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

 

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		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:

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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On February 23, 2009, Tenneco Inc. announced that it had entered into the Fourth Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). The Amendment amends the financial covenants and the pricing and commitment fee rates under the Credit Agreement.

     The leverage and interest coverage ratios for each quarter from the first quarter of 2009 through the second quarter of 2011 were revised as follows:

Consolidated Net Leverage Ratio

Consolidated Interest Coverage Ratio

Period

Current

As amended

Current

As amended

First Quarter 2009

3.75x

5.50x

2.25x

2.25x

Second Quarter 2009

3.75x

7.35x

2.25x

1.85x

Third Quarter 2009

3.75x

7.90x

2.25x

1.55x

Fourth Quarter 2009

3.75x

6.60x

2.25x

1.60x

First Quarter 2010

3.50x

5.50x

2.40x

2.00x

Second Quarter 2010

3.50x

5.00x

2.40x

2.25x

Third Quarter 2010

3.50x

4.75x

2.40x

2.30x

Fourth Quarter 2010

3.50x

4.50x

2.40x

2.35x

First Quarter 2011

3.50x

4.00x

2.55x

2.55x

Second Quarter 2011

3.50x

3.75x

2.55x

2.55x

Third and Fourth Quarters 2011

3.50x

3.50x

2.55x

2.55x

Fiscal Year 2012 and thereafter

3.50x

3.50x

2.75x

2.75x

The pricing for the revolving loans and Tranche A Term Loans was amended as follows:

Consolidated Net				Applicable Margin for		Applicable Margin for
Leverage Ratio		Commitment Fee Rate		ABR Loans		Eurodollar Loans
³5.0 to 1.0		0.75%		4.50%		5.50%
³4.0 to 1.0		0.50%		4.00%		5.00%
<4.0 to 1.0		0.50%		3.50%		4.50%

The pricing on the company’s B-1 Term Loans was amended as follows:

		Applicable Margin for		Applicable Margin for
Consolidated Net Leverage Ratio		ABR Loans		Eurodollar Loans
³5.0 to 1.0		4.50%		5.50%
<5.0 to 1.0		4.00%		5.00%

     The Amendment also modifies certain other provisions of the Credit Agreement. Tenneco has agreed to pay each consenting lender a fee. That fee plus other amendment costs are expected to total approximately $8 million. The above summary of the Amendment is not complete and is qualified in its entirety by reference to the terms of the Amendment, a copy of which is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

     The company also announced that it had renewed its U.S. securitization program in an amount of $100 million through February 22, 2010.

(d) Exhibits

Exhibit No.		Description
4.1		Fourth Amendment to the Second Amended and Restated Credit Agreement, dated as of February 19, 2009 among Tenneco Inc, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders and the other financial institutions named therein as agents for the lenders.
99.1		Press release issued February 23, 2009

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.