8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 22, 2013 (March 22, 2013)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12387	76-0515284
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

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

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

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

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Tenneco Inc. has amended and renewed its North American trade accounts receivable securitization program. The company extended the term of both facilities to March 21, 2014. The first priority facility will continue to provide financing of up to $110 million and the second priority facility, which is subordinated to the first priority facility, will continue to provide up to an additional $40 million of financing. Both facilities monetize accounts receivable generated in the U.S. and Canada that meet certain eligibility requirements, and the second priority facility also monetizes certain additional receivables generated in the U.S. and Canada that would otherwise be ineligible under the first priority 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.

The above summary of the amendments to and renewal of Tenneco’s North American 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 and renewal, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated by reference herein.

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

See Item 1.01, incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
10.1	Omnibus Amendment No. 5, dated as of March 22, 2013, to Third Amended and Restated Receivables Purchase Agreement and Receivables Sale Agreements, as amended
10.2	Amendment No. 3 to SLOT Receivables Purchase Agreement, dated as of March 22, 2013

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 22, 2013	By:	/s/ James D. Harrington
		James D. Harrington
		Senior Vice President, General Counsel and Corporate Secretary

EX-10.1

Exhibit 10.1

Execution Version

OMNIBUS AMENDMENT NO. 5

AMENDMENT NO. 5 TO RECEIVABLES SALE AGREEMENTS AND

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

THIS OMNIBUS AMENDMENT NO. 5, dated as of March 22, 2013 (this “Amendment”), is by and among:

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

(b) The Pullman Company, a Delaware corporation (“Pullman”),

(c) Tenneco Automotive Operating Company Inc., a Delaware corporation (“Tenneco Operating”), individually and as Servicer (the “Servicer”; Tenneco Operating, individually and as the Servicer, together with Seller and Pullman, collectively, the “Seller Parties”),

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

(e) The entities party hereto as “Committed Purchasers” (the “Committed Purchasers” and together with the Conduits, the “Purchasers”),

(f) The Bank of Nova Scotia (“Scotiabank”), Wells Fargo Bank, N.A. (“Wells Fargo”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Co-Agents (each a “Co-Agent”), and

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

and consented to by Wells Fargo, as Second Lien Agent under the Intercreditor Agreement (as defined below) (in such capacity, together with its successors and assigns, the “Second Lien Agent”).

W I T N E S S E T H :

WHEREAS, Tenneco Operating and Seller are parties to that certain Receivables Sale Agreement, dated as of October 31, 2000, between Tenneco Operating, as seller, and Seller, as purchaser, as heretofore amended, and Pullman and Seller are parties to that certain Receivables Sale Agreement, dated as of December 27, 2000, between Pullman, as seller, and Seller, as purchaser, as heretofore amended (collectively, the “Receivables Sale Agreements”);

WHEREAS, Seller, Servicer, the Purchasers, the Co-Agents and the Administrative Agent are parties to that certain Third Amended and Restated Receivables Purchase Agreement dated as of March 26, 2010 (as heretofore amended, the “Receivables Purchase Agreement” and, together with the Receivable Sale Agreements, the “Agreements”);

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

WHEREAS, pursuant to the Receivables Sale Agreements, the Originators have sold, assigned, transferred, set-over and otherwise conveyed to the Seller, and the Seller has acquired from the Originators, certain Receivables arising in connection with the sale of goods or the rendering of services by the Originators to, and the obligation to pay any Finance Charges by, Advance Stores Company Incorporated, O’Reilly Automotive Inc., Genuine Parts Company and The Pep Boys - Manny, Moe & Jack and their respective Subsidiaries (the “Reassignment Receivables”), all Related Security with respect to such Reassignment Receivables and all Collections with respect to, and other proceeds of, such Reassignment Receivables (collectively, the “Reassignment Assets”);

WHEREAS, pursuant to the Receivables Purchase Agreement, the Seller has sold, assigned, transferred and conveyed all of the Seller’s right, title and interest in and to the Reassignment Assets;

WHEREAS, the Seller has requested that the Purchasers sell, assign, transfer and reconvey all of their right, title and interest in such Reassignment Assets;

WHEREAS, each of the Purchasers on the terms and conditions set forth herein, agrees to sell, assign, transfer and reconvey all of its right, title and interest in and to all of the Reassignment Assets;

WHEREAS, the Originators have requested that they be permitted to purchase the Reassignment Assets, and the Seller desires to sell, assign, transfer and reconvey to the Originators such Reassignment Assets;

WHEREAS, the Seller Parties wish to amend the Agreements and to extend the facility evidenced by the Receivables Purchase Agreement on the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Purchasers and Agents are willing to agree to, and the Second Lien Agent is willing to consent to, such amendments and extension subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have their meanings as attributed to such terms in the Receivables Purchase Agreement or the Receivables Sale Agreements, as applicable.

