-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R6UTS4w/rDRfyr36kgh4K0dWvbHqCdpjX0Tzq2lEMqRRZg0t7jo7Wkqh8ClbPjNc C2Xs0/KF6ZQJoc1+iPwKDQ== 0000950124-97-002449.txt : 19970428 0000950124-97-002449.hdr.sgml : 19970428 ACCESSION NUMBER: 0000950124-97-002449 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970423 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970425 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENNECO INC /DE CENTRAL INDEX KEY: 0001024725 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 760515284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 97587781 BUSINESS ADDRESS: STREET 1: 1275 KING STREET CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2038631000 MAIL ADDRESS: STREET 1: 1010 MILAM STREET STREET 2: ROOM T 2560B CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: NEW TENNECO INC DATE OF NAME CHANGE: 19961011 8-K 1 CURRENT REPORT 1 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 (Data of earliest event reported): April 23, 1997 ----------------- TENNECO INC. (Exact name of registrant specified in its charter) DELAWARE 1-12387 76-0515284 (State or other juristiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1275 KING STREET GREENWICH, CONNECTICUT 06831 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (203) 863-1000 -------------- 2 ITEM 5. OTHER EVENTS. On April 23, 1997, the Registrant sold $100,000,000 aggregate principal amount of its 7-1/2% Notes due April 15, 2007 and $200,000,000 aggregate principal amount of its 7-7/8% Debentures due April 15, 2027 to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., BancAmerica Securities, Inc., Chase Securities Inc. and NationsBanc Capital Markets, Inc. under the Registrant's existing shelf Registration Statement on Form S-3 (File No. 333-24291) dated March 31, 1997. The Registrant filed the Prospectus, dated April 4, 1997, and the Prospectus Supplement, dated April 23, 1997, for such Notes and Debentures with the Securities and Exchange Commission pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits
Exhibit No. Description - ----------- ----------- 1.1 Underwriting Agreement dated April 23, 1997 among Tenneco Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., BancAmerica Securities, Inc., Chase Securities Inc. and NationsBanc Capital Markets, Inc. 1.2 Tenneco Inc. Underwriting Agreement Standard Provisions (Debt Securities) dated April 4, 1997. 4.1 Form of Eighth Supplemental Indenture between Tenneco Inc. and The Chase Manhattan Bank, as Trustee, dated as of April 28, 1997 to Indenture dated as of November 1, 1996, providing for the issuance of 7-1/2% Notes due 2007. 4.2 Form of Ninth Supplemental Indenture between Tenneco Inc. and The Chase Manhattan Bank, as Trustee, dated as of April 28, 1997 to Indenture dated as of November 1, 1996, providing for the issuance of 7-7/8% Debentures due 2027. 4.3 Form of 7-1/2% Note due 2007 (contained in the Form of Eighth Supplemental Indenture filed as Exhibit 4.1 to this Current Report). 4.4 Form of 7-7/8% Debenture due 2027 (contained in the Form of Ninth Supplemental Indenture filed as Exhibit 4.2 to this Current Report).
-2- 3 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 1.1 Underwriting Agreement dated April 23, 1997 among Tenneco Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., BancAmerica Securities, Inc., Chase Securities Inc. and NationsBanc Capital Markets, Inc. 1.2 Tenneco Inc. Underwriting Agreement Standard Provisions (Debt Securities) dated April 4, 1997. 4.1 Form of Eighth Supplemental Indenture between Tenneco Inc. and The Chase Manhattan Bank, as Trustee, dated as of April 28, 1997 to Indenture dated as of November 1, 1996, providing for the issuance of 7-1/2% Notes due 2007. 4.2 Form of Ninth Supplemental Indenture between Tenneco Inc. and The Chase Manhattan Bank, as Trustee, dated as of April 28, 1997 to Indenture dated as of November 1, 1996, providing for the issuance of 7-7/8% Debentures due 2027. 4.3 Form of 7-1/2% Note due 2007 (contained in the Form of Eighth Supplemental Indenture filed as Exhibit 4.1 to this Current Report). 4.4 Form of 7-7/8% Debenture due 2027 (contained in the Form of Ninth Supplemental Indenture filed as Exhibit 4.2 to this Current Report).
