount of Charged-Off Receivables which became Charged-Off Receivables during such month, divided by (b) the aggregate amount of Collections during such month.

“Material Adverse Effect” means a material adverse effect on (i) the business, property, operations or condition (financial or otherwise) of Performance Guarantor and its Subsidiaries, taken as a whole, or of either Seller Party, (ii) the ability of either Seller Party to perform its obligations under this Agreement or the Performance Guarantor to perform its obligations under the Performance Undertaking, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

“Monthly Payment Date” means two (2) Business Days after the Monthly Reporting Date.

“Monthly Report” means a report, in substantially the form of Exhibit X hereto (appropriately completed), furnished by the Servicer to the Agents pursuant to Section 8.5.

“Monthly Reporting Date” means the 7th day of each month hereafter (or, if any such day is not a Business Day, the next succeeding Business Day thereafter.

“Net Receivables Balance” means, at any time, the result of (a) the aggregate Outstanding Balance of all Eligible Receivables, minus (b) the Overconcentration Amount, minus (c) the Pass-Through Reserve at such time, minus (d) the Warranty Reserve at such time, minus (e) Price Give-Back Accrual at such time minus (f) the Sales-Promotion Reserve; provided, however, that the sum of the Pass-Through Reserve, the Price Give-Back Accrual, the Warranty Reserve, the Sales-Promotion Reserve and the Overconcentration Amount attributable to any Obligor shall not exceed the aggregate Outstanding Balance of all Eligible Receivables for such Obligor included in the calculation of Net Receivables Balance.

“New Pass-Through Credits” means, at any time for any Obligor, the balance of Pass-Through Credits that became Pass-Through Credits during the calendar month most recently ended.

“Obligor” means a Person obligated to make payments pursuant to a Contract.

“Originator” means (a) Tenneco Operating, and (b) The Pullman Company, a Delaware corporation, each in its capacity as seller under the applicable Receivables Sale Agreement.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Overconcentration Amount” means, at any time, the aggregate for all Obligors of the sum, with respect to each Obligor, of the excess, if any, of (a) the aggregate Outstanding Balance of all Eligible Receivables of such Obligor and its Affiliates, after subtracting (i) the Pass-Through Reserve, the Warranty Reserve and the Price Give-Back Accrual, in each case, allocated to the Receivables of such Obligor and its Affiliates, if any and (ii) in the case of Advance Stores Company, Inc., the Advance Ineligibles, over (b) the Concentration Limit for such Obligor and its Affiliates.

“Participant” has the meaning set forth in Section 12.2.

“Pass-Through Credit” means, at any time for any Obligor, the aggregate credit due to such Obligor resulting from the overpayment to any Seller Party of such Obligor’s Receivables because a portion of any such Receivable was payable to a Person other than the Originator of such Receivable.

“Pass-Through Reserve” means, at any time, the aggregate for all Obligors of the sum, with respect to each Obligor, of the sum of (1) the aggregate of the Pass-Through Credits as of the last day of the month most recently ended and (2) the product of (a) 1.5 and (b) the average of the New Pass-Through Credits for each of the three (3) months then most recently ended.

“Percentage” means (i) 50.90909% for the Falcon Group, (ii) 40.00000% for the Liberty Street Group and (iii) 9.09091% for the Wells Fargo Group, which percentages shall be adjusted to give effect to the terms and provisions of Section 2.2.

“Performance Guarantor” means Tenneco Automotive.

“Performance Undertaking” means that certain Fourth Amended and Restated Performance Undertaking, dated as of March 26, 2010, made by the Performance Guarantor in favor of Seller, substantially in the form of Exhibit XI, as the same may be amended, restated or otherwise modified from time to time.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Pooled Commercial Paper” means Commercial Paper notes of a Conduit subject to any particular pooling arrangement by such Conduit, but excluding Commercial Paper issued by such Conduit for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such Conduit.

“Potential Amortization Event” means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.

“Price Give-Back Accrual” means, at any time, the aggregate for all Obligors of the sum, with respect to each Obligor, of all accounting reserve or “contra” entries established on any Originator’s books and records in respect of such Originator’s liability in connection with any discount owed to such Obligor under a sales contract.

“Prime Rate” means a rate per annum equal to the greatest of (a) the prime rate of interest announced from time to time by the applicable Co-Agent or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes, (b) the Federal Funds Effective Rate plus 0.50% and (c) the LIBO Rate.

“Pro Rata Share” means, for each Committed Purchaser, a percentage equal to (i) the Commitment of such Committed Purchaser, divided by (ii) the aggregate amount of the Commitments of all Committed Purchasers in its Group.

“Proposed Reduction Date” has the meaning set forth in Section 1.3.

“Purchase Limit” means $110,000,000.

“Purchase Notice” has the meaning set forth in Section 1.2.

“Purchase Price” means, with respect to any Incremental Purchase of a Purchaser Interest, the amount paid to Seller for such Purchaser Interest which shall not exceed the least of (i) the amount requested by Seller in the applicable Purchase Notice, (ii) the unused portion of the Purchase Limit on the applicable purchase date and (iii) the excess, if any, of the Net Receivables Balance (less the Aggregate Reserves) on the applicable purchase date over the aggregate outstanding amount of Aggregate Capital determined as of the date of the most recent Daily Report or, in the case of the Aggregate Reserves, the most recent Monthly Report, taking into account such proposed Incremental Purchase.

“Purchaser” means each of the Conduits and Committed Purchasers.

“Purchaser Interest” means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal:


		C NRB – AR

where:
C = the Capital of such Purchaser Interest.
AR = the Aggregate Reserves.
NRB = the Net Receivables Balance.

Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed)

as of the close of the Business Day immediately preceding the Amortization Date shall remain constant at all times thereafter.

“Purchasing Committed Purchaser” has the meaning set forth in Section 12.1(b).

“Receivable” means all indebtedness and other obligations owed to Seller or an Originator (at the time it arises, and before giving effect to any transfer or conveyance under a Receivables Sale Agreement or hereunder) or in which Seller or an Originator has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of goods or the rendering of services by such Originator and the obligation to pay any Finance Charges with respect thereto; provided, however, in no event shall the term “Receivable” include any such indebtedness or obligations (i) owed by any Subsidiary of Tenneco Automotive at any time, (ii) owed by Delphi Corporation or any of its Subsidiaries if originated on or prior to October 9, 2005; or (iii) owed by General Motors Corporation, Chrysler LLC or any of their respective Subsidiaries. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations as a separate payment obligation. 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 good or provision of servicers 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 servicers directly to General Motors Company or any of its Subsidiaries from and after July 17, 2009.

“Receivables Sale Agreement” means either (a) that certain Receivables Sale Agreement, dated as of October 31, 2000, between Tenneco Operating, as seller, and Seller or (b) that certain Receivables Sale Agreement, dated as of December 27, 20000, between The Pullman Company, as seller, and Seller, as purchaser, as each of the foregoing may be amended, restated or otherwise modified from time to time.

“Records” means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

“Recourse Obligations” shall have the meaning set forth in Section 2.1.

“Reduction Notice” has the meaning set forth in Section 1.3.

“Regulatory Change” has the meaning set forth in Section 10.2(a).

“Reinvestment” has the meaning set forth in Section 2.2.

“Related Security” means, with respect to any Receivable:

(i) all security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, but excluding any UCC Article 2 security interest in the goods, the sale of which gave rise to such Receivable,

(ii) all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iii) all service contracts and other contracts and agreements associated with such Receivable,

(iv) all Records related to such Receivable,

(v) all of Seller’s right, title and interest in, to and under the applicable Receivables Sale Agreement in respect of such Receivable and all of Seller’s right, title and interest in, to and under the Performance Undertaking, and

(vi) all proceeds of any of the foregoing.

“Required Agents” means (i) at any time prior to the Facility Termination Date, Agents whose related Committed Purchasers have Commitments at such time which, in the aggregate, exceed sixty-six and two thirds percent (66 ⅔%) of the sum of the Commitments of all Committed Purchasers hereunder at such time or (ii) from and after the Facility Termination Date, Agents whose related Purchasers hold Capital at such time which, in the aggregate, exceeds sixty-six and two thirds percent (66 ⅔%) of the Aggregate Capital hereunder at such time.

“Required Capital Amount” means $30,000,000.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of Seller now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the “Subordinated Loans” (as such term is defined in the Receivables Sale

Agreements), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Seller now or hereafter outstanding, and (v) any payment of management fees by Seller (except for reasonable management fees to any Originator or its Affiliates in reimbursement of actual management services performed).

“Sales Promotion Reserve” means $5,000,000.

“Second Lien Adverse Claims” means any Adverse Claims granted in favor of the Second Lien Agent pursuant to the Second Lien Receivables Purchase Agreement that are subject to the terms of the Intercreditor Agreement.

“Second Lien Agent” shall mean Wells Fargo, in its capacity as “SLOT Agent” under the Second Lien Receivables Purchase Agreement, and any successor “SLOT Agent” thereunder.

“Second Lien Receivables Purchase Agreement” shall mean that certain SLOT Receivables Purchase Agreement, dated as of March 26, 2010, by and among Tenneco Automotive RSA Company, the “Purchasers” party thereto, and the Second Lien Agent, as amended, restated, supplemented or otherwise modified as expressly permitted under the Intercreditor Agreement.

“Second Lien Termination Date” shall mean the date following the termination of the “Commitments” of the “SLOT Purchasers” under and as defined in the Second Lien Receivables Purchase Agreement have terminated pursuant to the terms thereof and all “Aggregate SLOT Unpaids” under and as defined in the Second Lien Receivables Purchase Agreement have been paid in full in cash.

“Second Lien Transaction Documents” shall mean the Second Lien Receivables Purchase Agreement and all other “Transaction Documents” (as defined in the Second Lien Receivables Purchase Agreement).

“Seller” has the meaning set forth in the preamble to this Agreement.

“Seller Parties” has the meaning set forth in the preamble to this Agreement.

“Servicer” means at any time the Person (which may be the Agent) then authorized pursuant to Article VIII to service, administer and collect Receivables.

“Servicer Reserve” means, on any date, an amount equal to 2% multiplied by the Net Receivables Balance as of the close of business of the Servicer on such date.

“Servicing Fee” has the meaning set forth in Section 8.6.

“Settlement Date” means (A) the Business Day following receipt of each Daily Report or Weekly Report (as applicable), (B) each Monthly Payment Date, and (C) the Business Day on which any Recourse Obligation is not paid when due.

“Settlement Report” means each Daily Report, Weekly Report or Monthly Report.

“Solvent” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its Indebtedness as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur Indebtedness or liabilities beyond such Person’s ability to pay as such Indebtedness and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute unreasonably small capital.

“Specified Change of Control” means the occurrence of one or more of the following events:

(1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Tenneco Automotive to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group“), together with any Affiliates thereof;

(2) the approval by the holders of Capital Stock of Tenneco Automotive of any plan or proposal for the liquidation or dissolution of Tenneco Automotive;

(3) any Person or Group shall become the beneficial owner, directly or indirectly, of shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Tenneco Automotive; or

(4) during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors (together with any new directors whose election by such board of directors or whose nomination for election by the stockholders of Tenneco Automotive was approved pursuant to a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors then in office.

“Stock Lift Agreement” means a Contract that requires the Originator to repurchase existing shelf stock from the applicable Obligor.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Seller.

“Tenneco Automotive” means Tenneco Inc., a Delaware corporation.

“Tenneco Automotive Entities” means Tenneco Automotive and each of its Subsidiaries and Affiliates other than Seller.

“Tenneco Credit Agreement” means that certain Second Amended and Restated Credit Agreement dated as of March 16, 2007 (amending and restating the credit agreement dated as of December 12, 2003 (amending and restating the credit agreement dated as of September 30, 1999)) (as amended, restated, supplemented or otherwise modified from time to time) by and among Tenneco Automotive, the several lenders from time to time parties thereto, JPMorgan Chase Bank as Administrative Agent for the lenders, and the other financial institutions named therein as agents for the lenders.

“Tenneco Operating” has the meaning set forth in the preamble.

“Terminating Committed Purchaser” has the meaning set forth in Section 13.6(a).

“Terminating Tranche” has the meaning set forth in Section 4.3(b).

“Termination Date” has the meaning set forth in Section 2.2.

“Termination Percentage” has the meaning set forth in Section 2.2.

“Tranche Period” means, with respect to any portion of a Purchaser Interest held by a Committed Purchaser:

(a) if (i) such Committed Purchaser is a Falcon Committed Purchaser or a Liberty Street Committed Purchaser, and Yield for such Purchaser Interest is calculated on the basis of the LIBO Rate, a period of one, two, three or six months (or such other period – including but not limited to one or two week(s) — as may be mutually agreeable to the applicable Co-Agent and Seller), commencing on a Business Day selected by Seller or the applicable Agent pursuant to this Agreement and ending on the day in the applicable succeeding calendar month which corresponds numerically to the beginning day of such Tranche Period, provided, however, that if there is no such numerically corresponding day in such succeeding month, such Tranche Period shall end on the last Business Day of such succeeding month or (ii) such Committed Purchaser is a Wells Fargo Committed Purchaser, and Yield for such Purchaser Interest is calculated on the basis of the LIBO Rate, each Accrual Period; or

(b) if Yield for such Purchaser Interest is calculated on the basis of a Transaction Rate, a period of up to 30 days commencing and ending on a Business Day selected by the Seller and agreed to by the Agent pursuant to this Agreement; or

(c) if Yield for such Purchaser Interest is calculated on the basis of the Prime Rate, a period commencing on a Business Day selected by Seller and agreed to by the Agent, provided no such period shall exceed one month.

If any Tranche Period would end on a day which is not a Business Day, such Tranche Period shall end on the next succeeding Business Day, provided, however, that in the case of Tranche Periods corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such Tranche Period shall end on the immediately preceding Business Day. In the case of any Tranche Period for any Purchaser Interest which commences before the Amortization Date and would otherwise end on a date occurring after the Amortization Date, such Tranche Period shall end on the Amortization Date. The duration of each Tranche Period which commences after the Amortization Date shall be of such duration as selected by the Agent.

“Transaction Documents” means, collectively, this Agreement, each Purchase Notice, each Receivables Sale Agreement, each Collection Account Agreement, the Performance Undertaking, the Fee Letter, the “Subordinated Notes” (as such term is defined in the Receivables Sale Agreements), the Intercreditor Agreement and all other instruments, documents and agreements executed and delivered in connection herewith.

“Transaction Rate” means a short-term fixed rate per annum quoted from time to time by a Co-Agent upon request of the Seller for Tranche Periods of up to 30 days, which rate shall include a spread over such Co-Agent’s cost of funds of 325 basis points.

“UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“Warranty Accrual” means, at any time, the aggregate amount of the accounting reserve or “contra” entries established with respect to the Receivables on any Originator’s books and records in respect of such Originator’s liability in connection with its Warranty Plans.

“Warranty Plans” means, collectively, the Originators’ various warranty programs.

“Warranty Reserve” means, at any time, the greater of (i) the product of (a) 1.5 and (b) a fraction, the numerator of which is the average of the Warranty Accruals during each of the three (3) months then most recently ended, and the denominator of which is the average of the cumulative sales of the Originators during each of the three (3) months then most recently ended and (c) the cumulative sales of the Originators during the month most recently ended and (ii) the amount of Warranty Accruals during the month then most recently ended.

“Weekly Report” means a report in form reasonably acceptable to the Administrative Agent (appropriately completed), furnished by the Servicer to the Agents pursuant to Section 8.5.

“Weekly Update Date” means the second Business Day following the last day of each week.

“Wells Fargo” has the meaning set forth in the preamble to this Agreement.

“Wells Fargo Co-Agent” has the meaning set forth in the preamble to this Agreement.

“Wells Fargo Committed Purchasers” has the meaning set forth in the preamble to this Agreement.

“Wells Fargo Group” means Wells Fargo and the Wells Fargo Committed Purchasers.

“Wells Fargo Margin” has the meaning set forth in the Fee Letter.

“Yield” means for each respective Tranche Period relating to any portion of a Purchaser Interest that is held on behalf of the Committed Purchasers, an amount equal to the product of the applicable Discount Rate for each Purchaser Interest multiplied by the Capital of such Purchaser Interest for each day elapsed during such Tranche Period, annualized on a 360 day basis in the case of the LIBO Rate or the Transaction Rate and on a 365 (or, when appropriate, 366) day basis in the case of the Prime Rate.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such Article 9.

EXHIBIT II

FORM OF PURCHASE NOTICE

[Date]

JPMorgan Chase Bank, N.A., as Falcon Agent
10 South Dearborn, IL1-1729
Asset-Backed Securities
Chicago, Illinois 60603
Attention: Asset-Backed Securities,
Falcon Conduit Administrator

The Bank of Nova Scotia, as Liberty Street Agent
One Liberty Plaza, 24th Floor
New York, NY 10006
Attention: Vilma Pindling

Wells Fargo Bank, N.A.,
as Wells Fargo Agent
6 Concourse Parkway, Suite 1450
Atlanta, GA 30328
Attention: Eero Maki


		Re:		PURCHASE NOTICE

Ladies and Gentlemen:

Reference is hereby made to the Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010, by and among Tenneco Automotive RSA Company, a Delaware corporation (the “Seller“), Tenneco Automotive Operating Company, as Servicer, the Committed Purchasers, Falcon Asset Securitization Company LLC, Liberty Street Funding LLC, The Bank of Nova Scotia, New York Agency, individually and as Liberty Street Agent, Wells Fargo Bank, N.A., individually and as Wells Fargo Agent and JPMorgan Chase Bank, N.A., individually as Falcon Agent and as Administrative Agent (the “Receivables Purchase Agreement“). Capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Purchase Agreement.

The Agent is hereby notified of the following Incremental Purchase:


Purchase Price (Total):		$

Falcon Group’s Percentage of Purchase Price:		$

Liberty Street Group’s Percentage of Purchase Price:		$


Wells Fargo Group’s Percentage of Purchase Price:		$

Date of Purchase:

Requested Discount Rate:		[LIBO Rate][Prime Rate][Transaction Rate][Pooled Commercial Paper rate]

Please credit the Purchase Price in immediately available funds to:

[Account Name]

[Account No.]

[Bank Name & Address]

[ABA #]

Reference:

Telephone advice to: [Name] @ tel. no. ( )

Please advise [Name] at telephone no. ( ) if Conduit will not be making this Purchase.

In connection with the Incremental Purchase to be made on the above listed “Date of Purchase” (the “Purchase Date“), the Seller hereby certifies that the following statements are true on the date hereof, and will be true on the Purchase Date (before and after giving effect to the proposed Incremental Purchase):

(i) the representations and warranties of the Seller set forth in Section 5.1 of the Receivables Purchase Agreement are true and correct on and as of the Purchase Date as though made on and as of such date;

(ii) no event has occurred and is continuing, or would result from the proposed Incremental Purchase, that will constitute an Amortization Event or a Potential Amortization Event;

(iii) the Facility Termination Date has not occurred, the Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%; and

(iv) the amount of Aggregate Capital is $ after giving effect to the Incremental Purchase to be made on the Purchase Date.


	Very truly yours, TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation

	By:
		Name:
		Title:

EXHIBIT III

PLACES OF BUSINESS OF THE SELLER PARTIES; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION
NUMBER(S)

Places of Business and Locations of Records:

Tenneco Operating:

			Chief Executive Office 500 North Field Drive Lake Forest, IL 60045

			Other Place of Business 1 International Drive Monroe, Michigan 48161

Seller:

Chief Executive Office
500 North Field Drive
Lake Forest, IL 60045

Federal Employer Identification Number:


A.	Tenneco Operating:	74-1933558
B.	Seller:	76-0589054

Prior Legal Names (in past 5 years):


A.	Tenneco Operating:	n/a
B.	Seller:	n/a

Trade and Assumed Names:


A.	Tenneco Operating:	EZ Ride or any variation thereof
		MAECO or any variation thereof
		Monroe or any variation thereof
		Walker or any variation thereof
		Precision Modular Assembly
		Rancho Ind or any variation thereof
		Regal Ride or any variation thereof
		Tenneco or any variation thereof
		NAPA Shocks
		DeKoven any variation thereof
		Tennessee Gas Pipeline
		Dyno Max
		NAPA Mufflers


		NAS-Walker Manufacturing
		National Account Sales
		Performance Industries Inc.
		Perfection and any variation thereof
		Thrush and any variation thereof
B.	Seller:	n/a

EXHIBIT IV

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS

[Intentionally Omitted]

EXHIBIT V

FORM OF COMPLIANCE CERTIFICATE

JPMorgan Chase Bank, N.A., as Falcon Agent
The Bank of Nova Scotia, as Liberty Street Agent
Wells Fargo Bank, N.A., as Wells Fargo Agent

Reference is hereby made to the Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010, by and among Tenneco Automotive RSA Company, a Delaware corporation (the “Seller"), Tenneco Automotive Operating Company, as Servicer, the Committed Purchasers, Falcon Asset Securitization Company LLC, Liberty Street Funding LLC, The Bank of Nova Scotia, New York Agency, individually and as Liberty Street Agent, Wells Fargo Bank, N.A., individually and as Wells Fargo Agent and JPMorgan Chase Bank, N.A., individually as Falcon Agent and as Administrative Agent (the “Agreement"). Capitalized terms used herein shall have the meanings assigned to such terms in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected of Seller.

1. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Seller and its Subsidiaries during the accounting period covered by the attached financial statements.

2. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Amortization Event or Potential Amortization Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth in paragraph 5 below.]

3. Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

[5. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Seller has taken, is taking, or proposes to take with respect to each such condition or event:]

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , 20 .



By:

SCHEDULE I TO COMPLIANCE CERTIFICATE

A. Schedule of Compliance as of , with Section 9.1(f) of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

This schedule relates to the month ended:

EXHIBIT VI

FORM OF COLLECTION ACCOUNT AGREEMENT

[Intentionally Omitted]

EXHIBIT VII

FORM OF ASSIGNMENT AGREEMENT

[Intentionally Omitted]

EXHIBIT VIII

CREDIT AND COLLECTION POLICY

[Intentionally Omitted]

EXHIBIT IX

FORM OF DAILY REPORT

[Intentionally Omitted]

EXHIBIT IX

FORM OF MONTHLY REPORT

[Intentionally Omitted]

EXHIBIT XI

FORM OF PERFORMANCE UNDERTAKING

FOURTH AMENDED AND RESTATED PERFORMANCE UNDERTAKING

THIS FOURTH AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking"), dated as of March 26, 2010, is executed by Tenneco Inc., a Delaware corporation (the “Performance Guarantor") in favor of Tenneco Automotive RSA Company, a Delaware corporation (together with its successors and assigns, “Recipient"), and amends and restates in its entirety that certain Third Amended and Restated Performance Undertaking dated as of May 4, 2005 by the Performance Guarantor in favor of the Recipient.

RECITALS

1		Tenneco Automotive Operating Company, a Delaware corporation (*“Tenneco Operating"), and Recipient have entered into a Receivables Sale Agreement, dated as of October 31, 2000, and The Pullman Company, a Delaware corporation (“Pullman"), and Recipient have entered into a Receivables Sale Agreement, dated as of December 27, 2000 (each of the foregoing, as amended, restated or otherwise modified from time to time, a “Sale Agreement”* and collectively, the *“Sale Agreements"*), pursuant to which Tenneco Operating or Pullman, as the case may be, is selling and/or contributing its right, title and interest in its accounts receivable to Recipient subject to the terms and conditions contained therein.

2		Performance Guarantor owns, directly or indirectly, one hundred percent (100%) of the capital stock of Tenneco Operating, Pullman and Recipient, and each of Tenneco Operating and Pullman (and, accordingly, Performance Guarantor) is expected to receive substantial direct and indirect benefits from their sale or contribution of receivables to Recipient pursuant to the Sale Agreements (which benefits are hereby acknowledged).

3		As an inducement for Recipient to acquire Pullman’s accounts receivable, and to continue to acquire Tenneco Operating’s accounts receivable, pursuant to the Sale Agreements, Performance Guarantor has agreed to guaranty the due and punctual performance by each of Tenneco Operating and Pullman of its obligations under the applicable Sale Agreement, as well as Tenneco Operating’s Servicing Related Obligations (as hereinafter defined).

4		Performance Guarantor wishes to guaranty the due and punctual performance by (a) Tenneco Operating of its obligations to Recipient under or in respect of the Sale Agreement to which Tenneco Operating is a party and its Servicing Related Obligations (as hereinafter defined), as provided herein, and (b) Pullman of its obligations to Recipient under or in respect of the Sale Agreement to which Pullman is a party.

AGREEMENT

NOW, THEREFORE, Performance Guarantor hereby agrees as follows:

Section 1. Definitions. Capitalized terms used herein and not defined herein shall have the respective meanings assigned thereto in the Sale Agreements or the Purchase Agreement (as hereinafter defined). In addition:

“Guaranteed Obligations” means, collectively: (a) all covenants, agreements, terms, conditions and indemnities to be performed and observed by Tenneco Operating or Pullman under and pursuant to the Sale Agreement to which it is a party and each other document executed and delivered by Tenneco Operating or Pullman pursuant to the Sale Agreement to which it is a party, including, without limitation, the due and punctual payment of all sums which are or may become due and owing by Tenneco Operating or Pullman under the Sale Agreement to which it is a party, whether for fees, expenses (including counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason and (b) all obligations of Tenneco Operating (i) as Servicer under (x) the Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010 by and among Recipient, Tenneco Operating, as Servicer, Falcon Asset Securitization Company LLC, Liberty Street Funding LLC, the Committed Purchasers, the Bank of Nova Scotia, New York Agency, as Liberty Street Agent, Wells Fargo Bank, N.A., as Wells Fargo Agent, and JPMorgan Chase Bank, N.A., as Falcon Agent and Administrative Agent (as amended, restated or otherwise modified, the “First Lien Purchase Agreement") and (y) the SLOT Receivables Purchase Agreement, dated as of March 26, 2010 by and among Recipient, Tenneco Operating, as Servicer, Wells Fargo Bank, N.A., as Wells Fargo Agent and Second Lien Agent (as amended, restated or otherwise modified, the “Second Lien Purchase Agreement” and, together with the First Lien Purchase Agreement, the “Purchase Agreements”; the Purchase Agreements and the Sale Agreements, collectively, the “Agreements") or (ii) which arise pursuant to Sections 8.2, 8.3 or 14.4(a) of either Purchase Agreement as a result of its termination as Servicer (all such obligations under this clause (b), collectively, the “Servicing Related Obligations").

Section 2. Guaranty of Performance of Guaranteed Obligations. Performance Guarantor hereby guarantees to Recipient, the full and punctual payment and performance by each of Tenneco Operating and Pullman of its Guaranteed Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all Guaranteed Obligations of each of Tenneco Operating and Pullman under the Agreements to which it is a party and each other document executed and delivered by Tenneco Operating or Pullman pursuant to such Agreements and is in no way conditioned upon any requirement that Recipient first attempt to collect any amounts owing by Tenneco Operating or Pullman to Recipient, the Agents, the Second Lien Agent, the Purchasers or the Second Lien Purchasers from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, any Agent, the Second Lien Agent, any Purchaser or any Second Lien Purchaser in favor of Tenneco Operating or Pullman or any other Person or other means of obtaining payment. Should Tenneco Operating or Pullman default in the payment or performance of any of its Guaranteed Obligations, Recipient (or its assigns) may cause the immediate performance by Performance Guarantor of such Guaranteed Obligations and cause any payment Guaranteed Obligations to become forthwith due and payable to Recipient (or its

assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Performance Guarantor shall not be responsible for any Guaranteed Obligations to the extent the failure to perform such Guaranteed Obligations by Tenneco Operating or Pullman results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided that nothing herein shall relieve Tenneco Operating or Pullman from performing in full its Guaranteed Obligations under the Agreements to which it is a party or Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Section 3. Performance Guarantor’s Further Agreements to Pay. Performance Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to Recipient (and its assigns), forthwith upon demand in funds immediately available to Recipient, all reasonable costs and expenses (including court costs and reasonable legal expenses) incurred or expended by Recipient in connection with the Guaranteed Obligations, this Undertaking and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 365-, or when appropriate, 366-day year) equal to the Prime Rate plus 2% per annum, such rate of interest changing when and as the Prime Rate changes.

Section 4. Waivers by Performance Guarantor. Performance Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted by Recipient (or its assigns) in reliance on this Undertaking, and any requirement that Recipient (or its assigns) be diligent or prompt in making demands under this Undertaking, giving notice of any Termination Event, Amortization Event, other default or omission by Tenneco Operating or Pullman or asserting any other rights of Recipient under this Undertaking. Performance Guarantor warrants that it has adequate means to obtain from Tenneco Operating or Pullman, as the case may be, on a continuing basis, information concerning the financial condition of Tenneco Operating or Pullman, as applicable, and that it is not relying on Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this Undertaking, to deal with Tenneco Operating and Pullman and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any

Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment obligations of Tenneco Operating or Pullman or any part thereof or amounts which are not covered by this Undertaking even though Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment obligations of Tenneco Operating or Pullman or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against Tenneco Operating or Pullman in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of Tenneco Operating or Pullman to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.

Section 5. Unenforceability of Guaranteed Obligations Against Tenneco Operating or Pullman. Notwithstanding (a) any change of ownership of Tenneco Operating or Pullman or the insolvency, bankruptcy or any other change in the legal status of Tenneco Operating or Pullman; (b) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (c) the failure of Tenneco Operating or Pullman or Performance Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Undertaking; or (d) if any of the moneys included in the Guaranteed Obligations have become irrecoverable from Tenneco Operating or Pullman for any other reason other than final payment in full of the payment Guaranteed Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on Performance Guarantor. This Undertaking shall be in addition to any other guaranty or other security for the Guaranteed Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of Tenneco Operating or Pullman or for any other reason with respect to Tenneco Operating or Pullman, all such amounts then due and owing with respect to the Guaranteed Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations, shall be immediately due and payable by Performance Guarantor.

Section 6. Representations and Warranties. Performance Guarantor hereby represents and warrants to Recipient that:

(a) Existence and Standing. Performance Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Performance Guarantor is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization, Execution and Delivery; Binding Effect. The execution and delivery by Performance Guarantor of this Undertaking, and the performance of its obligations hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Undertaking has been duly executed and delivered by Performance Guarantor. This Undertaking constitutes the legal, valid and binding obligation of Performance Guarantor enforceable against Performance Guarantor in accordance with their respective 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).

(c) No Conflict; Government Consent. The execution and delivery by Performance Guarantor of this Undertaking, and the performance of its obligations hereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of Performance Guarantor or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(d) Financial Statements. The consolidated financial statements of Performance Guarantor and its consolidated Subsidiaries dated as of December 31, 2009 heretofore delivered to Recipient have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated financial condition and results of operations of Performance Guarantor and its consolidated Subsidiaries as of such dates and for the periods ended on such dates. Since the later of (i) December 31, 2009 and (ii) the last time this representation was made or deemed made, no event has occurred which would or could reasonably be expected to have a Material Adverse Effect.

(e) Taxes. Performance Guarantor has filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by Performance Guarantor or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. No federal or state tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of Performance Guarantor in respect of any taxes or other governmental charges are adequate.

(f) Litigation and Contingent Obligations. Except as disclosed in the filings made by Performance Guarantor with the Securities and Exchange Commission, there are no actions, suits or proceedings pending or, to the best of Performance Guarantor’s knowledge threatened against or affecting Performance Guarantor or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a material adverse effect on (i) the business, properties, condition (financial or otherwise) or results of operations of Performance Guarantor and its Subsidiaries taken as a whole, (ii) the ability of Performance Guarantor to perform its obligations under this Undertaking, or (iii) the validity or enforceability of any of this Undertaking or the rights or remedies of Recipient hereunder. Performance Guarantor does not have any material Contingent Obligations not provided for or disclosed in the financial statements referred to in Section 6(d).

Section 7. Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, any Agent, the Second Lien Agent, any Purchaser or any Second Lien Purchaser against Tenneco Operating or Pullman, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents, the Second Lien Agent, the Purchasers and the Second Lien Purchasers against Tenneco Operating or Pullman and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against Tenneco Operating or Pullman that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Tenneco Operating or Pullman in respect of any liability of Performance Guarantor to Tenneco Operating or Pullman and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents, the Second Lien Agent, the Purchasers or the Second Lien Purchasers. The payment of any amounts due with respect to any indebtedness of Tenneco Operating or Pullman now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of Tenneco Operating or Pullman to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.

Section 8. Termination of Performance Undertaking. Performance Guarantor’s obligations hereunder shall continue in full force and effect until all Aggregate Unpaids are

finally paid and satisfied in full and the Purchase Agreement is terminated, provided that this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of Tenneco Operating or Pullman or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not Recipient (or its assigns) is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the federal bankruptcy code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under this Undertaking.

Section 9. Effect of Bankruptcy. This Performance Undertaking shall survive the insolvency of Tenneco Operating or Pullman and the commencement of any case or proceeding by or against Tenneco Operating or Pullman under the federal bankruptcy code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the federal bankruptcy code with respect to Tenneco Operating or Pullman or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which Tenneco Operating or Pullman is subject shall postpone the obligations of Performance Guarantor under this Undertaking.

Section 10. Setoff. Regardless of the other means of obtaining payment of any of the Guaranteed Obligations, Recipient (and its assigns) is hereby authorized at any time and from time to time, without notice to Performance Guarantor (any such notice being expressly waived by Performance Guarantor) and to the fullest extent permitted by law, to set off and apply any deposits and other sums against the obligations of Performance Guarantor under this Undertaking, whether or not Recipient (or any such assign) shall have made any demand under this Undertaking and although such obligations may be contingent or unmatured.

Section 11. Taxes. All payments to be made by Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. If Performance Guarantor is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Recipient receive a net sum equal to the sum which they would have received had no deduction or withholding been made.

Section 12. Further Assurances. Performance Guarantor agrees that it will from time to time, at the request of Recipient (or its assigns), provide information relating to the business and affairs of Performance Guarantor as Recipient may reasonably request. Performance Guarantor also agrees to do all such things and execute all such documents as Recipient (or its assigns) may reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect and preserve the rights and powers of Recipient hereunder.

Section 13. Successors and Assigns. This Performance Undertaking shall be binding upon Performance Guarantor, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by Recipient and its successors and assigns. Performance

Guarantor may not assign or transfer any of its obligations hereunder without the prior written consent of each of Recipient and the Agents. Without limiting the generality of the foregoing sentence, Recipient may assign or otherwise transfer the Agreements, any other documents executed in connection therewith or delivered thereunder or any other agreement or note held by them evidencing, securing or otherwise executed in connection with the Guaranteed Obligations, or sell participations in any interest therein, to any other entity or other person, and such other entity or other person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Beneficiaries herein.