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2. Amendments. Upon satisfaction of the conditions precedent set forth in Section 5 hereof, the Agreements are hereby amended as of the Effective Date as follows:

(a) The definition of “Concentration Limit” appearing in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Concentration Limit” means, at any time, for any Obligor, 3.6% of the aggregate Outstanding Balance of all Eligible Receivables after subtracting the Pass Through Reserve, the Warranty Reserve, the Sales-Promotion Reserve and the Price Give Back Accrual, or such other higher amount (a “Special Concentration Limit”) for such Obligor designated by the Administrative Agent; provided, that in the case of an Obligor and any Affiliate of such Obligor, the Concentration Limit shall be calculated as if such Obligor and such Affiliate are one Obligor; provided, further, that any Agent may, upon not less than ten (10) Business Days’ notice to Seller, cancel any Special Concentration Limit. As of March 22, 2013, and subject to cancellation as described above, (i) any Obligor and its Affiliates shall have a Special Concentration Limit equal to 6% of aggregate Outstanding Balance of all Eligible Receivables after subtracting the Pass Through Reserve, the Warranty Reserve, the Sales-Promotion Reserve and the Price Give Back Accrual, so long as such Obligor’s long term debt ratings equal or exceed “BBB-” from Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) and “Baa3” from Moody’s Investors Service, Inc. (“Moody’s”); and (ii) the Special Concentration Limits of (a) Ford Motor Company and its Affiliates shall be equal to 6.0% of the aggregate Outstanding Balance of all Eligible Receivables, (b) General Motors Company and its Affiliates shall be equal to 6.0% of the aggregate Outstanding Balance of all Eligible Receivables, and (c) Uni-Select Inc. and its Affiliates shall be equal to 4.5% of the aggregate Outstanding Balance of all Eligible Receivables after subtracting the Pass Through Reserve, the Warranty Reserve, the Sales-Promotion Reserve and the Price Give Back Accrual.

(b) The proviso to subclause (a) of clause (i) of the definition of “Eligible Receivable” appearing in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“provided, however, that notwithstanding the foregoing, at any time (i) Receivables owing from Obligors that are residents of, or organized under the laws of Canada (or any political subdivision thereof) in an aggregate Outstanding Balance not exceeding 10.0% of the aggregate Outstanding Balance of all Receivables and (ii) Receivables owing from Foreign Obligors in an aggregate Outstanding Balance not exceeding 5.0% of the aggregate Outstanding Balance of all Receivables may constitute “Eligible Receivables” if such Receivables otherwise satisfy the requirements hereof;”

(c) The definition of “Liquidity Termination Date” appearing in Exhibit I to the Receivables Purchase Agreement is amended and restated in its entirety to read as follows:

The definition of “Liquidity Termination Date” appearing in Exhibit I to the Receivables Purchase Agreement is amended and restated in its entirety to read as follows:

“Liquidity Termination Date” means March 21, 2014.

(d) The definition of “LMIR” appearing in Exhibit I to the Receivables Purchase Agreement is amended and restated in its entirety to read as follows:

“LMIR” means, for any day, the sum of the one-month “Eurodollar Rate” for U.S. Dollar deposits as reported on the Reuters Screen LIBOR01 Page (or such page as may replace Reuters Screen LIBOR01 Page).

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(e) The definition of “Receivable” appearing in Exhibit I to the Receivables Purchase Agreement (and as incorporated by reference in the Receivables Sale Agreements) is hereby amended as follows:

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

“(iii) owed by Advance Stores Company Incorporated, O’Reilly Automotive Inc., Genuine Parts Company, The Pep Boys - Manny, Moe & Jack or any of their respective Subsidiaries”; and

(ii) the last sentence of the definition of “Receivable” appearing in Exhibit I to the Receivables Purchase Agreement is hereby deleted in its entirety.