4 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: April 25, 1997 By: /s/ Karl A. Stewart ------------------- Karl A. Stewart Vice President and Secretary -3- EX-1.1 2 UNDERWRITING AGREEMENT 1 UNDERWRITING AGREEMENT April 23, 1997 TENNECO INC. 1275 King Street Greenwich, Connecticut 06831 Dear Sirs: The undersigned managers (being herein, collectively, called the "Manager") understand that Tenneco Inc., a Delaware corporation (the "Company"), proposes to issue and sell $100,000,000 aggregate principal amount of 7 1/2% Notes due 2007 (the "Notes") and $200,000,000 aggregate principal amount of 7 7/8% Debentures due 2027 (the "Debentures" and, together with the Notes, the "Offered Securities"). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell, and the underwriters named below (such underwriters being herein called the "Underwriters") agree to purchase, severally and not jointly, the principal amounts of such Offered Securities set forth below opposite their names at 99.002% of the principal amount of Notes and 96.895% of the principal amount of the Debentures (in each case together with accrued interest, if any, from April 28, 1997, to the date of payment and delivery):
PRINCIPAL PRINCIPAL AMOUNT AMOUNT OF NAME OF NOTES DEBENTURES ---- --------- ---------- Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated.............................................. $ 20,000,000 $ 40,000,000 J.P. Morgan Securities Inc. ................................ 20,000,000 40,000,000 BancAmerica Securities, Inc. ............................... 20,000,000 40,000,000 Chase Securities Inc. ...................................... 20,000,000 40,000,000 NationsBank Capital Markets, Inc. .......................... 20,000,000 40,000,000 ------------ ------------ Total.................................................. $100,000,000 $200,000,000 ============ ============
The Underwriters will pay for such Offered Securities upon delivery thereof at the office of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, New York, N.Y. at 9:00 A.M., New York time, on April 28, 1997, or at such other time, not later than May 5, 1997, as shall be designated by the Manager. Payment will be made in immediately available funds to an account designated by the Company. The Notes will have the following terms: Maturity: April 15, 2007 Interest Rate: 7 1/2% Redemption provisions: As set forth in the Prospectus. Sinking Fund: None Interest Payment Dates: April 15 and October 15, beginning October 15, 1997 The Debentures will have the following terms: Maturity: April 15, 2027 Interest Rate: 7 7/8% Redemption provisions: As set forth in the Prospectus. Sinking Fund: None Interest Payment Dates: April 15 and October 15, beginning October 15, 1997 2 We have advised you that we propose to make a public offering of the Offered Securities as soon as in our judgment is advisable. We further advise you that the Notes and the Debentures are to be offered to the public initially at 99.652% and 97.77%, respectively, of the principal amount thereof (i.e., the public offering price) (in each case together with accrued interest, if any, from April 28, 1997, to the date of payment and delivery) and to certain dealers selected by us at a price which represents a concession not in excess of .40% and .50%, respectively, of the principal amount thereof under the public offering price, and that we may allow, and such dealers may reallow, a concession, not in excess of .25% and .25%, respectively, of the principal amount thereof, to certain other dealers. Unless otherwise expressly provided herein, all the provisions contained in the document entitled Tenneco Inc. Underwriting Agreement Standard Provisions (Debt Securities) dated April 4, 1997 (the "Base Underwriting Agreement"), a copy of which we have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. The term "Registration Statement" as used in the Underwriting Agreement shall be deemed to include the registration statement covering the Offered Securities (including the material, if any, incorporated by reference therein), and the terms "Basic Prospectus" and "Prospectus" shall as so used be modified accordingly. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Base Underwriting Agreement. In addition to the representations and warranties contained in the Base Underwriting Agreement, Tenneco represents and warrants to the Underwriters as follows (and the certificate to be delivered to the Underwriters pursuant to Section V of the Base Underwriting Agreement shall certify that the following representations and warranties are true and correct as of the Closing Date): (i) Since the respective dates as of which information is given or incorporated in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (B) there have been no transactions entered into by the Company or any of the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and the Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the common stock of the Company in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (ii) Neither the Company nor any of the Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, "Agreements and Instruments") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the supplemental indentures governing the Notes and Debentures and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Offered Securities and compliance by the Company with its obligations hereunder and under the Indenture (as supplemented) and the Offered Securities) have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary or any applicable law, statute, rule regulation, judgment, order, writ or decree of any government, instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties, or operations. As used herein, a "Repayment Event" means any event or 2 3 condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary, except for rights which would not, individually or in the aggregate, have a Material Adverse Effect. (iii) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets of the Company and the Subsidiaries taken as a whole or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business of the Company and the Subsidiaries, could not reasonably be expected to result in a Material Adverse Effect. (iv) Except as described in the Registration Statement and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of the Subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substance, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (B) the Company and the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of the Subsidiaries and (D) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of the Subsidiaries relating to Hazardous Materials or any Environmental Laws. (v) The accountants who certified the financial statements and supporting schedules included in the Registration Statement are independent public accountants as required by the Securities Act. (vi) The financial statements included in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. 3 4 In lieu of the last paragraph of Section V.(b) of the Base Underwriting Agreement, the Company and the Underwriters agree that the obligations of the several Underwriters hereunder and under the Base Underwriting Agreement are subject to receipt of a letter from counsel to the Company, to the effect that: Such counsel has participated in conferences with certain officers and other representatives of the Company and representatives of the Underwriters and representatives of the independent auditors for the Company at which the contents of the Registration Statement and the Prospectus and related matters were discussed and, although such counsel does not pass upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, such counsel advises you that, on the basis of the foregoing (relying upon the opinions of officers and other representatives of the Company), no facts have come to such counsel's attention that lead such counsel to believe that the Registration Statement, when such Registration Statement became effective, or the Prospectus as of its date and as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they are being made) not misleading (it being understood such counsel is not being requested to and need not make any comment with respect to (i) the Trustee's Statement of Eligibility on Form T-1, (ii) the exhibits to the Registration Statement, (iii) the financial statements, and the notes thereto and related schedules, (iv) other financial, accounting or statistical data found in or