Section 14. Amendments and Waivers. No amendment or waiver of any provision of this Undertaking nor consent to any departure by Performance Guarantor therefrom shall be effective unless the same shall be in writing and signed by Recipient, the Agents and Performance Guarantor. No failure on the part of Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 15. Notices. All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if to Performance Guarantor, at the address set forth beneath its signature hereto, and if to Recipient, at the addresses set forth beneath its signature hereto, or at such other addresses as each of Performance Guarantor or any Recipient may designate in writing to the other. Each such notice or other communication shall be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (3) if given by any other means, when received at the address specified in this Section 15.

Section 16. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

Section 17. CONSENT TO JURISDICTION. EACH OF PROVIDER AND RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING, THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PROVIDER AND RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

Section 18. Bankruptcy Petition. Performance Guarantor hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all

outstanding senior Indebtedness of each Conduit, it will not institute against, or join any other Person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 19. Miscellaneous. This Undertaking constitutes the entire agreement of Performance Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition to any other guaranty of or collateral security for any of the Guaranteed Obligations. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Guarantor’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by Performance Guarantor or Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking.

<signature page follows>

IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above written.


	TENNECO INC., a Delaware corporation
	By:
		Name:
		Title:

	*Address for Notices:*


		500 North Field Drive
		Lake Forest, IL 60045

		Attention:		John E. Kunz
		Phone:		(847) 482-5163
		Fax:		(847) 482-5125

EXHIBIT XII

FORM OF INTERCREDITOR AGREEMENT

[Intentionally Omitted]

SCHEDULE A

COMMITMENTS OF COMMITTED PURCHASERS


Group	Committed Purchaser	Commitment
Falcon Group	JPMorgan Chase Bank, N.A.	$	57,120,000
Liberty Street Group	The Bank of Nova Scotia, New York Agency	$	44,880,000
Wells Fargo Group	Wells Fargo Bank, N.A.	$	10,000,000

SCHEDULE B

DOCUMENTS TO BE DELIVERED TO THE ADMINISTRATIVE AGENT
ON OR PRIOR TO THE EFFECTIVENESS OF THE THIRD AMENDED AND
RESTATED PURCHASE AGREEMENT

1.		Omnibus Amendment No. 4 to Receivables Sale Agreements, dated as of March 26, 2010 among Tenneco Automotive Operating Company Inc. (“*Tenneco Operating”), The Pullman Company (“Pullman”) and Tenneco Automotive RSA Company, as seller (“TARC*”).

2.		Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010 (the “*Purchase Agreement*”), TARC, Tenneco Operating, as servicer, Falcon Asset Securitization Company LLC, Liberty Street Funding LLC, the Committed Purchasers party thereto, The Bank of Nova Scotia, New York Agency, as Liberty Street Agent, Wells Fargo Bank, N.A., as Wells Fargo Agent and JPMorgan Chase Bank, N.A., as Falcon Agent and Administrative Agent.

3.		Tenth Amended and Restated Fee Letter, dated as of March 26, 2010, among the Agents and TARC.

4.		Fourth Amended and Restated Performance Undertaking by Tenneco Inc. in favor of the Seller, dated as of March 26, 2010.

5.		SLOT Receivables Purchase Agreement, dated as of March 26, 2010 among TARC, as seller, Tenneco Operating, as servicer and Wells Fargo Bank, N.A., individually and as SLOT Agent.

6.		Intercreditor Agreement, dated as of March 26, 2010 among TARC, Tenneco Operating, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A.

7.		Certificate of a Secretary or Assistant Secretary of TARC certifying as to (i) an attached copy of resolutions adopted by the board of directors of TARC approving the delivery and performance of the documents described in items 1-4, 5 and 6 above, (ii) an attached copy of TARC’s Articles of Incorporation, (iii) an attached copy of TARC’s By-Laws, (iv) attached recent certificates of good standing from the Secretaries of State of the States of Illinois and Delaware regarding TARC and (v) the names, title and specimen signatures of TARC’s officers authorized to execute and deliver the documents described in items 1-4, 5 and 6 above.

8.		Certificate of a Secretary or Assistant Secretary of Tenneco Operating certifying as to (i) an attached copy of resolutions adopted by the board of directors of Tenneco Operating approving the delivery and performance of documents described in items 1, 2, 5 and 6 above, (ii) an attached copy of Tenneco Operating’s Articles of Incorporation, (iii) an attached copy of Tenneco Operating’s By-Laws, (iv) attached recent certificates of good standing from the Secretaries of State of the States of Illinois and Delaware regarding

		Tenneco Operating and (v) the names, title and specimen signatures of Tenneco Operating’s officers authorized to execute and deliver the documents described in items 1, 2, 5 and 6 above.

9.		Certificate of a Secretary or Assistant Secretary of Pullman certifying as to (i) an attached copy of resolutions adopted by the board of directors of Pullman approving the delivery and performance of the document described in item 1 above, (ii) an attached copy of Pullman’s Articles of Incorporation, (iii) an attached copy of Pullman’s By-Laws, (iv) attached recent certificates of good standing from the Secretaries of State of the States of Illinois and Delaware regarding Pullman and (v) the names, title and specimen signatures of Pullman’s officers authorized to execute and deliver the document described in item 1 above.

10.		Certificate of a Secretary or Assistant Secretary of Tenneco Automotive certifying as to (i) an attached copy of resolutions adopted by the board of directors of Tenneco Automotive approving the delivery and performance of the Fourth Amended and Restated Performance Undertaking, (ii) an attached copy of Tenneco Automotive’s Articles of Incorporation, (iii) an attached copy of Tenneco Automotive’s By-Laws, (iv) attached recent certificates of good standing from the Secretary of State of the State of Delaware regarding Tenneco Automotive and (v) the names, title and specimen signatures of Tenneco Automotive’s officers authorized to execute and deliver the Fourth Amended and Restated Performance Undertaking.

11.		Certificate of TARC certifying as of March 26, 2010 (i) that no Amortization Event or Potential Amortization Event has occurred and is continuing under the Purchase Agreement and (ii) the accuracy of all representations and warranties made by TARC under the Purchase Agreement.

12.		UCC, federal and state tax lien, and pending suit and judgment searches against TARC.

13.		Opinion of Mayer Brown regarding enforceability with respect to the documents described in items 1-6 above.

14.		Opinion of in-house counsel regarding certain corporate matters.

15.		Monthly Report as of February 28, 2010.

EX-10.2 3 c57207exv10w2.htm EX-10.2 exv10w2

Exhibit 10.2

EXECUTION COPY

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of March 26, 2010, and entered into by and among TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation (the “Seller”), TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation, as initial Servicer (in such capacity, the “Servicer”), JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent under the First Lien Receivables Purchase Agreement (as defined below) (together with its successors and assigns, the “First Lien Agent”), and WELLS FARGO BANK, N.A., in its capacity as second lien agent under the Second Lien Receivables Purchase Agreement (as defined below) (together with its successors and assigns, the “Second Lien Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

RECITALS

WHEREAS, the Seller, the Servicer, the First Lien Purchasers, the “Co-Agents” party thereto and the First Lien Agent have entered into the Third Amended and Restated Receivables Purchase Agreement dated as of the date hereof (as amended, restated, supplemented, modified or Refinanced from time to time, the “First Lien Receivables Purchase Agreement”);

WHEREAS, the Seller, the Servicer, the Second Lien Purchasers and the Second Lien Agent desire to enter into the Second Lien Receivables Purchase Agreement dated as of the date hereof (as amended, restated, supplemented, modified or Refinanced from time to time as expressly permitted under the terms of this Agreement, the “Second Lien Receivables Purchase Agreement”);

WHEREAS, the obligations of the Seller under the First Lien Receivables Purchase Agreement and the other First Lien Transaction Documents are secured by the Collateral pursuant to the terms of the First Lien Transaction Documents;

WHEREAS, the Seller desires to grant a junior security interest in the Collateral to secure the obligations of the Seller under the Second Lien Receivables Purchase Agreement and the other Second Lien Transaction Documents; and

WHEREAS, in order to induce the First Lien Agent and the First Lien Claimholders to consent to the Seller incurring the Second Lien Obligations and granting a security interest to the Second Lien Agent to secure the Second Lien Obligations and to induce the First Lien Claimholders to purchase interests in the Receivables from and for the benefit of the Seller, the Second Lien Agent on behalf of the Second Lien Claimholders has agreed to the subordination, intercreditor and other provisions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions.

1.1 Defined Terms. As used in the Agreement, the following terms shall have the following meanings:

“Affiliate” has the meaning ascribed to such term in the First Lien Receivables Purchase Agreement.

“Amortization Event” means, as the context requires, any “Amortization Event” under the First Lien Receivables Purchase Agreement or the Second Lien Receivables Purchase Agreement.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any other existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition, adjustment of debt or the relief of debtors.

A “Buy-out Option Trigger Event” shall occur if (i) the Facility Termination Date occurs or (ii) an Amortization Event occurs under the First Lien Receivables Purchase Agreement and the Second Lien Receivables Purchase Agreement and such Amortization Event is not waived in accordance with the First Lien Receivables Purchase Agreement on or before the date that is seven (7) Business Days following the date upon which either the First Lien Agent or the Second Lien Agent provides written notice to each other party to this Agreement that such Amortization Event has occurred and is continuing.

“Collateral” means, collectively, all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof, as each of the foregoing capitalized terms is defined in the First Lien Receivables Purchase Agreement.

“Collateral Sale” means (i) public or private sale or other similar disposition of Collateral pursuant to the UCC or other applicable law or (ii) transfer of Collateral in satisfaction of any indebtedness or other obligation secured thereby.

“Collection Account” has the meaning ascribed thereto in the First Lien Receivables Purchase Agreement.

“Comparable Second Lien Collateral Document” means, in relation to any Collateral subject to any Lien created under any First Lien Transaction Document, that Second Lien Transaction Document in favor of the Second Lien Agent or any Second Lien Claimholder which creates a Lien on the same Collateral, granted by the Seller.

“DIP Financing” has the meaning set forth in Section 6.1 hereof.

“Discharge of First Lien Obligations” means, except to the extent otherwise provided herein, (a) payment in full in cash of all First Lien Obligations (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or

not such interest would be allowed in such Insolvency or Liquidation Proceeding) and (b) termination of all “Commitments” of the First Lien Purchasers under the First Lien Receivables Purchase Agreement and of all other commitments of the First Lien Claimholders under the First Lien Transaction Documents.

“Facility Termination Date” has the meaning ascribed to such term in the First Lien Receivables Purchase Agreement.

“First Lien Agent” has the meaning set forth in the Recitals hereto.

“First Lien Capital” means “Capital” under (and as defined in) the First Lien Receivables Purchase Agreement.

“First Lien Claimholders” means, at any relevant time, the holders of First Lien Obligations at such time, including without limitation each First Lien Purchaser, the First Lien Agent, each “Funding Source” and each “Co-Agent” (as such capitalized terms are defined in the First Lien Receivables Purchase Agreement); provided that neither the Seller nor any of its Affiliates shall constitute a First Lien Claimholder.

“First Lien Fee Letter” means that certain Tenth Amended and Restated Fee Letter, dated as of March 26, 2010, among the Seller and The Bank of Nova Scotia, Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A., as Agents.

“First Lien Obligations” means the “Aggregate Unpaids” (as defined in the First Lien Receivables Purchase Agreement) under the First Lien Transaction Documents; provided that the aggregate amount, without duplication, of all First Lien Capital under the First Lien Receivables Purchase Agreement in excess of the “Purchase Limit” under (and as defined in) the First Lien Receivables Purchase Agreement shall not constitute First Lien Obligations for purposes of this Agreement. To the extent any payment with respect to the First Lien Obligations (whether by or on behalf of the Seller, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. “First Lien Obligations” shall include all interest and fees accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien Transaction Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“First Lien Payment Date” means each “Monthly Payment Date” as defined in the First Lien Receivables Purchase Agreement as of the date hereof.

“First Lien Purchasers” means the “Purchasers” under (and as defined in) the First Lien Receivables Purchase Agreement; provided that neither the Seller nor any of its Affiliates shall constitute a First Lien Purchaser.

“First Lien Receivables Purchase Agreement” has the meaning set forth in the recitals hereto.

“First Lien Transaction Documents” means the First Lien Receivables Purchase Agreement, each other “Transaction Document” (as defined in the First Lien Receivables Purchase Agreement) and each other document or instrument executed or delivered at any time in connection therewith, including any intercreditor or joinder agreement among the First Lien Claimholders, to the extent such are effective at the relevant time, as each may be modified from time to time.

“Insolvency or Liquidation Proceeding” means any case or other proceeding, whether voluntary or involuntary, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of the Seller, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for the Seller or all or substantially all of its assets, or any similar action with respect to the Seller or to which any of the Seller’s assets is subject under any Bankruptcy Law.

“Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing.

“New Agent” has the meaning set forth in Section 5.5 hereof.

“Person” has the meaning ascribed to such term in the First Lien Receivables Purchase Agreement.

“Possession/Control Collateral” has the meaning set forth in Section 5.4 hereof.

“Potential Amortization Event” means, as the context requires, any “Potential Amortization Event” under the First Lien Receivables Purchase Agreement or the Second Lien Receivables Purchase Agreement.

“Receivables” has the meaning ascribed thereto in the First Lien Receivables Purchase Agreement.

“Recovery” has the meaning set forth in Section 6.5 hereof.

“Recourse Obligations” as the context requires, has the meaning set forth in the First Lien Receivables Purchase Agreement or the Second Lien Receivables Purchase Agreement.

“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure or replace, or to issue other indebtedness in exchange or replacement for, or as a refunding or repayment of, such indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Second Lien Agent” has the meaning set forth in the preamble hereof.

“Second Lien Capital” means the “Capital” under (and as defined in) the Second Lien Receivables Purchase Agreement as of the date hereof.

“Second Lien Claimholders” means, at any relevant time, the holders of Second Lien Obligations at such time, including without limitation the Second Lien Purchasers and the Second Lien Agent.

“Second Lien Fee Letter” means the Fee Letter dated as of March 26, 2010, between the Seller and the Second Lien Agent.

“Second Lien Obligations” means the “Aggregate Unpaids” (as defined in the Second Lien Receivables Purchase Agreement) under the Second Lien Transaction Documents. To the extent any payment with respect to the Second Lien Obligations (whether by or on behalf of the Seller, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. “Second Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second Lien Transaction Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“Second Lien Payment Date” means any “Monthly Payment Date” as defined in the Second Lien Receivables Purchase Agreement as of the date hereof.

“Second Lien Purchasers” means the “Purchasers” under and as defined in the Second Lien Receivables Purchase Agreement.

“Second Lien Receivables Purchase Agreement” has the meaning set forth in the Recitals hereto.

“Second Lien Transaction Documents” means the Second Lien Receivables Purchase Agreement, each other “Transaction Document” (as defined in the Second Lien Receivables Purchase Agreement) and each other document or instrument (including any Comparable Second Lien Collateral Document) executed or delivered at any time in connection therewith, including any intercreditor or joinder agreement among the Second Lien Claimholders, to the extent such are effective at the relevant time, as the same may be modified from time to time in a manner permitted by this Agreement.

“Servicer” as the context requires, has the meaning set forth in the First Lien Receivables Purchase Agreement and the Second Lien Receivables Purchase Agreement, in each case, as of the date hereof.

“Servicing Fee” as the context requires, has the meaning set forth in the First Lien Receivables Purchase Agreement and the Second Lien Receivables Purchase Agreement.

“Settlement Date” means (a) the Business Day following receipt of each Daily Report or Weekly Report (as applicable) under the First Lien Receivables Purchase Agreement, (b) each Monthly Payment Date (as defined in the First Lien Receivables Purchase Agreement) and (c) the Business Day on which any Recourse Obligation under the First Lien Receivables Purchase Agreement or the Second Lien Receivables Purchase Agreement is not paid when due.

“Transaction Party” means the Seller, the Servicer, each Originator and the “Performance Guarantor” (as defined in the First Lien Receivables Purchase Agreement and the Second Lien Receivables Purchase Agreement).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (d) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 2. Lien Priorities.

2.1 Relative Priorities. Notwithstanding the date, manner or order of grant, attachment or perfection, or any failure or errors with respect thereto, of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second Lien Transaction Documents or any other circumstance whatsoever, the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that, in the manner set forth in this Agreement: (a) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second Lien Agent or any Second Lien Claimholders or any agent or trustee therefor regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second

Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Seller or any other Person. Other than in accordance with Section 6 hereof, the First Lien Agent hereby agrees that it shall not subordinate any Lien securing any First Lien Obligations to any Lien securing any other obligation of the Seller or any other Person.

2.2 Prohibition on Contesting Liens. Each of the Second Lien Agent, for itself and on behalf of each Second Lien Claimholder, and the First Lien Agent, for itself and on behalf of each First Lien Claimholder, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Claimholders in the Collateral or by or on behalf of any of the Second Lien Claimholders in the Collateral, as the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Agent or any First Lien Claimholder to enforce this Agreement, including the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1.

2.3 No New Liens. The parties hereto agree that the Seller shall not (i) so long as the Discharge of First Lien Obligations has not occurred, grant or permit any additional Liens (other than those granted under the Second Lien Transaction Documents on the date hereof) on any asset or property to secure any Second Lien Obligation unless it has granted a senior and prior Lien on such asset or property to secure the First Lien Obligations, or (ii) grant or permit any additional Liens (other than those granted under the First Lien Transaction Documents on the date hereof) on any asset or property to secure any First Lien Obligations unless it has granted a junior and subordinate Lien on such asset or property to secure the Second Lien Obligations. Any such Lien granted in accordance with this Section 2.3 shall be subject to the provisions of Section 2.1 and 3.1. In the event that the foregoing clause (i) is not complied with for any reason, without limiting any other rights and remedies available to the First Lien Agent and/or the First Lien Claimholders, the Second Lien Agent, on behalf of the Second Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

2.4 Nature of First Lien Obligations and Second Lien Obligations.

(a) Subject to any limitations on the aggregate principal amount of obligations which may constitute First Lien Obligations set forth herein, the Second Lien Agent acknowledges that (i) the First Lien Obligations are revolving in nature, (ii) the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (iii) the terms of the First Lien Obligations may be modified, extended or amended from time to time, subject to the terms hereof, and (iv) the aggregate amount of First Lien Obligations may be increased without notice to or consent by the Second Lien Claimholders and without affecting the provisions hereof.

(b) The First Lien Agent acknowledges that (i) the Second Lien Obligations are revolving in nature, (ii) the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (iii) the terms of the Second Lien Obligations may be modified extended or amended from time to time, subject to

the terms hereof, and (iv) the aggregate amount of Second Lien Obligations may be increased without notice to or consent by the First Lien Claimholders and without affecting the provisions hereof.

SECTION 3. Enforcement.

3.1 Exercise of Remedies. (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Seller: (i) the Second Lien Agent and the Second Lien Claimholders will not (x) exercise or seek to exercise any rights or remedies (including set-off) with respect to any Collateral (including, without limitation, the exercise of any right or remedy to replace any Person then acting as “Servicer” in respect of the assets of the Seller) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought by the First Lien Agent or any First Lien Claimholder or any other exercise by the First Lien Agent or any First Lien Claimholder, of any rights or remedies relating to the Collateral under the First Lien Transaction Documents or otherwise, or (z) object to the forbearance by the First Lien Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as the respective interests of the Second Lien Claimholders attach to the proceeds thereof, if any, subject to the relative priorities described in Section 2 hereof and (ii) the First Lien Agent and the First Lien Claimholders shall have the exclusive right to enforce (or refrain from enforcing) rights, exercise (or refrain from exercising) remedies (including set-off) and release, subject to Section 5.1 of this Agreement, dispose of, or make determinations with respect to the Collateral without any consultation with or the consent of the Second Lien Agent or any Second Lien Claimholder; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Seller, the Second Lien Agent may vote on any plan of reorganization (including, without limitation, vote to accept or reject any plan of partial or complete, liquidation, reorganization, arrangement, composition or extension), file a proof of claim, statement of interest or other filing with respect to the Second Lien Obligations and the Second Lien Transaction Documents, in accordance with and not prohibited by the terms of this Agreement, (B) the Second Lien Agent may take any action (not adverse to the prior Liens on the Collateral securing the First Lien Obligations, including, without limitation, the priority thereof, or the rights of the First Lien Agent or any First Lien Claimholders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral, in accordance with and not prohibited by the terms of this Agreement, (C) the Second Lien Claimholders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance or avoidance of the claims or Liens of the Second Lien Claimholders, including without limitation any claims secured by the Collateral, if any, in each case, in accordance with and not prohibited by the terms of this Agreement, (D) join (but not exercise control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with such enforcement action by the First Lien agent, and (E) the Second Lien Claimholders shall be entitled to file and litigate any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Seller arising

under either Bankruptcy Law or applicable non-bankruptcy law, in each case, in accordance with and not prohibited by the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the First Lien Agent and the First Lien Claimholders may enforce the provisions of the First Lien Transaction Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code and of a secured creditor under any Bankruptcy Laws.

(b) The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that, it will not take or receive any Collateral or any proceeds of Collateral, in either case, in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), Section 4.1(a) and Section 5.3. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), Section 4.1(a) and Section 5.3, the sole right of the Second Lien Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Transaction Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred in accordance with the terms of the Second Lien Transaction Documents and applicable law.

(c) The Second Lien Agent, for itself and on behalf of the Second Lien Claimholders, (i) agrees that the Second Lien Agent and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Transaction Documents, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and (ii) hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor, subject to the proviso in clause (ii) of Section 3.1(a), or otherwise to object to the manner in which the First Lien Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders.

(d) The Second Lien Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Transaction Documents shall be asserted by any Second Lien Claimholder to restrict in any way the rights and remedies of the First Lien Agent or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Transaction Documents.

(e) If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes or attempts to take any action prohibited by this Agreement or fails to take any action required by this Agreement, the First Lien Agent or the Seller may obtain relief against such Second Lien Claimholder by injunction, specific performance and/or other equitable relief, it being understood and agreed by the Second Lien Agent on behalf of the

Second Lien Claimholders that (i) the Seller’s and/or First Lien Claimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable and (ii) each Second Lien Claimholder waives any defense that the Seller and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages.

(f) Whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Seller, the First Lien Agent and the First Lien Claimholders agree that they will not effectuate any Collateral Sale during the first 45 days after the occurrence of the Amortization Date under the First Lien Receivables Purchase Agreement unless either (i) such Collateral Sale will result in the payment in full in cash of the First Lien Obligations and the Second Lien Obligations or (ii) the Second Lien Agent shall have consented thereto. If the First Lien Agent desires to arrange a Collateral Sale at any time after such 45-day period, the First Lien Agent will offer the Second Lien Claimholders the option to purchase the First Lien Obligations in accordance with the provisions of Section 9 hereof by giving the Second Lien Agent notice thereof, which the Second Lien Agent will promptly forward to each Second Lien Claimholder.

(g) The First Lien Agent agrees that any enforcement action by the First Lien Agent with respect to Collateral subject to Article 9 of the UCC shall be conducted by the First Lien Agent in a commercially reasonable manner. The Second Lien Agent agrees that any enforcement action by the Second Lien Agent with respect to Collateral subject to Article 9 of the UCC shall be conducted by the Second Lien Agent in a commercially reasonable manner.

3.2 Cooperation.

(a) Subject to the proviso in clause (ii) of Section 3.1(a) of this Agreement, the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that, unless and until the Discharge of First Lien Obligations has occurred, it will not commence, or join with any Person in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding (including, without limitation, any Insolvency or Liquidation Proceeding) with respect to any Lien held by it under the Second Lien Transaction Documents or otherwise.

(b) If there is any First Lien Capital outstanding under the First Lien Receivables Purchase Agreement and the First Lien Agent has actual knowledge that the “Purchaser Interests” under (and as defined in) the First Lien Receivables Purchase Agreement exceed 100% for more than three (3) Business Days, the First Lien Agent shall provide prompt written notice thereof to the Second Lien Agent; provided, however, that no failure to deliver such notice shall constitute a breach by the First Lien Agent hereunder and the First Lien Agent shall have no liability to the Second Lien Agent or any Second Lien Claimholder for such failure. In any such notice, the First Lien Agent shall notify the Second Lien Agent of what remedial steps, if any, it anticipates taking with the Seller or in respect of the Receivables in connection with such excess. Nothing in this Section 3.2(b) shall limit the reporting obligations of the Seller under any First Lien Transaction Document or any Second Lien Transaction Document.

(c) The Second Lien Agent shall provide the First Lien Agent copies of (i) each “SLOT Reduction Notice” received by it under (and as defined in) the Second Lien Receivables Purchase Agreement, (ii) any payoff and termination notice received by it from the Seller with respect to the Second Lien Receivables Purchase Agreement and (iii) a notice of the occurrence of an Amortization Event or Potential Amortization Event under the Second Lien Receivables Purchase Agreement or any declaration of the “Amortization Date” under (and as defined in) the Second Lien Receivables Purchase Agreement delivered by it to the Seller.

(d) The First Lien Agent shall provide the Second Lien Agent copies of (i) each “Reduction Notice” received by it under (and as defined in) the First Lien Receivables Purchase Agreement, (ii) any payoff and termination notice received by it from the Seller with respect to the First Lien Receivables Purchase Agreement and (iii) a notice of the occurrence of an Amortization Event or Potential Amortization Event under the First Lien Receivables Purchase Agreement or any declaration of the “Amortization Date” under (and as defined in) the First Lien Receivables Purchase Agreement delivered by it to the Seller.

SECTION 4. Payments.

4.1 Application of Proceeds; Repayments.

(a) So long as the Discharge of First Lien Obligations has not occurred and notwithstanding anything to the contrary in this Agreement, on each Settlement Date, on any date that fees or other Recourse Obligations are due and payable to the First Lien Claimholders or the Second Lien Claimholders pursuant to the First Lien Transaction Documents or the Second Lien Transaction Documents, as applicable, and, if directed by the First Lien Agent, on each Business Day after the occurrence and during the continuance of any Amortization Event under the First Lien Receivables Purchase Agreement, the Seller shall (or instruct and direct the Servicer to, and the Servicer hereby agrees to) withdraw amounts on deposit in the Collection Account (or if the First Lien Agent shall have exercised its right to obtain exclusive control over the Collection Account, then the First Lien Agent shall disburse such amounts on deposit in the Collection Account), and pay such amounts, together with (but without duplication) (x) those additional amounts and those amounts received into the Collection Accounts that were set aside pursuant to Section 2.2 of the First Lien Receivables Purchase Agreement and Section 2.2 of the Second Lien Receivables Purchase Agreement and (y) any proceeds of Collateral received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies, as follows in the following order of priority :

(i) first, to the extent then due and payable, to the payment of the aggregate accrued and unpaid Servicing Fees to the Servicer (if the Servicer is not an Affiliate of the Seller);

(ii) second, to the payment of all fees accrued and unpaid through such date and all unreimbursed expenses of the First Lien Agent which are reimbursable pursuant to and in accordance with the terms of the First Lien Receivables Purchase Agreement;

(iii) third, on any First Lien Payment Date, to the payment of accrued and unpaid fees under the First Lien Fee Letter and all “CP Costs” and “Yield” under (and as

defined in) the First Lien Receivables Purchase Agreement which are then due and payable in accordance with the terms thereof;

(iv) fourth, to the extent that any First Lien Capital is then due and payable, to the payment of such First Lien Capital in accordance with the terms of the First Lien Receivables Purchase Agreement;

(v) fifth, to the extent then due and payable, pro rata, to the payment of all other First Lien Obligations accrued and unpaid under the First Lien Receivables Purchase Agreement and under the other First Lien Transaction Documents, including, without limitation, amounts payable under Article X of the First Lien Receivables Purchase Agreement in accordance with the terms of the First Lien Receivables Purchase Agreement;

(vi) sixth, to the extent then due and payable, to the payment of all fees accrued and unpaid through such date (including, without limitation, any fees that were not paid on any prior date) and all unreimbursed expenses of the Second Lien Agent which are reimbursable pursuant to the terms of the Second Lien Transaction Documents in accordance with the terms thereof;

(vii) seventh, on any Second Lien Payment Date, to the payment of accrued and unpaid fees under the Second Lien Fee Letter and all “Yield” under (and as defined in) the Second Lien Receivables Purchase Agreement which is then due and payable in accordance with the terms of the Second Lien Receivables Purchase Agreement;

(viii) eighth, to the extent that any Second Lien Capital are then due and payable, to the payment of such Second Lien Capital in accordance with the terms of the Second Lien Receivables Purchase Agreement;

(ix) ninth, to the extent then due and payable, pro rata to the payment of all other Second Lien Obligations accrued and unpaid under the Second Lien Transaction Document, including, without limitation, amounts payable under Article X of the Second Lien Receivables Purchase Agreement in accordance with the terms thereof;

(x) tenth, to the extent then due and payable and not otherwise paid under clause first above, to the payment of the aggregate accrued and unpaid Servicing Fees to the Servicer; and

(xi) eleventh, to be paid to the Seller.

(b) Upon the Discharge of First Lien Obligations, the First Lien Agent shall deliver to the Second Lien Agent any proceeds of Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Agent to the Second Lien Obligations in such order as specified in the Second Lien Transaction Documents or as may be required by law.

(c) Notwithstanding the terms of the Second Lien Transaction Documents, the Seller hereby agrees that it may not make, directly or indirectly, and Second

Lien Agent, hereby agrees that the Second Lien Purchasers will not accept, any repayment of “Aggregate SLOT Capital” under (and as defined in) the Second Lien Receivables Purchase Agreement unless the Facility Termination Date shall not have occurred and, immediately before and after giving effect to any such repayment, either (x) no Amortization Event has occurred and is continuing or (y) there is no First Lien Capital outstanding.

(d) Notwithstanding anything herein to the contrary, the First Lien Agent (on behalf of the First Lien Claimholders) acknowledges and agrees that the Seller shall be permitted to repay, and the Second Lien Purchasers may accept a repayment of, all or any portion of the “Aggregate SLOT Capital” under (and as defined in) the Second Lien Receivables Purchase Agreement in accordance with the terms of the Second Lien Receivables Purchase Agreement if the Facility Termination Date shall not have occurred and, immediately before and after giving effect to any such reduction, (x) no Amortization Event under the First Lien Receivables Purchase Agreement has occurred and is continuing or (y) there is no First Lien Capital outstanding.

(e) For the avoidance of doubt, the failure to make any payment under the Second Lien Transaction Documents to any Second Lien Claimholder when such payment is due (after giving effect to any applicable grace period, if any, set forth in any Second Lien Transaction Document) as a result of any provision contained in this Agreement may (to the extent provided in Section 9.1(a) thereof) constitute an “Amortization Event” under the Second Lien Transaction Documents.

4.2 Payments Over. So long as the Discharge of First Lien Obligations has not occurred, any Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Agent or any Second Lien Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Agent in the same form as received for application in accordance with Section 4.1(a) hereof, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Agent or any such Second Lien Claimholders in connection with any payment over described in the prior sentence. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. For the avoidance of doubt, the deposit of proceeds of Collateral into the Collection Account and the application of such proceeds, in each case, in accordance with Section 4.1 hereof, shall not constitute an enforcement action and the Second Lien Agent and the Second Lien Claimholders shall have no obligation to pay over to the First Lien Agent or First Lien Claimholders any payment received by the Second Lien Agent or the Second Lien Claimholders on account of the Second Lien Obligations that is paid out of any amount that, in accordance with Section 4.1 hereof, is paid to the Second Lien Agent or the Second Lien Claimholders or is otherwise permitted hereunder to be paid by or on behalf of the Seller to the Second Lien Agent or the Second Lien Claimholders notwithstanding that such amount constitutes proceeds of any Collateral.

SECTION 5. Other Agreements.

5.1 Releases.

(a) If, in connection with:

(i) the exercise of any of First Lien Agent’s rights or remedies in respect of the Collateral hereunder or under any First Lien Transaction Document (whether or not an Amortization Event has occurred and is continuing); or

(ii) any agreement between the First Lien Agent and the Seller to release the First Lien Agent’s Lien on any portion of the Collateral upon any sale, lease, exchange, transfer or other disposition of Collateral to an unaffiliated third party or to any “Originator” (as defined in the First Lien Receivables Purchase Agreement),

the First Lien Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral other than in connection with the Discharge of First Lien Obligations, then, so long as the proceeds, if any, of such sale, lease, exchange, transfer or other disposition are applied as set forth in Section 4.1 hereof, the Liens, if any, of the Second Lien Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released and the Second Lien Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Agent such termination statements, releases and other documents as the First Lien Agent or the Seller may reasonably request to effectively confirm such release.

(b) Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Claimholders (i) have released any Lien on Collateral and any such Liens are later reinstated or (ii) obtain any new senior and first priority Liens from the Seller, then the Second Lien Claimholders shall be granted (and Seller hereby grants to the Second Lien Agent) a junior and subordinate Lien on any such Collateral as the case may be which Liens shall be subject to the terms of this Agreement.

5.2 Amendments to First Lien Transaction Documents and Second Lien Transaction Documents.

(a) Until the Discharge of First Lien Obligations occurs, and notwithstanding anything to the contrary contained in the Second Lien Transaction Documents, neither the Second Lien Agent nor the Second Lien Claimholders shall, without the prior written consent of First Lien Agent (which consent may be conditioned or withheld in the First Lien Agent’s sole discretion), agree to any amendment, supplement or other modification to any Second Lien Transaction Documents, except for (I) those the effect of which is to (A) extend the maturity of a Second Lien Obligation, (B) decrease the maximum principal amount of the Second Lien Obligations or the rate of interest on all or any portion of the Second Lien Obligations, (C) make any termination event or covenant less restrictive as to the Seller, or (D) increase the interest rate or interest rate margins with respect to the Second Lien Obligations by no more than two hundred (200) basis points or (II) any automatic amendment, waiver or consent in accordance with Section 5.2(c) of this Agreement (it being understood that any modification described in clauses (I) and (II) above are expressly permitted hereby). The Seller agrees that the

Second Lien Receivables Purchase Agreement shall include the following language (or language to similar effect approved by the First Lien Agent):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of March 26, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Tenneco Automotive RSA Company, JPMorgan Chase Bank, N.A., as First Lien Agent, Wells Fargo Bank, N.A., as Second Lien Agent and certain other persons that may become party thereto from time to time.”