(f) Exhibit I to the Receivables Purchase Agreement is amended by inserting the following new defined term, in appropriate alphabetical order, therein:

“Foreign Obligor” means an Obligor which is a resident of, or organized under the laws of any country other than the United States or Canada (or any political subdivision thereof).

3. Reassignment of Assets.

(a) Subject to the Seller’s receipt of fair market value as determined by the parties (the “Transfer Price”) in accordance with the terms hereof and the Seller’s and Tenneco Operating’s agreements in this Section 3(a) and in Section 3(b) below, each of the Purchasers does hereby sell, assign, transfer and reconvey to the Seller without recourse, representation or warranty (other than the absence of any adverse claim created by it) all of its right, title and interest (including its Purchaser Interest) in and to the Reassignment Assets. The Seller hereby agrees that except as set forth above the Seller shall have no recourse against the Agents or the Purchasers with respect to the Reassignment Assets.

(b) Each of the Seller and Tenneco Operating, as servicer, agrees to hold the Transfer Price in accordance with the provisions of the Receivables Purchase Agreement relating to Collections and to apply the Transfer Price as Collections for purposes of the Receivables Purchase Agreement on the date hereof (which application may be on a net, non-cash basis) and the Agents and Purchasers agree to such application.

(c) Subject to the Seller’s receipt of the Transfer Price, the Seller does hereby sell, assign, transfer and reconvey to each of the Originators, as applicable, without recourse, representation or warranty, for the Transfer Price, all of the Seller’s right, title and interest in and to the Reassignment Assets, in each case to the Originator who initially sold, transferred, assigned and/or contributed such Reassignment Assets. Each of the Agents and Purchasers hereby consent to such sale, assignment, transfer and reconveyance.

(d) Each party hereto agrees that, at any time and from time to time, upon the written request of any other party hereto and at the expense of the Originators, it will execute, authorize and deliver such further documents and do such further acts and things as the requesting party may reasonably request in order to effect the purposes of this Section 3.

4. Certain Representations. In order to induce the Agents and the Purchasers to enter into this Amendment, each of the Seller Parties hereby represents and warrants to the Agents and the Purchasers that (a) both immediately before and immediately after giving effect to the amendments contained in Section 2 hereof, no Amortization Event or Potential Amortization Event exists and is continuing as of the date hereof, (b) each of the Agreements to which such Seller Party is a party, as amended hereby, constitutes the legal, valid and binding obligation of such Seller Party enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable

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bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (c) each of such Seller Party’s representations and warranties contained in the each of the Agreements to which it is a party is true and correct as of the date hereof as though made on such date (except for such representations and warranties that speak only as of an earlier date).

5. Effective Date. This Amendment shall become effective as of the date first above written (the “Effective Date”) upon (a) receipt by the Administrative Agent of counterparts of this Amendment, duly executed by each of the parties hereto, and consented to by the Performance Guarantor in the space provided below and (b) receipt by each of Chariot, the Liberty Street Agent and Wells Fargo of the Amendment Fee payable to it under Section 6 of this Amendment.

6. Amendment Fee. On or before the date hereof, Seller shall pay in immediately available funds a fully-earned, non-refundable fee (a) to Chariot, in an amount equal to the product of 0.10% and the Commitment of the related Committed Purchaser, (b) to the Liberty Street Agent, in an amount equal to the product of 0.10% and the Commitment of the related Committed Purchaser and (c) to Wells Fargo, in an amount equal to 0.10% and the Commitment of the related Committed Purchaser (each, an “Amendment Fee”).

7. Ratification. Except as expressly modified hereby, the Agreements are each hereby ratified, approved and confirmed in all respects.

8. References to Agreements. From and after the Effective Date, each reference in each Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to such Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean such Agreement, as amended by this Amendment.

9. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees, and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Agents, including Sidley Austin LLP, which attorneys may also be employees of an Agent) incurred by the Agents in connection with the preparation, execution and enforcement of this Amendment.

10. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

11. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of a manually executed counterpart of this Amendment.