derivable from the financial or internal records of the Company and the Subsidiaries and (v) any forward-looking or projected financial or statistical data relating to the Company and the Subsidiaries, included in the Registration Statement or the Prospectus). In lieu of the provisions of the second through seventh paragraphs of Section VII of the Base Underwriting Agreement, the Company and the Underwriters agree as follows: The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below. (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto if used within the period set forth in paragraph (c) of Article VI of the Base Underwriting Agreement), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the indemnifying party or parties; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch in accordance with and subject to the other terms of this Section VII), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that (A) this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any 4 5 Underwriter through the Manager expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in the preceding paragraph, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of Underwriters and their controlling persons, counsel to such indemnified parties shall be selected by Merrill Lynch; and, in the case of the Company and its controlling persons, directors and officers who signed the Registration Statement indemnified pursuant to this Section VII, counsel to such indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to one local counsel, if necessary, in the applicable jurisdiction) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, unless the indemnified party reasonably concludes (on the basis of advice of counsel) that there is a substantial likelihood of a material conflict of interest between or among the indemnified parties and/or indemnifying parties on the conduct of the defense of any such action. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an indemnified party shall have requested (in writing) an indemnifying party to reimburse the indemnified party for fees and expenses of its counsel and the indemnified party is entitled to such reimbursement in accordance with the terms of this Section VII, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by the preceding paragraph effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid written request, (ii) such indemnifying party shall have received written notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. If the indemnification provided for herein is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to herein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Offered Securities pursuant to this Agreement or (ii) if the allocation provided by 5 6 clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Offered Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Offered Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus bear to the aggregate public offering price of the Offered Securities as set forth on such cover. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Agreement shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Agreement, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Agreement, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company. The Underwriters' respective obligations to contribute pursuant to this Agreement are several in proportion to the principal amount of Offered Securities set forth opposite their respective names above (as adjusted pursuant to the Defaulted Securities provision of this Agreement). All representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person of any Underwriter, or by or on behalf of the Company or any director, officer or controlling person of the Company, as the case may be, and shall survive delivery of the Offered Securities to the Underwriters. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Except as otherwise expressly provided herein, the Company will pay or cause to be paid all expenses incident to the performance of the Company's obligations under this Agreement, including (i) the 6 7 preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Offered Securities, (iii) the preparation, issuance and delivery of the certificates for the Offered Securities to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Offered Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Offered Securities under state securities or "blue sky" laws, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto and (viii) the fees and expenses of any trustee for the Offered Securities. The Manager may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Date (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Manager, impracticable to market the Offered Securities or to enforce contracts for the sale of the Offered Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities. If one or more of the Underwriters shall fail on the Closing Date to purchase the Notes or Debentures which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Manager shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Manager shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Offered Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations of Notes or Debentures, as the case may be, hereunder bear to such underwriting obligations of all non-defaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Offered Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this paragraph shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Manager or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect, at their expense, any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this paragraph. 7 8 This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. All notices to any party hereto given or required to be given pursuant to or in connection with this Agreement shall be given in writing. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J.P. MORGAN SECURITIES INC. BANCAMERICA SECURITIES, INC. CHASE SECURITIES INC. NATIONSBANC CAPITAL MARKETS, INC. By: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Kevin J. Singer ------------------------------------ Name: Kevin J. Singer Title: Vice President Accepted: April 23, 1997 TENNECO INC. By: /s/ Karen R. Osar - ---------------------------------------------------- Name: Karen R. Osar Title: Vice President and Treasurer 8 EX-1.2 3 UNDERWRITING AGREEMENT STANDARD PROVISIONS 1 TENNECO INC. UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES) APRIL 4, 1997 2 From time to time, Tenneco Inc., a Delaware corporation, may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein (the "Underwriters"). The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions hereof incorporated therein by reference, is herein referred to as this Agreement. I. The Company proposes to issue from time to time debt securities (the "Securities") to be issued pursuant to the provisions of the Indenture dated as of November 1, 1996 between the Company and The Chase Manhattan Bank, a New York banking corporation, as Trustee (such Indenture as the same may be amended, modified or supplemented at the Closing Date (as hereinafter defined) being hereinafter called the "Indenture"). The Securities will have varying designations, maturities, rates and times of payment of interest, selling prices and redemption terms. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus relating to the Securities, and has or will file with, or mail for filing to, the Commission a prospectus supplement specifically relating to the Offered Securities (as defined in the Underwriting Agreement) pursuant to Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"). The term "Registration Statement" means the registration statement as amended to the date of the Underwriting Agreement. The term "Basic Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus" means the Basic Prospectus, together with the prospectus supplement specifically relating to the Offered Securities, as filed with, or mailed for filing to, the Commission pursuant to Rule 424 under the Securities Act. The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Offered Securities, together with the Basic Prospectus. As used herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and "preliminary prospectus" shall include, in each case, the material, if any, incorporated by reference therein. The term "Underwriters' Securities" means the Offered Securities to be purchased by the Underwriters herein. The term "Contract Securities" means the Offered Securities, if any, to be purchased pursuant to the delayed delivery contracts referred to below. II. If the Prospectus provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto ("Delayed Delivery Contracts"), but with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Company and of the types set forth in the Prospectus. On the Closing Date, the Company will pay the managing Underwriter or Underwriters (the "Manager") as compensation, for the accounts of the Underwriters, the fee set forth in the Underwriting Agreement in respect of the principal amount of the Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts with institutional investors, the Contract Securities shall be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount of Offered Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Offered Securities set forth opposite each Underwriter's name in the Underwriting Agreement, except to the extent that the Manager determines that such reduction shall be otherwise and so advises the Company. 