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TEN > SEC Filings for TEN > Form 8-K on 23-Feb-2009All Recent SEC Filings

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Form 8-K for TENNECO INC


23-Feb-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


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
  †5.0 to 1.0             0.75%                  4.50%                   5.50%
  †4.0 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
            †5.0 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.




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(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


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