(b) The First Lien Agent or any First Lien Claimholder may at any time enter into any amendment, waiver or consent in respect of any of the First Lien Transaction Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Transaction Document or changing in any manner the rights of the First Lien Agent, provided that First Lien Agent or any First Lien Claimholder shall not, so long as any Second Lien Obligation is outstanding, without the written consent of the Second Lien Agent, amend the definition of “Net Receivables Balance”, “Aggregate Reserves” or the definition of any component of either of the foregoing in a manner that materially increases the amount of funding availability for the Seller under the First Lien Receivables Purchase Agreement; provided, that nothing in this Section 5.2(b) shall limit the ability of the First Lien Purchasers to make any purchases that would cause the “Purchaser Interests” under (and as defined in) the First Lien Receivables Purchase Agreement to exceed 100% (and, except for amounts in excess of the “Purchase Limit” under (and as defined in) the First Lien Receivables Purchase Agreement, the amount of such excess shall constitute “First Lien Obligations” hereunder).

(c) The parties hereto agree that the imposition of a default rate of interest or default fees in accordance with the terms of the First Lien Transaction Documents or the Second Lien Transaction Documents shall not be deemed to be an amendment or other modification of any such agreement for purposes of this Section 5.2.

5.3 Rights As Unsecured Creditors. Except as otherwise set forth in Section 2.1 of this Agreement, the Second Lien Agent and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Seller in accordance with the terms of the Second Lien Transaction Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the Second Lien Agent or any Second Lien Claimholders of the required repayments of “Capital” or “Yield” under (and as defined in) the Second Lien Documents or fees payable under the Second Lien Fee Letter so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Agent or any Second Lien Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement of the rights under the Second Lien Documents in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Agent or the First Lien Claimholders may have with respect to the Collateral.

5.4 Bailee for Perfection.

(a) The First Lien Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees or custodians or depository banks or securities intermediaries, that are party to a control agreement with respect to any Collateral) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Possession/Control Collateral”) as collateral agent for the First Lien Claimholders and as gratuitous bailee and agent for perfection for the Second Lien Agent and Second Lien Claimholders (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313 of the UCC) and any assignee thereof solely for the purpose of perfecting the security interest granted under the First Lien Transaction Documents and the Second Lien Transaction Documents, subject to the terms and conditions of this Section 5.4. Solely with respect to any deposit accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Agent, the First Lien Agent agrees to hold such control over such deposit accounts as gratuitous agent for the Second Lien Agent, subject to the terms and conditions of this Section 5.4.

(b) Subject to the terms of this Agreement, until the Discharge of First Lien Obligations has occurred, the First Lien Agent shall be entitled to deal with the Possession/Control Collateral in accordance with the terms of the First Lien Transaction Documents as if the Liens of the Second Lien Agent under the Second Lien Transaction Documents did not exist. Until the Discharge of First Lien Obligations, the rights of the Second Lien Agent shall at all times be subject to the terms of this Agreement and to the First Lien Agent’s rights under the First Lien Transaction Documents.

(c) The First Lien Agent shall have no obligation whatsoever to the First Lien Claimholders, the Second Lien Agent or any Second Lien Claimholder to ensure that the Possession/Control Collateral is genuine or owned by the Seller or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Lien Agent under this Section 5.4 shall be limited solely to holding the Possession/Control Collateral as bailee in accordance with this Section 5.4 and the duties set forth in Section 5.4(e) and in so acting, the First Lien Agent shall be entitled to the benefits and protections of Article XI of the First Lien Purchase Agreement.

(d) The First Lien Agent acting pursuant to this Section 5.4 shall not have by reason of the First Lien Transaction Documents, the Second Lien Transaction Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Claimholders, the Second Lien Agent or any Second Lien Claimholder.

(e) Upon the Discharge of the First Lien Obligations under the First Lien Transaction Documents to which the First Lien Agent is a party, the First Lien Agent shall deliver the remaining Possession/Control Collateral (if any) together with any necessary endorsements or assignments, to the Second Lien Agent to the extent Second Lien Obligations remain outstanding, (so as to allow such Person to obtain control of such Possession/Control Collateral). The First Lien Agent agrees that, upon and after the Discharge of First Lien Obligations, (i) to the extent Second Lien Obligations remain outstanding, the First Lien Agent

hereby assigns to the Second Lien Agent, without representation or warranty of any kind, all of its rights, title and interest in and to any control agreements relating to the Collateral, (ii) to the extent Second Lien Obligations remain outstanding, it hereby irrevocably directs the depositary bank or securities intermediary for such control agreement to act upon the directions of the Second Lien Agent, (iii) to the extent Second Lien Obligations remain outstanding, it will not direct any such depositary bank or securities intermediary to terminate such control agreement without the prior written consent of the Second Lien Agent and (iv) the First Lien Agent shall promptly confirm, upon the request of the Second Lien Agent or the Seller, in writing to such requesting party that this Agreement has been terminated in accordance with its terms.

5.5 When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time after the Discharge of First Lien Obligations has occurred, or simultaneously with such occurrence, the Seller or an Affiliate of the Seller immediately thereafter enters into any Refinancing of any First Lien Transaction Document evidencing a First Lien Obligation that results in a Refinancing of substantially all of the First Lien Obligations on credit terms that provide for an advance calculation substantially similar to the terms of the First Lien Obligations (which shall require the same terms as the “Net Receivables Balance” and “Aggregate Reserves”, each as defined in the Second Lien, then, if consented to in writing by the Second Lien Agent, such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of First Lien Obligations), and the obligations under such Refinanced First Lien Transaction Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the First Lien Agent under such First Lien Transaction Documents shall be a First Lien Agent for all purposes of this Agreement. Upon its receipt of a written notice stating that the Seller or an Affiliate of the Seller has entered into a new First Lien Transaction Document (which notice shall include the identity of the new collateral agent (such agent, the “New Agent“)), if the Second Lien Agent shall have consented in writing to such new First Lien Transaction Document as provided in this Section 5.5, the Second Lien Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Seller or such New Agent shall reasonably request in order to reflect that the New Agent may exercise the rights of the First Lien Agent contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Possession/Control Collateral as may be in Second Lien Agent’s possession or control, together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Possession/Control Collateral). If the new First Lien Obligations under the new First Lien Transaction Documents are secured by assets of the Seller or an Affiliate of the Seller of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by (and Seller hereby grants to other Second Lien Agent) a second priority Lien on such assets to the same extent provided in the Second Lien Transaction Documents which Liens shall be subject to the terms hereof.

5.6 Power of Attorney. Until the Discharge of First Lien Obligations occurs, the Second Lien Agent, for itself and on behalf of the Second Lien Claimholders, hereby irrevocably constitutes and appoints the First Lien Agent and any officer or agent of the First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power

and authority in the place and stead of the Second Lien Agent or such holder or in the First Lien Agent’s own name, from time to time in the First Lien Agent’s discretion, for the purpose of carrying out the terms of Sections 4.2 and 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or reasonably desirable to accomplish the purposes of Sections 4.2 and 5.1, including any endorsements or other instruments of transfer or release, in each case to the extent the Second Lien Agent failed to timely perform or execute such action, documents or instruments.

SECTION 6. Insolvency or Liquidation Proceedings.

6.1 Finance and Sale Issues. Until the Discharge of First Lien Obligations has occurred, if the Seller shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Agent shall desire to permit the use of cash collateral on which the First Lien Agent or any other creditor has a Lien or to permit the Seller to obtain financing, whether from the First Lien Claimholders or any other entity under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will raise no objection to such use of cash collateral or DIP Financing (except to the extent that such DIP Financing would otherwise cause the First Lien Obligations to exceed the amounts as set forth in Section 5.2(b)) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien Agent or to the extent permitted by Section 6.3) and, to the extent the Liens securing the First Lien Obligations are subordinated or pari passu with such DIP Financing, the Second Lien Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) to the extent the Second Lien Agent’s Liens are subordinate to the First Lien Agent’s Liens set forth in this Agreement. The Second Lien Agent on behalf of the Second Lien Claimholders, agrees that it will not raise any objection or oppose a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the First Lien Claimholders have consented to such sale or disposition of such assets. In addition, if any Transaction Party becomes subject to any Insolvency or Liquidation Proceeding and any applicable Transaction Party shall desire to have all or substantially all Receivables conveyed to one or more Transaction Parties in order to consummate a DIP Financing to such Transaction Party or any of its Affiliates, then the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will raise no objection to such sale so long as all First Lien Obligations and the Second Lien Obligations can be repaid in full at par with the proceeds of such sale.

6.2 Relief from the Automatic Stay. Until the Discharge of First Lien Obligations has occurred, the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the First Lien Agent.

6.3 Adequate Protection. The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that none of them shall contest (or support any other person contesting) in any Insolvency or Liquidation Proceeding of the Seller (a) any request by the First Lien Agent or the First Lien Claimholders for adequate protection or (b) any objection by the

First Lien Agent or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agent or the First Lien Claimholders claiming a lack of adequate protection. Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the First Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or replacement liens in any post-petition assets, then the Second Lien Agent, on behalf of itself or any of the Second Lien Claimholders, may seek or request adequate protection in the form of a Lien on such additional collateral or post-petition assets, which Lien will be subordinated to the Liens securing the First Lien Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Lien Obligations under this Agreement, and (ii) in the event the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral or replacement liens in post-petition assets, then the Second Lien Agent, on behalf of itself or any of the Second Lien Claimholders, agrees that the First Lien Agent, to the extent allowed by the bankruptcy court, be granted a senior Lien on such additional collateral or post-petition assets, as security for the First Lien Obligations and for any such DIP Financing provided by the First Lien Claimholders and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any such DIP Financing provided by the First Lien Claimholders (and all obligations relating thereto) and to any other Liens granted to the First Lien Claimholders as adequate protection on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to such First Lien Obligations under this Agreement.

6.4 No Waiver. Subject to the proviso in clause (ii) of Section 3.1(a) of this Agreement, nothing contained herein shall prohibit or in any way limit the First Lien Agent or any First Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Second Lien Agent or any of the Second Lien Claimholders, including the seeking by the Second Lien Agent or any Second Lien Claimholders of adequate protection or the asserting by the Second Lien Agent or any Second Lien Claimholders of any of its rights and remedies under the Second Lien Transaction Documents or otherwise.

6.5 Avoidance Issues. If any First Lien Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Seller any amount (a “Recovery”), then such First Lien Claimholders shall be entitled to a reinstatement of First Lien Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect (and the Discharge of the First Lien Obligations shall be deemed not to have occurred) to the extent of such Recovery, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

6.6 Post-Petition Interest.

(a) Neither the Second Lien Agent nor any Second Lien Claimholder shall oppose or seek to challenge any claim by the First Lien Agent or any First Lien Claimholder for

allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the First Lien Agent’s Lien, without regard to the existence of the Lien of the Second Lien Agent on behalf of the Second Lien Claimholders on the Collateral.

(b) Neither the First Lien Agent nor any other First Lien Claimholder shall oppose or seek to challenge any claim by the Second Lien Agent or any Second Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien of the Second Lien Agent on behalf of the Second Lien Claimholders on the Collateral (after taking into account the existence of the Lien of the First Lien Agent on behalf of the First Lien Claimholders on the Collateral).

6.7 Waiver. The Second Lien Agent, for itself and on behalf of the Second Lien Claimholders, waives any claim it may hereafter have against any First Lien Claimholder arising out of the election of any First Lien Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral or financing arrangement or out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding.

6.8 Effectiveness in Insolvency or Liquidation Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall, for the avoidance of any doubt, be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. All references in this Agreement to the Seller shall include the Seller as a debtor-in-possession and any receiver or trustee for the Seller in any Insolvency or Liquidation Proceeding.

6.9 Separate Grants of Security and Separate Classification. Each of the Second Lien Agent, for itself and on behalf of the Second Lien Claimholders, and the First Lien Agent, for itself and on behalf of the First Lien Claimholders, acknowledges and agrees that (i) the grant of Liens pursuant to the First Lien Transaction Documents and the grant of Liens pursuant to the Second Lien Transaction Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Second Lien Obligations, to the extent deemed to be “secured claims” within the meaning of Section 506(b) of the Bankruptcy Code (or any similar Bankruptcy Law), are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization in an Insolvency or Liquidation Proceeding. The Second Lien Agent, for itself and on behalf of the Second Lien Claimholders, agrees that the Second Lien Claimholders shall not seek in any Insolvency or Liquidation Proceeding to be treated as part of the same class of creditors as the First Lien Claimholders and shall not oppose or contest any pleading by the First Lien Claimholders seeking separate classification of their respective secured claims.

6.10 Reorganization Securities. Nothing in this Agreement shall in any way prohibit or limit the right of any Second Lien Claimholder to receive and retain any debt or equity securities that are issued by any reorganized debtor pursuant to any plan of reorganization or similar dispositive restructuring plan in connection with any Insolvency or Liquidation Proceeding. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized

debtor are secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the First Lien Obligations and on account of the Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

6.11 Valuation of Collateral. In any Insolvency and Liquidation Proceeding, the First Lien Agent and First Lien Claimholders agree not to contest the characterization of the Second Lien Obligations as secured claims under Section 506(b) of the Bankruptcy Code or otherwise seek a valuation of the Collateral for the purpose of determining whether the Second Lien Obligations constitute secured claims under the Bankruptcy Code in each case for a period of 60 days following the occurrence of an Amortization Event that is not cured or waived under the First Lien Receivables Purchase Agreement.

SECTION 7. Reliance; Waivers; Etc.

7.1 Reliance. Other than any reliance on the terms of this Agreement, the First Lien Agent, on behalf of itself and the First Lien Claimholders under its First Lien Transaction Documents, acknowledges that it and such First Lien Claimholders have, independently and without reliance on the Second Lien Agent or any Second Lien Claimholders, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such First Lien Transaction Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the First Lien Receivables Purchase Agreement or this Agreement. The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, acknowledges that it and the Second Lien Claimholders have, independently and without reliance on the First Lien Agent or any First Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Second Lien Transaction Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second Lien Transaction Documents or this Agreement.

7.2 No Warranties or Liability. The First Lien Agent, on behalf of itself and the First Lien Claimholders, acknowledges and agrees that the Second Lien Agent and the Second Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Transaction Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Claimholders will be entitled to manage and supervise their respective interests and extensions of credit under the Second Lien Transaction Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, acknowledges and agrees that the First Lien Agent and the First Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Transaction Documents or Second Lien Transaction Documents, the ownership of any Collateral

or the perfection or priority of any Liens thereon. The First Lien Claimholders will be entitled to manage and supervise their respective interests and extensions of credit under the First Lien Transaction Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Agent and the Second Lien Claimholders shall have no duty to the First Lien Agent or any of the First Lien Claimholders, and the First Lien Agent and the First Lien Claimholders shall have no duty to the Second Lien Agent or any of the Second Lien Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an Amortization Event or Potential Amortization Event under the First Lien Transaction Documents or the Second Lien Transaction Documents or a termination event, event of default or event of similar import under any agreements with the Seller, regardless of any knowledge thereof which they may have or be charged with.

7.3 No Waiver of Lien Priorities.

(a) No right of the First Lien Claimholders, the First Lien Agent or any of them to enforce any provision of this Agreement or any First Lien Transaction Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Seller or by any act or failure to act by any First Lien Claimholder or the First Lien Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First Lien Transaction Documents or any of the Second Lien Transaction Documents, regardless of any knowledge thereof which the First Lien Agent or the First Lien Claimholders, or any of them, may have or be otherwise charged with;

(b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Seller under the First Lien Transaction Documents and subject to the provisions of Section 5.2(b)), the First Lien Claimholders, the First Lien Agent and any of them may, at any time and from time to time in accordance with the First Lien Transaction Documents and/or applicable law, without the consent of, or notice to, the Second Lien Agent or any Second Lien Claimholders, without incurring any liabilities to the Second Lien Agent or any Second Lien Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Agent or any Second Lien Claimholders is affected, impaired or extinguished thereby) do any one or more of the following:

(i) subject to the terms of Section 5.2(b) hereof, change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the First Lien Obligations or any Lien on any Collateral or guaranty thereof or any liability of the Seller, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the First Lien Agent or any of the First Lien Claimholders, the First Lien Obligations or any of the First Lien Transaction Documents;

(ii) upon written notice to the Second Lien Agent, sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral or any liability of the Seller to the First Lien

Claimholders or the First Lien Agent, or any liability incurred directly or indirectly in respect thereof; provided, however, that no failure to deliver notice thereof shall constitute a breach by the First Lien Agent hereunder and the First Lien Agent shall have no liability to the Second Lien Agent or any Second Lien Claimholder for such failure;

(iii) settle or compromise any First Lien Obligation or any other liability of the Seller or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order; and

(iv) exercise or delay in or refrain from exercising any right or remedy against the Seller or any security or any other Person, elect any remedy and otherwise deal freely with the Seller or any Collateral and any security and any guarantor or any liability of the Seller to the First Lien Claimholders or any liability incurred directly or indirectly in respect thereof.

(c) The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, also agrees that the First Lien Claimholders and the First Lien Agent shall have no liability to the Second Lien Agent or any Second Lien Claimholders, and the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, hereby waives any claim against any First Lien Claimholder or the First Lien Agent, in any case to the extent such liability or claim arises out of any and all actions which the First Lien Claimholders or the First Lien Agent may take or permit or omit to take with respect to: (i) the First Lien Transaction Documents, (ii) the collection of the First Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Collateral. The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that the First Lien Claimholders and the First Lien Agent have no duty to them in respect of the maintenance or preservation of the Collateral, the First Lien Obligations or otherwise; and

(d) The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the First Lien Agent and the First Lien Claimholders and the Second Lien Agent and the Second Lien Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any First Lien Transaction Documents or any Second Lien Transaction Documents;

(b) except as otherwise set forth in the Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the First Lien Obligations or Second Lien Obligations, or any amendment or waiver or other modification,

including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Transaction Document or any Second Lien Transaction Document;

(c) any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Second Lien Obligations or any guaranty thereof;

(d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Seller or any Transaction Party; or

(e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Seller in respect of the First Lien Obligations (or any Transaction Party under any First Lien Transaction Document), or of the Second Lien Agent or any Second Lien Claimholder in respect of this Agreement.

SECTION 8. Miscellaneous.

8.1 Conflicts. In the event and to the extent of any conflict between the provisions of this Agreement and the provisions of the First Lien Transaction Documents or the Second Lien Transaction Documents, the provisions of this Agreement shall govern and control.

8.2 Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Agent or any Second Lien Claimholder subject to the Second Lien Transaction Documents, to extend credit and other financial accommodations and lend monies not prohibited hereby to or for the benefit of the Seller constituting First Lien Obligations in reliance hereof. The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations owing to the Second Lien Claimholders under the Second Lien Receivables Purchase Agreement have been irrevocably paid in full and all commitments thereunder have been terminated if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations have been irrevocably paid in full and all commitments of the Second Lien Claimholders with respect thereto have been terminated and (ii) with respect to the First Lien Agent, the First Lien Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the reinstatement of the First Lien Obligations provided for herein.

8.3 Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement shall be deemed to be made unless the same shall be in writing

signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time.

8.4 Information Concerning Financial Condition of the Seller. The First Lien Agent and the First Lien Claimholders, on the one hand, and the Second Lien Claimholders and the Second Lien Agent, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of the Seller and the other Transaction Parties and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations or the Second Lien Obligations. The First Lien Agent and the First Lien Claimholders shall have no duty to advise the Second Lien Agent or any Second Lien Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the First Lien Agent or any of the First Lien Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Second Lien Agent or any Second Lien Claimholder, it or they shall be under no obligation (w) to make, and the First Lien Agent and the First Lien Claimholders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. In the event the Second Lien Agent or any of the Second Lien Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the First Lien Agent or any First Lien Claimholder, it or they shall be under no obligation (w) to make, and the Second Lien Agent and the Second Lien Claimholders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5 Subrogation. The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees not to assert any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations has occurred.

8.6 Application of Payments. All payments received by the First Lien Agent or the First Lien Claimholders may be applied, reversed and reapplied, in whole or in part, to such part of the First Lien Obligations in the manner provided for in Section 4.1. The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, assents to any extension or postponement of the time of payment of the First Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security which may at any time secure any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

8.7 SUBMISSION TO JURISDICTION; WAIVERS. (a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE COURT OR FEDERAL COURT SITTING IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS IN ANY SUCH COURTS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.8; AND (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

(b) TO THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE, AND HEREBY WAIVES, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER OR MODIFICATION SPECIFICALLY REFERRING TO THIS SECTION 8.7(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

8.8 Notices. All demands, notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including communication by facsimile copy or electronic mail) and mailed, faxed, transmitted or delivered to the applicable Person at the address specified for such Person set forth Schedule A hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other

parties given in the manner described in the following sentence. All such demands, notices and communications shall be effective upon delivery in the case of facsimile or electronic mail delivery and upon receipt in the case of U.S. mail or courier delivery.

8.9 Further Assurances. The First Lien Agent, on behalf of itself and the First Lien Claimholders, the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, and the Seller, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First Lien Agent or the Second Lien Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by this Agreement.

8.10 GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE INTERESTS OF THE FIRST LIEN AGENT OR THE FIRST LIEN CLAIMHOLDERS IN THE COLLATERAL OR OF THE SECOND LIEN AGENT OR THE SECOND LIEN CLAIMHOLDERS IN THE COLLATERAL, OR REMEDIES HEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTION CONTEMPLATED HEREUNDER.

8.11 Binding on Successors and Assigns. This Agreement shall be binding upon the First Lien Agent, the First Lien Claimholders, the Second Lien Agent, the Second Lien Claimholders and their respective successors and assigns.

8.12 Specific Performance. Each of the First Lien Agent and the Second Lien Agent may demand specific performance of this Agreement. Each of the First Lien Agent, on behalf of itself and the First Lien Claimholders under its First Lien Transaction Documents, and the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First Lien Agent or the Second Lien Agent, as the case may be.

8.13 Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

8.14 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed

counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

8.15 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

8.16 Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Claimholders and the Second Lien Claimholders. No other Person shall have or be entitled to assert rights or benefits hereunder.

8.17 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Claimholders on the one hand and the Second Lien Claimholders on the other hand. None of the Seller, the Servicer or any other creditor thereof shall have any rights or, except as expressly provided herein, obligations hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Seller, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

8.18 Representations and Warranties.

(a) Each of the parties hereto hereby represents and warrants as follows to each other as of the date hereof:

(i) it is duly organized and validly existing under the laws of the jurisdiction of its organization and has all requisite power and authority to execute, deliver and perform this Agreement and each other First Lien Transaction Document and/or Second Lien Transaction Document, as applicable, to which it is a party and to consummate the transactions herein and therein contemplated;

(ii) the execution, delivery and performance of this Agreement and each such other First Lien Transaction Document and/or Second Lien Transaction Document, as applicable, and the consummation of transactions herein and therein have been duly authorized by it and this Agreement and each such other First Lien Transaction Document and/or Second Lien Transaction Document, as applicable, constitute its legal, valid and binding obligation, enforceable in accordance with its terms (subject to applicable Bankruptcy Laws or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law); and

(iii) the execution, delivery and performance of this Agreement and each such other First Lien Transaction Document and/or Second Lien Transaction Document, as applicable, to which it is a party, and the consummation of the transactions herein and therein do not and will not conflict with the provisions of its governing

instruments and will not violate any provisions of applicable law or regulation or any order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected; and

(b) The Second Lien Agent hereby represents and warrants as follows to the Seller and the First Lien Agent as of the date hereof:

(i) the execution, delivery and performance of the Second Loan Documents and this Agreement are in the ordinary course of the Second Lien Agent’s business; and

(ii) the Second Lien Agent has authority to enter into this Agreement and the Second Lien Transaction Documents without obtaining any approval or order of any applicable bankruptcy court or Person (including, without limitation, any bankruptcy trustee or creditors’ committee).

SECTION 9. Purchase and Assumption Option

9.1 Notice of Exercise. Upon the occurrence of a Buy-out Option Trigger Event, the Second Lien Purchasers and the Second Lien Agent shall have the option at any time upon two (2) Business Days’ prior written notice to the First Lien Agent to (x) purchase all of the First Lien Obligations from the First Lien Purchasers and the First Lien Agent and (y) assume all of the First Lien Purchasers’ and the First Lien Agent’s obligations under the First Lien Transaction Documents (including, without limitation, any “Commitments” of the First Lien Purchasers under the First Lien Receivables Purchase Agreement). Such notice from the Second Lien Purchasers and the Second Lien Agent to the First Lien Agent shall be irrevocable.

9.2 Purchase and Sale. On the date specified by the Second Lien Purchasers and the Second Lien Agent in such notice (which shall not be less than two (2) Business Days, nor more than five (5) days, after the receipt by the First Lien Agent of the notice from the Second Lien Purchasers and the Second Lien Agent of the election to exercise such option), the First Lien Purchasers shall sell to the Second Lien Purchasers, and the Second Lien Purchasers shall purchase and assume from the First Lien Purchasers, the First Lien Obligations and all obligations of the First Lien Purchasers and the First Lien Agent under the First Lien Transaction Documents, provided that, the First Lien Purchasers and the First Lien Agent shall retain all rights to be indemnified or held harmless by the Seller for claims arising under the First Lien Transaction Documents prior to the date of such sale in accordance with the terms of the First Lien Transaction Documents.

9.3 Payment of Purchase Price. Upon the date of such purchase and assumption, the Second Lien Purchasers shall (i) pay to the First Lien Agent on behalf of the First Lien Purchasers as the purchase price therefor the full amount of all the First Lien Obligations then outstanding and unpaid (including, without limitation, principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses), (ii) agree to reimburse the First Lien Agent and the First Lien Purchasers in respect of indemnification obligations of the Seller under the First Lien Transaction Documents as to matters or circumstances known to the Second Lien

Purchasers at the time of the purchase and sale which would reasonably be expected to result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the First Lien Agent or any First Lien Lender, (iii) agree to indemnify and hold harmless the First Lien Agent and the First Lien Purchasers from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel) arising out of any claim asserted by a third party as a direct result of any acts by the Second Lien Agent or the Second Lien Purchasers occurring after the date of such purchase and (iv) enter into such assignment agreements as may reasonably be requested by any First Lien Lender, the First Lien Agent or the Seller to reflect the purchase and assumption. In addition, the First Lien Agent and the Second Lien Agent will enter into one or more agreements pursuant to which the First Lien Agent would resign as the “Administrative Agent” under the First Lien Transaction Documents and the Second Lien Agent would assume the rights and obligations of the “Administrative Agent” under the First Lien Transaction Documents. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the First Lien Purchasers to the bank account designated by the First Lien Agent are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by the Second Lien Purchasers to the bank account designated by the First Lien Agent are received in such bank account later than 1:00 p.m., New York City time.

9.4 Limitation on Representations and Warranties. Such purchase pursuant to this Section 9 shall be expressly made without representation or warranty of any kind by the First Lien Agent or any First Lien Lender as to the First Lien Obligations owing to any of them or otherwise and without recourse to the First Lien Agent or any First Lien Lender.

[signature page follows]

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


	First Lien Agent JPMORGAN CHASE BANK, N.A., as First Lien Agent,
	By:
		Name:
		Title:

	Second Lien Agent WELLS FARGO BANK, N.A., as Second Lien Agent
	By:
		Name:
		Title:

	Seller TENNECO AUTOMOTIVE RSA COMPANY, as Seller
	By:
		Name:
		Title:

	Servicer TENNECO AUTOMOTIVE OPERATING COMPANY INC., as Servicer
	By:
		Name:
		Title:

Signature Page to
Intercreditor Agreement

SCHEDULE A

NOTICE ADDRESSES

Tenneco Automotive RSA Company
500 North Field Drive
Lake Forest, IL 60045
Attention: John E. Kunz
Phone: (847) 482-5163
Fax: (847) 482-5125

Tenneco Automotive Operating Company Inc.
500 North Field Drive
Lake Forest, IL 60045
Attention: John E. Kunz
Phone: (847) 482-5163
Fax: (847) 482-5125

JPMorgan Chase Bank, N.A.
Asset Backed Securities
Suite IL1-1729
10 South Dearborn Street
Chicago, Illinois 60603
Fax: (312) 732-1844

Wells Fargo Bank, N.A.
6 Concourse Parkway, Suite 1450
Atlanta, Georgia 30328
Attention: Eero Maki
Fax: (404) 732-0801

EX-10.3 4 c57207exv10w3.htm EX-10.3 exv10w3

Exhibit 10.3

RECEIVABLES SALE AGREEMENT

dated as of October 31, 2000

BETWEEN

TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
as Seller,

AND

TENNECO AUTOMOTIVE RSA COMPANY,
as Buyer

TABLE OF CONTENTS


ARTICLE I. PURCHASE			2

Section 1.1 [Reserved]			2
Section 1.2 Purchase of Receivables			2
Section 1.3 Payment for the Purchases			3
Section 1.4 Deemed Collections			4
Section 1.5 Payments and Computations, Etc			5
Section 1.6 Transfer of Records			5
Section 1.7 Characterization			5

ARTICLE II. REPRESENTATIONS AND WARRANTIES			6

Section 2.1 Representations and Warranties of Seller			6

ARTICLE III. CONDITIONS OF PURCHASES			10

Section 3.1 Conditions Precedent to Purchases			10
Section 3.2 Conditions Precedent to Subsequent Payments			10

ARTICLE IV. COVENANTS			10

Section 4.1 Affirmative Covenants of Seller			10
Section 4.2 Negative Covenants of Seller			14

ARTICLE V. TERMINATION EVENTS			16

Section 5.1 Termination Events			16
Section 5.2 Remedies			17

ARTICLE VI. INDEMNIFICATION			17

Section 6.1 Indemnities by Seller			17
Section 6.2 Other Costs and Expenses			19

ARTICLE VII. MISCELLANEOUS			19

Section 7.1 Waivers and Amendments			19
Section 7.2 Notices			20
Section 7.3 Protection of Ownership Interests of Buyer			20
Section 7.4 Confidentiality			21
Section 7.5 Bankruptcy Petitions			21
Section 7.6 Limitation of Liability			22
Section 7.7 CHOICE OF LAW			22
Section 7.8 CONSENT TO JURISDICTION			22
Section 7.9 WAIVER OF JURY TRIAL			22
Section 7.10 Integration; Binding Effect; Survival of Terms			23
Section 7.11 Counterparts; Severability; Section References			23

EXHIBITS


	Exhibit I		Definitions
	Exhibit II		Places of Business; Locations of Records; Federal Employer Identification Number(s); Other Names
	Exhibit III		Lock-Boxes; Collection Accounts; Collection Banks
	Exhibit IV		[Form of] Compliance Certificate
	Exhibit V		Credit and Collection Policy
	Exhibit VI		Form of Subordinated Note

RECEIVABLES SALE AGREEMENT

THIS RECEIVABLES SALE AGREEMENT, dated as of October 31, 2000, is by and between TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation (the “Seller”), and TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto or, if not defined therein, in Exhibit I to the Receivables Purchase Agreement.

PRELIMINARY STATEMENTS

Seller now owns, and from time to time hereafter will own, Receivables. Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.

Seller and Buyer intend the transactions contemplated hereby to be true sales or other outright assignments of Receivables from Seller to Buyer, providing Buyer with the full benefits of ownership of such Receivables, and neither Seller nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to Seller.

Following the purchase of Receivables from Seller, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of October 31, 2000 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Receivables Purchase Agreement”) among Buyer, Seller, as Servicer, Jupiter Securitization Corporation (“Conduit”), the financial institutions from time to time party thereto as “Financial Institutions” and Bank One, NA or any successor agent appointed pursuant to the terms of the Receivables Purchase Agreement, as agent for Conduit and such Financial Institutions (in such capacity, the “Agent”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.
PURCHASE

Section 1.1 [Reserved].

Section 1.2 Purchase of Receivables.

(a) Effective on the Purchase Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Seller does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase and acquire from Seller, all of Seller’s right, title and interest in and to all Receivables existing as of the Initial Cutoff Date and all such thereafter arising through and including the Purchase Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables in accordance with Section 1.3. In connection with each payment of the Purchase Price for any Receivable, Buyer may request that Seller deliver, and Seller shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.

(b) It is the intention of the parties hereto that the sale of the Receivables made hereunder shall constitute a true sale thereof, which sale is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables. Except for the Deemed Collections owed pursuant to Section 1.4, the sale of Receivables hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to Buyer for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of the Transaction Documents to which Seller is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Seller or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of Seller. In view of the intention of the parties hereto that the sale of Receivables made hereunder shall constitute a sale of such Receivables rather than a loan secured thereby, Seller agrees that it will, on or prior to the Purchase Date and in accordance with Section 4.1 (e)(ii), mark its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Agent (as Buyer’s assignee), evidencing that Buyer has purchased or otherwise acquired such Receivables as provided in this Agreement and to note in its financial statements that Seller’s Receivables have been sold or otherwise conveyed outright to Buyer. Upon the request of Buyer or the Agent (as Buyer’s assignee), Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Collections with respect thereto, or as Buyer or the Agent (as Buyer’s assignee) may reasonably request.

Section 1.3 Payment for the Purchase.

(a) The Purchase Price for the Purchase of Receivables and in existence as of the Initial Cutoff Date shall be payable in full by Buyer to Seller on the date hereof; and shall be paid to Seller in the following manner:

(i) by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its sale of an interest in such Receivables to the Agent for the benefit of the Purchasers under the Receivables Purchase Agreement or other cash on hand; and

(ii) the balance, by delivery of the proceeds of a subordinated revolving loan from Seller to Buyer (a “Subordinated Loan ”) in an amount not to exceed the lesser of (A) the remaining unpaid portion of such Purchase Price, and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Required Capital Amount. Seller is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.

(b) With respect to each Receivable arising on and after the Initial Cutoff Date, the Purchase Price for each such Receivable shall be due and owing in full by Buyer to Seller or its designee on the date such Receivable is acquired (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Seller to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Seller on the next occurring Weekly Settlement Date, in accordance with Section 1.3(e) and in the following manner:

first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Receivables Purchase Agreement or other cash on hand;

second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section l.3(a)(ii); and

third, unless Buyer or Seller has declared the Purchase Termination Date to have occurred in accordance with this Agreement, by Buyer’s acceptance of a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price.

(c) Subject to the limitations set forth in Section 1 .3(a)(ii), Seller irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Purchase Termination Date. The Subordinated Loans owing to Seller shall be evidenced by, and shall be payable in accordance with the terms and provisions of its Subordinated Note and shall be payable solely from funds which Buyer is not required under the Receivables Purchase

Agreement to set aside for the benefit of, or otherwise pay over to, the Agent for the benefit of the Purchasers.

