-----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, FxCp+miTpUmozLPe3Trn8KbEt9kEesAWIrgjwraZ2uJo5V7w4hd1LBl/zuncQojx T6wc9Pe6B4wdNYWZ3d9uQA== 0000950124-97-003380.txt : 19970616 0000950124-97-003380.hdr.sgml : 19970616 ACCESSION NUMBER: 0000950124-97-003380 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970611 ITEM INFORMATION: Other events FILED AS OF DATE: 19970613 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: 97624050 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 DATED 6-11-97 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): June 11, 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 June 11, 1997, the Registrant sold $300,000,000 aggregate principal amount of its 7-5/8% Debentures due June 15, 2017 to credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Citicorp Securities, Inc. and UBS Securities LLC Chase Securities Inc. and NationsBanc 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 June 11, 1997 among Tenneco Inc. and Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Citicorp Securities, Inc. and UBS Securities LLC 4.1 Form of Tenth Supplemental Indenture between Tenneco Inc. and The Chase Manhattan Bank, as Trustee, dated as of June 16, 1997 to Indenture dated as of November 1, 1996, providing for the issuance of 7-5/8% Debentures due June 15, 2017. 4.2 Form of 7-5/8% Debenture due June 15, 2017 (contained in the Form of Tenth Supplemental Indenture filed as Exhibit 4.1 to this Current Report).
-2- 3 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: June 13, 1997 By: /s/ Karl A. Stewart ------------------- Karl A. Stewart Vice President and Secretary -3- 4 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 1.1 Underwriting Agreement dated June 11, 1997 among Tenneco Inc. and Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Citicorp Securities, Inc. and UBS Securities LLC 4.1 Form of Tenth Supplemental Indenture between Tenneco Inc. and The Chase Manhattan Bank, as Trustee, dated as of June 16, 1997 to Indenture dated as of November 1, 1996, providing for the issuance of 7-5/8% Debentures due June 15, 2017. 4.2 Form of 7-5/8% Debenture due June 15, 2017 (contained in the Form of Tenth Supplemental Indenture filed as Exhibit 4.1 to this Current Report).
EX-1.1 2 UNDERWRITING AGREEMENT 1 UNDERWRITING AGREEMENT June 11, 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 $300,000,000 aggregate principal amount of 7 5/8% Debentures due June 15, 2017 (the "Debentures"). 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 Debentures set forth below opposite their names at 99.033% of the principal amount of the Debentures (together with accrued interest, if any, from June 16, 1997, to the date of payment and delivery):
PRINCIPAL AMOUNT OF NAME DEBENTURES - -------------------------------------------------------------------------------- ------------ Credit Suisse First Boston Corporation.......................................... $ 75,000,000 Morgan Stanley & Co. Incorporated........................................................... 75,000,000 Citicorp Securities, Inc........................................................ 75,000,000 UBS Securities LLC.............................................................. 75,000,000 ------------ Total...................................................................... $300,000,000 ===========
The Underwriters will pay for such Debentures upon delivery thereof at the office of Credit Suisse First Boston Corporation, New York, N.Y. at 9:00 A.M., New York time, on June 16, 1997, or at such other time, not later than June 23, 1997, as shall be designated by the Manager. Payment will be made in immediately available funds to an account designated by the Company. The Debentures will have the following terms: Maturity: June 15, 2017 Interest Rate: 7 5/8% Redemption provisions: As set forth in the Prospectus. Sinking Fund: None Interest Payment Dates: June 15 and December 15, beginning December 15, 1997 We have advised you that we propose to make a public offering of the Debentures as soon as in our judgment is advisable. We further advise you that the Debentures are to be offered to the public initially at 99.908% of the principal amount thereof (i.e., the public offering price) (together with accrued interest, if any, from June 16, 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 0.50% 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 0.25% 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 (Debentures) dated April 4, 1997 (the "Base Underwriting Agreement"), a copy of which we have previously received, are herein incorporated by reference 2 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 Debentures (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 indenture governing the Debentures and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Debentures and compliance by the Company with its obligations hereunder and under the Indenture (as supplemented) and the Debentures) 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 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 2 3 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 or 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 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. 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 3 4 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 Credit Suisse First Boston Corporation 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 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). 4 5 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 Credit Suisse First Boston Corporation; 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 Debentures pursuant to this Agreement or (ii) if the allocation provided by 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 Debentures pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Debentures 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 Debentures as set forth on such cover. 