1 3 III. The Company is advised by the Manager that the Underwriters propose to make a public offering of their respective portions of the Underwriters' Securities as soon after this Agreement is entered into as in the Manager's judgment is advisable. The terms of the public offering of the Underwriters' Securities are set forth in the Prospectus. IV. Payment for the Underwriters' Securities shall be made in the manner and at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities registered in such names and in such denominations as the Manager shall request in writing not less than two full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Underwriters' Securities are herein referred to as the "Closing Date." V. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company and its "significant subsidiaries" as defined in Rule S-X under the Securities Act (the "Subsidiaries") taken as a whole, from that set forth in or contemplated by the Registration Statement and the Prospectus; and the Manager shall have received on and as of the Closing Date a certificate, signed by an executive officer of the Company, to the foregoing effect. Each officer making such certificate may rely upon the best of his knowledge, based on reasonable investigation. (b) The Manager shall have received on and as of the Closing Date an opinion of Jenner & Block, counsel of the Company, to the effect that: (i) The Company has been duly incorporated and is validly existing under the laws of the State of Delaware; (ii) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership of property requires such qualification and where the failure to be so qualified or in good standing would have a material adverse effect upon the operations or financial condition of the Company and the Subsidiaries, taken as a whole ("Material Adverse Effect"); (iii) except as set forth in the Prospectus, there are no material pending legal proceedings known to such counsel to which the Company or any Subsidiary is a party or of which property of the Company or any Subsidiary is the subject, which could reasonably be expected or have a Material Adverse Effect; (iv) the Indenture has been duly authorized, executed and delivered and is a valid instrument legally enforceable against the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy or insolvency laws, and has been duly qualified under the Trust Indenture Act of 1939; (v) the Offered Securities have been duly authorized, and when duly executed, authenticated, delivered to and paid for by the Underwriters pursuant to this Agreement or by institutional investors, if any, pursuant to Delayed Delivery Contracts, will be valid and legally binding obligations of the Company entitled to the benefits of the Indenture; (vi) this Agreement has been duly authorized, executed and delivered by the Company; 2 4 (vii) the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company and (assuming that they have been duly authorized, executed and delivered by the purchasers thereunder) are valid and binding agreements of the Company enforceable in accordance with their respective terms, except as such enforcement thereof may be limited by bankruptcy or insolvency laws; (viii) neither the execution and delivery by the Company of this Agreement or the Indenture nor the issuance and sale of the Offered Securities by the Company as provided in the Indenture and in this Agreement and any Delayed Delivery Contracts will result in any violation of any of the terms or provisions of the Certificate of Incorporation or By-Laws of the Company or of any indenture, mortgage or similar agreement or instrument known to such counsel by which the Company or any Subsidiary is bound; (ix) no consent, approval, authorization or other order of or filing with any regulatory authority is legally required for the execution by the Company of the Indenture or the issuance and sale by the Company of the Offered Securities to the Underwriters pursuant to this Agreement or to institutional investors pursuant to any Delayed Delivery Contracts (other than the order of the Commission making the Registration Statement effective and qualifying the Indenture under the Trust Indenture Act of 1939), except that the offer and sale of the Offered Securities in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions; (x) the statements set forth in the Prospectus under the caption "Description of Securities" fairly present the matters referred to therein; (xi) the Registration Statement and the Prospectus and any supplements or amendments thereto (except for the financial statements and financial exhibits and other financial and statistical information included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the Securities Act and the rules and regulations of the Commission thereunder; and (xii) each document incorporated in the Prospectus as originally filed pursuant to the Securities Exchange Act of 1934 as amended (the "Exchange Act") (except for the financial statements and financial exhibits and other financial and statistical information included therein, as to which such counsel need express no opinion), complied as to form when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder; and such counsel shall also state that no facts have come to the attention of such counsel to lead such counsel to believe that the Registration Statement (except for the financial statements and financial exhibits and other financial and statistical information included therein, as to which such counsel need not comment) at the time it became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as amended or supplemented (except as aforesaid), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) The Manager shall have received on and as of the Closing Date an opinion of Cahill Gordon & Reindel, counsel for the Underwriters, covering the matters in (i), (v), (vi), (vii), (xi), (xii) and the last clause of paragraph (b) above. (d) The Manager shall have received on the Closing Date a letter dated the Closing Date in form and substance satisfactory to the Manager, from Arthur Andersen LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus. 3 5 (e) Subsequent to the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been any downgrading in the rating accorded any of the Company's senior debt securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act. VI. In further consideration of the agreements of the Underwriters herein contained, the Company covenants as follows: (a) To furnish the Manager, without charge, a signed copy of the Registration Statement including all documents incorporated by reference therein and exhibits filed with the Registration Statement and, during the period mentioned in paragraph (c) below, as many copies of the Prospectus, any documents incorporated by reference therein at or after the date thereof (including documents from which information has been incorporated) and any supplements and amendments thereto as the Manager may reasonably request. The terms "supplement" and "amendment" or "amend" and "supplement" as used in this Agreement shall include all documents filed by the Company with the Commission subsequent to the date of the Basic Prospectus, pursuant to the Exchange Act, which are deemed to be incorporated by reference in the Prospectus. (b) Before amending or supplementing (i) the Registration Statement during the period referred to in paragraph (c) below, or (ii) the Prospectus with respect to the description