8-K

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

Date of Report (Date of earliest event reported): December 23, 2008 (December 23, 2008)

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
(Address of Principal Executive Offices) 60045
(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 and effective as of December 23, 2008, Tenneco, Inc. (the “Company”) entered into a Third Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) which amends a financial covenant in the Credit Agreement for the fourth quarter of 2008. The Amendment relaxes the leverage covenant ratio (net debt/EBITDA) by increasing the maximum ratio to 4.25 from a maximum ratio of 4.0. The Company requested the Amendment as a precautionary step to provide cushion if needed to meet the leverage ratio requirement in light of deteriorating automotive industry conditions in the fourth quarter.

The Company has agreed to increase the rate it will pay on its senior credit facility from LIBOR + 150 basis points to LIBOR + 300 basis points if the leverage ratio is 4.0 or below, and LIBOR + 325 basis points if the leverage ratio is above 4.0. The Company has also agreed to pay each consenting lender a fee. That fee plus other amendment costs are expected to total approximately $3 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 10.1 hereto and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
10.1	Third Amendment to the Second Amended and Restated Credit Agreement, dated as of December 23, 2008 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.

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: December 23, 2008	By:	/s/ David A. Wardell
		David A. Wardell
		Senior Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

EXECUTION COPY

THIRD AMENDMENT

     THIRD AMENDMENT, dated as of December 23, 2008 (this “Amendment”), under the Second Amended and Restated Credit Agreement, dated as of March 16, 2007 (amending and restating the Amended and Restated Credit Agreement dated as of December 12, 2003 (amending and restating the Credit Agreement dated as of September 30, 1999)) (as amended and waived by the Amendment and Waiver dated as of July 23, 2007 and the Second Amendment dated as of November 26, 2007 and as further amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among TENNECO INC., a Delaware corporation (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other financial institutions named therein as agents for the Lenders.

W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders and the Administrative Agent and certain other parties are parties to the Credit Agreement;

     WHEREAS, the Borrower has requested an amendment under the Credit Agreement; and

     WHEREAS, the Required Lenders and the Administrative Agent are willing to agree to such amendment of the Credit Agreement, subject to the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Required Lenders and the Administrative Agent hereby agree as follows:

     1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement, as amended hereby, are used herein as therein defined.

     2. Amendment to Section 1.1 (Applicable Margin). The definition of Applicable Margin is hereby amended by deleting the percentages “0.50%” and “1.50%” which appear opposite the phrase Tranche B-1 Loans and substituting therefor the percentages “2.00%” and “3.00%.”

     3. Amendment to Section 7.1(a) (Consolidated Net Leverage Ratio). Section 7.1(a) of the Credit Agreement is hereby amended by deleting the phrase “4.00 to 1.00” which appears opposite the phrase “Fourth Quarter 2008” and substituting therefor the phrase “4.25 to 1.00.”

     4. Amendment to Annex A (Pricing Grid). The pricing columns in the Pricing Grid attached to the Credit Agreement as Annex A are hereby deleted and the pricing columns attached to this Amendment as Annex A are substituted therefor.

 2 

     5. Representations and Warranties. The Borrower hereby confirms that the representations and warranties set forth in Section 4 of the Credit Agreement, as amended by this Amendment, are true and correct in all material respects as if made as of the Amendment Effective Date (except such representations and warranties as are made as of a particular date, which such representations and warranties shall be true and correct in all material respects as if made as of such date). The Borrower represents and warrants that, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

     6. Effectiveness. This Amendment shall become effective as of the date set forth above (the “Amendment Effective Date”) on the date on which:

          (a) the Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Borrower and the Required Lenders (or, in the case of any Lender, a lender addendum or joinder agreement in a form specified by the Administrative Agent) and acknowledged by the Loan Parties; and

          (b) the Administrative Agent shall have received payment of all fees required to be paid to the Administrative Agent and the Lenders by the Borrower on or prior to the date the conditions precedent set forth in this Section 6 have been satisfied in connection with this Amendment and payment of all reasonable out-of-pocket expenses of the Administrative Agent in connection with this Amendment which have been invoiced on or prior to such date.

     7. Amendment Fee. The Borrower hereby agrees to pay an amendment fee for the account of each Lender which approves this Amendment by delivering an executed counterpart hereof to the Administrative Agent on or prior to 12:00 Noon, New York City time, on December 23, 2008 in an amount equal to 0.25% of the sum of such Lender’s Revolving Commitment, Tranche B-1 Credit Linked Deposit Amount and Term Loans, payable on the date the conditions precedent set forth in Section 6 of this Amendment have been satisfied.

     8. Continuing Effect of the Credit Agreement. This Amendment shall not constitute an amendment or waiver of any provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders and the Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

     9. Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts (including telecopied counterparts), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.

     10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

TENNECO INC.
By:	/s/ John E. Kunz
	Name:	John E. Kunz
	Title:	V. P. Treasurer and Tax
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:
	Name:
	Title:

THIRD AMENDMENT dated as of December 23, 2008 to the Tenneco Inc. Second Amended and Restated Credit Agreement, dated as of March 16, 2007 (amended and restating the Amended and Restated Credit Agreement dated as of December 12, 2003 (amending and restating the Credit Agreement dated as of September 30, 1999))
[LENDER]
By:
	Name:
	Title:

The undersigned Loan Parties acknowledge and agree to the Third Amendment and confirm that all of their obligations under the Loan Documents remain in full force and effect after giving effect thereto and the transactions contemplated thereby:
TENNECO INC.
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
TENNECO INTERNATIONAL HOLDING CORP.
TENNECO GLOBAL HOLDINGS INC.
THE PULLMAN COMPANY
TMC TEXAS INC.
CLEVITE INDUSTRIES INC.
By:
	Title:

Annex A

PRICING GRID FOR REVOLVING LOANS,
SWINGLINE LOANS, COMMITMENT FEES
AND TRANCHE A TERM FACILITY

	Applicable
	Margin			Applicable
	for Eurodollar			Margin for			Commitment
Consolidated Net Leverage Ratio	Loans			ABR Loans			Fee Rate
Greater than or equal to 4.0 to 1.0		3.25	%		2.25	%		.500	%
Less than 4.0 to 1.0 and greater than or equal to 2.5 to 1.0		3.00	%		2.00	%		.500	%
Less than 2.5 to 1.0		2.75	%		1.75	%		.375	%