Tenneco Commences Tender Offer And Consent Solicitation For Its 8 1/8% Senior Notes Due 2015

Tenneco Inc. (NYSE: TEN) announced today that it has commenced a cash tender offer for any and all of the company’s $250 million of outstanding 8 1/8% Senior Notes due 2015 and a solicitation of consents to certain proposed amendments to the indenture governing the notes. The proposed amendments would eliminate substantially all restrictive covenants and certain event of default provisions in the indenture and reduce the minimum notice period to call the notes from 30 to 5 days.

The company intends to use the proceeds of one or more debt financing transactions, potentially including obtaining loans under a new $700 million revolving bank credit facility and a new $250 million term loan A facility, to fund the total cost of all tendered notes and delivered consents, accrued interest and all related fees and expenses. The terms of any debt financing transactions will be determined by market conditions and other factors at the time any such transactions are completed. Consummation of the tender offer and the consent solicitation is contingent upon, among other things, Tenneco obtaining financing on terms satisfactory to the company.

The deadline for tendering notes to be eligible to receive the consent payment in connection with the consent solicitation is 5:00 p.m., New York City time, on March 21, 2012 unless extended (the “Consent Expiration”). The tender offer is scheduled to expire at 8:00 a.m., New York City time, on April 5, 2012, unless extended or earlier terminated.

Holders who validly tender their notes and provide their consents to the proposed amendments to the indenture governing the notes before 5:00 p.m., New York City time, on March 21, 2012, unless extended, will be eligible to receive $1,044.38 for each $1,000 principal amount of notes not validly withdrawn (which includes a consent payment of $30 per $1,000 principal amount of notes). Holders may not tender their notes without delivering consents or deliver consents without tendering their notes. No consent payments will be made in respect of notes tendered after the Consent Expiration.

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