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

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[Signature Pages Follow]

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

CHARIOT FUNDING LLC (as successor by merger to Falcon Asset Securitization Company LLC)
By: JPMorgan Chase Bank, N.A., Its Attorney-in-Fact
By:	/s/ John M. Kuhns
Name:	John M. Kuhns
Title:	Executive Director

JPMORGAN CHASE BANK, N.A., as a Committed Purchaser, as Chariot Agent and as Administrative Agent
By:	/s/ John M. Kuhns
Name:	John M. Kuhns
Title:	Executive Director

Signature Page to Omnibus Amendment No. 5

LIBERTY STREET FUNDING LLC
By:	/s/ Bernard J. Angelo
Name:	Bernard J. Angelo
Title:	Vice President

THE BANK OF NOVA SCOTIA, as a Committed Purchaser and as Liberty Street Agent
By:	/s/ Paula C. Czach
Name:	Paula C. Czach
Title:	Managing Director & Execution Head

Signature Page to Omnibus Amendment No. 5

WELLS FARGO BANK, N.A., as a Committed Purchaser and as Wells Fargo Agent
By:	/s/ Michael J. Landry
Name:	Michael J. Landry
Title:	Vice President

ACKNOWLEDGED AND CONSENTED TO:
WELLS FARGO BANK, N.A., as Second Lien Agent
By:	/s/ Michael J. Landry
Name:	Michael J. Landry
Title:	Vice President

Signature Page to Omnibus Amendment No. 5

THE PULLMAN COMPANY, a Delaware corporation
By:	/s/ John E. Kunz
Name:	John E. Kunz
Title:	Vice President Treasurer and Tax

Signature Page to Omnibus Amendment No. 5

TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation
By:	/s/ John E. Kunz
Name:	John E. Kunz
Title:	President and Treasurer

TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation
By:	/s/ Gary Silha
Name:	Gary Silha
Title:	Assistant Treasurer

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

TENNECO INC., a Delaware corporation
By:	/s/ John E. Kunz
Name:	John E. Kunz
Title:	Vice President Treasurer and Tax

Signature Page to Omnibus Amendment No. 5

EX-10.2

Exhibit 10.2

EXECUTION VERSION

AMENDMENT NO. 3 TO SLOT RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 3 TO SLOT RECEIVABLES PURCHASE AGREEMENT, dated as of March 22, 2013 (this “Amendment”), is entered into by and 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, National Association, 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”), and consented to by JPMorgan Chase Bank, N.A., as First Lien Agent under the Intercreditor Agreement (as defined below) (in such capacity, together with its successors and assigns, the “First Lien Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Agreement (hereinafter defined).

PRELIMINARY STATEMENTS

The parties hereto are parties to that certain SLOT Receivables Purchase Agreement dated as of March 26, 2010 (as amended or otherwise modified from time to time, the “Agreement”). Seller, Servicer, the SLOT Agent, as Second Lien Agent, and the First Lien Agent are parties to that certain Intercreditor Agreement dated as of March 26, 2010 (as heretofore amended, the “Intercreditor Agreement”).

Seller has requested that the SLOT Purchaser sell, assign, transfer and reconvey all of its right, title and interest in and to certain Receivables arising in connection with the sale of goods or the rendering of services by the Originators to, and the obligation to pay any Finance Charges by, Advance Stores Company Incorporated, O’Reilly Automotive Inc., Genuine Parts Company and The Pep Boys - Manny, Moe & Jack and their respective Subsidiaries (the “Reassignment Receivables”), all Related Security with respect to such Reassignment Receivables and all Collections with respect to, and other proceeds of, such Reassignment Receivables (collectively, the “Reassignment Assets”), and the SLOT Purchaser, on the terms and conditions set forth herein, is willing to sell, assign, transfer and reconvey all of its right, title and interest in and to all of the Reassignment Assets.

Subject to the terms and conditions hereof, the parties hereto agree to amend the Agreement as hereinafter set forth.

1. Amendments.

1.1. The definitions on Exhibit I to the Agreement of the terms set forth below are hereby amended and restated in their entirety to read, respectively, as follows:

“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 and (B) 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:

OBLIGOR	EXTRA SPECIAL CONCENTRATION  LIMIT
General Motors Company and Affiliates		10.0	%
Ford Motor Company and Affiliates		12.0	%

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 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.

“LMIR” means, for any day, the sum of (a) 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.

“SLOT Termination Date” means March 21, 2014.