(d) From and after the Purchase Termination Date, (i) Seller shall not be obligated to (but may, at its option) sell Receivables to Buyer and (ii) Seller shall not be obligated to (but may, at its option) contribute Receivables to Buyer’s capital pursuant to clause third of Section 1.3(b).

(e) Although the Purchase Price for Receivables arising on or after the Initial Cutoff Date shall be due and payable in full by Buyer to Seller on the date such Receivable arises, settlement of the Purchase Price between Buyer and Seller shall be effected on a weekly basis on Weekly Settlement Dates with respect to all Receivables acquired during the same week and based on the information contained in the Weekly Report delivered by the Servicer pursuant to Article VIII of the Receivables Purchase Agreement for the week then most recently ended. Although settlement shall be effected on Weekly Settlement Dates, increases or decreases in the amount owing to Seller under the Subordinated Note made pursuant to Section 1.3(b) and any contribution of capital by Seller to Buyer made pursuant to Section 1.3(b) shall be deemed to have occurred and shall be effective as of the last Business Day of the week preceding such Weekly Settlement Date.

Section 1.4 Deemed Collections.

(a) If on any day:

(i) the Outstanding Balance of a Receivable is:

(A) reduced as a result of any defective or rejected or returned goods or services, any discount or any negative adjustment or otherwise by Seller (other than as a result of such Receivable becoming a Charged-Off Receivable or to reflect cash Collections on account of the Receivables),

(B) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or

(ii) any of Seller’s representations and warranties set forth in Sections 2.1(h), (i), (j), (l), (q), (r), (s), (t), the second and third sentences of Section 2.1(p) hereof and the last clause (relating to bulk sales laws) of Section 2.1(c) hereof are not true when made or deemed made with respect to any Receivable,

then, in such event, Seller shall be deemed to have received a Collection of such Receivable equal to (x) in the case of a reduction pursuant to Section 1.4(a)(i)(A) or (B), the amount of such reduction, and (y) in the case of a cancellation pursuant to Section 1.4(a)(i)(B) or a misrepresentation described in Section 1.4(a)(ii), the Outstanding Balance of such Receivable (calculated before giving effect to the applicable cancellation, if applicable) (each Collection deemed to have been received pursuant hereto, a “Deemed Collection”).

(b) If Seller is deemed to have received a Deemed Collection pursuant to Section 1.4(a), Seller will pay the amount of the Deemed Collection to Buyer in cash not later than the next Weekly Settlement Date after such deemed receipt.

Section 1.5 Payments and Computations, Etc. All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of Seller designated from time to time by Seller or as otherwise directed by Seller. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of the Default Fee payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

Section 1.6 Transfer of Records.

(a) In connection with the Purchase of Receivables hereunder, Seller hereby sells, transfers, assigns and otherwise conveys to Buyer all of Seller’s right and title to, and interest in, the Records relating to all such Receivables, without the need for any further documentation in connection with their conveyance or Purchase. In connection with such transfer, Seller hereby grants to each of Buyer, the Agent and the Servicer an irrevocable, non- exclusive license to use, without royalty or payment of any kind, all software used by Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Seller or is owned by others and used by Seller under license agreements with respect thereto, provided that should the consent of any licensor of Seller to such grant of the license described herein be required, Seller hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), Seller will use its reasonable efforts to obtain the consent of such third-party licensor. Each of the licenses granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

(b) Seller (i) shall take such action reasonably requested by Buyer and/or the Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Receivables Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from or contributed by Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Section 1.7 Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(b), the sale or contribution by Seller to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the conveyances of Receivables hereunder shall constitute true sales or other outright assignments thereof, Seller hereby grants to Buyer a duly

perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables that are now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, and all other rights and payments relating to such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made by Seller to Buyer in an amount equal to the Purchase Price of the Receivables, together with all other obligations of Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto.

ARTICLE II.
REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer on the Purchase Date and on each date that any Receivable is originated that:

(a) Corporate Existence and Power. Seller is a corporation duly organized solely under the laws of Delaware and no other state or jurisdiction, and as to which Delaware must maintain a public record showing the corporation to have been incorporated. Seller is validly existing and in good standing under the laws of Delaware and is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

(b) Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and Seller’s use of the proceeds of the Purchase made from it hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which Seller is a party have been duly executed and delivered by Seller.

(c) No Conflict. The execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws (or equivalent organizational documents), (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of Seller or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

and delivery by Seller of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e) Actions, Suits. There are no actions, suits or proceedings pending, or to the best of Seller’s knowledge, threatened, against or affecting Seller, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect.

(f) Binding Effect. This Agreement and each other Transaction Document to which Seller is a party constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective 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).

(g) Accuracy of Information. All information heretofore furnished by Seller or any of its Affiliates to Buyer (or its assigns) for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Seller or any of its Affiliates on behalf of Seller to Buyer (or its assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, when taken as a whole, not misleading.

(h) Use of Proceeds. No proceeds of the Purchase from Seller hereunder will be used by Seller (i) for a purpose that violates, or would be inconsistent with, any law, rule or regulation applicable to Seller or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

(i) Good Title. Immediately prior to the Purchase hereunder and upon creation of each Receivable after the Initial Cutoff Date, Seller (i) is the legal and beneficial owner of such Receivables and (ii) is the legal and beneficial owner of the Related Security with respect thereto or possesses a valid and perfected security therein, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable and its Collections.

documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in the Receivables and the Collections and the Related Security. The State of Delaware is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral.

(k) Places of Business and Locations of Records. The principal places of business and chief executive office of Seller, as well as the offices where it keeps all of its Records, are located at the address(es) listed on Exhibit II or such other locations of which Buyer has been notified in accordance with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has been taken and completed. Seller’s Federal Employer Identification Number is correctly set forth on Exhibit II.

(1) Collections. The conditions and requirements set forth in Section 4.1(i) have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the bank name, jurisdiction of organization and account numbers of the Collection Accounts of Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III. Seller has not granted any Person, other than Buyer (and its assigns) dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

(m) Material Adverse Effect. Since March 31, 2000, no event has occurred that would have a Material Adverse Effect.

(n) Names. In the past five (5) years, Seller has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and as set forth in Exhibit II hereto.

(o) Not a Holding Company or an Investment Company. Seller is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(p) Compliance with Law. Seller has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. No Receivable or any Contract related thereto contravenes any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of any such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(q) Compliance with Credit and Collection Policy. Seller has complied in all respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy, except such material change as to which Buyer has been notified in accordance with Section 4.1(a)(vii).

(r) Payments to Seller. With respect to each Receivable transferred by Seller to Buyer hereunder, the Purchase Price received by Seller constitutes reasonably equivalent value in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by Seller of any Receivable hereunder is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(s) Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued Finance Charges thereon, enforceable against the Obligor 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).

(t) Eligible Receivables. Each Receivable included at any time in the Net Receivables Balance as an Eligible Receivable was, on the later to occur of the date of the Purchase and the date such Receivable was originated, an Eligible Receivable on such date.

(u) Accounting. The manner in which Seller accounts for the transactions contemplated by this Agreement does not jeopardize the characterization of the transactions contemplated herein as being true sales.

ARTICLE III.
CONDITIONS OF PURCHASES

Section 3.1 Conditions Precedent to Purchases. Each Purchase under this Agreement is subject to the conditions precedent that (i) Buyer shall have Net Worth greater than or equal to the Required Capital Amount, and (ii) all of the conditions to the initial purchase under the Receivables Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

Section 3.2 Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for Receivables originated by Seller on and after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request; and (c) on the date such Receivable was originated by Seller, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by Seller that such statements are then true):

(i) the representations and warranties of Seller set forth in Article II are true and correct on and as of the date such Receivable was originated by Seller as though made on and as of such date; and

(ii) no event has occurred and is continuing that will constitute a Termination Event or a Potential Termination Event.

Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under the Subordinated Note, if applicable, by offset of amounts owed to Buyer and or by acceptance of capital contributions, if applicable), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct Seller to pay to Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables that are related thereto.

ARTICLE IV.
COVENANTS

Section 4.1 Affirmative Covenants of Seller. Until the date on which this Agreement terminates in accordance with its terms, Seller hereby covenants as set forth below:

(a) Financial Reporting. Seller will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to Buyer (or its assigns):

(i) Annual Reporting. As soon as available, but in any event within 90 days after the end of each fiscal year of Performance Guarantor, a copy of the audited consolidated

balance sheet of Performance Guarantor and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows (or such other similar or additional statement then requested by the SEC for annual reports filed pursuant to the Exchange Act) for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, or other material qualification of exception, by Arthur Andersen LLP or other independent public accountants of nationally recognized standing.

(ii) Quarterly Reporting. As soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of Performance Guarantor, the unaudited consolidated balance sheet of Performance Guarantor and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows (or such other or similar or additional statement then required by the SEC for quarterly reports filed pursuant to the Exchange Act) for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by Performance Guarantor’s chief executive officer, president or chief financial officer.

(iii) Compliance Certificate. Together with the documents required to be delivered pursuant to clauses (i) and (ii) above, compliance certificates in substantially the form of Exhibit IV signed by an Authorized Officer of Seller.

(iv) Shareholders Statements and Reprts. Promptly upon the furnishing thereof to the shareholders of Seller or of Performance Guarantor, copies of all financial statements, reports and proxy statements so furnished.

(v) SEC Filings. Within 60 days after the end of each of the first three (3) fiscal quarters of Performance Guarantor, a narrative discussion and analysis of the financial condition and results of operations of Performance Guarantor and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year (or such other or similar additional statement then required by the SEC for quarterly reports filed pursuant to the Exchange Act); and within five days after the same are filed, copies of all financial statements and reports that Performance Guarantor may make to, or file with, the SEC.

(vi) Chanige in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such proposed change or amendment and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables, requesting Buyer’s (and the Agent’s, as Buyer’s assignee) consent thereto.

(vii) Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of Seller as Buyer (or its assigns) may from time to time reasonably request in order to protect the interests of Buyer (and its assigns) under or as contemplated by this Agreement.

(b) Notices. Seller will notify the Buyer (or its assigns) in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i) Termination Events or Potential Termination Events. The occurrence of each Termination Event and each Potential Termination Event, by a statement of an Authorized Officer of Seller.

(ii) Judgment and Proceedings. The entry of any judgment or decree against Seller or any of its Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Seller and its Subsidiaries exceeds $75,000,000, or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(iii) Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv) Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement pursuant to which Seller is a debtor or an obligor.

(v) Downgrade of Performance Guarantor. Any downgrade in the rating of any Indebtedness of Performance Guarantor by Standard and Poor’s Ratings Services or by Moody’s Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change.

(c) Compliance with Laws and Preservation of Corporate Existence. Seller will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Seller will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

(d) Audits. Seller will furnish to Buyer (or its assigns) from time to time such information with respect to it and the Receivables as Buyer (or its assigns) may reasonably request. Seller will, from time to time during regular business hours as requested by Buyer (or its assigns), upon reasonable notice and at the sole cost of Seller, permit Buyer (or its assigns) or their respective agents or representatives: (i) to examine and make copies of and abstracts from all Records in the possession or under the control of Seller relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of Seller for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Seller’s financial condition or the Receivables and the Related Security or Seller’s performance under any of the Transaction Documents or Seller’s performance under the Contracts and, in each case, with any of the officers or employees of Seller having knowledge of such matters (the procedures described in the foregoing clauses (i)

and (ii) are referred to herein as an “Audit”); provided, however, that Audits shall be limited to not more than two per calendar year so long as (i) no Termination Event has occurred and is continuing and (ii) the immediately preceding Audit was satisfactory to Buyer (or its assigns) in all material respects.

(e) Keeping and Marking of Records and Books.

(i) Seller will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Seller will give Buyer (or its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii) Seller will: (A) on or prior to the Purchase Date, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to Buyer (or its assigns), describing Buyer’s ownership interests in the Receivables and further describing the interest of the Agent (on behalf of the Purchasers) under the Receivables Purchase Agreement and (B) upon the request of Buyer (or its assigns) following the occurrence of a Termination Event, (x) mark each Contract with a legend describing Buyer’s ownership interest in the Receivables and further describing the interests of the Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables and all instruments, securities and chattel paper now or hereafter evidencing any of the Receivables), duly endorsed to Buyer.

(f) Compliance with Contracts and Credit and Collection Policy. Seller will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g) Ownership. Seller will take all necessary action to establish and maintain, irrevocably in Buyer: (i) legal and equitable title to the Receivables and the associated Collections and (ii) all of Seller’s right, title and interest in the Related Security associated with such Receivables, in each case, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (and its assigns) (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer (or its assigns) may reasonably request.

(h) Purchasers’ Reliance. Seller acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Receivables Purchase

Agreement in reliance upon Buyer’s identity as a legal entity that is separate from each of the Tenneco Automotive Entities. Therefore, from and after the date of execution and delivery of this Agreement, Seller will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the Tenneco Automotive Entities and not just a division of any of the Tenneco Automotive Entities. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Seller (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Receivables Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between Seller and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

(i) Collections. Seller will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Buyer and its assigns. Seller will transfer exclusive ownership, dominion and control of each Lock-Box and Collection Account to Buyer and, will not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to Buyer (or its assigns) as contemplated by this Agreement and the Receivables Purchase Agreement. All Collections from time to time deposited to any Collection Account, shall be held in trust, for the exclusive benefit of Buyer (and its assigns).

(j) Taxes. To the extent not handled by Performance Guarantor: (i) Seller will file all tax returns and reports required by law to be filed by it and promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books, and (ii) Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of Buyer and its assigns.

Section 4.2 Negative Covenants of Seller. Until the date on which this Agreement terminates in accordance with its terms, Seller hereby covenants that:

(a) Name Change, Offices and Records. Seller will not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of any applicable enactment of the UCC), relocate its chief executive office at any time while the location of its chief executive office is relevant to perfection of Buyer’s interest in the Receivables or the

associated Related Security and Collections, or change any office where Records are kept unless it shall have: (i) given Buyer (or its assigns) at least forty-five (45) days’ prior written notice thereof and (ii) delivered to Buyer (or its assigns) all financing statements, instruments and other documents requested by Buyer (or its assigns) in connection with such change or relocation.

(b) Change in Payment Instructions to Obligors. Seller will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor: (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that Seller may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c) Modifications to Contracts and Credit and Collection Policy. Seller will not make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as otherwise permitted in its capacity as Servicer or Permitted Sub-Servicer pursuant to Article VIII of the Receivables Purchase Agreement, Seller will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d) Sales, Liens. Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable or any Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and Seller will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller. Seller shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory or the proceeds thereof.

(e) Accounting for Purchase. Seller will not, and will not permit any Affiliate to, account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than the sale of the Receivables and the Related Security by Seller to Buyer or except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with generally accepted accounting principles.

ARTICLE V.
TERMINATION EVENTS

Section 5.1 Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event:

(a) Seller shall fail (i) to (A) turn over any Collections or Deemed Collection required to be turned over by it hereunder when due or (B) make any payment required to be made by it hereunder when due, and (solely in the case of this clause (B) such failure continues for five (5) consecutive Business Days after Seller has actual knowledge of such failure or through the exercise of reasonable business diligence, should have known of such failure, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall continue for thirty (30) consecutive days after Seller has actual knowledge of such failure or through the exercise of reasonable business diligence, should have known of such failure.

(b) Any representation, warranty, certification or statement made by Seller in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any respect on or as of the date made or deemed made;

(c) Seller or any of its Subsidiaries shall (i) default in making any payment of principal of any Indebtedness (including any Contingent Obligation) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition related to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable; provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (c) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) or (iii) of this paragraph (c) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of which exceeds in the aggregate $50,000,000 for Seller and its Subsidiaries.

(d) (i) Seller or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee or other similar official for it or any substantial part of its assets, or Seller or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Seller or any of its Subsidiaries any case,

proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Seller or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Seller or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) Seller or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;

(e) A Change of Control shall occur.

(f) One or more judgments or decrees shall be entered against Seller or any of its Subsidiaries involving in the aggregate for Seller and its Subsidiaries a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $75,000,000 or more, and all such judgements or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof.

Section 5.2 Remedies. Upon the occurrence of a Termination Event, Buyer may (i) exercise all rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative, and (ii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by Seller to Buyer. The aforementioned rights and remedies shall be without limitation and shall be in addition to all other rights and remedies of Buyer and its assigns otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved.

ARTICLE VI.
INDEMNIFICATION

Section 6.1 Indemnities by Seller. Without limiting any other rights that Buyer may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) Buyer and its assigns, officers, directors, agents and employees (each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of Buyer or any such assign) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables, excluding, however:

(b) Indemnified Amounts to the extent the same includes losses in respect of such Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

provided, however, that nothing contained in this sentence shall limit the liability of Seller or limit the recourse of Buyer to Seller for amounts otherwise specifically provided to be paid by Seller under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Seller shall indemnify Buyer for Indemnified Amounts relating to or resulting from:

(i) any representation or warranty made by Seller (or any officers of Seller) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by Seller pursuant hereto or thereto for which Buyer has not received a Deemed Collection that shall have been false or incorrect when made or deemed made;

(ii) the failure by Seller, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any such Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of Seller to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii) any failure of Seller to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a (A) defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms and/or (B) a claim that the sale or other assignment of all or any part of Seller’s (or any of its assignees’) rights under the related Contract violates any anti- assignment clause contained therein), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vi) the commingling of Collections of Receivables any time with other funds;

(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the

use of the proceeds of the Purchase from Seller, the ownership of the Receivables or any other investigation, litigation or proceeding relating to Seller in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(ix) any Termination Event described in Section 5.1(d);

(x) any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (other than any Adverse Claim permitted hereunder);

(xi) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of the Purchase or at any subsequent time;

(xii) any action or omission by Seller which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable;

(xiii) any attempt by any Person to void the Purchase from Seller hereunder under statutory provisions or common law or equitable action; and

(xiv) any inability of Buyer to review any Contract or to exercise its rights under any Contract or this Agreement as a result of a confidentiality provision in any such Contract.

Section 6.2 Other Costs and Expenses. Seller shall: (a) pay to Buyer on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, and (b) pay to Buyer on demand any and all costs and expenses of Buyer, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Termination Event.

ARTICLE VII.
MISCELLANEOUS

Section 7.1 Waivers and Amendments.. No failure or delay on the part of Buyer (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any

rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by Seller and Buyer and, to the extent required under the Receivables Purchase Agreement, the Agent and the Financial Institutions or the Required Financial Institutions.

Section 7.2 Notices. All communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth below their respective signatures hereto or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective if given by telecopy, upon the receipt thereof, if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or if given by any other means, when received at the address specified in this Section 7.2.

Section 7.3 Protection of Ownership Interests of Buyer.

(a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be reasonably necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Agent, for the benefit of the Purchasers under the Receivables Purchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Subject to Section 14.4(a) of the Receivables Purchase Agreement, at any time, Buyer (or its assigns) may, at Seller’s sole cost and expense, direct Seller to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of Seller, in such form and in such offices as the Buyer or any of its assigns reasonably determines appropriate to perfect or maintain the perfection of the security interest of Buyer and its assigns hereunder, (B) Seller acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer’s assignee), consenting to the form and substance of such filing or recording document, and (C) Seller approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer’s assignee) in connection with the perfection of the security interest in favor of Buyer or the Agent (as Buyer’s assignee).

Section 7.4 Confidentiality.

(a) Seller shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Receivables Purchase Agreement and the other confidential or proprietary information with respect to the Agent and Conduit and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that Seller and its officers and employees may disclose such information to Seller’s and Performance Guarantor’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b) Anything herein to the contrary notwithstanding, Seller hereby consents to the disclosure of any nonpublic information with respect to it (i) to Buyer, the Agent and the Purchasers, (ii) by Buyer, the Agent or the Purchasers to any prospective or actual assignee or participant of any of them; provided that such assignee or participant agrees to be bound by the terms of this Section 7.4 and (iii) by the Agent or Conduit, to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to Conduit or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided that each such Person is informed of the confidential nature of such information. In addition, the Purchasers and the Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

Section 7.5 Bankruptcy Petitions.

(a) Seller and Buyer each hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of Conduit, it will not institute against, or join any other Person in instituting against, Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

(b) Seller hereby further covenants and agrees that, prior to the date that is one year and one day after the payment in full of all Aggregate Unpaids, it will not institute against, or join any other Person in instituting against, Buyer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 7.6 Limitation of Liability. Except with respect to any claim arising out of the willful misconduct or gross negligence of Conduit, the Agent or any Financial Institution, no claim may be made by Seller or any other Person against the Agent or any of the Purchasers or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and Seller hereby waives, releases, and agrees not to sue upon any claim for any such special, indirect consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 7.7 CHOICE OF LAW.THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

Section 7.8 CONSENT TO JURISDICTION.EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SELLER OR BUYER PURSUANT TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST SELLER IN THE COURTS OF ANY OTHER JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY JUDICIAL PROCEEDING BY SELLER AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SELLER PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

Section 7.9 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY SELLER PURSUANT TO THIS

AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 7.10 Integration; Binding Effect; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of Seller, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). None of Seller may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of Seller. Without limiting the foregoing, Seller acknowledges that Buyer, pursuant to the Receivables Purchase Agreement, may assign to the Agent, for the benefit of the Purchasers, its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Receivables Purchase Agreement. Seller agrees that the Agent, as the assignee of Buyer, shall, subject to the terms of the Receivables Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and Seller agrees to cooperate fully with the Agent in the exercise of such rights and remedies. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by Seller pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Section 7.11 Counterparts; Severability; Section References. This Agreement 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 when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,“Section,”Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

<signature pages follow>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.


TENNECO AUTOMOTIVE OPERATING COMPANY INC.
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President and Treasurer


		Address for notices:		500 North Field Drive
				Lake Forest, IL 60045

				Attn: Randy Homes
				Phone: (847) 482-5604
				Fax: (847) 482-5125


TENNECO AUTOMOTIVE RSA COMPANY
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	President


		Address for notices:		500 North Field Drive
				Lake Forest, IL 60045
				Attn: Paul D. Novas
				Phone: (847) 482-5143
				Fax: (847) 482-5125

Exhibit I

Definitions

This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Receivables Purchase Agreement.

“Agent” has the meaning set forth in the Preliminary Statements to the Agreement.

“Agreement” means the Receivables Sale Agreement, dated as of October 31, 2000, between Seller and Buyer, as the same may be amended, restated or otherwise modified.

“Buyer” has the meaning set forth in the preamble to the Agreement.

“Change of Control” means that the Performance Guarantor shall cease to own or control, directly or indirectly, at least 100% of the outstanding shares of voting stock of Seller.

“Conduit” has the meaning set forth in the Preliminary Statements to the Agreement.

“Credit and Collection Policy” means Seller’ collective credit and collection policies and practices relating to Contracts and Receivables existing on the Purchase Date hereof and summarized in Exhibit V, as modified from time to time in accordance with the Agreement.

“Deemed Collections” has the meaning set forth in Section 1.4 of the Agreement

“Default Fee” means a per annum rate of interest equal to the sum of (i) the Prime Rate, plus (ii) 2% per annum.

“Discount Factor” means a percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables after taking account of (i) the time value of money based upon the anticipated dates of collection of the Receivables and the cost to Buyer of financing its investment in such Receivables during such period and (ii) the risk of nonpayment by the Obligors. Seller and Buyer may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect as of the commencement of a week, shall apply only prospectively and shall not affect any Purchase Price payment made prior to the week during which Seller and Buyer agree to make such change.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated pursuant thereto.

“Initial Cutoff Date” means October 30, 2000.

“Intended Characterization” means, for income tax purposes, the characterization of the transactions under the Receivables Purchase Agreement as a loan or loans secured by the Receivables, the Related Security and the Collections associated with the foregoing.

“Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of the Performance Guarantor and its Subsidiaries, taken as a whole, (ii) the ability of Seller to perform its obligations under the Agreement or any other Transaction Document, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) Seller’s, Buyer’s or the Agent’s interest in the Receivables generally or in any significant portion of the Receivables, or Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

“Net Worth” means as of the last Business Day of each calendar month preceding any date of determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables at such time, over (b) the sum of (i) the Aggregate Capital outstanding at such time, plus (ii) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination).

“Original Balance” means, with respect to any Receivable, the Outstanding Balance of such Receivable on the date it was created.

“Performance Guarantor” means Tenneco Automotive Inc., a Delaware corporation, and its successors

“Potential Termination Event” means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

“Purchase” means the purchase pursuant to Section 1.2(a) of the Agreement by Buyer from Seller of the Receivables and the Related Security and Collections related thereto, together with all related rights in connection therewith.

“Purchase Date” means October 31, 2000.

“Purchase Price” means the aggregate price to be paid by Buyer to Seller in accordance with Section 1.3 of the Agreement, for the Receivables and the associated Collections and which price shall equal on any date (i) the product of(x) the Outstanding Balance of such Receivables on the date created by Seller, multiplied by (y) one minus the Discount Factor then in effect, plus (ii) all accrued and unpaid Finance Charges on such Receivables.

“Purchase Termination Date” means the earliest to occur of(i) the Facility Termination Date, (ii) the Business Day immediately prior to the occurrence of a Termination Event with respect to Seller set forth in Section 5.1(d), (iii) the Business Day specified in a written notice from Buyer to Seller following the occurrence of any other Termination Event,

and (iv) the date which is 30 Business Days after Buyer’s receipt of written notice from Seller that it wishes to terminate the facility evidenced by this Agreement.

“Receivables Purchase Agreement” has the meaning set forth in the Preliminary Statements to the Agreement.

“Related Security” means, with respect to any Receivable:

(iii) all service contracts and other contracts and agreements associated with such Receivable,

(iv) all of Seller’s right, title and interest in the Records related to such Receivable,

(v) all of Seller’s right, title and interest in and to each Lock Box and each Collection Account, and

(vi) all proceeds of any of the foregoing.

“Required Capital Amount” means, as of any date of determination, an amount equal to: (a) if such date of determination is before December 15, 2000, $20,000,000 and (b) if such date of determination is on or after December 15, 2000, $30, 000,000.

“SEC” means the Securities and Exchange Commission, any successor thereto and any analogous governmental authority.

“Seller” has the meaning set forth in the preamble to the Agreement.

“Subordinated Loan” has the meaning set forth in Section 1.3(a) of the Agreement.

“Subordinated Note” means the promissory note in substantially the form of Exhibit VI hereto as more fully described in Section 1.3 of the Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Termination Event” has the meaning set forth in Section 5.1 of the Agreement.

“Weekly Settlement Date” means the 3^rd Business Day of each week hereafter.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles.

All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such Article 9.

Exhibit II
Places Of Business; Locations Of Records;
Federal Employer Identification Number(S); Other Names

Places of Business and Locations of Records:

500 North Field Drive
Lake Forest, IL 60045

1 International Drive
Monroe, Michigan 48161

Federal Employer Identification Number:

74-1933558

Prior Legal Names (in past 5 years):

Monroe Auto Equipment Company
Tenneco Automotive Inc.

Trade and Assumed Names:

EZ Ride or any variation thereof
MAECO or any variation thereof
Monroe or any variation thereof
Walker or any variation thereof
Precision Modular Assembly
Rancho Ind or any variation thereof
Regal Ride or any variation thereof
Tenneco or any variation thereof
NAPA Shocks
DeKoven any variation thereof
Tennessee Gas Pipeline
Dyno Max
NAPA Mufflers
NAS-Walker Manufacturing
National Account Sales
Performance Industries Inc.
Perfection and any variation thereof
Thrush and any variation thereof

Exhibit III

Lock-Boxes; Collection Accounts; Collection Banks

[Intentionally Omitted]

Exhibit IV

[Form Of] Compliance Certificate

This Compliance Certificate is furnished pursuant to that certain Receivables Sale Agreement (the “Receivables Sale Agreement”) dated as of October 31, 2000, between TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation (“Tenneco Operating”), and TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation, as Buyer. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected of Tenneco Operating

2. I have reviewed the terms of the Receivables Sale Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Performance Guarantor and its Subsidiaries during the accounting period covered by the attached financial statements.

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Termination Event or a Potential Termination Event, as each such term is defined under the Receivables Sale Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below.

4. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Tenneco Automotive Entities have taken, are taking, or propose to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , 20___.



		[Name]

Exhibit V

Credit And Collection Policy

[Intentionally Omitted]

Exhibit VI

Form Of Subordinated Note

SUBORDINATED NOTE

October 31, 2000

1. Note. FOR VALUE RECEIVED, the undersigned, TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation (“Buyer”), hereby unconditionally promises to pay to the order of TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation (“Seller”), in lawful money of the United States of America and in immediately available funds, on or before the date following the Purchase Termination Date which is one year and one day after the date on which (i) the Outstanding Balance of all Receivables sold under the Receivables Sale Agreement referred to below has been reduced to zero and (ii) all indemnities, adjustments and other amounts which may be owed hereunder in connection with the Receivables acquired have been paid (the “Collection Date”), the aggregate unpaid principal sum outstanding of all Subordinated Loans made from time to time by Seller to Buyer pursuant to and in accordance with the terms of that certain Receivables Sale Agreement dated as of October 31, 2000, between Seller and Buyer (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Sale Agreement”). Reference to Section 1.3 of the Receivables Sale Agreement is hereby made for a statement of the terms and conditions under which the loans evidenced hereby have been and will be made. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Receivables Sale Agreement.

2. Interest. Buyer further promises to pay interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full hereof at a rate equal to the one month LIBOR rate published on the first business day of each month on or after September 1, 2000 in The Wall Street Journal (“LIBOR”), changing on the first business day of each month; provided, however, that if Buyer shall default in the payment of any principal hereof, Buyer promises to pay, on demand, interest at a rate per annum equal to the sum of LIBOR plus 2.00% per annum on any such unpaid amounts, from the date such payment is due to the date of actual payment. Interest shall be payable on the first Business Day of each month in arrears; provided, however, that Buyer may elect on the date any interest payment is due hereunder to defer such payment and upon such election the amount of interest due but unpaid on such date shall constitute principal under this Subordinated Note. The outstanding principal of any loan made under this Subordinated Note shall be due and payable on the Collection Date and may be repaid or prepaid at any time without premium or penalty.

3. Principal Payments. Seller is authorized and directed by Buyer to enter on the grid attached hereto, or, at its option, in its books and records, the date and amount of each loan made by it which is evidenced by this Subordinated Note and the amount of each payment of principal made by Buyer, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered; provided that neither the failure of Seller to make any such entry or any error therein shall expand, limit or affect the obligations of Buyer hereunder.

4. Subordination. Seller shall have the right to receive, and Buyer shall have the right to make, any and all payments and prepayments relating to the loans made under this Subordinated Note; provided that after giving effect to any such payment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement hereinafter referred to) at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Seller hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Seller shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of Buyer owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement, dated as of October 31, 2000, by and among Buyer, Seller, as Servicer, various “Purchasers” from time to time party thereto, and Bank One, NA (Main Office Chicago), as the “Agent” (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Receivables Purchase Agreement. Until the date on which the “Aggregate Capital” outstanding under the Receivables Purchase Agreement has been repaid in full and all obligations of Buyer and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, collectively, the “Senior Claim ”) have been indefeasibly paid and satisfied in full, Seller shall not institute against Buyer any proceeding of the type described in Section 5.1(d) of the Receivables Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Seller in violation of this Section 4, Seller agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Agent for the benefit of the Senior Claimants.

5. Bankruptcy; Insolvency. Upon the occurrence of any proceeding of the type described in Section 5.1(d) of the Receivables Sale Agreement involving Buyer as debtor, then and in any such event the Senior Claimants shall receive payment in full of all amounts due or to become due on or in respect of the Aggregate Capital and the Senior Claim (including “CP Costs” and “Yield” as defined and as accruing under the Receivables Purchase Agreement after the commencement of any such proceeding, whether or not any or all of such CP Costs or Yield is an allowable claim in any such proceeding) before Seller is entitled to receive payment on account of this Subordinated Note, and to that end, any payment or distribution of assets of Buyer of any kind or character, whether in cash, securities or other property, in any applicable insolvency proceeding, which would otherwise be payable to or deliverable upon or with respect to any or all indebtedness under this Subordinated Note, is hereby assigned to and shall be paid or delivered by the Person making such payment or delivery (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Agent for application to, or as collateral for the payment of, the Senior Claim until such Senior Claim shall have been paid in full and satisfied.

6. Amendments. This Subordinated Note shall not be amended or modified except in accordance with Section 7.1 of the Receivables Sale Agreement. The terms of this

Subordinated Note may not be amended or otherwise modified without the prior written consent of the Agent for the benefit of the Purchasers.

7. GOVERNING LAW. THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT CHICAGO, ILLINOIS, AND SHALL BE INTERPRETED AND THE RIGHTS AND) LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS. WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS SUBORDINATED NOTE.

8. Waivers. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. Seller additionally expressly waives all notice of the acceptance by any Senior Claimant of the subordination and other provisions of this Subordinated Note and expressly waives reliance by any Senior Claimant upon the subordination and other provisions herein provided.

9. Assignment. This Subordinated Note may not be assigned, pledged or otherwise transferred to any party other than Seller without the prior written consent of the Agent, and any such attempted transfer shall be void.

