ITEM 8.01 OTHER EVENTS.
On December 15, 2008, Tenneco Inc. announced that it is seeking to amend a
financial covenant in its senior credit facility for the fourth quarter 2008. As
a precautionary step, the company is seeking an amendment to increase its
leverage covenant ratio (net debt/EBITDA) to a maximum ratio of 4.25 from the
current maximum ratio of 4.0. The company expects to meet with its lenders to
evaluate a more comprehensive amendment to the senior credit facility early in
2009.
A copy of the company's press release announcing this information is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.