1.2. The definition on Exhibit I to the Agreement of the term “Advance Ineligibles” is hereby deleted in its entirety.

2. Reassignment of Assets.

(a) Subject to Seller’s receipt of fair market value as determined by the parties (the “Transfer Price”) in accordance with the terms hereof and Seller’s and Tenneco Operating’s agreements in this Section 2(a) and in Section 2(b) below, the SLOT Purchaser does hereby sell, assign, transfer and reconvey to Seller without recourse, representation or warranty (other than the absence of any adverse claim created by it) all of its right, title and interest (including its SLOT Interest) in and to the Reassignment Assets. Seller hereby agrees that except as set forth above Seller, shall have no recourse against the SLOT Agent or the SLOT Purchaser with respect to the Reassignment Assets.

(b) Each of Seller and Servicer, agrees to hold the Transfer Price in accordance with the provisions of the Agreement relating to Collections and to apply the Transfer Price as Collections for purposes of the Agreement on the date hereof (which application may be on a net, non-cash basis) and the SLOT Agent and SLOT Purchaser agree to such application.

(c) Each of the SLOT Agent and the SLOT Purchaser hereby acknowledges and agrees that, subject to Seller’s receipt of the Transfer Price, Seller will sell, assign, transfer and reconvey to each of the Originators, as applicable, without recourse, representation or warranty, for the Transfer Price, all of 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 SLOT Agent and SLOT Purchaser hereby consents to such sale, assignment, transfer and reconveyance.

(d) Each party hereto agrees that, at any time and from time to time, upon the written request of any other party hereto and at the expense of the Originators, it will execute, authorize and deliver such further documents and do such further acts and things as the requesting party may reasonably request in order to effect the purposes of this Section 2.

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3. Representations and Warranties. In order to induce the SLOT Agent and the Purchasers to enter into this Amendment, each of the Seller Parties hereby represents and warrants to them as follows: (a) The execution and delivery by it of this Amendment and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder, are within its organizational powers and authority and have been duly authorized by all necessary organizational action on its part, (b) this Amendment has been duly executed and delivered by it, (c) each of its representations and warranties set forth in Article V of the Agreement is true and correct as of the date hereof in all material respects as though made on and as of such date, it being understood that the foregoing materiality qualifier shall not apply to any representation that itself contains a materiality threshold, and (d) as of the date hereof, no event has occurred and is continuing that would constitute a Amortization Event or a Potential Amortization Event.

4. Conditions Precedent. Effectiveness of this Amendment is subject to the prior or contemporaneous satisfaction of each of the following conditions precedent: (a) The SLOT Agent shall have received: (i) counterparts hereof, duly executed by each of the parties hereto, (ii) counterparts to Third Amended and Restated Fee Letter dated the date hereof (the “Fee Letter”), duly executed by each of the parties thereto and (ii) receipt of any fee payable on the date hereof under the Fee Letter; and (b) each of the representations and warranties contained in Section 3 of this Amendment shall be true and correct in all material respects, it being understood that the foregoing materiality qualifier shall not apply to any representation that itself contains a materiality threshold.

5. Miscellaneous.

5.1. 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.

5.2. Integration; Binding Effect; Survival of Terms. This Amendment contains 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. This Amendment 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).

5.3. Counterparts; Severability. This Amendment may be executed in any number of counterparts and by the 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. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of a signature page to this Amendment. Any provisions of this Amendment 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.

5.4. Ratification. Except as expressly modified hereby, the Agreement is hereby ratified, approved and confirmed in all respects.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers or attorneys-in-fact as of the date hereof.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Second Lien Agent
By:	/s/ Michael J. Landry
Name:	Michael J. Landry
Title:	Vice President

ACKNOWLEDGED AND CONSENTED TO:
JPMORGAN CHASE BANK, N.A., as First Lien Agent
By:	/s/ John M. Kuhns
Name:	John M. Kuhns
Title:	Executive Director

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TENNECO AUTOMOTIVE RSA COMPANY, a Delaware corporation
By:	/s/ John E. Kunz
Name:	John E. Kunz
Title:	President and Treasurer

TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation
By:	/s/ Gary Silha
Name:	Gary Silha
Title:	Assistant Treasurer

By its signature below, the undersigned hereby consents to the terms of the foregoing Amendment, confirms that its Performance Undertaking remains unaltered and in full force and effect and hereby reaffirms, ratifies and confirms the terms and conditions of its Performance Undertaking:

TENNECO INC., a Delaware corporation
By:	/s/ John E. Kunz
Name:	John E. Kunz
Title:	Vice President Treasurer and Tax

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