TENNECO INC. (NYSE:TEN) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 12, 2017, Tenneco Inc. (Tenneco) completed a refinancing
of its senior credit facility by entering into an amendment and
restatement of that facility. The Fifth Amended and Restated
Credit Agreement, dated as of May 12, 2017, among Tenneco and
Tenneco Automotive Operating Company Inc. (TAOC), as borrowers,
JPMorgan Chase Bank, N.A., as administrative agent, and the other
lenders party thereto (the Amended and Restated Credit Facility)
enhances Tennecos financial flexibility by increasing the size
and extending the term of its revolving credit facility and term
loan facility. The Amended and Restated Credit Agreement also
adds foreign currency borrowing capability and permits the
joinder of foreign and domestic subsidiaries of Tenneco as
borrowers under the revolving credit facility in the future.

The Amended and Restated Credit Facility consists of a
$1.60billion revolving credit facility and a $400million term
loan A facility, which replace Tennecos former $1.20billion
revolving credit facility and $264million term loan A facility,
respectively. Both Tenneco and TAOC are borrowers under the
revolving credit facility, and TAOC is the sole borrower under
the term loan A facility. Drawings under the revolving credit
facility may be in U.S. dollars, Pounds Sterling or Euros.

The Amended and Restated Credit Facility remains secured by
substantially all of Tennecos domestic assets and pledges of up
to 66percent of the stock of certain first-tier foreign
subsidiaries, as well as guarantees by Tennecos material domestic
subsidiaries. If any foreign subsidiary of Tenneco is added to
the revolving credit facility as a borrower, the obligations of
such foreign borrower will be secured by the assets of such
foreign borrower, and also will be secured by the assets of, and
guaranteed by, the domestic borrowers and domestic guarantors as
well as certain foreign subsidiaries of Tenneco in the chain of
ownership of such foreign borrower.

The revolving credit facility and the term loan A facility will
each mature on May 12, 2022. The term loan A facility is payable
in 20 consecutive quarterly installments, commencing September30,
2017, with 5% being paid in each of the first two years, 7.5% in
the third year, 10% in the fourth year and 72.5% in the final
year. Proceeds from the new term loan A and revolving credit
facilities will be used to refinance the loans outstanding under
the prior senior credit facility, to pay fees and expenses
relating to the refinancing transaction and for general corporate
purposes.

Initially, the borrowers will continue to pay LIBOR plus 1.75% on
borrowings under the revolving credit facility and the term loan
A facility. The interest rates payable under the Amended and
Restated Credit Facility continue to be subject to change if
Tennecos consolidated net leverage ratio changes.

Tenneco expects to incur total fees and expenses of approximately
$9million in connection with the amendment and restatement. Those
fees and expenses will be capitalized and amortized over the term
of the credit facility. In addition, Tenneco expects to record
approximately $1million in non-recurring pre-tax charges related
to refinancing the senior credit facility in the second quarter
of 2017.

The Amended and Restated Credit Facility continues to include
customary provisions that could require all amounts due
thereunder to become due and payable, either automatically or at
the option of the lenders, if Tenneco fails to comply with the
terms of the Amended and Restated Credit Facility or if other
customary events occur. The Amended and Restated Credit Facility
does not contain any terms that could accelerate the payment of
it or affect pricing under it as a result of a credit rating
change.

Copies of the Fifth Amended and Restated Credit Agreement and the
related Amended and Restated Guarantee and Collateral Agreement
are filed as Exhibits 4.1 and 4.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.

The descriptions and provisions of the Amended and Restated
Credit Facility set forth above are summaries only, are not
necessarily complete and are qualified in their entirety by
reference to the full and complete terms contained in the Fifth
Amended and Restated Credit Agreement, a copy of which is
attached as Exhibit 4.1 to this Current Report on Form
8-K and is
incorporated herein by reference.

ITEM2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information
under Item1.01 is incorporated herein by reference.

On May15, 2017,
Tenneco Inc. issued a press release announcing the amendment and
restatement of its senior credit facility. A copy of this press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

(d)
Exhibits

About TENNECO INC. (NYSE:TEN)

Tenneco Inc. (Tenneco) is a producer of clean air and ride performance products and systems for light vehicle, commercial truck, off-highway and other vehicle applications. The Company operates in six segments: North America Clean Air; North America Ride Performance; Europe, South America and India Clean Air; Europe, South America and India Ride Performance; Asia Pacific Clean Air, and Asia Pacific Ride Performance. Its various brands include Monroe, Rancho, Clevite Elastomers, Axios, Kinetic, Fric-Rot, Walker, XNOx, Fonos, DynoMax and Thrush clean air products. It designs, manufactures and distributes various products and systems designed to reduce pollution and optimize engine performance, acoustic tuning and weight, including catalytic converters and diesel oxidation catalysts; lean nitrogen oxide (NOx) traps; mufflers and resonators; fabricated exhaust manifolds; pipes; hydroformed assemblies; elastomeric hangers and isolators, and aftertreatment control units.

TENNECO INC. (NYSE:TEN) Recent Trading Information

TENNECO INC. (NYSE:TEN) closed its last trading session up +0.20 at 58.22 with 581,537 shares trading hands.