TENNECO AUTOMOTIVE RSA COMPANY



	By:
		Name:
		Title:


		*Address for notices*:		500 North Field Drive
				Lake Forest, IL 60045
				Attn: Paul D. Novas
				Phone: (847) 482-5143
				Fax: (847) 482-5125

Schedule to Subordinated Note

SUBORDINATED LOANS AND PAYMENTS OF PRINCIPAL

Amount of

Unpaid

Subordinated

Amount of

Principal

Notation

Date

Loan

Principal Paid

Balance

Made By

RECEIVABLES SALE AGREEMENT

dated as of December 27, 2000

BETWEEN

THE PULLMAN COMPANY,
as Seller,

AND

TENNECO AUTOMOTIVE RSA COMPANY,
as Buyer

TABLE OF CONTENTS


ARTICLE I. PURCHASE			2

Section 1.1 [Reserved]			2
Section 1.2 Purchase of Receivables			2
Section 1.3 Payment for the Purchases			3
Section 1.4 Deemed Collections			4
Section 1.5 Payments and Computations, Etc			4
Section 1.6 Transfer of Records			5
Section 1.7 Characterization			5

ARTICLE II. REPRESENTATIONS AND WARRANTIES			5

Section 2.1 Representations and Warranties of Seller			6

ARTICLE III. CONDITIONS OF PURCHASES			9

Section 3.1 Conditions Precedent to Purchases			9
Section 3.2 Conditions Precedent to Subsequent Payments			9

ARTICLE IV. COVENANTS			10

Section 4.1 Affirmative Covenants of Seller			10
Section 4.2 Negative Covenants of Seller			14

ARTICLE V. TERMINATION EVENTS			15

Section 5.1 Termination Events			15
Section 5.2 Remedies			17

ARTICLE VI. INDEMNIFICATION			17

Section 6.1 Indemnities by Seller			17
Section 6.2 Other Costs and Expenses			19

ARTICLE VII. MISCELLANEOUS			19

Section 7.1 Waivers and Amendments			19
Section 7.2 Notices			19
Section 7.3 Protection of Ownership Interests of Buyer			19
Section 7.4 Confidentiality			21
Section 7.5 Bankruptcy Petitions			21
Section 7.6 Limitation of Liability			21
Section 7.7 CHOICE OF LAW			22
Section 7.8 CONSENT TO JURISDICTION			22
Section 7.9 WAIVER OF JURY TRIAL			22
Section 7.10 Integration; Binding Effect; Survival of Terms			22
Section 7.11 Counterparts; Severability; Secion References			23

ARTICLE I. PURCHASE			2

Section 1.1 [Reserved]			2
Section 1.2 Purchase of Receivables			2
Section 1.3 Payment for the Purchases			3
Section 1.4 Deemed Collections			4
Section 1.5 Payments and Computations, Etc			4
Section 1.6 Transfer of Records			5
Section 1.7 Characterization			5

ARTICLE II. REPRESENTATIONS AND WARRANTIES			5


Section 2.1 Representations and Warranties of Seller			6

ARTICLE III. CONDITIONS OF PURCHASES			9

Section 3.1 Conditions Precedent to Purchases			9
Section 3.2 Conditions Precedent to Subsequent Payments			9

ARTICLE IV. COVENANTS			10

Section 4.1 Affirmative Covenants of Seller			10
Section 4.2 Negative Covenants of Seller			14

ARTICLE V. TERMINATION EVENTS			15

Section 5.1 Termination Events			15
Section 5.2 Remedies			17

ARTICLE VI. INDEMNIFICATION			17

Section 6.1 Indemnities by Seller			17
Section 6.2 Other Costs and Expenses			19

ARTICLE VII. MISCELLANEOUS			19

Section 7.1 Waivers and Amendments			19
Section 7.2 Notices			19
Section 7.3 Protection of Ownership Interests of Buyer			19
Section 7.4 Confidentiality			21
Section 7.5 Bankruptcy Petitions			21
Section 7.6 Limitation of Liability			21
Section 7.7 CHOICE OF LAW			22
Section 7.8 CONSENT TO JURISDICTION			22
Section 7.9 WAIVER OF JURY TRIAL			22
Section 7.10 Integration; Binding Effect; Survival of Terms			22
Section 7.11 Counterparts; Severability; Section References			23

RECEIVABLES SALE AGREEMENT

THIS RECEIVABLES SALE AGREEMENT, dated as of December 27, 2000, is by and between THE PULLMAN COMPANY, a Delaware corporation (the “Seller”), and TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto or, if not defined therein, in Exhibit I to the Receivables Purchase Agreement.

PRELIMINARY STATEMENTS

Following the purchase of Receivables from Seller, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of October 31, 2000 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Receivables Purchase Agreement”) among Buyer, Tenneco Automotive Operating Company, a Delaware corporation (“Tenneco Operating”), as servicer (in such capacity, together with its successors in such capacity, the “Servicer”), Jupiter Securitization Corporation (“Conduit”), the financial institutions from time to time party thereto as “Financial Institutions” and Bank One. NA or any successor agent appointed pursuant to the terms of the Receivables Purchase Agreement, as agent for Conduit and such Financial Institutions (in such capacity, the “Agent”).

AGREEMENT

ARTICLE I.
PURCHASE

Section 1.1 [Reserved].

Section 1.2 Purchase of Receivables.

(b) It is the intention of the parties hereto that the sale of the Receivables made hereunder shall constitute a true sale thereof, which sale is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables. Except for the Deemed Collections owed pursuant to Section 1.4, the sale of Receivables hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to Buyer for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of the Transaction Documents to which Seller is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Seller or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of Seller. In view of the intention of the parties hereto that the sale of Receivables made hereunder shall constitute a sale of such Receivables rather than a loan secured thereby, Seller agrees that it will, on or prior to the Purchase Date and in accordance with Section 4.1 (e)(ii), mark its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Agent (as Buyer’s assignee), evidencing that Buyer has purchased or otherwise acquired such Receivables as provided in this Agreement and to note in its financial statements that Seller’s Receivables have been sold or otherwise conveyed outright to Buyer. Upon the request of Buyer or the Agent (as Buyer’s assignee), Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Collections with respect thereto, or as Buyer or the Agent (as Buyer’s assignee) may reasonably request.

Section 1.3 Payment for the Purchases.

(a) The Purchase Price for the Purchase of Receivables and in existence as of the Initial Cutoff Date shall be payable in full by Buyer to Seller on the date hereof, and shall be paid to Seller in the following manner:

(ii) the balance, by delivery of the proceeds of a subordinated revolving loan from Seller to Buyer (a “Subordinated Loan ”) in an amount not to exceed the lesser of (A) the remaining unpaid portion of such Purchase Price, and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Required Capital Amount. Seller is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.

first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Receivables Purchase Agreement or other cash on hand; and

second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.3(a)(ii).

(c) Subject to the limitations set forth in Section 1.3(a)(ii), Seller irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Purchase Termination Date. The Subordinated Loans owing to Seller shall be evidenced by, and shall be payable in accordance with the terms and provisions of its Subordinated Note and shall be payable solely from funds which Buyer is not required under the Receivables Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Agent for the benefit of the Purchasers.

(d) From and after the Purchase Termination Date, Seller shall not be obligated to (but may, at its option) sell Receivables to Buyer.

(e) Although the Purchase Price for Receivables arising on or after the Initial Cutoff Date shall be due and payable in full by Buyer to Seller on the date such Receivable arises, settlement of the Purchase Price between Buyer and Seller shall be effected on a weekly basis on Weekly Settlement Dates with respect to all Receivables acquired during the same week and based on the information contained in the Weekly Report delivered by the Servicer pursuant to Article VIII of the Receivables Purchase Agreement for the week then most recently ended. Although settlement shall be effected on Weekly Settlement Dates, increases or decreases in the amount owing to Seller under the Subordinated Note made pursuant to Section 1.3(b) shall be deemed to have occurred and shall be effective as of the last Business Day of the week preceding such Weekly Settlement Date.

Section 1.4 Deemed Collections.

(a) If on any day:

(i) the Outstanding Balance of a Receivable is:

(B) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or an related transaction or an unrelated transaction), or

when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of the Default Fee payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

Section 1.6 Transfer of Records.

(a) In connection with the Purchase of Receivables hereunder, Seller hereby sells, transfers, assigns and otherwise conveys to Buyer all of Seller’s right and title to, and interest in, the Records relating to all such Receivables, without the need for any further documentation in connection with their conveyance or Purchase. In connection with such transfer, Seller hereby grants to each of Buyer, the Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Seller or is owned by others and used by Seller under license agreements with respect thereto, provided that should the consent of any licensor of Seller to such grant of the license described herein be required, Seller hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), Seller will use its reasonable efforts to obtain the consent of such third-party licensor. Each of the licenses granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

(b) Seller (i) shall take such action reasonably requested by Buyer and/or the Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Receivables Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Section 1.7 Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(b), the sale by Seller to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the conveyances of Receivables hereunder shall constitute true sales or other outright assignments thereof, Seller hereby grants to Buyer a duly perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables that are now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, and all other rights and payments relating to such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made by Seller to Buyer in an amount equal to the Purchase Price of the Receivables, together with all other obligations of Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto.

ARTICLE II.
REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer on the Purchase Date and on each date that any Receivable is originated that:

(d) Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

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).

(j) Perfection. The name in which Seller has executed this Agreement is identical to the name of Seller as indicated on the public record of the State of Delaware which shows Seller to have been organized. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from Seller) (i) legal and equitable title to, with the right to sell and encumber each Receivable that is existing and hereafter arising, together with the Collections with respect thereto and (ii) all of Seller’s right, title and interest in the Related Security associated with each such Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in the Receivables and the Collections and the Related Security. The State of Delaware is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral.

Section 4.2(a) has been taken and completed. Seller’s Federal Employer Identification Number is correctly set forth on Exhibit II.

(l) Collections. The conditions and requirements set forth in Section 4.1(i) have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the bank name, jurisdiction of organization and account numbers of the Collection Accounts of Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III. Seller has not granted any Person, other than Buyer (and its assigns) dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

(m) Material Adverse Effect. Since March 31, 2000, no event has occurred that would have a Material Adverse Effect.

(s) Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the

related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued Finance Charges thereon, enforceable against the Obligor 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).

ARTICLE III.
CONDITIONS OF PURCHASES

Section 3.1 Conditions Precedent to Purchases. Each Purchase under this Agreement is subject to the conditions precedent that (i) Buyer shall have Net Worth greater than or equal to the Required Capital Amount, and (ii) all of the conditions to the effectiveness of the amendment to the Receivables Purchase Agreement dated the date hereof shall have been satisfied or waived in accordance with the terms thereof.

(i) the representations and warranties of Seller set forth in Article II are true and correct on and as of the date such Receivable was originated by Seller as though made on and as of such date; and

(ii) no event has occurred and is continuing that will constitute a Termination Event or a Potential Termination Event.

Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under the Subordinated Note, if applicable, by offset of amounts owed to Buyer), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct Seller to pay to Buyer

an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables that are related thereto.

ARTICLE IV.
COVENANTS

Section 4.1 Affirmative Covenants of Seller. Until the date on which this Agreement terminates in accordance with its terms, Seller hereby covenants as set forth below:

(i) Annual Reporting. As soon as available, but in any event within 90 days after the end of each fiscal year of Performance Guarantor, a copy of the audited consolidated balance sheet of Performance Guarantor and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows (or such other similar or additional statement then requested by the SEC for annual reports filed pursuant to the Exchange Act) for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, or other material qualification of exception, by Arthur Andersen LLP or other independent public accountants of nationally recognized standing.

(iv) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the shareholders of Tenneco Operating, Seller or of Performance Guarantor, copies of all financial statements, reports and proxy statements so furnished.

Exchange Act); and within five days after the same are filed, copies of all financial statements and reports that Performance Guarantor may make to, or file with, the SEC.

(vi) Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such proposed change or amendment and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables, requesting Buyer’s (and the Agent’s, as Buyer’s assignee) consent thereto.

(i) Termination Events or Potential Termination Events. The occurrence of each Termination Event and each Potential Termination Event, by a statement of an Authorized Officer of Seller.

(ii) Judgment and Proceedings. The entry of any judgment or decree against Tenneco Operating, Seller or any of their respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Seller and its Subsidiaries exceeds $75,000,000, or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(iii) Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv) Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement pursuant to which Seller is a debtor or an obligor.

incorporation and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

(e) Keeping and Marking of Records and Books.

(f) Compliance with Contracts and Credit and Collection Policy. Seller will timely and fully (i) perform and comply with all provisions, covenants and other promises

required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(h) Purchasers’ Reliance. Seller acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Receivables Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from each of the Tenneco Automotive Entities. Therefore, from and after the date of execution and delivery of this Agreement, Seller will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of the Tenneco Automotive Entities and not just a division of any of the Tenneco Automotive Entities. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Seller (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Receivables Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between Seller and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.l502-33(d) and 1.1552-1.

(i) Collections. Seller will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Buyer and its assigns. Seller will transfer exclusive ownership, dominion and control of each Lock-Box and Collection Account to Buyer and, will not grant the right to take dominion and control of any Lock- Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to Buyer (or its assigns) as contemplated by this Agreement and the Receivables Purchase Agreement. All Collections from time to time deposited to any Collection Account, shall be held in trust, for the exclusive benefit of Buyer (and its assigns).

Section 4.2 Negative Covenants of Seller. Until the date on which this Agreement terminates in accordance with its terms, Seller hereby covenants that:

(a) Name Change, Offices and Records. Seller will not change its name, identity or corporate structure (within the meaning of Section 9-402(7) or any successor section thereto of any applicable enactment of the UCC), relocate its chief executive office at any time while the location of its chief executive office is relevant to perfection of Buyer’s interest in the Receivables or the associated Related Security and Collections, or change any office where Records are kept unless it shall have: (i) given Buyer (or its assigns) at least forty-five (45) days’ prior written notice thereof and (ii) delivered to Buyer (or its assigns) all financing statements, instruments and other documents requested by Buyer (or its assigns) in connection with such change or relocation.

(b) Change in Payment Instructions to Obligors. Seller will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor: (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that Seller may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c) Modifications to Contracts and Credit and Collection Policy. Seller will not make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as otherwise permitted in its capacity as a Permitted Sub-Servicer pursuant to Article VIII of the Receivables Purchase Agreement, Seller will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

ARTICLE V.
TERMINATION EVENTS

Section 5.1 Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event:

(c) Tenneco Operating, Seller or any of their respective Subsidiaries shall (i) default in making any payment of principal of any Indebtedness (including any Contingent Obligation) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition related to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating

thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable: provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (c) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) or (iii) of this paragraph (c) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of which exceeds in the aggregate $50,000,000 for Tenneco Operating, Seller and their respective Subsidiaries.

(d) (i) Tenneco Operating, Seller or any of their respective Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee or other similar official for it or any substantial part of its assets, or Tenneco Operating, Seller or any of their respective Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Tenneco Operating, Seller or any of their respective Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Tenneco Operating, Seller or any of their respective Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Tenneco Operating, Seller or any of their respective Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) Tenneco Operating, Seller or any of their respective Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;

(e) A Change of Control shall occur.

(f) One or more judgments or decrees shall be entered against Tenneco Operating, Seller or any of their respective Subsidiaries involving in the aggregate for Tenneco Operating, Seller and their respective Subsidiaries a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $75,000,000 or more, and all such judgements or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof.

ARTICLE VI.
INDEMNIFICATION

Section 6.1 Indemnities by Seller. Without limiting any other rights that Buyer may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) Buyer and its assigns, officers, directors, agents and employees (each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of Buyer or any such assign) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables, excluding, however:

provided, however, that nothing contained in this sentence shall limit the liability of Seller or limit the recourse of Buyer to Seller for amounts otherwise specifically provided to be paid by Seller under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Seller shall indemnify Buyer for Indemnified Amounts relating to or resulting from:

(iii) any failure of Seller to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a (A) defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms and/or (B) a claim that the sale or other assignment of all or any part of Seller’s (or any of its assignees’) rights under the related Contract violates any anti-assignment clause contained therein), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vi) the commingling of Collections of Receivables any time with other funds;

(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of the Purchase from Seller, the ownership of the Receivables or any other investigation, litigation or proceeding relating to Seller in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(ix) any Termination Event described in Section 5.1(d);

(xii) any action or omission by Seller which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable;

(xiii) any attempt by any Person to void the Purchase from Seller hereunder under statutory provisions or common law or equitable action; and

(xiv) any inability of Buyer to review any Contract or to exercise its rights under any Contract or this Agreement as a result of a confidentiality provision in any such Contract.

Section 6.2 Other Costs and Expenses. Seller shall: (a) pay to Buyer on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, and (b) pay to Buyer on demand any and all costs and expenses of Buyer, if any. including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Termination Event.

ARTICLE VII.
MISCELLANEOUS

Section 7.3 Protection of Ownership Interests of Buyer.

(i) If Seller fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 6.2. Seller irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(ies)-in-fact, to act on behalf of Seller (i) to execute on behalf of Seller as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and Related Security and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. From and after July 1, 2001: (A) Seller hereby authorizes Buyer (and the Agent, as Buyer’s assignee) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of Seller, in such form and in such offices as the Buyer or any of its assigns reasonably determines appropriate to perfect or maintain the perfection of the security interest of Buyer and its assigns hereunder, (B) Seller acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer’s assignee), consenting to the form and substance of such filing or recording document, and (C) Seller approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer’s assignee) in connection with the perfection of the security interest in favor of Buyer or the Agent (as Buyer’s assignee).

Section 7.4 Confidentiality.

(b) Anything herein to the contrary notwithstanding, Seller hereby consents to the disclosure of any nonpublic information with respect to it (i) to Buyer, the Agent and the Purchasers, (ii) by Buyer, the Agent or the Purchasers to any prospective or actual assignee or participant of any of them; provided that such assignee or participant agrees to be bound by the terms of this Section 7.4 and (iii) by the Agent or Conduit, to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to Conduit or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided that each such Person is informed of the confidential nature of such information. In addition, the Purchasers and the Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

Section 7.5 Bankruptcy Petitions.

consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 7.7 CHOICE OF LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

Section 7.8 CONSENT TO JURISDICTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SELLER OR BUYER PURSUANT TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST SELLER IN THE COURTS OF ANY OTHER JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY JUDICIAL PROCEEDING BY SELLER AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SELLER PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

Section 7.10 Integration; Binding Effect; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

Seller. Without limiting the foregoing, Seller acknowledges that Buyer, pursuant to the Receivables Purchase Agreement, may assign to the Agent, for the benefit of the Purchasers, its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Receivables Purchase Agreement. Seller agrees that the Agent, as the assignee of Buyer, shall, subject to the terms of the Receivables Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and Seller agrees to cooperate fully with the Agent in the exercise of such rights and remedies. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by Seller pursuant to Article II (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Section 7.11 Counterparts; Severability; Section References. This Agreement 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 when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

<signature pages follow>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.


THE PULLMAN COMPANY
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President and Treasurer


		*Address for notices:*		500 North Field Drive
				Lake Forest, IL 60045
				Attn: Randy Homes
				Phone: (847) 482-5604
				Fax: (847) 482-5125


TENNECO AUTOMOTIVE RSA COMPANY
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	President


		*Address for notices:*		500 North Field Drive
				Lake Forest, IL 60045
				Attn: Paul D. Novas
				Phone: (847) 482-5143
				Fax: (847) 482-5125

Exhibit I

Definitions

“Agent” has the meaning set forth in the Preliminary Statements to the Agreement.

“Agreement” means the Receivables Sale Agreement, dated as of December 27, 2000, between Seller and Buyer, as the same may be amended, restated or otherwise modified.

“Buyer” has the meaning set forth in the preamble to the Agreement.

“Change of control” means that the Performance Guarantor shall cease to own or control, directly or indirectly, at least 100% of the outstanding shares of voting stock of Seller.

“Conduit” has the meaning set forth in the Preliminary Statements to the Agreement.

“Credit and Collection Policy” means Seller’ collective credit and collection policies and practices relating to Contracts and Receivables existing on the Purchase Date hereof and summarized in Exhibit V, as modified from time to time in accordance with the Agreement.

“Deemed Collections” has the meaning set forth in Section 1 .4 of the Agreement

“Default Fee” means a per annum rate of interest equal to the sum of(i) the Prime Rate, plus (ii) 2% per annum.

“Discount Factor” means a percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables after taking account of (i) the time value of money based upon the anticipated dates of collection of the Receivables and the cost to Buyer of financing its investment in such Receivables during such period and (ii) the risk of nonpayment by the Obligors. Seller and Buyer may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect as of the commencement of a week, shall apply only prospectively and shall not affect any Purchase Price payment made prior to the week during which Seller and Buyer agree to make such change.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated pursuant thereto.

“Initial Cutoff Date” means November 30, 2000.

“Intended Characterization” means, for income tax purposes, the characterization of the transactions under the Receivables Purchase Agreement as a loan or loans secured by the Receivables, the Related Security and the Collections associated with the foregoing.

“Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of the Performance Guarantor and its Subsidiaries, taken as a whole, (ii) the ability of Seller to perform its obligations under the Agreement or any other Transaction Document to which it is a party, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) Seller’s, Buyer’s or the Agent’s interest in the Receivables generally or in any significant portion of the Receivables, or Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

“Net Worth” means as of the last Business Day of each calendar month preceding any date of determination, the excess, if any, of(a) the aggregate Outstanding Balance of the Receivables at such time, over (b) the sum of(i) the Aggregate Capital outstanding at such time, plus (ii) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination).

“Original Balance” means, with respect to any Receivable, the Outstanding Balance of such Receivable on the date it was created.

“Performance Guarantor” means Tenneco Automotive Inc., a Delaware corporation, and its successors

“Potential Terminatio Event” means an event which, with the passage of time or the giving of notice, or both, would constitute a Terminection Event.

“Purchase” means the purchase pursuant to Section 1.2(a) of the Agreement by Buyer from Seller of the Receivables and the Related Security and Collections related thereto, together with all related rights in connection therewith.

“Purchase Date” means December 27, 2000.

“Purchase Price” means the aggregate price to be paid by Buyer to Seller in accordance with Section 1.3 of the Agreement, for the Receivables and the associated Collections and which price shall equal on any date (i) the product of (x) the Outstanding Balance of such Receivables on the date created by Seller, multiplied by (y) one minus the Discount Factor then in effect, plus (ii) all accrued and unpaid Finance Charges on such Receivables.

“Purchase Termination Date” means the earliest to occur of (i) the Facility Termination Date, (ii) the Business Day immediately prior to the occurrence of a Termination Event with respect to Seller set forth in Section 5.1(d), (iii) the Business Day specified in a written notice from Buyer to Seller following the occurrence of any other Termination Event,

and (iv) the date which is 30 Business Days after Buyer’s receipt of written notice from Seller that it wishes to terminate the facility evidenced by this Agreement.

“Receivable” means all indebtedness and other obligations owed to Seller (at the time it arises, and before giving effect to any transfer or conveyance hereunder) or in which Seller has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of goods or the rendering of services by Seller, and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations as a separate payment obligation.

“Receivables Purchase Agreement” has the meaning set forth in the Preliminary Statements to the Agreement.

“Related Security” means, with respect to any Receivable:

(iii) all service contracts and other contracts and agreements associated with such Receivable,

(iv) all of Seller’s right, title and interest in the Records related to such Receivable,

(v) all of Seller’s right, title and interest in and to each Lock Box and each Collection Account, and

(vi) all proceeds of any of the foregoing.

“Required Capital Amount” means, as of any date of determination, an amount equal to: (a) if such date of determination is before December 15, 2000, $20,000,000 and (b) if such date of determination is on or after December 15, 2000, $30, 000,000.

“SEC” means the Securities and Exchange Commission, any successor thereto and any analogous governmental authority.

“Seller” has the meaning set forth in the preamble to the Agreement.

“Servicer” has the meaning set forth in the recitals to the Agreement.

“Subordinated Loan” has the meaning set forth in Section 1.3(a) of the Agreement.

“Subordinated Note” means the promissory note in substantially the form of Exhibit VI hereto as more fully described in Section 1.3 of the Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Tenneco Operating” has the meaning set forth in the recitals to the Agreement.

“Termination Event” has the meaning set forth in Section 5.1 of the Agreement.

“Weekly Settlement Date” means the 3^rd Business Day of each week hereafter.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles.

All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such Article 9.

Exhibit II

Places of Business; Locations of Records;
Federal Employer Identification Number(s); Other Names

Places of Business and Locations of Records:

500 North Field Drive
Lake Forest, IL 60045

1 International Drive
Monroe, Michigan 48161

Federal Employer Identification Number:

02-0359911

Prior Legal Names (in past 5 years):

n/a

Trade and Assumed Names:

Pullman, Clevite or any variation of the foregoing

Exhibit III

Lock-Boxes; Collection Accounts; Collection Banks

[Intentionally Omitted]

Exhibit IV

[Form of] Compliance Certificate

This Compliance Certificate is furnished pursuant to that certain Receivables Sale Agreement (the “Receivables Sale Agreement”) dated as of December 27, 2000, between THE PULLMAN COMPANY, a Delaware corporation (“Pullman”), and TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation, as Buyer. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected of Pullman




		[Name]

Exhibit V

Credit and Collection Policy

[Intentionally Omitted]

Exhibit VI

Form of Subordinated Note

SUBORDINATED NOTE

December 27, 2000

1. Note. FOR VALUE RECEIVED, the undersigned, TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation (“Buyer”), hereby unconditionally promises to pay to the order of THE PULLMAN COMPANY, a Delaware corporation (“Seller”), in lawful money of the United States of America and in immediately available funds, on or before the date following the Purchase Termination Date which is one year and one day after the date on which (i) the Outstanding Balance of all Receivables sold under the Receivables Sale Agreement referred to below has been reduced to zero and (ii) all indemnities, adjustments and other amounts which may be owed thereunder in connection with the Receivables acquired have been paid (the “Collection Date”), the aggregate unpaid principal sum outstanding of all Subordinated Loans made from time to time by Seller to Buyer pursuant to and in accordance with the terms of that certain Receivables Sale Agreement dated as of December 27, 2000, between Seller and Buyer (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Sale Agreement”). Reference to Section 1.3 of the Receivables Sale Agreement is hereby made for a statement of the terms and conditions under which the loans evidenced hereby have been and will be made. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Receivables Sale Agreement.

2. Interest. Buyer further promises to pay interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full hereof at a rate equal to the one month LIBOR rate published on the first business day of each month on or after September 1, 2000 in The Wall Street Journal (“LIBOR”), changing on the first business day of each month; provided, however, that if Buyer shall default in the payment of any principal hereof, Buyer promises to pay, on demand, interest at a rate per annum equal to the sum of LIBOR plus 2.00% per annum on any such unpaid amounts, from the date such payment is due to the date of actual payment. Interest shall be payable on the first Business Day of each month in arrears; provided, however, that Buyer may elect on the date any interest payment is due hereunder to defer such payment and upon such election the amount of interest due but unpaid on such date shall constitute principal under this Subordinated Note. The outstanding principal of any loan made under this Subordinated Note shall be due and payable on the Collection Date and may be repaid or prepaid at any time without premium or penalty

3. Principal Payments. Seller is authorized and directed by Buyer to enter on the grid attached hereto, or, at its option, in its books and records, the date and amount of each loan made by it which is evidenced by this Subordinated Note and the amount of each payment of principal made by Buyer, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered; provided that neither the failure of Seller to make any such entry or any error therein shall expand, limit or affect the obligations of Buyer hereunder.

4. Subordination. Seller shall have the right to receive, and Buyer shall have the right to make, any and all payments and prepayments relating to the loans made under this Subordinated Note; provided that after giving effect to any such payment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement hereinafter referred to) at such time exceeds the sum of(a) the Aggregate Unpaids (as defined in the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Seller hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Seller shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of Buyer owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement, dated as of October 31, 2000, by and among Buyer, Tenneco Automotive Operating Company, as Servicer, various “Purchasers” from time to time party thereto, and Bank One, NA (Main Office Chicago), as the “Agent” (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Receivables Purchase Agreement. Until the date on which the “Aggregate Capital” outstanding under the Receivables Purchase Agreement has been repaid in full and all obligations of Buyer and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, collectively, the “Senior Claim ”) have been indefeasibly paid and satisfied in full, Seller shall not institute against Buyer any proceeding of the type described in Section 5.1(d) of the Receivables Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Seller in violation of this Section 4, Seller agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Agent for the benefit of the Senior Claimants.

6. Amendments. This Subordinated Note shall not be amended or modified except in accordance with Section 7.1 of the Receivables Sale Agreement. The terms of this

Subordinated Note may not be amended or otherwise modified without the prior written consent of the Agent for the benefit of the Purchasers.

7. GOVERNING LAW. THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT CHICAGO, ILLINOIS, AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS. WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS SUBORDINATED NOTE.



	TENNECO AUTOMOTIVE RSA COMPANY
	By:
		Name:
		Title:


		*Address for notices:*		500 North Field Drive
				Lake Forest, IL 60045
				Attn: Paul D. Novas
				Phone: (847) 482-5143
				Fax: (847) 482-5125

Schedule to Subordinated Note

SUBORDINATED LOANS AND PAYMENTS OF PRINCIPAL


	Amount of		Unpaid
	Subordinated	Amount of	Principal	Notation
Date	Loan	Principal Paid	Balance	Made By

OMNIBUS AMENDMENT NO. 1

AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENTS AND
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT

THIS OMNIBUS AMENDMENT NO. 1, dated as of September 21, 2005 (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, as initial Servicer (“Tenneco Operating” and, together with Seller and Pullman, the “Companies”),

(c) Jupiter Securitization Corporation, a Delaware corporation (“Jupiter” or a “Conduit”), and 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”),

(e) JPMorgan Chase, individually (the “Jupiter Committed Purchaser” and, together with Jupiter, the “Jupiter Group”), in its capacity as agent for the Jupiter Group (a “Co-Agent”), and in its capacity as administrative agent for the Jupiter 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, 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, 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 (collectively, the “Receivables Sale Agreements”); and

WHEREAS, Seller, Tenneco Operating, the Liberty Street Group, the Jupiter 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, together with the Receivable Sale Agreements, the “Agreements” ); and

WHEREAS, the parties wish to amend the Agreements 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 Agreements.

2. Amendments.

2.1. 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:

“Receivable” means all indebtedness and other obligations owed to Seller or an Originator (at the time it arises, and before giving effect to any transfer or conveyance under a Receivables Sale Agreement or hereunder), excluding any such indebtedness or obligations owed by any Subsidiary of Tenneco Automotive or by Delphi Corporation or any of its Subsidiaries, or in which Seller or an Originator has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of goods or the rendering of services by such Originator, and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations as a separate payment obligation.

2.2. Each of the Agents and the Purchasers hereby consents to the sale by Seller to the applicable Originator of all indebtedness and other obligations owing to Seller by Delphi Corporation or any of its Subsidiaries as of September 21, 2005 together with all supporting obligations, records, and collections with respect thereto and proceeds of the foregoing (collectively, the “Delphi Receivable Assets”). For value received, Seller does hereby sell and assign to the applicable Originator, and the applicable Originator does hereby purchase and accept, all of Seller’s right, title and interest in and to the Delphi Receivable Assets originated by such Originator.

3. Certain Representations. In order to induce the Agents and the Purchasers to enter into this Amendment, each of the Companies 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) each of the Agreements to which such Company is a party, as amended hereby, constitutes the legal, valid and binding obligations of such Company enforceable against such Company 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 Company’s representations and warranties contained in each of the Agreements to which it is a party 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 Agreements, 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 Agreements to “this Agreement”, “hereof’, or “hereunder” or words of like import, and all references to the Agreements in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Agreements, 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.

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

JUPITER SECURITIZATION CORPORATION

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



By:	/s/ John Kuhns
	Name:	John Kuhns
	Title:	Vice President

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



By:	/s/ John Kuhns
	Name:	John Kuhns
	Title:	Vice President

LIBERTY STREET FUNDING CORP.



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/ NORMAN LAST
	Name:	NORMAN LAST
	Title:	MANAGING DIRECTOR

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

THE PULLMAN COMPANY, 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 AUTOMOTIVE INC., a Delaware corporation



By:	/s/ John E. Kunz
	Name:	John E. Kunz
	Title:	Vice President Treasurer

OMNIBUS AMENDMENT NO.2

AMENDMENT NO.2 TO RECEIVABLES SALE AGREEMENTS AND
AMENDMENT NO.3 TO SECOND AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT

THIS OMNIBUS AMENDMENT NO. 1, dated as of October 14, 2005 (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, as initial Servicer (“Tenneco Operating” and, together with Seller and Pullman, the “Companies”),

(c) Jupiter Securitization Corporation, a Delaware corporation (“Jupiter” or a “Conduit”), and Liberty Street Funding Corp., a Delaware corporation (“Liberty Street” or a “Conduit”),

W I T N E S S E T H :

WHEREAS, Seller, Tenneco Operating, the Liberty Street Group, the Jupiter Group and the Agents are parties to that certain Second Amended and

WHEREAS, the parties wish to amend the Agreements on the terms and subject to the conditions hereinafter set forth;

1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have their meanings as attributed to such terms in the Agreements.

2. Amendments. The following definitions in the Receivables Purchase Agreement (and as incorporated by reference in the Receivables Sale Agreements) are hereby amended and restated in their entirety to read, respectively, as follows:

“Tenneco Automotive” means (a) prior to October 27, 2005, Tenneco Automotive Inc. ., a Delaware corporation, and (b) from and after October 27, 2005, Tenneco Inc., ., a Delaware corporation formerly known as Tenneco Automotive Inc.

5. Ratification. Except as expressly modified hereby, the Agreements, 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 Agreements to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Agreements in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Agreements, as amended by 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.

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

JUPITER SECURITIZATION CORPORATION

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



By:	/s/ John Kuhns
	Name:	John Kuhns
	Title:	Vice President

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



By:	/s/ John Kuhns
	Name:	John Kuhns
	Title:	Vice President

LIBERTY STREET FUNDING CORP.



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/ J. ALAN EDWARDS
	Name:	J. ALAN EDWARDS
	Title:	MANAGING DIRECTOR

TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation



By:	/s/ John E. Kunz
	Name:	John E. Kunz
	Title:	Vice President and Treasurer

TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
a Delaware corporation



By:	/s/ Gary Silha
	Name:	Gary Silha
	Title:	Assistant Treasurer

THE PULLMAN COMPANY,
a Delaware corporation



By:	/s/ Gary Silha
	Name:	Gary Silha
	Title:	Assistant Treasurer

TENNECO AUTOMOTIVE INC., a Delaware corporation



By:	/s/ John E. Kunz
	Name:	John E. Kunz
	Title:	Vice President and Treasurer

OMNIBUS AMENDMENT NO. 3

AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENTS AND
AMENDMENT NO. 11 TO SECOND AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT

THIS OMNIBUS AMENDMENT NO. 3, dated as of April 29, 2009 (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, as initial Servicer (“Tenneco Operating” and, together with Seller and Pullman, the “Companies”),

(d) 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”),

(e) 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

(f) 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, 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, 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, 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, together with the Receivable Sale Agreements, the “Agreements”);

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, General Motors Corporation, Chrysler LLC and its/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; and

WHEREAS, the parties wish to amend the Agreements on the terms and subject to the conditions hereinafter set forth.

1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have their meanings as attributed to such terms in the Agreements.

2. Amendments.

2.1. The following definition 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:

2.2. Notwithstanding Amendment No. 1, Amendment No. 4 and Amendment No. 8 to the Receivables Purchase Agreement, the Seller, the Purchasers and the Agent hereby agree that their business understanding was that the Commitment Fee and Unused Fee (in each case, under and as defined in the then applicable Fee Letter) for each Group was to be computed on an amount equal to 102% of that Group’s respective Percentage of the Purchase Limit.

3. Reassignment of Assets.

3.1 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 Section 3.2 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 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.

3.2 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.

3.3 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.