of the Offered Securities, to furnish the Manager or its counsel a copy of each such proposed amendment or supplement. (c) If, during such period after the first date of the public offering of the Offered Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law. (d) To endeavor to qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdiction as the Manager shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualifications and in connection with the determination of the eligibility of the Offered Securities for investment under the laws of such jurisdiction as the Manager may designate. (e) To make generally available to the Company's security holders as soon as practicable an earnings statement covering the twelve-month period beginning after the date of this Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act. (f) During the period beginning on the date of this Agreement and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company substantially similar to the Offered Securities, without the prior written consent of the Manager. VII. The Company represents and warrants to each Underwriter that (i) each preliminary prospectus, if any, filed pursuant to Rule 424 under the Securities Act complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (ii) each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations thereunder, (iii) the Registration Statement and Prospectus comply and, as amended or supplemented, if applicable, will 4 6 comply in all material respects with the Securities Act and the applicable rules and regulations thereunder, (iv) each part of the Registration Statement (including the documents incorporated by reference therein) filed with the Commission pursuant to the Securities Act relating to the Offered Securities, when such part became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (v) the Registration Statement and Prospectus do not contain and, as amended or supplemented, if applicable, will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they are made not misleading; except that these representations and warranties do not apply to statements or omissions in the Registration Statement or the Prospectus or any preliminary prospectus based upon information furnished to the Company in writing by any Underwriter expressly for use therein. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (if used within the period set forth in paragraph (c) of Article VI hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Underwriter expressly for use therein; provided, however, that the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities, purchased the Offered Securities if a copy of the Prospectus (excluding documents incorporated therein by reference) had not been sent or given to such person at or prior to the written confirmation of the sale of such Offered Securities to such person and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the Prospectus. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus or any preliminary prospectus. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by the Manager in the case of parties indemnified pursuant to the second preceding paragraph and by the Company in the case of parties indemnified pursuant to the first preceding paragraph. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment 5 7 for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. If the indemnification provided for in the second or third paragraphs of this Article VII is unavailable as a matter of law to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under either such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other in connection with the offering of the Offered Securities shall be deemed to be in the same proportion as the total net proceeds from the offering of such Offered Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters in respect thereof. The relative fault of the Company and of the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Article VII were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article VII, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Article VII are several in proportion to the respective principal amounts of Offered Securities purchased by each of such Underwriters and not joint. The indemnity and contribution agreements contained in this Article VII and the representations and warranties of the Company in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. VIII. This Agreement shall be subject to termination in the absolute discretion of the Manager, by notice given to the Company, if prior to the Closing Date (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iii) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the Manager's judgment, impracticable to market the Offered Securities. 6 8 IX. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities. This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 7 9 SCHEDULE I DELAYED DELIVERY CONTRACT , 19 Dear Sirs: The undersigned hereby agrees to purchase from Tenneco Inc., a Delaware corporation (the "Company"), and the Company agrees to sell to the undersigned: $ principal amount of the Company's [state title of issue] (the "Securities"), offered by the Company's Prospectus dated , 19 and Prospectus Supplement dated , 19 , receipt of copies of which are hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest and on the further terms and conditions set forth in this contract. The undersigned does not contemplate selling Securities prior to making payment therefor. The undersigned will purchase from the Company Securities in the principal amounts and on the delivery dates set forth below:
PLUS ACCRUED DELIVERY DATE PRINCIPAL AMOUNT INTEREST FROM: ------------- ---------------- -------------- $ $ $
Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date". Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or official bank check in New York Clearing House funds at the office of , New York, N.Y., at 10:00 A.M., New York time, on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned on the Delivery Date, in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for the Securities on the Delivery Date shall be subject to the conditions that (1) the purchase of Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject, (2) the Company shall have sold, and delivery shall have taken place to the underwriters (the "Underwriters") named in the Prospectus Supplement referred to above of, such part of the Securities as is to be sold to them and (3) the issuance of the Securities covered by this contract shall not at the Delivery Date result in the breach of any of the provisions of or constitute a default under any other agreement or instrument of the Company as in effect on the date hereof. Promptly after completion of sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth 8 10 below. This will become a binding contract, as of the date first above written, between the Company and the undersigned when such counterpart is so mailed or delivered. This contract shall be governed by and construed in accordance with the laws of the State of New York. Yours very truly, ...................................... (Purchaser) By.................................... ...................................... (Title) ...................................... ...................................... (Address) Accepted: TENNECO INC. By.................................... PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING The name and telephone and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed is as follows: (Please print.)
TELEPHONE NO. NAME (INCLUDING AREA CODE) DEPARTMENT ---- --------------------- ----------
