LAKE FOREST, Ill. – Tenneco has announced the successful completion of its consent solicitation for its outstanding $500 million 8 5/8 percent senior subordinated notes due 2014.

On Dec. 9, Tenneco commenced a cash tender offer for the 2014 Notes and a solicitation of consents to certain proposed amendments to the indenture governing the 2014 Notes. The consent solicitation expired at 5 p.m. on Dec. 22, 2010. As of the expiration date, Tenneco received tenders and consents representing approximately $480 million in aggregate principal amount of the outstanding 2014 Notes. The amount of consents received exceeds the consents needed to amend the indenture governing the 2014 Notes. As a result, Tenneco and The Bank of New York Mellon Trust Co., N.A., as trustee, have executed a supplemental indenture that eliminates substantially all of the restrictive covenants and certain event of default provisions in the indenture governing the 2014 Notes and reduces the minimum notice period required to effect a call for redemption from 30 to five days.

Tenneco made a cash payment of $1,032.50 per $1,000 principal amount, which includes a consent payment of $30 per $1,000 principal amount, to the holders of 2014 Notes tendered prior to the expiration of the consent solicitation. Tenneco funded the payment with the net proceeds of its previously announced private offering of $500 million 6 7/8 percent senior notes due Dec. 15, 2020, which also closed today.

The tender offer is scheduled to expire at 8 a.m. on Jan. 6, 2011. Remaining holders who validly tender their 2014 Notes after the expiration of the consent solicitation and before the expiration of the tender offer will be eligible to receive $1,002.50 per $1,000 principal amount of 2014 Notes not validly withdrawn. The company will redeem any notes not purchased in the tender offer.

Tenneco expects to record approximately $20 million and $1 million in non-recurring pre-tax charges related to retiring the 2014 Notes in the fourth quarter of 2010 and first quarter of 2011, respectively.