5 6 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 Debentures 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 Debentures 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 Debentures 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 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 Debentures, (iii) the preparation, issuance and delivery of the certificates for the Debentures to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Debentures to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Debentures 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 the Prospectus and any amendments or supplements thereto, (vii) the preparation, 6 7 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 Debentures. 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 Debentures or to enforce contracts for the sale of the Debentures, 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 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 Debentures 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 Debentures 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 Debentures 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. 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. 7 8 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, CREDIT SUISSE FIRST BOSTON CORPORATION MORGAN STANLEY & CO. INCORPORATED CITICORP SECURITIES, INC. UBS SECURITIES LLC By: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ JAMES M. DUNPHY ------------------------------------ Name: James M. Dunphy Title: Director Accepted: June 11, 1997 TENNECO INC. By: /s/ KAREN R. OSAR -------------------------------------------------------- Name: Karen R. Osar Title: Vice President and Treasurer 8 EX-4.1 3 TENTH SUPPLEMENTAL INDENTURE 1 ================================================================================ TENNECO INC. AND THE CHASE MANHATTAN BANK, as Trustee ------------------- TENTH SUPPLEMENTAL INDENTURE Dated as of June 16, 1997 TO INDENTURE Dated as of November 1, 1996 --------------------- Providing for the issuance of 7 5/8% Debentures due June 15, 2017 =============================================================================== 2 TENTH SUPPLEMENTAL INDENTURE dated as of June 16, 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 $300,000,000 to be designated the "7 5/8% Debentures due June 15, 2017" (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 Tenth 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 5/8% DEBENTURES DUE JUNE 15, 2017 Section 1.1. Issue of Debentures. A series of Securities which shall be designated the "7 5/8% Debentures due June 15, 2017" 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 Tenth 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 $300,000,000. 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 Depository 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 5/8% DEBENTURE DUE JUNE 15, 2017 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 June 15, 2017, 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 June 15 or December 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a June 15 or December 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 June 15 and December 15 in each year commencing December 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 5/8% 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 June 1 or December 1 and prior to the following June 15 or December 15, as the case may be, this Debenture shall bear interest from such June 15 or December 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 June 15 or December 15, then this Debenture shall bear interest from the June 15 or December 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 June 15 or December 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 June 1 or December 1, as the case may be, next preceding such June 15 or December 15, or if such June 1 or December 1 is not a business day, the business day next preceding such June 1 or December 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 June 16, 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..................................... Vice President Attest: ................................. Assistant Secretary [FORM OF REVERSE OF DEBENTURE] TENNECO INC. 7 5/8 DEBENTURE DUE JUNE 15, 2017 This Debenture is one of a duly authorized issue of Debentures of the Company known as its 7 5/8% Debentures due June 15, 2017 (herein called the "Debentures"), limited to the aggregate principal amount of $300,000,000, 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 20 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 Credit Suisse First Boston Corporation 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 Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Citicorp Securities, Inc. and UBS Securities LLC; 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 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. 6 5 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 5/8% Debentures due June 15, 2017 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 Tenth Supplemental Indenture is executed and shall be construed as an Indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Tenth 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 Tenth 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 Tenth Supplemental Indenture contained by the Company shall bind its successors and assigns whether so expressed or not. SECTION 2.4. NEW YORK CONTRACT. THIS TENTH 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 ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 7 6 Section 2.5. Execution and Counterparts. This Tenth 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 Tenth 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 Tenth Supplemental Indenture to be executed in its corporate name by one of its Vice Presidents as of June 16, 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-----