9 EX-4.1 4 8TH SUPPLEMENTAL INDENTURE 1 Exhibit 4.1 ================================================================================ TENNECO INC. AND THE CHASE MANHATTAN BANK, as Trustee _____________ EIGHTH SUPPLEMENTAL INDENTURE Dated as of April 28, 1997 TO INDENTURE Dated as of November 1, 1996 _____________ Providing for the issuance of 7-1/2% Notes due 2007 ================================================================================ 2 EIGHTH SUPPLEMENTAL INDENTURE dated as of April 28, 1997 between TENNECO INC., a corporation duly organized and existing under the laws of the State of Delaware and formerly known as New Tenneco Inc. (hereinafter called the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as trustee (hereinafter called the "Trustee"). WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of November 1, 1996 (as amended, hereinafter called the "Original Indenture"), to provide for the issue of an unlimited amount of debentures, notes and/or other debt obligations of the Company (hereinafter referred to as the "Securities"), the terms of which are to be determined as set forth in Section 2.3 of the Original Indenture; and WHEREAS, Section 8.1 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of setting forth the terms of Securities of any series; and WHEREAS, the Company desires to create a series of the Securities in an aggregate principal amount of $100,000,000 to be designated the "7-1/2% Notes due 2007" (the "Notes"), and all action on the part of the Company necessary to authorize the issuance of the Notes under the Original Indenture and this Eighth Supplemental Indenture has been duly taken; and WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee as in the Original Indenture provided, the valid and binding obligations of the Company, and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed; NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and of the acceptance of this trust by the Trustee, and of the sum of one dollar to the Company duly paid by the Trustee at the execution and delivery of these presents, and of other valuable consideration the receipt whereof is hereby acknowledged and in order to authorize the authentication and delivery of and to set forth the terms of the Notes, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties hereto, for the benefit of holders of the Notes issued under the Original Indenture, as follows: ARTICLE 1. TERMS AND ISSUANCE OF 7-1/2% NOTES DUE 2007 Section 1.1. Issue of Notes. A series of Securities which shall be designated the "7-1/2% Notes due 2007" shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Original Indenture, including without limitation the terms set forth in this Eighth Supplemental Indenture (including the form of Notes set forth in Section 1.2 hereof). The aggregate principal amount of Notes which may be authenticated and delivered under the Original Indenture shall not, except as permitted by the provisions of Sections 2.8, 2.9, 2.11, 8.5 and 12.3 of the Original Indenture, exceed $100,000,000. The entire amount of Notes may forthwith be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered to or upon the order of the Company pursuant to Section 2.4 of the Original Indenture. The Notes shall be issued as Registered Global Securities (as defined in the Original Indenture), the depositary for which shall be The Depositary Trust Company. 3 2 Section 1.2. Forms of Notes and Authentication Certificate. The forms of the Notes and the Trustee's certificate of authentication shall be substantially as follows: [FORM OF FACE OF NOTE] TENNECO INC. 7-1/2% NOTE DUE 2007 No. CUSIP Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________ or registered assigns, the sum of Dollars on April 15, 2007, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the April 15 or October 15 next preceding the date hereof to which interest has been paid, unless the date hereof is an April 15 or October 15 to which interest on the Notes has been paid, in which case from the date hereof, or unless no interest has been paid on the Notes since the original issue date (hereinafter referred to) of this Note, in which case from the original issue date, semi-annually on April 15 and October 15 in each year commencing October 15, 1997, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 7-1/2% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Notes, if the date hereof is after April 1 or October 1 and prior to the following April 15 or October 15, as the case may be, this Note shall bear interest from such April 15 or October 15, or, if no interest has been paid on the Notes since the original issue date of this Note, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such April 15 or October 15, then this Note shall bear interest from the April 15 or October 15 to which interest has been paid or, if no interest has been paid on the Notes since the original issue date of this Note, from the original issue date. The interest so payable on any April 15 or October 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Note is registered at the close of business on the April 1 or October 1, as the case may be, next preceding such April 15 or October 15, or if such April 1 or October 1 is not a business day, the business day next preceding such April 1 or October 1. Interest on this Note shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Note are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Note register. The original issue date in respect of the Notes is April 28, 1997. ADDITIONAL PROVISIONS OF THIS NOTE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 4 3 In Witness Whereof, Tenneco Inc. has caused this Instrument to be signed in its name by its Chairman of the Board or its President or a Vice President, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested by its Secretary or an Assistant Secretary. Dated................................ Tenneco Inc. By................................................... Chairman of the Board Attest: ..................................... Secretary [FORM OF REVERSE OF NOTE] TENNECO INC. 7-1/2% NOTE DUE 2007 This Note is one of a duly authorized issue of Notes of the Company known as its 7-1/2% Notes due 2007 (herein called the "Notes"), limited to the aggregate principal amount of $100,000,000, all issued under and equally entitled to the benefits of an Indenture (herein, together with any amendments and supplements thereto, including without limitation the form and terms of Securities issued pursuant thereto, called the "Indenture"), dated as of November 1, 1996, executed by the Company to The Chase Manhattan Bank (herein, together with any successor thereto, called the "Trustee"), as Trustee, to which Indenture reference is hereby made for a statement of the rights thereunder of the Trustee and of the registered holders of the Notes and of the duties thereunder of the Trustee and the Company. The Notes will be redeemable as a whole or in part, at the option of the Company at any time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 10 basis points, plus accrued interest to the date of redemption. "Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Independent Investment Banker" means Merrill Lynch & Co. or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. "Comparable Treasury Price " means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury 5 4 Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. "Reference Treasury Dealer" means each of Merrill Lynch & Co., J.P. Morgan Securities Inc., BancAmerica Securities, Inc., Chase Securities Inc. and NationsBanc Capital Markets, Inc.; provided however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer "), the Company shall substitute therefor another Primary Treasury dealer. Holders of Notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. The Indenture permits the Company to issue unsecured debentures, notes and/or other evidences of indebtedness in one or more series ("Securities") up to such principal amount or amounts as may be authorized in accordance with the terms of the Indenture. To the extent permitted by, and as provided in, the Indenture, modifications or alterations of the Indenture and of the rights and obligations of the Company and of the holders of the Notes may be made with the consent of the Company and with the consent of the holders of not less than a majority in principal amount of the Securities of all series then outstanding under the Indenture (treated as a single class) which are affected by the modification or amendment thereto; provided, however, that without the consent of the holder hereof no such modification or alteration shall be made which will affect the terms of payment of the principal of or interest on this Note. In case a default, as defined in the Indenture, shall occur, the principal of all the Notes at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may in certain events be waived by the holders of a majority in principal amount of the Notes outstanding in the case of payment defaults on the Notes and in certain other events by the holders of a majority in principal amount of the Securities of all series then outstanding under the Indenture (treated as a single class) which are affected thereby. The Indenture provides that no holder of any Note may enforce any remedy