3.4 Each party hereto agrees that, at any time and from time to time, upon the written request of any other party hereto, 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 Companies 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 5 below), (b) each of the Agreements to which such Company is a party, as amended hereby, constitutes the legal, valid and binding obligations of such Company enforceable against such Company 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 Company’s representations and warranties contained in each of the Agreements to which it is a party 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).

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, (b) receipt by the Administrative Agent of an opinion of the Originators’ counsel confirming that the reconveyance of the Reassignment Assets contemplated by Section 3 above will not change the conclusions reached in the true sale and substantive non-consolidation opinions rendered by Mayer, Brown & Platt on October 31, 2000 and December 27, 2000, (c) receipt by the Co-Agent for the Falcon Group of an Aggregate Reduction in the amount $9,184,000, which constitutes the ratable portion of the Transfer Price payable to the Falcon Group and (d) receipt by the Co-Agent for the Liberty Street Group of an Aggregate Reduction in the amount $7,216,000, which constitutes the ratable portion of the Transfer Price payable to the Liberty Street Group. The parties hereto acknowledge and agree that the payment of such Aggregate Reductions on the date hereof shall satisfy the application of the Transfer Price as Collections as provided in Section 3.2 above.

6. Ratification. Except as expressly modified hereby, each of the Agreements, as amended hereby, is hereby ratified, approved and confirmed in all respects.

7. Reference to Agreement. From and after the Effective Date hereof, each reference in the Agreements to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Agreements in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Agreements, as amended by this Amendment.

8. 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.

9. 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.

10. 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.

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

LIBERTY STREET FUNDING LLC



By:	/s/ Jill A. Russo
	Name: Jill A. Russo
	Title: Vice President

[SIGNATURE PAGE TO OMNIBUS AMENDMENT #3]

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



By:	/s/ J. LAN EDWARDS
	Name: J. LAN EDWARDS
	Title: MANAGING DIRECTOR

[SIGNATURE PAGE TO OMNIBUS AMENDMENT #3]

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

THE PULLMAN COMPANY,
a Delaware corporation



By:	/s/ John E. Kunz
	Name: John E. Kunz
	Title: Vice President — Treasurer & Tax

TENNECO INC., a Delaware corporation



By:	/s/ John E. Kunz
	Name: John E. Kunz
	Title: Vice President — Treasurer & Tax

[SIGNATURE PAGE TO OMNIBUS AMENDMENT #3]

EXECUTION VERSION

OMNIBUS AMENDMENT NO. 4

AMENDMENT NO. 4 TO RECEIVABLES SALE AGREEMENTS

THIS OMNIBUS AMENDMENT NO. 4, dated as of March 26, 2010 (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, as initial Servicer (“Tenneco Operating” and, together with Seller and Pullman, the “Companies”), and

(d) Tenneco Inc., a Delaware corporation, solely for the purpose specified on the signature page hereto.

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, 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, Tenneco Operating, Falcon Asset Securitization Company LLC, a Delaware limited liability company, and Liberty Street Funding LLC, a Delaware limited liability company, as conduits, the committed purchasers from time to time party thereto, JPMorgan Chase Bank, N.A., a national banking association (“JPMorgan”), The Bank of Nova Scotia, a Canadian chartered bank acting through its New York Agency and Wells Fargo Bank, N.A., a national banking association (“Wells Fargo”), as co-agents and JPMorgan, as administrative agent (the “Agent”) are parties that certain Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Receivables Purchase Agreement”);

WHEREAS, the Seller, Tenneco Operating and Wells Fargo, as SLOT Agent (the “SLOT Agent”) are parties that certain SLOT Receivables Purchase Agreement, dated as of March 26, 2010 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “SLOT RPA” and collectively with the Receivables Sale Agreements and the Receivables Purchase Agreement, the “Agreements”); and

WHEREAS, the Seller, Tenneco Operating and Pullman desire to amend the Receivables Sale Agreements on the terms and subject to the conditions hereinafter set forth;

1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have their meanings, as the context requires, as attributed to such terms in the Agreements.

2. Amendments to Receivables Sale Agreements.

2.1. Preliminary Statements. The Preliminary Statements of each of the Receivables Sale Agreements are hereby amended to add the following statement:

“Following the purchase of Receivables from Seller, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain SLOT Receivables Purchase Agreement, dated as of March 26, 2010 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “SLOT RPA”) among Buyer, Tenneco Automotive Operating Company Inc. and Wells Fargo Bank, N.A. or any successor agent appointed pursuant to the terms of the SLOT RPA, as agent for the Purchasers from time to time party thereto (in such capacity, the “SLOT Agent”).

2.2. Section 1.2(b). Section 1.2(b) of each Receivables Sale Agreement shall be amended and restated in its entirety to read as follows:

“(b) It is the intention of the parties hereto that the sale of the Receivables made hereunder shall constitute a true sale thereof, which sale is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables. Except for the Deemed Collections owed pursuant to Section 1.4, the sale of Receivables hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to Buyer for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of the Transaction Documents to which Seller is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Seller or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of Seller. In view of the intention of the parties hereto that the sale of Receivables made hereunder shall constitute a sale of such Receivables rather than a loan secured thereby, Seller agrees that it will, on or prior to the Purchase Date and in accordance with Section 4.1(e)(ii), mark its master data processing records relating to the Receivables with a legend acceptable to Buyer (and to the Agent and the SLOT Agent, each in its capacity as Buyer’s assignee), evidencing

that Buyer has purchased or otherwise acquired such Receivables as provided in this Agreement and to note in its financial statements that Seller’s Receivables have been sold or otherwise conveyed outright to Buyer. Upon the request of Buyer (or the Agent or, subject to the Intercreditor Agreement, the SLOT Agent, each in its capacity as Buyer’s assignee), Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Collections with respect thereto, or as Buyer (or the Agent or, subject to the Intercreditor Agreement, the SLOT Agent, each in its capacity as Buyer’s assignee) may reasonably request.”

2.3. Section 1.3(a)(i). Section 1.3(a)(i) of each Receivables Sale Agreement shall be amended by deleting the phrase “to the Agent for the benefit of the Purchasers under the Receivables Sale Agreement” in its entirety and substituting the following phrase in lieu thereof:

“to the Agent for the benefit of the Purchasers under the Receivables Purchase Agreement or the SLOT Agent for the benefit of the SLOT Purchasers under the SLOT RPA”

2.4. Section 1.3(b). Clause first of Section 1.3(b) of each Receivables Sale Agreement shall be amended by deleting the phrase “to the Agent for the benefit of the Purchasers under the Receivables Sale Agreement” in its entirety and substituting the following phrase in lieu thereof:

“to the Agent for the benefit of the Purchasers under the Receivables Purchase Agreement or the SLOT Agent for the benefit of the SLOT Purchasers under the SLOT RPA”

2.5. Section 1.3(c). Section 1.3(c) of each Receivables Sale Agreement shall be amended by deleting the phrase “the Agent for the benefit of the Purchasers” in its entirety and substituting the following phrase in lieu thereof:

“to the Agent for the benefit of the Purchasers under the Receivables Purchase Agreement or the SLOT Agent for the benefit of the SLOT Purchasers under the SLOT RPA in accordance with the terms of the Intercreditor Agreement”

2.6. Section 1.6(a). Section 1.6(a) of each Receivables Sale Agreement shall be amended and restated in its entirety to read as follows:

“(a) In connection with the Purchase of Receivables hereunder, Seller hereby sells, transfers, assigns and otherwise conveys to Buyer all of Seller’s right and title to, and interest in, the Records relating to all such Receivables, without the need for any further documentation in connection with their conveyance or Purchase. In connection with such transfer, Seller hereby grants to each of Buyer, the Agent, the SLOT Agent and the Servicer an irrevocable, nonexclusive license to use, without royalty or payment of any kind, all software used by Seller to

account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Seller or is owned by others and used by Seller under license agreements with respect thereto, provided that should the consent of any licensor of Seller to such grant of the license described herein be required, Seller hereby agrees that upon the request of Buyer (or the Agent or, subject to the Intercreditor Agreement, the SLOT Agent, each in its capacity as Buyer’s assignee), Seller will use its reasonable efforts to obtain the consent of such third-party licensor. Each of the licenses granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.”

2.7. Section 1.6(b). Section 1.6(b) of each Receivables Sale Agreement shall be amended and restated in its entirety to read as follows:

“(b) Seller (i) shall take such action reasonably requested by Buyer (and/or the Agent or, subject to the Intercreditor Agreement, the SLOT Agent, each in its capacity as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Receivables Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from or contributed by Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Agent, the SLOT Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.”

2.8. Section 4.1(a)(vi). Section 4.1(a)(vi) of each Receivables Sale Agreement shall be amended by deleting the phrase “(and the Agent’s, as Buyer’s assignee)” in its entirety and substituting the following phrase in lieu thereof:

“(and, each in its capacity as Buyer’s assignee, the Agent’s or, subject to the Intercreditor Agreement, the SLOT Agent’s)”

2.9. Section 4.1(e)(ii). Section 4.1(e)(ii) of each Receivables Sale Agreement shall be amended by deleting the phrase “describing the interest of the Agent (on behalf of the Purchasers) under the Receivables Purchase Agreement” in its entirety and substituting the following phrase in lieu thereof:

“describing the interest of the Agent (on behalf of the Purchasers under the Receivables Purchase Agreement) and the SLOT Agent (on behalf of the SLOT Purchasers under the SLOT RPA)”

2.10. Section 4.1(h). Section 4.1(h) of each Receivables Sale Agreement shall be amended by deleting the phrase “the Agent and the Purchasers are entering into the transactions contemplated by the Receivables Purchase Agreement” in its entirety and substituting the following phrase in lieu thereof:

“the Agent and the Purchasers under the Receivables Purchase Agreement and the SLOT Agent and the SLOT Purchasers under the SLOT RPA are entering

into the transactions contemplated by the Receivables Purchase Agreement and the SLOT RPA, as applicable,”

2.11. Section 7.1. The last paragraph of Section 7.1 of each Receivables Sale Agreement shall be amended and restated in its entirety to read as follows:

“No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by Seller and Buyer and, subject to the Intercreditor Agreement, the Agent and the Financial Institutions in accordance with the terms of and to the extent required under the Receivables Purchase Agreement and the SLOT Agent and the SLOT Purchasers under the SLOT RPA in accordance with the terms of and to the extent required under the SLOT RPA”

2.12. Section 7.3(a). Section 7.3(a) of each Receivables Sale Agreement shall be amended by deleting the phrase “the Agent for the benefit of the Purchasers under the Receivables Purchase Agreement” in its entirety and substituting the following phrase in lieu thereof:

“the Agent for the benefit of the Purchasers under the Receivables Purchase Agreement and the SLOT Agent (for the benefit of the SLOT Purchasers under the SLOT RPA)”

2.13. Section 7.3(a)(i). Section 7.3(a)(i) of each Receivables Sale Agreement shall be shall be amended and restated in its entirety to read as follows:

“If Seller fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 6.2. Seller irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(ies)-in-fact, to act on behalf of Seller (i) to execute on behalf of Seller as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and Related Security and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. From and after July 1, 2001: (A) Seller hereby authorizes Buyer (and the Agent and, subject to the Intercreditor Agreement, the SLOT Agent, each in its capacity as Buyer’s assignee) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security

(including any amendments thereto, or continuation or termination statements thereof), without the signature o r other authorization of Seller, in such form and in such offices as the Buyer or any of its assigns reasonably determines appropriate to perfect or maintain the perfection of the security interest of Buyer and its assigns hereunder, (B) Seller acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent and, subject to the Intercreditor Agreement, the SLOT Agent, each in its capacity as Buyer’s assignee, consenting to the form and substance of such filing or recording document, and (C) Seller approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent or, subject to the Intercreditor Agreement, the SLOT Agent, each in its capacity as Buyer’s assignee, in connection with the perfection of the security interest in favor of Buyer or the Agent or the SLOT Agent, as applicable, each in its capacity as Buyer’s assignee.”

2.14. Section 7.4(a). Section 7.4(a) of each Receivables Sale Agreement shall be shall be by deleting the phrase “the Agent” in its entirety and substituting the phrase “the Agent, the SLOT Agent” in lieu thereof.

2.15. Section 7.4(b). Section 7.4(b) of each Receivables Sale Agreement shall be shall be amended and restated in its entirety to read as follows:

“Anything herein to the contrary notwithstanding, Seller hereby consents to the disclosure of any nonpublic information with respect to it (i) to Buyer, the Agent, the Purchasers, the SLOT Agent and the SLOT Purchasers, (ii) by Buyer, the Agent, the Purchasers, the SLOT Agent or the SLOT Purchasers, to any prospective or actual assignee or participant of any of them; provided that such assignee or participant agrees to be bound by the terms of this Section 7.4 and (iii) by the Agent, the Purchasers, the SLOT Agent, the SLOT Purchasers, or Conduit, to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to Conduit or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which the Agent or the SLOT Agent acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided that each such Person is informed of the confidential nature of such information. In addition, the Purchasers, the Agent, the SLOT Purchasers and the SLOT Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).”

2.16. Section 7.6. Section 7.6 of each Receivables Sale Agreement shall be shall be amended and restated in its entirety to read as follows:

“Except with respect to any claim arising out of the willful misconduct or gross negligence of Conduit, the Agent, any Financial Institution, the SLOT Agent or any SLOT Purchaser, no claim may be made by Seller or any other Person against the Agent, the SLOT Agent, any of the Purchasers or any of the SLOT Purchasers or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and Seller hereby waives, releases, and agrees not to sue upon any claim for any such special, indirect consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.”

2.17. Section 7.10(b). Section 7.10(b) of each Receivables Sale Agreement shall be shall be amended and restated in its entirety to read as follows:

“(b) This Agreement shall be binding upon and inure to the benefit of Seller, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). None of Seller may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of Seller. Without limiting the foregoing, Seller acknowledges that Buyer, pursuant to the Receivables Purchase Agreement and the SLOT RPA, may assign to the Agent, for the benefit of the Purchasers, or the SLOT Agent, for the benefit of the SLOT Purchasers, its rights, remedies, powers and privileges hereunder and that the Agent or, subject to the Intercreditor Agreement, the SLOT Agent, may further assign such rights, remedies, powers and privileges to the extent permitted in the Receivables Purchase Agreement or the SLOT RPA, as applicable. Seller agrees that the Agent and the SLOT Agent, each as the assignee of Buyer, shall, subject to the terms of the Receivables Purchase Agreement or the SLOT RPA, as applicable, and the Intercreditor Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and Seller agrees to cooperate fully with the Agent and the SLOT Agent, as applicable, in the exercise of such rights and remedies. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by Seller pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.”

2.18. Exhibit I. The following definitions shall be added to Exhibit I of each Receivables Sale Agreement in the appropriate alphabetical order:

“SLOT Agent” has the meaning set forth in the Preliminary Statements to the Agreement.

“SLOT Purchaser” has the meaning set forth in the SLOT RPA.

“SLOT RPA” has the meaning set forth in the Preliminary Statements to the Agreement.

2.19 Exhibit II to Receivables Sale Agreement (Tenneco Operating). Exhibit II to the Receivables Sale Agreement between Tenneco Operating and the Seller shall be amended and restated in its entirety and replaced with Exhibit I attached hereto.

2.20 Exhibit III to Receivables Sale Agreement (Tenneco Operating). Exhibit III to the Receivables Sale Agreement between Tenneco Operating and the Seller shall be amended and restated in its entirety and replaced with Exhibit II attached hereto.

2.22 Exhibit III to Receivables Sale Agreement (Pullman). Exhibit III to the Receivables Sale Agreement between Pullman and the Seller shall be amended and restated in its entirety and replaced with Exhibit III attached hereto.

3. Amendments to Subordinated Note.

3.1. Section 6. Section 6 of the Subordinated Note of each of the Receivables Sale Agreements shall be hereby amended and restated in its entirety to read as follows:

“Amendments. This Subordinated Note shall not be amended or modified except in accordance with Section 7.1 of the Receivables Sale Agreement. The terms of this Subordinated Note may not be amended or otherwise modified without, subject to the Intercreditor Agreement, the prior written consent of the Agent for the benefit of the Purchasers and the SLOT Agent for the benefit of the SLOT Purchasers.”

3.2. Section 9. Section 9 of the Subordinated Note of each of the Receivables Sale Agreements shall be hereby amended and restated in its entirety to read as follows:

“Assignment. This Subordinated Note may not be assigned, pledged or otherwise transferred to any party other than Seller without, subject to the Intercreditor Agreement, the prior written consent of the Agent for the benefit of the Purchasers and the SLOT Agent for the benefit of the SLOT Purchasers.”

4. Certain Representations. Each of the Companies hereby represents and warrants to the Agent, the Purchasers, the SLOT Agent and the SLOT 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 5 below), (b) each of the Agreements to which such Company is a party, as amended hereby, constitutes the legal, valid and binding obligations of such Company enforceable against such Company 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 Company’s representations and warranties contained in each of the Agreements to which it is a party 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).

5. Effective Date. This Amendment shall become effective as of the date first above written (the “Effective Date”) upon receipt by the Agent and the SLOT 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.

6. Ratification. Except as expressly modified hereby, each of the Receivables Sale Agreements, as amended hereby, is hereby ratified, approved and confirmed in all respects.

7. Reference to Agreement. From and after the Effective Date hereof, each reference in the Receivables Sale Agreements to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Receivables Sale Agreements in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Receivables Sale Agreements, as amended by 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.

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


TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation
By:
	Name:
	Title:

TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation
By:
	Name:
	Title:

THE PULLMAN COMPANY, a Delaware corporation
By:
	Name:
	Title:


TENNECO INC., a Delaware corporation
By:
	Name:
	Title:

EXHIBIT I

PLACES OF BUSINESS; LOCATIONS OF RECORDS;
FEDERAL EMPLOYER IDENTIFICATION NUMBER(S); OTHER NAMES

Places of Business and Locations of Records:

Chief Executive Office
500 North Field Drive
Lake Forest, IL 60045

Other Place of Business
1 International Drive
Monroe, Michigan 48161

Federal Employer Identification Number:

74-1933558

Prior Legal Names (in past 5 years):

n/a

Trade and Assumed Names:

EXHIBIT II
LOCK-BOXES; COLLECTION ACCOUNTS; COLLECTION BANKS

[Intentionally Omitted]

EXHIBIT III
LOCK-BOXES; COLLECTION ACCOUNTS; COLLECTION BANKS

[Intentionally Omitted]

EX-10.4 5 c57207exv10w4.htm EX-10.4 exv10w4

Exhibit 10.4

SLOT RECEIVABLES PURCHASE AGREEMENT

Dated as of March 26, 2010

among

TENNECO AUTOMOTIVE RSA COMPANY,
as Seller,

TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
as Servicer,

and

WELLS FARGO BANK, N.A.,
individually and as SLOT Agent

TABLE OF CONTENTS


	Page
ARTICLE I. PURCHASE ARRANGEMENTS		1

Section 1.1 Purchase Facility		1
Section 1.2 Increases		2
Section 1.3 Decreases		2
Section 1.4 Payment Requirements		2

ARTICLE II. PAYMENTS AND COLLECTIONS		3

Section 2.1 Payments		3
Section 2.2 Collections Prior to Amortization		3
Section 2.3 Collections Following Amortization		4
Section 2.4 Application of Collections		4
Section 2.5 Payment Rescission		4
Section 2.6 Maximum SLOT Interests		5
Section 2.7 Clean Up Call		5

ARTICLE III. [RESERVED]		5

ARTICLE IV. FUNDING		5

Section 4.1 Yield Accrual		5
Section 4.2 Yield Payments		5
Section 4.3 Suspension of LMIR		5

ARTICLE V. REPRESENTATIONS AND WARRANTIES		5

Section 5.1 Representations and Warranties of the Seller Parties		5
Section 5.2 SLOT Purchaser Representations and Warranties		9

ARTICLE VI. CONDITIONS OF PURCHASES		10

Section 6.1 Conditions Precedent to Amendment and Restatement		10
Section 6.2 Conditions Precedent to All Purchases and Reinvestments		10

ARTICLE VII. COVENANTS		11

Section 7.1 Affirmative Covenants of the Seller Parties		11
Section 7.2 Negative Covenants of the Seller Parties		19

ARTICLE VIII. ADMINISTRATION AND COLLECTION		20

Section 8.1 Designation of Servicer		20
Section 8.2 Duties of Servicer		21
Section 8.3 Collection Notices		22


	Page
Section 8.4 Responsibilities of Seller		22
Section 8.5 Portfolio Reports		22

ARTICLE IX. AMORTIZATION EVENTS		23

Section 9.1 Amortization Events		23
Section 9.2 Remedies		26

ARTICLE X. INDEMNIFICATION		27

Section 10.1 Indemnities by the Seller Parties		27
Section 10.2 Increased Cost and Reduced Return		29
Section 10.3 Other Costs and Expenses		30

ARTICLE XI. THE SLOT AGENT		31

Section 11.1 Appointment		31
Section 11.2 Delegation of Duties		31
Section 11.3 Exculpatory Provisions		31
Section 11.4 Reliance by SLOT Agent		32
Section 11.5 Notice of Seller Defaults		32
Section 11.6 Non-Reliance on the SLOT Purchaser		32
Section 11.7 Indemnification of the SLOT Agent		33
Section 11.8 SLOT Agent in its Individual Capacity		33
Section 11.9 UCC Filings		33
Section 11.10 Successor SLOT Agent		34
Section 11.11 Intercreditor Agreement		34

ARTICLE XII. ASSIGNMENTS; PARTICIPATIONS		34

Section 12.1 Assignments		34
Section 12.2 Participations		34

ARTICLE XIII. [RESERVED]		35

ARTICLE XIV. MISCELLANEOUS		35

Section 14.1 Waivers and Amendments		35
Section 14.2 Notices		35
Section 14.3 [Reserved]		35
Section 14.4 Protection of Ownership Interests of the SLOT Purchaser		36
Section 14.5 Confidentiality		36
Section 14.6 [Reserved]		37
Section 14.7 Limitation of Liability		37
Section 14.8 CHOICE OF LAW		37
Section 14.9 CONSENT TO JURISDICTION		37
Section 14.10 WAIVER OF JURY TRIAL		38
Section 14.11 Integration; Binding Effect; Survival of Terms		38


	Page
Section 14.12 Counterparts; Severability; Section References		38
Section 14.13 Characterization		38
Section 14.14 Federal Reserve		39
Section 14.15 Intercreditor Agreement		39

iii

EXHIBITS AND SCHEDULES


Exhibit I		Definitions

Exhibit II		Form of SLOT Purchase Notice

Exhibit III		Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s)

Exhibit IV		Names of Collection Banks; Collection Accounts

Schedule A		Commitments

Schedule B		Conditions Precedent Documents

SLOT RECEIVABLES PURCHASE AGREEMENT

THIS SLOT RECEIVABLES PURCHASE AGREEMENT dated as of March 26, 2010 is among:

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

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

(c) Wells Fargo Bank, N.A., a national banking association, individually (“Wells Fargo” and, together with its successors and permitted assigns, the “SLOT Purchaser"), and as agent for the SLOT Purchaser (in such capacity, together with its successors and assigns in such capacity, the “SLOT Agent").

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

Seller desires to transfer and assign SLOT Interests to the SLOT Purchaser from time to time.

The SLOT Purchaser shall at the request of the Seller purchase SLOT Interests from time to time.

Wells Fargo has been requested and is willing to act as SLOT Agent on behalf of the SLOT Purchaser in accordance with the terms hereof.

ARTICLE I.

PURCHASE ARRANGEMENTS

Section 1.1 Purchase Facility.

(a) Upon the terms and subject to the conditions hereof, Seller may from time to time prior to the Facility Termination Date request that the SLOT Purchaser purchase SLOT Interests offered for sale from time to time by delivering a SLOT Purchase Notice to the SLOT Agent in accordance with Section 1.2. Upon receipt of a copy of each SLOT Purchase Notice from Seller, the SLOT Purchaser agrees to make such Purchase, on the terms and subject to the conditions hereof, provided that at no time may the Aggregate SLOT Capital at any one time outstanding under this Agreement exceed the SLOT Purchase Limit.

(b) Subject to the Intercreditor Agreement, Seller may, upon at least thirty (30) Business Days’ notice to the SLOT Agent, terminate in whole or reduce in part, the unused

portion of the SLOT Purchase Limit; provided that each partial reduction of the SLOT Purchase Limit shall be in an amount equal to $5,000,000 or a larger integral multiple of $500,000.

Section 1.2 Increases. Not later than 10:00 a.m. (Chicago time) on the Business Day prior to each Incremental SLOT Purchase, Seller shall provide the SLOT Agent with notice in the form set forth as Exhibit II hereto of each Incremental SLOT Purchase (a “SLOT Purchase Notice”). Each SLOT Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested SLOT Purchase Price (which shall not be less than $1,000,000), the proposed date of purchase (which shall be a Business Day); provided, however, that in no event shall the aggregate number of Incremental SLOT Purchases pursuant to this Section 1.2 exceed two (2) in any calendar week. On the date of each Incremental SLOT Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, the SLOT Purchaser shall deposit to an account specified by the SLOT Agent, for transfer to an account designated by Seller (or by Servicer on Seller’s behalf), in immediately available funds, no later than 12:00 noon (Chicago time), an amount equal to the SLOT Purchase Price of such SLOT Interest. Upon such transfer by the SLOT Purchaser to Seller’s designated account, Seller hereby, without the necessity of further action by any Person, assigns, transfers, sets over and otherwise conveys to the SLOT Agent, for the benefit of the SLOT Purchaser, the applicable SLOT Interest.

Section 1.3 Decreases. Not later than 10:00 a.m. (Chicago time) on the Business Day of a proposed reduction in Aggregate SLOT Capital outstanding, Seller shall provide the SLOT Agent with written notice of any reduction requested by the Seller of the Aggregate SLOT Capital outstanding (a “SLOT Reduction Notice”). Such SLOT Reduction Notice shall designate (i) the date (the “Proposed SLOT Reduction Date”) upon which any such reduction of Aggregate SLOT Capital shall occur, and (ii) the amount of Aggregate SLOT Capital to be reduced (the “Aggregate SLOT Reduction”), which, subject to the Intercreditor Agreement, shall be applied to the reduction of such SLOT Interests as the SLOT Agent may select.

ARTICLE II.

PAYMENTS AND COLLECTIONS

Section 2.1 Payments. Notwithstanding any limitation on recourse contained in this Agreement but subject to the Intercreditor Agreement, Seller shall immediately pay to the SLOT Agent when due, for the account of the SLOT Purchaser, on a full recourse basis: (i) such fees as are set forth in the applicable SLOT Fee Letter, (ii) all amounts payable as Yield to the SLOT Purchaser (which shall be due and payable in arrears on each Monthly Payment Date), (iii) all amounts payable as Deemed Collections (which, subject to the Intercreditor Agreement, shall be immediately due and payable by Seller and applied to reduce outstanding Aggregate SLOT Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (iv) all amounts payable to reduce the Aggregate SLOT Capital, if required, pursuant to Section 2.6, (v) all amounts payable pursuant to Article X, if any, and (vi) all Default Fees (all of the foregoing in clauses (i)-(vi), collectively, the “Recourse Obligations"). If Seller fails to pay any of the Recourse Obligations when due: (a) a Settlement Date shall occur, and (b) Seller agrees to pay, on demand but subject to the Intercreditor Agreement, the Default Fee on the unpaid portion of such Recourse Obligation until paid in full. Notwithstanding the foregoing, no provision of this Agreement or the SLOT Fee Letter shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any Collections or is deemed to receive any Collections, subject to the Intercreditor Agreement, Seller shall immediately pay such Collections or Deemed Collections to the Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be held in trust by Seller for the exclusive benefit of the SLOT Purchaser and the First Lien Purchasers.

Section 2.2 Collections Prior to Amortization. Prior to the Amortization Date, but subject to the Intercreditor Agreement, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate SLOT Unpaids hereunder and “Aggregate Unpaids” under (and as defined in) the First Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.2 and under the First Lien Receivables Purchase Agreement or to reduce the Aggregate SLOT Capital outstanding in accordance with Section 1.3 hereunder and under the First Lien Receivables Purchase Agreement. If at any time any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the amount of Collections, if any, required to be set aside pursuant to the terms of the First Lien Receivables Purchase Agreement and (ii) Seller hereby requests, and the SLOT Purchaser is hereby deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment") with its share of each and every remaining Collection received by the Servicer (other than remaining Collections set aside to reduce the Aggregate SLOT Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Aggregate SLOT Capital outstanding immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate SLOT Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall apply the amounts set aside during the period since the prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate SLOT Reduction pursuant to Section 1.3 or pursuant to the First Lien Receivables Purchase Agreement, as set forth in Section 4.1(a) of the Intercreditor Agreement.

Amounts paid to the SLOT Agent in accordance with Section 4.1(a) of the Intercreditor Agreement shall be allocated by the SLOT Agent to reduce the Aggregate SLOT Unpaids as provided in the Intercreditor Agreement. If Aggregate SLOT Capital, Yield and other Recourse Obligations under this Agreement shall be reduced to zero, any additional Collections received by the Servicer shall be remitted from the Servicer to Seller on such Settlement Date.

Section 2.3 Collections Following Amortization. On the Amortization Date and on each day thereafter, subject to the Intercreditor Agreement, the Servicer shall set aside and hold in trust for the SLOT Purchaser, all Collections received on each such day and an additional amount for the payment of any accrued and unpaid Recourse Obligations owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date but subject to the Intercreditor Agreement, the Servicer shall, upon the request from time to time by (or pursuant to standing instructions from) the SLOT Agent or pursuant to Section 1.3 apply such set aside amounts to reduce Aggregate SLOT Capital and any other Aggregate SLOT Unpaids.

Section 2.4 Application of Collections. Collections set aside in accordance with Section 2.3 shall be applied on each Settlement Date as set forth in Section 4.1(b) of the Intercreditor Agreement. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds in the following order of priority (or, on any Settlement Date on or prior to the Amortization Date, in the order of priority set forth in Section 4.1(a) of the Intercreditor Agreement):

first, to the SLOT Agent in reimbursement of its reasonable costs of collection and enforcement of this Agreement on behalf of the SLOT Purchaser (including, without limitation, in reimbursement of reasonable fees and expenses of its legal counsel, in connection with such collection and enforcement),

second, to the SLOT Purchaser, in payment of all accrued and unpaid fees under the SLOT Fee Letter and Yield when and as due,

third, to the SLOT Purchaser, in reduction (if applicable) of Aggregate SLOT Capital,

fourth, to the SLOT Purchaser, in payment of all other unpaid Recourse Obligations owing to it, and

fifth, after the Aggregate SLOT Unpaids have been indefeasibly reduced to zero, to Seller.

Section 2.5 Payment Rescission. No payment of any of the Aggregate SLOT Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the SLOT Purchaser the full amount thereof, plus the Default Fee from the date of any such rescission, return or refunding.

Section 2.6 Maximum SLOT Interests. Seller shall ensure that the SLOT Interests do not exceed in the aggregate 100%. If the aggregate of the SLOT Interests exceeds 100%, Seller shall determine the amount that must be applied to the reduction of SLOT Capital of the SLOT Interests to eliminate such excess (the “Mandatory SLOT Reduction Amount"), and Seller shall pay, from funds available to Seller under Sections 2.2 and 2.3, to the SLOT Purchaser, not later than the next Business Day, the Mandatory SLOT Reduction Amount.

Section 2.7 Clean Up Call. Subject to the Intercreditor Agreement: (a) Servicer shall have the right (after providing the SLOT Agent with not less than two (2) Business Days’ prior written notice), at any time following the reduction of the Aggregate SLOT Capital to a level that is less than 10.0% of the original SLOT Purchase Limit, to purchase from the SLOT Agent to the extent of available Collections for this purpose, all, but not less than all, of the then outstanding SLOT Interests; and (b) the aggregate purchase price in respect thereof shall be an amount equal to the Aggregate SLOT Unpaids through the date of such repurchase, payable in immediately available funds. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against the SLOT Purchaser or the SLOT Agent.

ARTICLE III.

[RESERVED]

ARTICLE IV.

FUNDING

Section 4.1 Yield Accrual. SLOT Capital shall accrue Yield for each day during each Accrual Period at LMIR at all times while it is available and otherwise, at the Alternate Base Rate.

Section 4.2 Yield Payments. On each Monthly Payment Date, Seller shall pay to the SLOT Agent an aggregate amount equal to the accrued and unpaid Yield for the Accrual Period then most recently ended in accordance with Article II.

Section 4.3 Suspension of LMIR. If, on any day, the SLOT Purchaser shall have determined (which determination shall be conclusive and binding on Seller) that (a) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LMIR, or (b) LMIR will not adequately and fairly reflect the cost of acquiring or maintaining a SLOT Interest at such rate, the SLOT Purchaser shall give fax or telephonic notice thereto to Seller as soon as practicable thereafter, and all SLOT Capital shall instead accrue Yield at the Alternate Base Rate until such notice is withdrawn.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of the Seller Parties. Each Seller Party hereby represents and warrants to the SLOT Agent and the SLOT Purchaser, as to itself, as of the

date hereof and as of the date of each Incremental SLOT Purchase and the date of each Reinvestment that:

(a) Corporate Existence and Power. Such Seller Party is a corporation duly organized, validly existing and in good standing under the laws of Delaware and no other state or jurisdiction, and such jurisdiction must maintain a public record showing the organization to have been organized. Such Seller Party is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

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).

(g) Accuracy of Information. All information heretofore furnished by such Seller Party or any of its Affiliates to the SLOT Agent or the SLOT Purchaser for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Seller Party or any of its Affiliates to the SLOT Agent or the SLOT Purchaser will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, taken as a whole, not misleading.

(i) Good Title. Immediately prior to each purchase hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except for Adverse Claims created by the Transaction Documents and the First Lien Adverse Claims. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable, its Collections and the Related Security.

(j) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the SLOT Agent for the benefit of the SLOT Purchaser (and the SLOT Agent for the benefit of the SLOT Purchaser shall acquire from Seller) a valid and perfected second priority undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except for Adverse Claims created by the Transaction Documents and the First Lien Adverse Claims. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the SLOT Agent’s (on behalf of the SLOT Purchaser) ownership or security interest in the Receivables, the Related Security and the Collections. Such Seller Party’s jurisdiction of organization is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral.

(k) Places of Business and Locations of Records. The principal places of business and chief executive office of such Seller Party and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which the SLOT Agent has been notified in accordance with Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has been taken and completed. Seller’s Federal Employer Identification Number is correctly set forth on Exhibit III.

