UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 17, 2005
TENNECO AUTOMOTIVE INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12387 76-0515284
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer of
incorporation or organization) Incorpration
Identification No.)
500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS 60045
(Address of Principal Executive Offices) (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:
/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/ / 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 February 17, 2005, Tenneco Automotive Inc. entered into the Third
Amendment and Waiver (the "Third Amendment") to the Amended and Restated Credit
Agreement (the "Senior Credit Agreement") by and among Tenneco Automotive,
JPMorgan Chase Bank, N.A., as administrative agent, and the various lenders
party thereto. The Third Amendment became effective on February 24, 2005.
The Third Amendment reduced the interest rate on the term loan B facility
and the tranche B-1 letter of credit/revolving loan facility under the Senior
Credit Agreement. As amended, borrowings under the term loan B facility and the
tranche B-1 letter of credit/revolving loan facility bear interest at an annual
rate equal to, at Tenneco Automotive's option, either (i) the London Interbank
Offering Rate plus a margin of 225 basis points; or (ii) a rate consisting of
the greater of the JP Morgan Chase prime rate or the Federal Funds rate plus 50
basis points, plus a margin of 125 basis points. In connection with the Third
Amendment, the company voluntarily prepaid $40 million in principal on the term
loan B, reducing it from $396 million to $356 million. This voluntary prepayment
will reduce the amortization of the term loan B in forward order, thus
eliminating the $1 million quarterly payments that would otherwise be due
beginning March 31, 2005 to December 31, 2009, and reduce the $94 million
payment to $74 million due March 31, 2010. The prepayment will not effect the
remaining $94 million quarterly payments due on June 30, September 30 and
December 12, 2010.
Additional provisions of the Third Amendment (i) amended the definition of
EBITDA to exclude up to $60 million in restructuring-related expenses occurring
after February 2005, (ii) increased permitted investments to $50 million, (iii)
exclude expenses related to the issuance of stock options from consolidated net
income, (iv) permit the redemption of up to $125 million of senior secured notes
after January 1, 2008 (subject to certain conditions), (v) increase Tenneco
Automotive's ability to add commitments under the revolving credit facility by
$25 million, and (vi) make other minor modifications.
Tenneco Automotive incurred approximately $1 million in fees and expenses
associated with this amendment, which will be capitalized and amortized over the
remaining term of the Senior Credit Agreement. As a result of the Third
Amendment and the voluntary prepayment of $40 million under the term loan B, the
company expects its interest expense in 2005 will be approximately $6 million
lower than what it would otherwise have been.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See the discussion under Item 1.01, above, which is incorporated by
reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
99.1 Third Amendment and Waiver, dated February 17, 2005, to the Amended
and Restated Credit Agreement dated as of December 12, 2003, by and
among Tenneco Automotive Inc., JPMorgan Chase Bank, N.A., as
administrative agent, and the various lenders party thereto.
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 AUTOMOTIVE INC.
Date: February 24, 2005 By: /s/ Kenneth R. Trammell
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Kenneth R. Trammell
Senior Vice President and
Chief Financial Officer