under the Indenture except in the case of refusal or neglect of the Trustee to act after notice of default and after request by the holders of a majority in principal amount of the outstanding Notes in certain events (and in certain other events by the holders of a majority in principal amount of the Securities of all series then outstanding under the Indenture, treated as a single class, which are affected thereby) and the offer to the Trustee of security and indemnity satisfactory to it; provided, however, that such provision shall not prevent the holder hereof from enforcing payment of the principal of or interest on this Note. Unless this certificate is presented by an authorized representative of a Depositary to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of the nominee of such Depositary or such other name as requested by an authorized representative of such Depositary and any payment is made to the nominee of such Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, the nominee, has an interest herein. The Company, the Trustee, any paying agent and any Registrar of the Notes may deem and treat the person in whose name this Note is registered as the absolute owner hereof for all purposes whatsoever, and neither the Company nor the Trustee nor any paying agent nor any Registrar of the Notes shall be affected by any notice to the contrary. 6 5 No recourse shall be had for the payment of the principal of or the interest on, this Note, or for any claim based hereon or on the Indenture, against any incorporator or against any stockholder, director or officer, as such, past, present or future, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being released by every owner hereof by the acceptance of this Note and as part of the consideration for the issue hereof, and being likewise released by the terms of the Indenture; provided, however, that nothing herein or in the Indenture contained shall be taken to prevent recourse to and the enforcement of the liability, if any, of any stockholder or subscriber to capital stock of the Company upon or in respect of shares of capital stock not fully paid up. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This Note is one of 7-1/2% Notes due 2007 described in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, Trustee, By...................................... Authorized Officer. ARTICLE 2. MISCELLANEOUS Section 2.1. Execution as Supplemental Indenture. This Eighth Supplemental Indenture is executed and shall be construed as an Indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Eighth Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Original Indenture. Section 2.2. Responsibility for Recitals, Etc. The recitals herein and in the Notes (except in the Trustee's certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Eighth Supplemental Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or of the proceeds thereof. Section 2.3. Provisions Binding on Company's Successors. All the covenants, stipulations, promises and agreements in this Eighth Supplemental Indenture contained by the Company shall bind its successors and assigns whether so expressed or not. SECTION 2.4. NEW YORK CONTRACT. THIS EIGHTH SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 7 6 Section 2.5. Execution and Counterparts. This Eighth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original but such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, said TENNECO INC. has caused this Eighth Supplemental Indenture to be executed in its corporate name by its Chairman of the Board or its President or one of its Vice Presidents, and said THE CHASE MANHATTAN BANK has caused this Eighth Supplemental Indenture to be executed in its corporate name by one of its Vice Presidents as of April 28, 1997. TENNECO INC. By___________________________________ KAREN A. OSAR Vice President and Treasurer THE CHASE MANHATTAN BANK By___________________________________ RONALD J. HALLERAN Second Vice President EX-4.2 5 9TH SUPPLEMENTAL INDENTURE 1 Exhibit 4.2 ================================================================================ TENNECO INC. AND THE CHASE MANHATTAN BANK, as Trustee _____________ NINTH SUPPLEMENTAL INDENTURE Dated as of April 28, 1997 TO INDENTURE Dated as of November 1, 1996 _____________ Providing for the issuance of 7-7/8% Debentures due 2027 ================================================================================ 2 NINTH SUPPLEMENTAL INDENTURE dated as of April 28, 1997 between TENNECO INC., a corporation duly organized and existing under the laws of the State of Delaware and formerly known as New Tenneco Inc. (hereinafter called the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as trustee (hereinafter called the "Trustee"). WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of November 1, 1996 (as amended, hereinafter called the "Original Indenture"), to provide for the issue of an unlimited amount of debentures, notes and/or other debt obligations of the Company (hereinafter referred to as the "Securities"), the terms of which are to be determined as set forth in Section 2.3 of the Original Indenture; and WHEREAS, Section 8.1 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of setting forth the terms of Securities of any series; and WHEREAS, the Company desires to create a series of the Securities in an aggregate principal amount of $200,000,000 to be designated the "7-7/8% Debentures due 2027" (the "Debentures"), and all action on the part of the Company necessary to authorize the issuance of the Debentures under the Original Indenture and this Ninth Supplemental Indenture has been duly taken; and WHEREAS, all acts and things necessary to make the Debentures, when executed by the Company and authenticated and delivered by the Trustee as in the Original Indenture provided, the valid and binding obligations of the Company, and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed; NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and of the acceptance of this trust by the Trustee, and of the sum of one dollar to the Company duly paid by the Trustee at the execution and delivery of these presents, and of other valuable consideration the receipt whereof is hereby acknowledged and in order to authorize the authentication and delivery of and to set forth the terms of the Debentures, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties hereto, for the benefit of holders of the Debentures issued under the Original Indenture, as follows: ARTICLE 1. TERMS AND ISSUANCE OF 7-7/8% DEBENTURES DUE 2027 Section 1.1. Issue of Debentures. A series of Securities which shall be designated the "7-7/8% Debentures due 2027" shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Original Indenture, including without limitation the terms set forth in this Ninth Supplemental Indenture (including the form of Debentures set forth in Section 1.2 hereof). The aggregate principal amount of Debentures which may be authenticated and delivered under the Original Indenture shall not, except as permitted by the provisions of Sections 2.8, 2.9, 2.11, 8.5 and 12.3 of the Original Indenture, exceed $200,000,000. The entire amount of Debentures may forthwith be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered to or upon the order of the Company pursuant to Section 2.4 of the Original Indenture. The Debentures shall be issued as Registered Global Securities (as defined in the Original Indenture), the depositary for which shall be The Depositary Trust Company. 3 2 Section 1.2. Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [FORM OF FACE OF DEBENTURE] TENNECO INC. 7-7/8% DEBENTURE DUE 2027 No. CUSIP Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________ or registered assigns, the sum of Dollars on April 15, 2027, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the April 15 or October 15 next preceding the date hereof to which interest has been paid, unless the date hereof is an April 15 or October 15 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on April 15 and October 15 in each year commencing October 15, 1997, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 7-7/8% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after April 1 or October 1 and prior to the following April 15 or October 15, as the case may be, this Debenture shall bear interest from such April 15 or October 15, or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such April 15 or October 15, then this Debenture shall bear interest from the April 15 or October 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any April 15 or October 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the April 1 or October 1, as the case may be, next preceding such April 15 or October 15, or if such April 1 or October 1 is not a business day, the business day next preceding such April 1 or October 1. Interest on this Debenture shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is April 28, 1997. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 4 3 In Witness Whereof, Tenneco Inc. has caused this Instrument to be signed in its name by its Chairman of the Board or its President or a Vice President, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested by its Secretary or an Assistant Secretary. Dated................................ Tenneco Inc. By....................................... Chairman of the Board Attest: ..................................... Secretary [FORM OF REVERSE OF DEBENTURE] TENNECO INC. 7-7/8% DEBENTURE DUE 2027 This Debenture is one of a duly authorized issue of Debentures of the Company known as its 7-7/8% Debentures due 2027 (herein called the "Debentures"), limited to the aggregate principal amount of $200,000,000, all issued under and equally entitled to the benefits of an Indenture (herein, together with any amendments and supplements thereto, including without limitation the form and terms of Securities issued pursuant thereto, called the "Indenture"), dated as of November 1, 1996, executed by the Company to The Chase Manhattan Bank (herein, together with any successor thereto, called the "Trustee"), as Trustee, to which Indenture reference is hereby made for a statement of the rights thereunder of the Trustee and of the registered holders of the Debentures and of the duties thereunder of the Trustee and the Company. The Debentures will be redeemable as a whole or in part, at the option of the Company at any time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 25 basis points, plus accrued interest to the date of redemption. "Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Debentures that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Debentures. "Independent Investment Banker" means Merrill Lynch & Co. or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. "Comparable Treasury Price " means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such 5 4 Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. "Reference Treasury Dealer" means each of Merrill Lynch & Co., J.P. Morgan Securities Inc., BancAmerica Securities, Inc., Chase Securities Inc. and NationsBanc Capital Markets, Inc.; provided however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer "), the Company shall substitute therefor another Primary Treasury dealer. Holders of Debentures to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. The Indenture permits the Company to issue unsecured debentures, notes, and/or other evidences of indebtedness in one or more series ("Securities") up to such principal amount or amounts as may be authorized in accordance with the terms of the Indenture. To the extent permitted by, and as provided in, the Indenture, modifications or alterations of the Indenture and of the rights and obligations of the Company and of the holders of the Debentures may be made with the consent of the Company and with the consent of the holders of not less than a majority in principal amount of the Securities of all series then outstanding under the Indenture (treated as a single class) which are affected by the modification or amendment thereto; provided, however, that without the consent of the holder hereof no such modification or alteration shall be made which will affect the terms of payment of the principal of or interest on this Debenture. In case a default, as defined in the Indenture, shall occur, the principal of all the Debentures at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may in certain events be waived by the holders of a majority in principal amount of the Debentures outstanding in the case of payment defaults on the Debentures and in certain other events by the holders of a majority in principal amount of the Securities of all series then outstanding under the Indenture (treated as a single class) which are affected thereby. The Indenture provides that no holder of any Debenture may enforce any remedy under the Indenture except in the case of refusal or neglect of the Trustee to act after notice of default and after request by the holders of a majority in principal amount of the outstanding Debentures in certain events (and in certain other events by the holders of a majority in principal amount of the Securities of all series then outstanding under the Indenture, treated as a single class, which are affected thereby) and the offer to the Trustee of security and indemnity satisfactory to it; provided, however, that such provision shall not prevent the holder hereof from enforcing payment of the principal of or interest on this Debenture. Unless this certificate is presented by an authorized representative of a Depositary to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of the nominee of such Depositary or such other name as requested by an authorized representative of such Depositary and any payment is made to the nominee of such Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, the nominee, has an interest herein. The Company, the Trustee, any paying agent and any Registrar of the Debentures may deem and treat the person in whose name this Debenture is registered as the absolute owner hereof for all purposes 6 5 whatsoever, and neither the Company nor the Trustee nor any paying agent nor any Registrar of the Debentures shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on, this Debenture, or for any claim based hereon or on the Indenture, against any incorporator or against any stockholder, director or officer, as such, past, present or future, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being released by every owner hereof by the acceptance of this Debenture and as part of the consideration for the issue hereof, and being likewise released by the terms of the Indenture; provided, however, that nothing herein or in the Indenture contained shall be taken to prevent recourse to and the enforcement of the liability, if any, of any stockholder or subscriber to capital stock of the Company upon or in respect of shares of capital stock not fully paid up. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This Debenture is one of 7-7/8% Debentures due 2027 described in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, Trustee, By............................ Authorized Officer. ARTICLE 2. MISCELLANEOUS Section 2.1. Execution as Supplemental Indenture. This Ninth Supplemental Indenture is executed and shall be construed as an Indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Ninth Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Original Indenture. Section 2.2. Responsibility for Recitals, Etc. The recitals herein and in the Debentures (except in the Trustee's certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Indenture or of the Debentures. The Trustee shall not be accountable for the use or application by the Company of the Debentures or of the proceeds thereof. Section 2.3. Provisions Binding on Company's Successors. All the covenants, stipulations, promises and agreements in this Ninth Supplemental Indenture contained by the Company shall bind its successors and assigns whether so expressed or not. SECTION 2.4. NEW YORK CONTRACT. THIS NINTH SUPPLEMENTAL INDENTURE AND EACH DEBENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN 7 6 ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Section 2.5. Execution and Counterparts. This Ninth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original but such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, said TENNECO INC. has caused this Ninth Supplemental Indenture to be executed in its corporate name by its Chairman of the Board or its President or one of its Vice Presidents, and said THE CHASE MANHATTAN BANK has caused this Ninth Supplemental Indenture to be executed in its corporate name by one of its Vice Presidents as of April 28, 1997. TENNECO INC. By________________________________ KAREN A. OSAR Vice President and Treasurer THE CHASE MANHATTAN BANK By________________________________ RONALD J. HALLERAN Second Vice President -----END PRIVACY-ENHANCED MESSAGE-----