(m) Material Adverse Effect. (i) The initial Servicer represents and warrants that since December 31, 2009, no event has occurred that would have a material adverse effect on the financial condition or operations of the initial Servicer and its Subsidiaries or the ability of the initial Servicer to perform its obligations under this Agreement, and (ii) Seller represents and warrants that since the date of this Agreement, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of Seller, (B) the ability of Seller to perform its obligations under the Transaction Documents, or (C) the collectability of the Receivables generally or any material portion of the Receivables.

(p) Not an Investment Company. Such Seller Party is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

Collection Policy, except such change as to which the SLOT Agent has been notified in accordance with Section 7.1(a)(vii).

(s) Payments to the Applicable Originator. With respect to each Receivable transferred to Seller under a Receivables Sale Agreement by the applicable Originator, Seller has given reasonably equivalent value to such Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by any Originator of any Receivable under its Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(v) Aggregate SLOT Interests. Seller has determined that, immediately after giving effect to each purchase hereunder, the aggregate SLOT Interests shall not exceed 100%.

(x) Solvency. After giving effect to (i) the purchase by the Seller of Receivables under the Receivables Sale Agreements, (ii) the sale of SLOT Interests hereunder to occur on such date and to the application of the proceeds therefrom and (iii) the sale of “Purchaser Interests” under (and as defined in) the First Lien Receivables Purchase Agreement to occur on such date and application of the proceeds therefrom, the Seller is and will be Solvent.

Section 5.2 SLOT Purchaser Representations and Warranties. The SLOT Purchaser hereby represents and warrants to the SLOT Agent and the Seller Parties that:

(a) Existence and Power. It is a banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all corporate power to perform its obligations hereunder.

(b) No Conflict. The execution and delivery by it of this Agreement and the performance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its articles of association or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its

property, and do not result in the creation or imposition of any Adverse Claim on its assets. This Agreement has been duly authorized, executed and delivered by the SLOT Purchaser.

(c) Governmental Authorization. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the SLOT Purchaser of this Agreement and the performance of its obligations hereunder.

(d) Binding Effect. This Agreement constitutes the legal, valid and binding obligation of the SLOT Purchaser enforceable against the SLOT Purchaser 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 such enforcement is sought in a proceeding in equity or at law).

ARTICLE VI.

CONDITIONS OF PURCHASES

Section 6.1 Conditions Precedent to Amendment and Restatement. The effectiveness of the amendment and restatement evidenced hereby is subject to the conditions precedent that (a) the SLOT Agent shall have received on or before the date of such purchase those documents listed on Schedule B and (b) the SLOT Agent shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the SLOT Fee Letter.

Section 6.2 Conditions Precedent to All Purchases and Reinvestments. Each purchase of a SLOT Interest and each Reinvestment shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the SLOT Agent on or prior to the date of such purchase or Reinvestment, in form and substance satisfactory to the SLOT Agent, all Settlement Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the SLOT Agent shall have received such other approvals, opinions or documents as it may reasonably request, provided, however, that the SLOT Agent shall not request additional approvals, opinions or documents pursuant to this Section unless there has been a change in applicable law; (d) Wells Fargo shall be a “Committed Purchaser” party to and as defined in the First Lien Receivables Purchase Agreement, provided, however, that this clause (d) shall not be a condition precedent in the event that Wells Fargo (i) is removed as a “Committed Purchaser” (as defined in the First Lien Receivables Purchase Agreement) pursuant to Section 13.2 thereof or (ii) assigns its interest in the First Lien Receivables Purchase Agreement pursuant to Section 12 thereof; and (e) on the date of each such Incremental SLOT Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental SLOT Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Section 5.1(m), are true and correct on and as of the date of such Incremental SLOT Purchase or Reinvestment as though made on and as of such date;

(ii) no event has occurred and is continuing, or would result from such Incremental SLOT Purchase or Reinvestment, that will constitute (A) in the case of an Incremental SLOT Purchase, an Amortization Event or a Potential Amortization Event and (B) in the case of a Reinvestment, an Amortization Event;

(iii) (x) the Aggregate SLOT Capital does not exceed the SLOT Purchase Limit and (y) the “Aggregate Capital” under (and as defined in) the First Lien Receivables Purchase Agreement does not exceed the “Purchase Limit” under (and as defined in) the First Lien Receivables Purchase;

(iv) (x) the aggregate SLOT Interests do not exceed 100%, and (y) the aggregate “Purchaser Interests” under (and as defined in) the First Lien Receivables Purchase do not exceed 100%; and

(v) for Incremental Purchases and Reinvestments occurring on or after April 12, 2010, the SLOT Agent shall have received a written acknowledgement from each Collection Bank consenting to a potential future assignment by the First Lien Agent to the SLOT Agent of all of the First Lien Agent’s rights under each Collection Account Agreement to which such Collection Bank is a party.

It is expressly understood that each Reinvestment shall, unless otherwise directed by the SLOT Agent or the SLOT Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the SLOT Agent, which right may be exercised at any time, to rescind the related purchase and direct Seller to pay to the SLOT Agent for the benefit of the SLOT Purchaser an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.

ARTICLE VII.

COVENANTS

Section 7.1 Affirmative Covenants of the Seller Parties. Until the date on which the Aggregate SLOT Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

end of such year and the related audited consolidated statements of income and of cash flows (or such other similar or additional statement then requested by the SEC for annual reports filed pursuant to the Exchange Act) for the such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, or other material qualification of exception, by independent public accountants of nationally recognized standing, and (B) as soon as available, but in any event within 105 days after the end of each fiscal year of Seller, a copy of the unaudited balance sheet of Seller as at the end of such year and the related unaudited statements of income and of cash flows for the such year, setting forth, in each case, in comparative form the figures for the previous year, if applicable, certified by an Authorized Officer of Seller.

(iv) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished.

(vi) Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the SLOT Agent or the SLOT Purchaser, copies of the same.

(vii) Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectability of the Receivables or decrease the credit quality of any newly created Receivables, requesting the SLOT Agent’ consent thereto.

(viii) Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of such Seller Party as the SLOT Agent may from time to time reasonably request in order to protect the interests of the SLOT Agent and the SLOT Purchaser under or as contemplated by this Agreement.

(b) Notices. Such Seller Party will notify the SLOT Agent in writing of any of the following promptly upon learning of the occurrence thereof (or at such other specified time), describing the same and, if applicable, the steps being taken with respect thereto:

(iii) Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv) Purchase Termination Date. The occurrence of the “Purchase Termination Date” under (and as defined in) any Receivables Sale Agreement.

(v) Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement pursuant to which such Seller Party is a debtor or an obligor.

(viii) First Lien Receivables Purchase Agreement.

(A) The occurrence of each “Amortization Event” and each “Potential Amortization Event” under (and as defined in) the First Lien Receivables Purchase Agreement, accompanied by a statement of an Authorized Officer of such Seller Party.

(B) Written notice and a copy of any request (1) to increase or reduce the “Purchase Limit” or any “Commitment” under (and as defined in) the First Lien Receivables Purchase Agreement, or (2) to amend or otherwise modify the definitions of “Net Receivables Balance,” “Aggregate Reserves” or any component of either of the foregoing definitions, in each case, concurrently with delivery of such request to the First Lien Agent.

(d) Audits. Such Seller Party will furnish to the SLOT Agent from time to time such information with respect to it and the Receivables as the SLOT Agent may reasonably request. Such Seller Party will, from time to time during regular business hours as requested by the SLOT Agent, acting together, upon reasonable notice and at the sole cost of such Seller Party, permit a single firm acting for the SLOT Agent and the First Lien Agent: (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller or the Servicer having knowledge of such matters (the procedures described in the foregoing clauses (i) and (ii) are referred to herein as an “Audit"); provided, however, that until the Discharge of First Lien Obligations, the SLOT Agent shall not conduct any Audit other than such Audits conducted in consultation with the “Agents” under (and as defined in) the First Lien Receivables Purchase Agreement and, in any event, Audits shall be limited to not more than two per calendar year in the aggregate pursuant to the First Lien Receivables Purchase Agreement and the Second Lien Receivables Purchase Agreement, collectively, so long as (i) no Amortization Event has occurred and is continuing and (ii) the immediately preceding Audit was satisfactory to the SLOT Agent in all material respects.

(e) Keeping and Marking of Records and Books.

(i) The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will give the SLOT Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii) Such Seller Party will: (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the SLOT Interests with a legend, acceptable to the SLOT Agent, describing the SLOT Interests and (B) upon the request of the SLOT Agent following the occurrence and during the continuance of any Amortization Event: (x) mark each Contract constituting an instrument or chattel paper with a legend describing the SLOT Interests and (y) deliver to the SLOT Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(g) Performance and Enforcement of Receivables Sale Agreement. Seller will, and will require the applicable Originator to, perform each of their respective obligations and undertakings under and pursuant to the applicable Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to Seller under such Receivables Sale Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the SLOT Agent and the SLOT Purchaser as assignees of Seller) under the Receivables Sale Agreements as the SLOT Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreements.

perfected second priority security interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than the First Lien Adverse Claims or Adverse Claims in favor of the SLOT Agent for the benefit of the SLOT Purchaser (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the SLOT Agent’s (for the benefit of the SLOT Purchaser) interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the SLOT Agent for the benefit of the SLOT Purchaser as the SLOT Agent may reasonably request).

(i) SLOT Purchaser’s Reliance. Seller acknowledges that the SLOT Purchaser is entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from each of the Tenneco Automotive Entities. Therefore, from and after the date of execution and delivery of this Agreement, Seller shall take all reasonable steps, including, without limitation, all steps that the SLOT Agent or Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of each of the Tenneco Automotive Entities and not just a division of any of the Tenneco Automotive Entities. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein:

(E) Seller will ensure that any allocations of direct, indirect or overhead expenses for items shared between Seller and any Tenneco Automotive Entity that are not included as part of the Servicing Fee under (and as defined in) the First Lien Receivables Purchase Agreement) will be made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;

(F) Except as provided in paragraph (E) above regarding the allocation of certain shared overhead items, Seller will pay its own operating expenses and liabilities from its own funds;

(I) All distributions made by Seller to Tenneco Operating as its sole shareholder shall be made in accordance with applicable law;

whether direct or contingent, other than (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (ii) the incurrence of obligations under this Agreement, (iii) the incurrence of obligations, as expressly contemplated in the Receivables Sale Agreement, to make payment to the related Originator thereunder for the purchase of Receivables under the Receivables Sale Agreement, (iv) the incurrence of obligations under the First Lien Receivables Purchase Agreement, and (v) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement; and

(L) Seller will maintain its corporate charter in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its certificate or articles of incorporation or by-laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement; and (2) for so long as this Agreement is in effect, its certificate or articles of incorporation, (x) contains a definition of “Independent Director” identical to the definition of such term contained in the First Lien Receivables Purchase Agreement, (y) provides for not less than ten (10) days’ prior written notice to the secured creditors of the Seller (which notice requirement, for purposes of all the Transaction Documents, shall be satisfied if such prior written notice is delivered to the SLOT Agent) of the replacement or appointment of any director that is to serve or is then serving as an Independent Director for purposes of this Agreement, which notice shall contain a certification by an Authorized Officer of the Seller that the designated Person satisfies the criteria set forth in the definition of “Independent Director” contained in the First Lien Receivables Purchase Agreement and (z) requires as a condition precedent to giving effect to such replacement or appointment that the Seller shall have received written acknowledgement from such creditors that in their reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Director” contained herein (which acknowledgement shall not be unreasonably withheld and shall be promptly provided after receipt of notice by the SLOT Agent from the Seller and, for purposes of all the Transaction Documents, shall be satisfied if such acknowledgement is received by the Seller from the SLOT Agent).

(j) Collections. Such Seller Party will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the SLOT Agent, the SLOT Purchaser, the First Lien Agent and the First Lien Purchasers. Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except, subject to the Intercreditor Agreement, to the First Lien Agent as contemplated by the First Lien Receivables Purchase Agreement or the SLOT Agent as contemplated by this Agreement.

Section 7.2 Negative Covenants of the Seller Parties. Until the date on which the Aggregate SLOT Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:

(a) Name Change, Offices and Records. Such Seller Party will not (i) change its name, identity or corporate structure (within the meaning of Article 9 of any applicable enactment of the UCC) or at any time while the location of its chief executive office is relevant to perfection of any interest in the Receivables, relocate its chief executive office or (ii) change any office where Records are kept, unless it shall have: (A) given the SLOT Agent at least forty-five (45) days’ prior written notice thereof and (B) delivered to the SLOT Agent all financing statements, instruments and other documents requested by the SLOT Agent in connection with such change or relocation.

(b) Change in Payment Instructions to Obligors. Except as may be required by the SLOT Agent pursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the SLOT Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c) Modifications to Contracts and Credit and Collection Policy. Such Seller Party will not, without the SLOT Agent’s consent, make any change to the Credit and Collection Policy that could reasonably be expected to adversely affect the collectability of the Receivables or decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(d), the Servicer will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d) Sales, Liens. Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the SLOT Agent and the SLOT Purchaser provided for herein and the First Lien Adverse Claims), and Seller will defend the right, title and interest of the SLOT Agent and the SLOT Purchaser in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator. Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory.

(e) Net Receivables Balance; Aggregate SLOT Interests. At no time prior to the Amortization Date shall Seller permit (i) the Net Receivables Balance to be less than an amount equal to the sum of (A) the Aggregate Capital plus (B) the Aggregate Reserves, or (ii) the aggregate SLOT Interests to exceed 100%.

(f) Termination Date Determination. Seller will not designate the “Termination Date” (as such term is defined in any Receivables Sale Agreement), or send any written notice to the Originators in respect thereof, without the prior written consent of the SLOT Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of any Receivables Sale Agreement.

(h) Amendments to First Lien Transaction Documents. Seller will not amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of the First Lien Transaction Documents except for amendments, modifications and other changes expressly permitted by the Intercreditor Agreement.

ARTICLE VIII.

ADMINISTRATION AND COLLECTION

Section 8.1 Designation of Servicer. The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer") so designated from time to time in accordance with this Section 8.1. Tenneco Operating is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. Subject to the terms of the Intercreditor Agreement, following a Discharge of the First Lien Obligations, the SLOT Agent may at any time when an Amortization Event has occurred and is continuing designate as Servicer any Person to succeed Tenneco Operating or any successor Servicer.

Section 8.2 Duties of Servicer.

(b) The Servicer will instruct Seller or Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall effect a Collection Account Agreement substantially in the form of Exhibit VI to the First Lien Receivables Purchase Agreement with each bank party to a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances.

(c) The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall set aside and hold in trust for the account of Seller and the SLOT Purchaser their respective shares of the Collections in accordance with Article II. Subject to the Intercreditor Agreement, the Servicer shall, upon the request of the SLOT Agent after the occurrence and during the continuance of an Amortization Event, segregate, in a manner acceptable to the SLOT Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the SLOT Agent such allocable share of Collections of Receivables set aside for the SLOT Purchaser as soon as possible, but no later than two (2) Business Days following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

(d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Charged-Off Receivable or limit the rights of the SLOT Agent or the SLOT Purchaser under this Agreement. Notwithstanding anything to the contrary contained herein at any time that an Amortization Event has occurred and is continuing, the SLOT Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

(e) The Servicer shall hold in trust for Seller and the SLOT Purchaser all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the SLOT Agent, deliver or make available to the SLOT Agent all such Records, at a place selected by the SLOT Agent. The Servicer shall, as soon as practicable following receipt thereof turn over to Seller any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time

at the request of the SLOT Purchaser, furnish to the SLOT Purchaser (promptly after any such request) a calculation of the amounts set aside for the SLOT Purchaser pursuant to Article II.

(f) Any payment by an Obligor in respect of any indebtedness owed by it to any Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the SLOT Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 8.3 Collection Notices. Subject to the Intercreditor Agreement and after the Discharge of the First Lien Obligations, the SLOT Agent is authorized at any time to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the SLOT Agent for the benefit of the SLOT Purchaser, effective when the SLOT Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the SLOT Agent, and agrees that, subject to the Intercreditor Agreement and after the Discharge of the First Lien Obligations, the SLOT Agent shall be entitled after the occurrence and during the continuance of an Amortization Event to (i) endorse Seller’s and the applicable Originator’s name on checks and other instruments representing Collections, (ii) enforce the Receivables, the related Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the SLOT Agent rather than Seller. If an Originator identifies, to the satisfaction of the SLOT Agent, any remittances received in any Lock-Box or Collection Account as not constituting Collections or other proceeds of the Receivables and Related Security, the SLOT Agent shall promptly remit (or instruct the applicable Collection Bank to remit) such remittances to such Originator.

Section 8.4 Responsibilities of Seller. Anything herein to the contrary notwithstanding, the exercise by the SLOT Agent and the SLOT Purchaser of their rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The SLOT Purchaser shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

Section 8.5 Portfolio Reports. The Servicer shall prepare and forward to the SLOT Agent (i) on or before each Monthly Reporting Date, a Monthly Report for the month then most recently ended, (ii) during each (A) Level Two Ratings Period and (B) Level Three Ratings Period, unless at any time during any such Level Three Ratings Period, the SLOT Agent shall have requested that Daily Reports be delivered pursuant to the immediately succeeding clause (iii) of this paragraph, on Monday of each week with respect to and as of the end of the immediately preceding calendar week, a Weekly Report, (iii) during each Level Three Ratings Period with respect to which the SLOT Agent shall have requested that Daily Reports be delivered pursuant to this clause (iii) of this paragraph, on each Daily Reporting Date with respect to and as of the preceding Business Day, a Daily Report and (iv) at such times as the

SLOT Agent shall request, a listing by Obligor of all Receivables together with an aging of such Receivables. For purposes of this Section 8.5, if at any time, Tenneco Automotive’s long-term debt ratings fall within different categories and as a result thereof more than one Ratings Period then applies, the Ratings Period corresponding to the lower long-term debt rating shall control.

ARTICLE IX.

AMORTIZATION EVENTS

Section 9.1 Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:

(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when due, and, except in the case of a payment of Capital, such failure shall continue for five (5) consecutive days after the date when due, provided that until the Discharge of the First Lien Obligations, any failure to make any payment or deposit hereunder after the Amortization Date (but only so long as no Amortization Event then exists other than pursuant to this clause (a)(i)) shall not constitute an Amortization Event under this Agreement,, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for ten (10) consecutive Business Days after notice from Buyer or any of its assigns.

(c) The Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall (i) default in making any payment of principal of any Indebtedness (including any Contingent Obligation but excluding the Indebtedness under the First Lien Receivables Purchase Agreement) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness (excluding the Indebtedness under the First Lien Receivables Purchase Agreement) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition related to any such Indebtedness (excluding the First Lien Receivables Purchase Agreement) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable; provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (c) shall not at any time constitute an Amortization Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) or (iii) of this paragraph (c) shall have occurred and be continuing with respect to Indebtedness the aggregate

outstanding principal amount of which exceeds in the aggregate $50,000,000 for the Performance Guarantor and its Subsidiaries, taken as a whole.

(e) (x) Seller shall fail to comply with the terms of Section 2.6 hereof or (y) the “Purchaser Interests” under (and as defined in) the First Lien Receivables Purchase Agreement shall exceed 100% and such excess shall not have been eliminated as of the close of business on the immediately succeeding Business Day.

(f) As at the end of any month:

(i) the average of the Delinquency Ratio for each of the three (3) months then most recently ended shall exceed 3.00%,

(ii) the average of the Loss-to-Liquidation Ratio for each of the three (3) months then most recently ended shall exceed 2.00%, or

(iii) the average of the Dilution Ratio for each of the three (3) months then most recently ended shall exceed 4.00% for any three-month period.

(g) A Change of Control shall occur.

(h) (i) Seller or any Originator shall fail to observe any provision of such Originator’s Receivables Sale Agreement, or (ii) Seller or any Originator shall give up its rights

under such Receivables Sale Agreement with regard to any failure of the type described in clause (i) hereof.


Period	Consolidated Net Leverage Ratio
First Quarter 2010		5.50 to 1.00
Second Quarter 2010		5.00 to 1.00
Third Quarter 2010		4.75 to 1.00
Fourth Quarter 2010		4.50 to 1.00
First Quarter 2011		4.00 to 1.00
Second Quarter 2011		3.75 to 1.00
Third and Fourth Quarters 2011		3.50 to 1.00
Fiscal Year 2012 and thereafter		3.50 to 1.00


Period	Consolidated Interest Coverage Ratio
First Quarter 2010		2.00 to 1.00
Second Quarter 2010		2.25 to 1.00
Third Quarter 2010		2.30 to 1.00
Fourth Quarter 2010		2.35 to 1.00
First Quarter 2011		2.55 to 1.00
Second Quarter 2011		2.55 to 1.00
Third and Fourth Quarters 2011		2.55 to 1.00
Fiscal Year 2012 and thereafter		2.75 to 1.00

(j) [Reserved].

(l) The “Purchase Termination Date” under (and as defined in) any Receivables Sale Agreement shall occur or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under its Receivables Sale Agreement.

(m) The “Amortization Date” shall have occurred under (and as defined in) the First Lien Receivables Purchase Agreement pursuant to clause (ii) or (iii) thereof.

(n) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the SLOT Agent for the benefit of the SLOT Purchaser shall cease to have a valid and perfected second priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.

(p) Seller shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Intercreditor Agreement, or the Intercreditor Agreement shall cease to be effective or to be the legally valid, binding and enforceable obligation of the parties thereto, or the Seller shall directly or indirectly contest in any manner the effectiveness, validity, binding nature or enforceability of the Intercreditor Agreement.

(q) Any Person shall be appointed as an Independent Director of the Seller without prior notice thereof having been given to the SLOT Agent in accordance with Section 7.1(b)(vii) of this Agreement or without the written acknowledgement by the SLOT Agent that in their reasonable judgment such Person satisfies the criteria set forth in the definition of “Independent Director” contained herein.

Section 9.2 Remedies. Upon the occurrence and during the continuation of an Amortization Event and, in each case, subject to the Intercreditor Agreement, the SLOT Agent may, take any of the following actions: (i) replace the Person then acting as Servicer, (ii) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party; provided, however, that upon the occurrence of an Amortization Event described in Section 9.1(d)(ii), or of an actual or deemed entry of an order for relief with respect to any Seller Party under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller Party, (iii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any of the Aggregate SLOT Unpaids outstanding at such time in lieu of any Yield that would otherwise be accruing on such Aggregate SLOT Unpaids, (iv) if it has not already done so, deliver the Collection Notices to the Collection Banks, and (v) notify Obligors of the SLOT Purchaser’s interest in the Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the SLOT Agent and the SLOT Purchaser, otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE X.

INDEMNIFICATION

Section 10.1 Indemnities by the Seller Parties. Without limiting any other rights that the SLOT Agent or the SLOT Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and subject to the Intercreditor Agreement, pay upon demand to) each of the SLOT Agent and the SLOT Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the SLOT Agent or the SLOT Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by the SLOT Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder, excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

(c) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the SLOT Purchaser of SLOT Interests as a loan or loans by the SLOT Purchaser to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections;

provided, however, that nothing contained in this sentence shall limit the liability of any Seller Party or limit the recourse of the SLOT Purchaser to any Seller Party for amounts otherwise specifically provided to be paid by such Seller Party under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Seller shall indemnify the SLOT Agent and the SLOT Purchaser for Indemnified Amounts relating to or resulting from:

(vi) the commingling of Collections of Receivables at any time with other funds;

(vii) the Transaction Documents, the transactions contemplated thereby, the use of the proceeds of an Incremental SLOT Purchase or a Reinvestment, the ownership of the SLOT Interests or any other investigation, litigation or proceeding relating to Seller, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(ix) any Amortization Event described in Section 9.1(d);

(x) any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from the applicable Originator, free and clear of any Adverse Claim (other Adverse Claims created under the Transaction Documents and the First Lien Adverse Claims); or any failure of Seller to give reasonably equivalent value to such Originator under the applicable Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

(xi) any failure to vest and maintain vested in the SLOT Agent for the benefit of the SLOT Purchaser, or to transfer to the SLOT Agent for the benefit of the SLOT Purchaser, legal and equitable title to, and ownership of, a second priority perfected undivided

percentage ownership interest (to the extent of the SLOT Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except for Adverse Claims created by the Transaction Documents and First Lien Adverse Claims);

(xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Incremental SLOT Purchase or Reinvestment or at any subsequent time;

(xiii) any action or omission by any Seller Party which reduces or impairs the rights of the SLOT Agent or the SLOT Purchaser with respect to any Receivable or the value of any such Receivable;

(xiv) any attempt by any Person to void any Incremental SLOT Purchase or Reinvestment hereunder under statutory provisions or common law or equitable action; and

(xv) the failure of any Receivable included in the calculation of the Net Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so included.

Section 10.2 Increased Cost and Reduced Return If any Regulatory Change, except for changes in the rate of tax on the overall net income of the SLOT Purchaser or Affected Entity or taxes excluded by Section 10.1, (i) subjects the SLOT Purchaser or any Affected Entity to any charge or withholding on or with respect to this Agreement or the SLOT Purchaser’s or an Affected Entity’s obligations under this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to the SLOT Purchaser or any Affected Entity of any amounts payable under this Agreement or (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Entity or the SLOT Purchaser, or credit extended by an Affected Entity or the SLOT Purchaser pursuant to this Agreement or (iii) imposes any other condition affecting this Agreement and the result of any of the foregoing is to increase the cost to an Affected Entity or the SLOT Purchaser of performing its obligations under this Agreement, or to reduce the rate of return on an Affected Entity’s or the SLOT Purchaser’s capital as a consequence of its obligations under this Agreement, or to reduce the amount of any sum received or receivable by an Affected Entity or the SLOT Purchaser under this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it then, subject to the Intercreditor Agreement, on the forty-fifth (45^th) day after demand by the SLOT Agent for the period of up to ninety (90) days prior to the date on which such demand was made, Seller shall pay to the SLOT Agent, for the benefit of the relevant Affected Entity or the SLOT Purchaser, such amounts charged to such Affected Entity or the SLOT Purchaser or such amounts to otherwise compensate such Affected Entity or the SLOT Agent for such increased cost or such reduction; provided that in determining such amount, the SLOT Agent will reasonably apportion such costs among Seller and the SLOT Agent’s other customers with similarly-impacted receivables purchase or credit facilities. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable

law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency made or issued after the date hereof, or (iii) the compliance after the date hereof, by any Affected Entity or the SLOT Purchaser with the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, or any rules or regulations promulgated in connection therewith by any such agency.

(b) A certificate of the SLOT Purchaser or Affected Entity setting forth in reasonable detail the amount or amounts payable to the SLOT Agent or Affected Entity pursuant to paragraph (a) of this Section 10.2 and explaining the manner in which such amount was determined shall be delivered to the Seller and shall be conclusive absent manifest error. The Seller shall pay the SLOT Agent or Affected Entity the amount as due on any such certificate on the next Settlement Date following receipt of such notice.

Section 10.3 Other Costs and Expenses. Subject to the Intercreditor Agreement, Seller shall pay to the SLOT Agent on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, amendment, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of the SLOT Agent’s auditors auditing the books to the extent permitted under Section 7.1(d), records and procedures of Seller, reasonable fees and out-of-pocket expenses of a legal counsel for the SLOT Agent (which such counsel may be employees of the SLOT Purchaser or the SLOT Agent) with respect thereto and with respect to advising the SLOT Agent as to its respective rights and remedies under this Agreement. Seller shall pay to the SLOT Agent on demand any and all reasonable costs and expenses of the SLOT Agent and the SLOT Purchaser, if any, including reasonable counsel fees and expenses of a common legal counsel, or if such common legal counsel determines that it cannot continue representation due to a business or ethical conflict and Wells Fargo or an Affiliate thereof ceases to be the SLOT Agent or, if Wells Fargo or an Affiliate thereof is the SLOT Agent, the SLOT Purchaser is an entity other than or in addition to Wells Fargo or an Affiliate thereof, separate legal counsel for the SLOT Agent, in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

ARTICLE XI.

THE SLOT AGENT

Section 11.1 Appointment.

(a) The SLOT Purchaser hereby irrevocably designates and appoints Wells Fargo as SLOT Agent hereunder and under the other Transaction Documents to which the SLOT Agent is a party, and authorizes the SLOT Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the SLOT Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the SLOT Agent shall not have any duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the SLOT Agent shall be read into any Transaction Document or otherwise exist against the SLOT Agent.

(b) The provisions of this Article XI are solely for the benefit of the SLOT Agent and the SLOT Purchaser, and neither the Seller nor the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which the SLOT Agent or SLOT Purchaser may have to either the Seller or the Servicer under the other provisions of this Agreement. This Article XI is intended solely to govern the relationship between the SLOT Agent, on the one hand, and the SLOT Purchaser, on the other.

(c) In performing its functions and duties hereunder, the SLOT Agent shall act solely as the agent of the SLOT Purchaser and does not assume and shall not be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or the Servicer or any of their respective successors and assigns.

Section 11.2 Delegation of Duties. The SLOT Agent may execute any of its duties under the applicable Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The SLOT Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 11.3 Exculpatory Provisions. Neither the SLOT Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them or any Person described in Section 11.2 under or in connection with this Agreement (except for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner to any of the SLOT Purchaser for any recitals, statements, representations or warranties made by the Seller contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of either the Seller or the Servicer to perform its respective

obligations hereunder, or for the satisfaction of any condition specified in Article VI, except receipt of items required to be delivered to the SLOT Agent. The SLOT Agent shall not be under any obligation to the SLOT Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Seller or the Servicer.

Section 11.4 Reliance by SLOT Agent. As between the SLOT Agent and the SLOT Purchaser:

(a) The SLOT Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telecopy or telex message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Seller or the Servicer), independent accountants and other experts selected by the SLOT Agent. The SLOT Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of such of the SLOT Purchaser, as it shall determine to be appropriate under the relevant circumstances, or it shall first be indemnified to its satisfaction by the SLOT Purchaser against any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action.

(b) Any action taken by the SLOT Agent in accordance with Section 11.4(a) shall be binding upon the SLOT Purchaser.

Section 11.5 Notice of Seller Defaults. The SLOT Agent shall not be deemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event unless the SLOT Agent has received notice from the SLOT Purchaser, the Seller or the Servicer referring to this Agreement, stating that a Amortization Event or Potential Amortization Event has occurred hereunder and describing such Amortization Event or Potential Amortization Event. In the event that the SLOT Agent receives such a notice, it shall promptly give notice thereof to the SLOT Purchaser. The SLOT Agent may exercise any rights and remedies provided to the SLOT Agent under the Transaction Documents or at law or equity with respect to such Amortization Event or Potential Amortization Event, provided that the SLOT Agent is indemnified to its satisfaction by the SLOT Purchaser against any and all liability, cost and expense which may be incurred by it by reason of such exercise of rights and remedies and/or taking any such action.

Section 11.6 Non-Reliance on the SLOT Purchaser. The SLOT Purchaser expressly acknowledges that neither the SLOT Agent, nor any of the SLOT Agent’s respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the SLOT Agent hereafter taken, including, without limitation, any review of the affairs of the Seller, the Servicer or the Originators, shall be deemed to constitute any representation or warranty by the SLOT Agent. The SLOT Purchaser also represents and warrants to the SLOT Agent that it has, independently and without reliance upon any other Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects,

financial and other conditions and creditworthiness of the Seller, the Servicer and the Originators and made its own decision to enter into this Agreement. The SLOT Purchaser also represents that it will, independently and without reliance upon the SLOT Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of the Seller, the Servicer and the Originators. The SLOT Agent, the SLOT Purchaser and their respective Affiliates, shall have no duty or responsibility to provide any party to this Agreement with any credit or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness of the Seller, the Servicer and the Originators which may come into the possession of such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates, except that the SLOT Agent shall promptly distribute to the SLOT Purchaser, copies of financial and other information expressly provided to it by either of the Seller or the Servicer pursuant to this Agreement.

Section 11.7 Indemnification of the SLOT Agent. The SLOT Purchaser hereby agrees to indemnify (a) the SLOT Agent, and (b) the officers, directors, employees, representatives and agents of the SLOT Agent (to the extent not reimbursed by the Seller or the Servicer and without limiting the obligation of the Seller or the Servicer to do so), ratably in accordance with their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the SLOT Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the SLOT Agent or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against the SLOT Agent or such Person as a result of, or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other document furnished in connection herewith (but excluding any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the bad faith, gross negligence or willful misconduct of the SLOT Agent or such Person as finally determined by a court of competent jurisdiction).

Section 11.8 SLOT Agent in its Individual Capacity. The SLOT Agent in its individual capacity and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Seller, the Servicer, the Originators and their Affiliates as though the SLOT Agent were not the SLOT Agent hereunder.

Section 11.9 UCC Filings. The SLOT Purchaser hereby expressly recognizes and agrees that the SLOT Agent may be listed as the assignee or secured party of record on the various UCC filings required to be made under the Transaction Documents in order to perfect its interests in the Receivables, the Collections, each Collection Account and all Related Security, that such listing shall be for administrative convenience only in creating a record or nominee holder to take certain actions hereunder on behalf of the SLOT Purchaser and that such listing will not affect in any way the status of the SLOT Purchaser as the true party in interest with respect to the collateral covered thereby. In addition, such listing shall impose no duties on the

SLOT Agent other than those expressly and specifically undertaken in accordance with this Article XI.

Section 11.10 Successor SLOT Agent. If the SLOT Agent or its holding company is merged with or into any other Person, the SLOT Agent may, upon five days’ notice to the Seller, assign its rights and obligations hereunder to the survivor of such merger or any of its bank Affiliates. After the effectiveness of the assigning SLOT Agent’s assignment hereunder, the assigning SLOT Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and the provisions of this Article XI and Article X shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was the SLOT Agent under this Agreement and under the other Transaction Documents.

Section 11.11 Intercreditor Agreement. The SLOT Purchaser hereby acknowledges and consents to the terms and conditions set forth in the Intercreditor Agreement and instructs and directs the SLOT Agent to execute the Intercreditor Agreement.

ARTICLE XII.

ASSIGNMENTS; PARTICIPATIONS

Section 12.1 Assignments.

(a) Each of the Seller Parties hereby consents to the complete or partial assignment by Wells Fargo to any “Committed Purchaser” party to and as defined in the First Lien Receivables Purchase Agreement of all or any portion of its rights and obligations hereunder. Upon each such assignment pursuant to this Section 12.1(a), Wells Fargo shall be released from its obligations so assigned. Further, each of the other parties hereby agrees that any assignee of Wells Fargo of this Agreement or all or any of its SLOT Interests shall have all of the rights and benefits under this Agreement as if references to “Wells Fargo” or the “SLOT Purchaser” explicitly referred to such assignee, and no such assignment shall in any way impair the rights and benefits of Wells Fargo hereunder. Neither of the Seller Parties nor (except as set forth in Section 11.10) the SLOT Agent shall have the right to assign its rights or obligations under this Agreement.

