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 AgentSlot Receivables Purchase Agreement • March 31st, 2010 • Tenneco Inc • Motor vehicle parts & accessories • Illinois
Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
RECEIVABLES SALE AGREEMENT dated as of October 31, 2000 BETWEEN TENNECO AUTOMOTIVE OPERATING COMPANY INC., as Seller, AND TENNECO AUTOMOTIVE RSA COMPANY, as BuyerReceivables Sale Agreement • March 31st, 2010 • Tenneco Inc • Motor vehicle parts & accessories • Illinois
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.
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 31st, 2010 • Tenneco Inc • Motor vehicle parts & accessories • New York
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.
FOURTH AMENDED AND RESTATED PERFORMANCE UNDERTAKINGPerformance Undertaking • March 31st, 2010 • Tenneco Inc • Motor vehicle parts & accessories • Illinois
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.
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...Receivables Purchase Agreement • March 31st, 2010 • Tenneco Inc • Motor vehicle parts & accessories • Illinois
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.