Section 12.2 Participations. The SLOT Purchaser may, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant”) participating interests in the SLOT Interests or any other interest of the SLOT Purchaser hereunder. Notwithstanding any such sale by the SLOT Purchaser of a participating interest to a Participant, the SLOT Purchaser’s rights and obligations under this Agreement shall remain unchanged, the SLOT Purchaser shall remain solely responsible for the performance of its obligations hereunder, and the Seller Party and the SLOT Agent shall continue to deal solely and directly with the SLOT Purchaser in connection with the SLOT Purchaser’s rights and obligations under this Agreement. The SLOT Purchaser agrees that any agreement between the SLOT Purchaser and any such Participant in respect of such participating interest shall not restrict the SLOT Purchaser’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification (A) that would extend the date of any payment or deposit of Collections by Seller or the Servicer, (B) reduce the rate or extend the time

of payment of Yield (or any component of Yield), (C) reduce any fee payable to or for the benefit of the SLOT Purchaser, (D) except pursuant to Article XII hereof, change the amount of the Capital or Commitment of the SLOT Purchaser, (E) amend, modify or waive any provision of this Section 12.2, (F) consent to or permit the assignment or transfer by Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Minimum Receivable Amount” or any component thereof, or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses.

ARTICLE XIII.

[RESERVED]

ARTICLE XIV.

MISCELLANEOUS

Section 14.1 Waivers and Amendments.

(a) No failure or delay on the part of the SLOT Agent or the SLOT Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by each of the parties hereto in accordance with the provisions of the Intercreditor Agreement.

Section 14.2 Notices. Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 14.2. Seller hereby authorizes the SLOT Agent to effect purchases based on telephonic notices made by any Person whom the SLOT Agent in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to the SLOT Agent a written confirmation of each telephonic notice signed by an authorized officer of Seller; provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the SLOT Agent, the records of the SLOT Agent shall govern absent manifest error.

Section 14.3 [Reserved].

Section 14.4 Protection of Ownership Interests of the SLOT Purchaser.

(a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the SLOT Agent may request, to perfect, protect or more fully evidence the SLOT Interests, or to enable the SLOT Agent or the SLOT Purchaser to exercise and enforce their rights and remedies hereunder. At any time when an Amortization Event has occurred and is continuing, the SLOT Agent may, or the SLOT Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller’s expense, of the ownership or security interests of the SLOT Purchaser under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the SLOT Agent or its designee. Seller or the Servicer (as applicable) shall, at the SLOT Purchaser’s request, withhold the identity of the SLOT Purchaser in any such notification.

(b) If any Seller Party fails to perform any of its obligations hereunder, the SLOT Agent may (but shall not be required to) perform, or cause performance of, such obligations, and the SLOT Agent’s costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 10.3. Each Seller Party irrevocably authorizes the SLOT Agent at any time and from time to time in the sole discretion of the SLOT Agent, and appoints the SLOT Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf of Seller as debtor (if required) and to file financing statements necessary or desirable in the SLOT Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the SLOT Purchaser in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the SLOT Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the SLOT Purchaser in the Receivables. This appointment is coupled with an interest and is irrevocable. Each of the Seller Parties hereby (A) authorizes the SLOT Agent to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Seller Party, in such form and in such offices as the SLOT Agent reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Agent hereunder, (B) acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent, consenting to the form and substance of such filing or recording document, and (C) approves, authorizes and ratifies any filings or recordings made by or on behalf of the SLOT Agent in connection with the perfection of the security interest in favor of Seller or the SLOT Agent.

Section 14.5 Confidentiality.

(a) Each Seller Party and the SLOT Purchaser shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the SLOT Agent and its businesses obtained by it or them in connection with the structuring, negotiating and execution of the

transactions contemplated herein, except that such Seller Party and the SLOT Purchaser and its officers and employees may disclose such information to such Seller Party’s and the SLOT Agent’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b) Each of the SLOT Agent and the SLOT Purchaser agrees to keep confidential all non-public information provided to it by either Seller Party pursuant to this Agreement that is designated by such Seller Party as confidential.

(c) Each of the Seller Parties, the SLOT Agent and the SLOT Purchaser hereby consents to the disclosure of any nonpublic information with respect to it (i) to Performance Guarantor, the SLOT Agent and the SLOT Purchaser, (ii) to any Person to whom disclosure is permitted under Section 14.15 of the First Lien Receivables Purchase and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing; provided that each such Person is informed of the confidential nature of such information. In addition, the SLOT Purchaser and the SLOT Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

Section 14.6 [Reserved].

Section 14.7 Limitation of Liability. Except with respect to any claim arising out of the willful misconduct or gross negligence of the SLOT Agent or the SLOT Purchaser, no claim may be made by any Seller Party or any other Person against the SLOT Agent or the SLOT Purchaser or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Seller Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 14.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE SLOT AGENT OR THE SLOT PURCHASER OR ANY AFFILIATE OF THE SLOT AGENT OR THE SLOT PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

Section 14.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 14.11 Integration; Binding Effect; Survival of Terms.

Section 14.13 Characterization.

(a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the

applicable Purchaser with the full benefits of ownership of an interest in the applicable SLOT Interest. Except as specifically provided in this Agreement, each sale of a SLOT Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to the SLOT Purchaser and the SLOT Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by the SLOT Purchaser or SLOT Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

(b) In addition to any ownership interest which the SLOT Agent may from time to time acquire pursuant hereto, Seller hereby grants to the SLOT Agent for the ratable benefit of the SLOT Purchaser, a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate SLOT Unpaids. The SLOT Agent and the SLOT Purchaser shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

(c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the SLOT Agent or the SLOT Purchaser hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs.

Section 14.14 Federal Reserve. Notwithstanding any other provision of this Agreement to the contrary, the SLOT Purchaser may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any SLOT Interest and any rights to payment of Capital and Yield) under this Agreement to secure obligations of the SLOT Purchaser to a Federal Reserve Bank, without notice to or consent of the Seller or the SLOT Agent; provided that no such pledge or grant of a security interest shall release the SLOT Purchaser from any of its obligations hereunder, or substitute any such pledgee or grantee for the SLOT Purchaser as a party hereto.

Section 14.15 Intercreditor Agreement(a) . Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Agent hereunder are subject to the provisions of the Intercreditor Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers or signatories as of the date hereof.


TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation
By:
Name:
Title:


Address:	500 North Field Drive
	Lake Forest, IL 60045

	Attention:	John E. Kunz
	Phone:	(847) 482-5163
	Fax:	(847) 482-5125

TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
a Delaware corporation



By:
Name:
Title:


Address:	500 North Field Drive
	Lake Forest, IL 60045

	Attention:	John E. Kunz
	Phone:	(847) 482-5163
	Fax:	(847) 482-5125

WELLS FARGO BANK, N.A., individually and as SLOT Agent



By:
Name:
Title:


Address:		Wells Fargo Bank, N.A.
		6 Concourse Parkway, Suite 1450
		Atlanta, Georgia 30328
		Attn: Eero Maki
		Fax: (404) 732-0801

EXHIBIT I

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Accrual Period” means each calendar month.

“Adjusted Overconcentration Amount” means, at any time, the aggregate for all Obligors of the sum, with respect to each Obligor, of the excess, if any, of (a) the aggregate Outstanding Balance of all Eligible Receivables of such Obligor and its Affiliates, after subtracting the Pass-Through Reserve, the Warranty Reserve and the Price Give-Back Accrual, in each case, allocated to the Receivables of such Obligor and its Affiliates, if any, over (b) the Adjusted Concentration Limit for such Obligor and its Affiliates.

“Adjusted Concentration Limit” means, at any time, for any Obligor, 10.0% 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.

“Adjusted Net Receivables Balance” means, at any time, the result of (a) the aggregate Outstanding Balance of all Eligible Receivables, minus (b) the Adjusted Overconcentration Amount, minus (c) the Pass-Through Reserve at such time, minus (d) the Warranty Reserve at such time, minus (e) Price Give-Back Accrual at such time minus (f) the Sales-Promotion Reserve; provided, however, that the sum of the Pass-Through Reserve, the Price Give-Back Accrual, the Warranty Reserve, the Sales-Promotion Reserve and the Adjusted Overconcentration Amount attributable to any Obligor shall not exceed the aggregate Outstanding Balance of all Eligible Receivables for such Obligor included in the calculation of the Adjusted Net Receivables Balance.

“Advance Ineligibles” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Adverse Claim” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Affected Entity” means any bank holding company in respect of the SLOT Purchaser.

“Affiliate” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Aggregate Capital” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Aggregate Reserves” means, on any date of determination, the sum of the Loss Reserve, the Dilution Reserve and the Servicer Reserve.

“Aggregate SLOT Capital” means, on any date of determination, the aggregate amount of SLOT Capital of all SLOT Interests outstanding on such date.

“Aggregate SLOT Reduction” has the meaning specified in Section 1.3.

“Aggregate SLOT Unpaids” means, at any time, an amount equal to the sum of all Aggregate SLOT Capital plus all accrued and unpaid Recourse Obligations (whether due or accrued) at such time.

“Agreement” means this SLOT Receivables Purchase Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.

“Alternate Base Rate” means a rate per annum equal to the sum of (a) the greatest of (i) the prime rate of interest announced from time to time by Wells Fargo or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes, (ii) the Federal Funds Effective Rate plus 0.50%, and (iii) the one-month “Eurodollar Rate” for U.S. dollar deposits as reported on the Reuters Screen LIBOR01 Page (or such other page as may replace Reuters Screen LIBOR01 Page), plus (b) the Applicable Margin.

“Amortization Date” means the earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 9.1(d)(ii), (iii) the Business Day specified in a written notice from the SLOT Agent following the occurrence of any other Amortization Event, and (iv) the date which is thirty (30) Business Days after the SLOT Agent’s receipt of written notice from Seller that it wishes to terminate the facility evidenced by this Agreement.

“Amortization Event” has the meaning specified in Article IX.

“Applicable Margin” has the meaning specified in the SLOT Fee Letter.

“Assignment Agreement” has the meaning set forth in Section 12.1(b).

“Authorized Officer” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Business Day” means any day on which banks are not authorized or required to close in New York, New York or Chicago, Illinois, and, if the applicable Business Day relates to any computation or payment to be made with respect to LMIR, any day on which dealings in dollar deposits are carried on in the London interbank market.

“Calculated SLOT Amount” means, on any date of determination, the sum of (i) the Canadian Advance Amount, (ii) the Extra Special Concentration Amount, and (iii) the Surplus Required Reserve Amount.

“Canadian Advance Amount” means 70% of the amount reported under the First Lien Receivables Purchase Agreement as being ineligible as a result of being denominated in

Canadian dollars (excluding the portion thereof for which the Obligor is General Motors Company or one of its Affiliates).

“Capital Stock” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Change of Control” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Charged-Off Receivable” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Collection Account” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Collection Account Agreement” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Collection Bank” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Collection Notice” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Collections” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Commitment” means the commitment of the SLOT Purchaser to purchase interest in SLOT Interests from Seller in an amount not to exceed in the aggregate, the amount set forth opposite its name on Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof .

“Concentration Limit” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Contingent Obligation” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Contract” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Credit and Collection Policy” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Daily Report” means a “Daily Report” means as defined in the First Lien Receivables Purchase Agreement, furnished by the Servicer to the SLOT Agent pursuant to Section 8.5.

“Daily Reporting Date” means (i) each Business Day on which Aggregate SLOT Capital is greater than zero as of the end of such Business Day or (ii) each of the two (2) Business Days immediately prior to the date upon which there is an Incremental SLOT Purchase, regardless of whether Aggregate SLOT Capital is greater than zero.

“Deemed Collections” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Default Fee” means with respect to any amount due and payable by Seller in respect of any Aggregate SLOT Unpaids, an amount equal to the greater of (i) $1,000 and (ii) interest on any such unpaid Aggregate SLOT Unpaids at a rate per annum equal to 2% above the Alternate Base Rate.

“Default Ratio” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Delinquency Ratio” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Delinquent Receivable” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Dilution Ratio” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Dilution Reserve” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Dilutions” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Discharge of First Lien Obligations” has the meaning set forth in the Intercreditor Agreement.

“Discount Rate” means (a) LMIR or (b) solely if LMIR is unavailable, the Alternate Base Rate.

“Eligible Receivable” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Exchange Act” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Extra Special Concentration Amount” means, on any date of determination, for each of the following Obligors, the excess, if any, of (a) the product of (i) the percentage for such Obligor and its Affiliates set forth in the table below (the “Extra Special Concentration Limit”) and (ii) (A) for each of General Motors Company and its Affiliates and Ford Motor Company and its Affiliates, the aggregate Outstanding Balance of all Eligible Receivables, (B) for

Advance Stores Company, Inc. and its Affiliates, the aggregate Outstanding Balance of all Eligible Receivables after subtracting the Pass Through Reserve, the Warranty Reserve, the Sales-Promotion Reserve, the Advance Ineligibles and the Price Give Back Accrual, and (C) for all other listed Obligors and their Affiliates, the aggregate Outstanding Balance of all Eligible Receivables minus the sum of the Pass Through Reserve, the Warranty Reserve, the Sales Promotion Reserve and the Price Give Back Accrual, over (b) the “Overconcentration Amount” under (and as defined in) the First Lien Receivables Purchase Agreement for such Obligor as determined under the First Lien Receivables Purchase Agreement:


	Extra Special
Obligor	Concentration Limit
General Motors Company and Affiliates		7.0	%

Ford Motor Company and Affiliates		7.0	%

Genuine Auto Parts (NAPA) and Affiliates		8.0	%

Advance Stores Company, Inc. and Affiliates		8.0	%

Ozark Motor Lines and Affiliates		5.5	%

In the event the SLOT Agent changes its view of the credit risk of any such Obligor as a result of events or developments occurring after the date of this Agreement, the SLOT Agent may, upon not less than 10 Business Days’ notice to the Seller, reduce any Extra Special Concentration Limit but not to a limit lower than the applicable “Special Concentration Limit” under (and as defined in) the First Lien Receivables Purchase Agreement.

“Facility Termination Date” means the earlier to occur of (i) the SLOT Termination Date and (ii) the Amortization Date.

“Federal Bankruptcy Code” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:30 a.m. (Chicago

time) for such day on such transactions received by the SLOT Agent from three federal funds brokers of recognized standing selected by it.

“Finance Charges” has the meaning specified in the First Lien Receivables Purchase Agreement.

“First Lien Adverse Claims” means any Adverse Claims granted in favor of the First Lien Agent pursuant to the First Lien Receivables Purchase Agreement that are subject to the terms of the Intercreditor Agreement.

“First Lien Agent” shall mean JPMorgan, in its capacity as “Administrative Agent” under the First Lien Receivables Purchase Agreement, and any successor “Administrative Agent” thereunder.

“First Lien Purchasers” has the meaning specified in the First Lien Receivables Purchase Agreement.

“First Lien Receivables Purchase Agreement” shall mean that certain Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010, by and among Tenneco Automotive RSA Company, the “Purchasers” and “Co-Agents” from time to time party thereto, and the First Lien Agent, as amended, restated, supplemented or otherwise modified as expressly permitted under the Intercreditor Agreement.

“First Lien Transaction Documents” shall mean the First Lien Receivables Purchase Agreement and all other “Transaction Documents” (as defined in the First Lien Receivables Purchase Agreement).

“GAAP” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Incremental SLOT Purchase” means a purchase of one or more SLOT Interests which increases the total outstanding Aggregate SLOT Capital hereunder.

“Indebtedness” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Independent Director” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Intercreditor Agreement” has the meaning specified in the First Lien Receivables Purchase Agreement.

“JPMorgan Chase” means JPMorgan Chase Bank, N.A. in its individual capacity and its successors.

“Level Two Ratings Period” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Level Three Ratings Period” has the meaning specified in the First Lien Receivables Purchase Agreement.

“LMIR” means, for any day, the sum of (a) the three-month “Eurodollar Rate” for U.S. dollar deposits as reported on the Reuters Screen LIBOR01 Page (or such other page as may replace Reuters Screen LIBOR01 Page), plus (b) the Applicable Margin.

“Lock-Box” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Loss Reserve” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Loss-to-Liquidation Ratio” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Material Adverse Effect” means a material adverse effect on (i) the business, property, operations or condition (financial or otherwise) of Performance Guarantor and its Subsidiaries, taken as a whole, or of either Seller Party, (ii) the ability of either Seller Party to perform its obligations under this Agreement or the Performance Guarantor to perform its obligations under the Performance Undertaking, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) the SLOT Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectability of the Receivables generally or of any material portion of the Receivables.

“Maximum SLOT Amount” means, on any date of determination, an amount equal to the excess (if any) of (a) the product of (i) 75% and (ii) the Adjusted Net Receivables Balance, over (b) the “Aggregate Capital” outstanding under the First Lien Receivables Purchase Agreement.

“Minimum Receivables Amount” means, on any date of determination, the least of (i) the SLOT Purchase Limit, (ii) the Calculated SLOT Amount and (iii) the Maximum SLOT Amount.

“Monthly Payment Date” means two (2) Business Days after the Monthly Reporting Date.

“Monthly Report” means a “Monthly Report” as defined in the First Lien Receivables Purchase Agreement, furnished by the Servicer to the SLOT Agent pursuant to Section 8.5.

“Monthly Reporting Date” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Net Receivables Balance” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Obligor” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Originator” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Outstanding Balance” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Participant” has the meaning set forth in Section 12.2.

“Pass-Through Reserve” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Performance Guarantor” means Tenneco Automotive.

“Performance Undertaking” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Person” means has the meaning specified in the First Lien Receivables Purchase Agreement.

“Potential Amortization Event” means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.

“Price Give-Back Accrual” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Proposed SLOT Reduction Date” has the meaning set forth in Section 1.3.

“Receivable” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Receivables Sale Agreement” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Records” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Recourse Obligations” shall have the meaning set forth in Section 2.1.

“Regulatory Change” has the meaning set forth in Section 10.2(a).

“Reinvestment” has the meaning set forth in Section 2.2.

“Related Security” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Required Capital Amount” means $30,000,000.

“Restricted Junior Payment” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Sales Promotion Reserve” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Seller” has the meaning set forth in the preamble to this Agreement.

“Seller Parties” has the meaning set forth in the preamble to this Agreement.

“Servicer” means at any time the Person (which may be the SLOT Agent or the First Lien Agent) then authorized pursuant to Article VIII of the First Lien Receivables Purchase Agreement or, after Discharge of the First Lien Obligations, of this Agreement to service, administer and collect Receivables.

“Servicer Reserve” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Settlement Report” means a Daily Report, a Weekly Report or a Monthly Report.

“SLOT Agent” has the meaning set forth in the preamble to this Agreement.

“SLOT Capital” of any SLOT Interest means, at any time, (A) the SLOT Purchase Price of such SLOT Interest, minus (B) the sum of the aggregate amount of Collections and other payments received by the SLOT Agent which in each case are applied to reduce such SLOT Capital in accordance with the terms and conditions of this Agreement and the Intercreditor Agreement; provided that such SLOT Capital shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.

“SLOT Fee Letter” means the SLOT Fee Letter dated as of March 26, 2010 by and between Seller and the SLOT Agent, as the same may be amended, restated or otherwise modified from time to time.

“SLOT Interest” means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of SLOT Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal:

MRA

where:

SC = the SLOT Capital of such SLOT Interest.

MRA = the Minimum Receivables Amount.

Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each SLOT Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The percentage represented by the aggregate SLOT Interests as of the close of the Business Day immediately preceding the Amortization Date shall remain constant at all times thereafter.

“SLOT Purchase Limit” means $40,000,000.

“SLOT Purchase Notice” has the meaning set forth in Section 1.2.

“SLOT Purchase Price” means, with respect to any Incremental SLOT Purchase of a SLOT Interest, the amount paid to Seller for such SLOT Interest which shall not exceed the least of (i) the amount requested by Seller in the applicable SLOT Purchase Notice, (ii) the unused portion of the SLOT Purchase Limit on the applicable purchase date and (iii) the amount that would not cause the aggregate of all SLOT Interests to exceed 100%.

“SLOT Purchaser” has the meaning specified in the preamble to this Agreement.

“SLOT Reduction Notice” has the meaning set forth in Section 1.3.

“SLOT Termination Date” means March 25, 2011.

“Solvent” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Specified Change of Control” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Stock Lift Agreement” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Subsidiary” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Surplus Required Reserve Amount” means the lesser of (a) $5,000,000 and (b) the amount by which the Aggregate Reserves exceeds 30% of the Net Receivables Balance.

“Tenneco Automotive” means Tenneco Inc., a Delaware corporation.

“Tenneco Automotive Entities” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Tenneco Credit Agreement” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Tenneco Operating” has the meaning set forth in the preamble.

“Transaction Documents” means, collectively, this Agreement, each SLOT Purchase Notice, each Receivables Sale Agreement, each Collection Account Agreement, the Performance Undertaking, the SLOT Fee Letter, the “Subordinated Notes” (as such term is defined in the Receivables Sale Agreements), the Intercreditor Agreement and all other instruments, documents and agreements executed and delivered in connection herewith.

“UCC” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Warranty Accrual” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Warranty Plans” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Warranty Reserve” has the meaning specified in the First Lien Receivables Purchase Agreement.

“Weekly Report” means a report in form reasonably acceptable to the SLOT Agent (appropriately completed), furnished by the Servicer to the SLOT Agent pursuant to Section 8.5.

“Weekly Update Date” means the second Business Day following the last day of each week.

“Wells Fargo” has the meaning set forth in the preamble to this Agreement.

“Yield” means for each Accrual Period, an amount equal to the product of the applicable Discount Rate for each SLOT Interest multiplied by the SLOT Capital of such SLOT Interest for each day elapsed during such Accrual Period, annualized on a 360 day basis in the case of LMIR and on a 365 (or, when appropriate, 366) day basis in the case of the Alternate Base Rate.

EXHIBIT II

FORM OF PURCHASE NOTICE

[Date]

Wells Fargo Bank, N.A.,
as SLOT Agent
[Address]
[Attention]

Re: SLOT PURCHASE NOTICE

Ladies and Gentlemen:

Reference is hereby made to the SLOT Receivables Purchase Agreement, dated as of March 26, 2010, by and among Tenneco Automotive RSA Company, a Delaware corporation (the “Seller”), Tenneco Automotive Operating Company, as Servicer, and Wells Fargo Bank, N.A., individually and as SLOT Agent (the “SLOT Agreement”). Capitalized terms used herein shall have the meanings assigned to such terms in the SLOT Agreement.

The SLOT Agent is hereby notified of the following Incremental SLOT Purchase:


SLOT Purchase Price:	$

Date of Purchase:


Discount Rate:		LMIR (unless unavailable)

Please credit the SLOT Purchase Price in immediately available funds to:

[Account Name]
[Account No.]
[Bank Name & Address]
[ABA #]
Reference:
Telephone advice to: [Name] @ tel. no. ( )

In connection with the Incremental SLOT Purchase to be made on the above listed “Date of Purchase” (the “Purchase Date”), the Seller hereby certifies that the following statements are true on the date hereof, and will be true on the Purchase Date (before and after giving effect to the proposed Incremental SLOT Purchase):

(i) the representations and warranties of the Seller set forth in Section 5.1 of the SLOT Agreement are true and correct on and as of the Purchase Date as though made on and as of such date;

(ii) no event has occurred and is continuing, or would result from the proposed Incremental SLOT Purchase, that will constitute an Amortization Event or a Potential Amortization Event;

(iii) the Facility Termination Date has not occurred, the Aggregate SLOT Capital does not exceed the SLOT Purchase Limit and the aggregate SLOT Interests do not exceed 100%; and

(iv) the amount of Aggregate SLOT Capital is $ after giving effect to the Incremental SLOT Purchase to be made on the Purchase Date.


	Very truly yours, TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation
	By:
		Name:
		Title:

EXHIBIT III

PLACES OF BUSINESS OF THE SELLER PARTIES; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION
NUMBER(S)

Places of Business and Locations of Records:

Tenneco Operating:

Chief Executive Office
500 North Field Drive
Lake Forest, IL 60045

Other Place of Business
1 International Drive
Monroe, Michigan 48161

Seller:

Chief Executive Office
500 North Field Drive
Lake Forest, IL 60045

Federal Employer Identification Number:


A.	Tenneco Operating:	74-1933558
B.	Seller:	76-0589054

Prior Legal Names (in past 5 years):


A.	Tenneco Operating:	n/a
B.	Seller:	n/a

Trade and Assumed Names:


A.	Tenneco Operating:	EZ Ride or any variation thereof
		MAECO or any variation thereof
		Monroe or any variation thereof
		Walker or any variation thereof
		Precision Modular Assembly
		Rancho Ind or any variation thereof
		Regal Ride or any variation thereof
		Tenneco or any variation thereof
		NAPA Shocks
		DeKoven any variation thereof
		Tennessee Gas Pipeline
		Dyno Max
		NAPA Mufflers


		NAS-Walker Manufacturing
		National Account Sales
		Performance Industries Inc.
		Perfection and any variation thereof
		Thrush and any variation thereof
B.	Seller:	n/a

EXHIBIT IV

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS

[Intentionally Omitted]

EXHIBIT V

FORM OF COMPLIANCE CERTIFICATE

Wells Fargo Bank, N.A., as SLOT Agent

Reference is hereby made to the SLOT Receivables Purchase Agreement, dated as of March 26, 2010, by and among Tenneco Automotive RSA Company, a Delaware corporation (the “Seller”), Tenneco Automotive Operating Company, as Servicer, and Wells Fargo Bank, N.A., individually and as SLOT Agent (the “SLOT Agreement"). Capitalized terms used herein shall have the meanings assigned to such terms in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected of Seller.

1. I have reviewed the terms of the SLOT Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Seller and its Subsidiaries during the accounting period covered by the attached financial statements.

2. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Amortization Event or Potential Amortization Event, as each such term is defined under the SLOT Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth in paragraph 5 below.]

3. Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the SLOT Agreement, all of which data and computations are true, complete and correct.

By:

SCHEDULE I TO COMPLIANCE CERTIFICATE

A. Schedule of Compliance as of , ___with Section 9.1(f) of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

This schedule relates to the month ended:

SCHEDULE A

COMMITMENTS


slot Purchaser		Commitment
Wells Fargo Bank, N.A.		$40,000,000

SCHEDULE B

DOCUMENTS TO BE DELIVERED TO THE SLOT AGENT

ON OR PRIOR TO THE EFFECTIVENESS OF THE SLOT RECEIVABLES PURCHASE AGREEMENT

1)		Omnibus Amendment No. 4 to Receivables Sale Agreements, dated as of March 26, 2010 among Tenneco Automotive Operating Company Inc. (*“Tenneco Operating"), The Pullman Company ( “Pullman”* ) and Tenneco Automotive RSA Company, as seller (*“TARC”*).

2)		SLOT Receivables Purchase Agreement, dated as of March 26, 2010 among TARC, as seller, Tenneco Operating, as servicer and Wells Fargo Bank, N.A., individually and as SLOT Agent.

3)		Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010 (the *“Purchase Agreement"*), TARC, Tenneco Operating, as servicer, Falcon Asset Securitization Company LLC, Liberty Street Funding LLC, the Committed Purchasers party thereto, The Bank of Nova Scotia, New York Agency, as Liberty Street Agent, Wells Fargo Bank, N.A., as Wells Fargo Agent and JPMorgan Chase Bank, N.A., as Falcon Agent and Administrative Agent.

4)		Intercreditor Agreement, dated as of March 26, 2010 among TARC, Tenneco Operating, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A.

5)		Tenth Amended and Restated Fee Letter, dated as of March 26, 2010, among the Agents and TARC.

6)		Fee Letter, dated as of March 26, 2010, among Wells Fargo Bank, N.A., individually and as SLOT Agent and TARC.

7)		Fourth Amended and Restated Performance Undertaking by Tenneco Inc. in favor of the Seller, dated as of March 26, 2010.

8)		Certificate of a Secretary or Assistant Secretary of TARC certifying as to (i) an attached copy of resolutions adopted by the board of directors of TARC approving the delivery and performance of the documents described in items 1, 2, 3, 4 and 5 above, (ii) an attached copy of TARC’s Articles of Incorporation, (iii) an attached copy of TARC’s By-Laws, (iv) attached recent certificates of good standing from the Secretaries of State of the States of Illinois and Delaware regarding TARC and (v) the names, title and specimen signatures of TARC’s officers authorized to execute and deliver the documents described in items 1, 2, 3, 4 and 5 above.

9)		Certificate of a Secretary or Assistant Secretary of Tenneco Operating certifying as to (i) an attached copy of resolutions adopted by the board of directors of Tenneco Operating approving the delivery and performance of documents described in items 1, 2, 3, 4 and 5 above, (ii) an attached copy of Tenneco Operating’s Articles of Incorporation, (iii) an attached copy of Tenneco Operating’s By-Laws, (iv) attached recent certificates of good

		standing from the Secretaries of State of the States of Illinois and Delaware regarding Tenneco Operating and (v) the names, title and specimen signatures of Tenneco Operating’s officers authorized to execute and deliver the documents described in items 1, 2, 3, 4 and 5 above.

10)		Certificate of a Secretary or Assistant Secretary of Pullman certifying as to (i) an attached copy of resolutions adopted by the board of directors of Pullman approving the delivery and performance of the document described in item 1 above, (ii) an attached copy of Pullman’s Articles of Incorporation, (iii) an attached copy of Pullman’s By-Laws, (iv) attached recent certificates of good standing from the Secretaries of State of the States of Illinois and Delaware regarding Pullman and (v) the names, title and specimen signatures of Pullman’s officers authorized to execute and deliver the document described in item 1 above.

11)		Certificate of a Secretary or Assistant Secretary of Tenneco Inc. certifying as to (i) an attached copy of resolutions adopted by the board of directors of Tenneco Inc. approving the delivery and performance of the Fourth Amended and Restated Performance Undertaking, (ii) an attached copy of Tenneco Inc.’s Articles of Incorporation, (iii) an attached copy of Tenneco Inc.’s By-Laws, (iv) attached recent certificates of good standing from the Secretary of State of the State of Delaware regarding Tenneco Inc. and (v) the names, title and specimen signatures of Tenneco Inc.’s officers authorized to execute and deliver the Fourth Amended and Restated Performance Undertaking.

12)		Officer’s Certificate of TARC certifying as of March 26, 2010 (i) that no Amortization Event or Potential Amortization Event has occurred and is continuing under the SLOT Receivables Purchase Agreement, (ii) the accuracy of all representations and warranties made by TARC under the SLOT Receivables Purchase Agreement and (iii) that no Termination Event has occurred and is continuing under the Receivable Sale Agreement.

13)		Officer’s Certificate of Servicer certifying as of March 26, 2010 (i) that no Amortization Event or Potential Amortization Event has occurred and is continuing under the SLOT Receivables Purchase Agreement, (ii) the accuracy of all representations and warranties made by Servicer under the SLOT Receivables Purchase Agreement and (iii) that no Termination Event has occurred and is continuing under the Receivable Sale Agreement.

14)		Certificate of Pullman certifying as of March 26, 2010 (i) that no Termination Event has occurred and is continuing under the Pullman Sale Agreement and (ii) the accuracy of all representations and warranties made by Pullman under the Pullman Sale Agreement.

15)		UCC, federal and state tax lien, and pending suit and judgment searches against TARC.

16)		Opinion of Mayer Brown regarding enforceability and certain UCC matters, as applicable, with respect to the documents described in items 1, 2, 4, 5, and 6 above.

17)		Opinion of in-house counsel regarding certain corporate matters.

18)		Reliance Letters of Mayer Brown regarding corporate, UCC and bankruptcy matters with respect to the Receivable Sale Agreements listed above.

19)

Monthly Report as of February 28, 2010.

EX-10.5 6 c57207exv10w5.htm EX-10.5 exv10w5

Exhibit 10.5

FOURTH AMENDED AND RESTATED PERFORMANCE UNDERTAKING

RECITALS

1		Tenneco Automotive Operating Company, a Delaware corporation (*“Tenneco Operating"), and Recipient have entered into a Receivables Sale Agreement, dated as of October 31, 2000, and The Pullman Company, a Delaware corporation (“Pullman"), and Recipient have entered into a Receivables Sale Agreement, dated as of December 27, 2000 (each of the foregoing, as amended, restated or otherwise modified from time to time, a “Sale Agreement”* and collectively, the *“Sale Agreements"*), pursuant to which Tenneco Operating or Pullman, as the case may be, is selling and/or contributing its right, title and interest in its accounts receivable to Recipient subject to the terms and conditions contained therein.

2		Performance Guarantor owns, directly or indirectly, one hundred percent (100%) of the capital stock of Tenneco Operating, Pullman and Recipient, and each of Tenneco Operating and Pullman (and, accordingly, Performance Guarantor) is expected to receive substantial direct and indirect benefits from their sale or contribution of receivables to Recipient pursuant to the Sale Agreements (which benefits are hereby acknowledged).

3		As an inducement for Recipient to acquire Pullman’s accounts receivable, and to continue to acquire Tenneco Operating’s accounts receivable, pursuant to the Sale Agreements, Performance Guarantor has agreed to guaranty the due and punctual performance by each of Tenneco Operating and Pullman of its obligations under the applicable Sale Agreement, as well as Tenneco Operating’s Servicing Related Obligations (as hereinafter defined).

4		Performance Guarantor wishes to guaranty the due and punctual performance by (a) Tenneco Operating of its obligations to Recipient under or in respect of the Sale Agreement to which Tenneco Operating is a party and its Servicing Related Obligations (as hereinafter defined), as provided herein, and (b) Pullman of its obligations to Recipient under or in respect of the Sale Agreement to which Pullman is a party.

AGREEMENT

NOW, THEREFORE, Performance Guarantor hereby agrees as follows:

Section 6. Representations and Warranties. Performance Guarantor hereby represents and warrants to Recipient that:

Section 8. Termination of Performance Undertaking. Performance Guarantor’s obligations hereunder shall continue in full force and effect until all Aggregate Unpaids are

Section 16. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

Section 18. Bankruptcy Petition. Performance Guarantor hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all

<signature page follows>

IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above written.


	TENNECO INC., a Delaware corporation
	By:
		Name:
		Title:

Address for Notices:

500 North Field Drive
Lake Forest, IL 60045
Attention: John E. Kunz
Phone: (847) 482-5163
Fax: (847) 482-5125

Signature Page to Fourth Amended and Restated Performance Undertaking

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