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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 4, 1999
(Date of earliest event reported)
PACTIV CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 001-15157 36-2552989
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
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1900 WEST FIELD COURT, LAKE FOREST, ILLINOIS 60045
(Address of Principal Executive Offices) (Zip Code)
(847) 482-2000
(Registrant's Telephone Number, Including Area Code)
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Pactiv Corporation, formerly known as Tenneco Packaging Inc. (the
"Registrant"), submits the following information:
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 4, 1999, pursuant to a Distribution Agreement (the
"Distribution Agreement") dated as of November 3, 1999, between the Registrant
and Tenneco Inc. ("Tenneco"): (i) Tenneco and its subsidiaries completed various
intercompany transfers and distributions designed to restructure their existing
businesses so the assets, liabilities and operations of (A) the packaging
business and administrative services operations are owned, directly and
indirectly, by the Registrant, and (B) the automotive business are owned,
directly and indirectly, by Tenneco; and (ii) Tenneco distributed (the
"Distribution") pro rata to holders of Tenneco's common stock, par value $.01
per share, all of the outstanding common stock, par value $.01 per share, of the
Registrant.
The Distribution and the other transactions contemplated by the
Distribution Agreement are more fully described in the Registrant's Registration
Statement on Form 10 filed July 15, 1999, with the Securities and Exchange
Commission, as amended (the "Registrant's Form 10").
ITEM 5. OTHER EVENTS.
The Registrant changed its name to "Pactiv Corporation" immediately before
the consummation of the Distribution. Pursuant to the restructuring of Tenneco's
indebtedness for money borrowed in connection with the transactions contemplated
by the Distribution Agreement, on November 4, 1999, the Registrant issued debt
securities in the aggregate principal amount of approximately $1.17 billion,
which were exchanged by Tenneco for certain debt securities (the "Tenneco Debt
Securities") of Tenneco (the "Debt Exchange"). Tenneco then canceled the Tenneco
Debt Securities. For additional information concerning the Distribution and the
transactions contemplated thereby, see Item 2, above. The Debt Exchange is more
fully described in the Registrant's Registration Statement on Form S-4 filed
July 15, 1999, with the Securities and Exchange Commission, as amended.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial statements
relating to the businesses acquired required by Item 7 of Form 8-K were
previously reported in the Registrant's Form 10.
(b) PRO FORMA FINANCIAL INFORMATION. Pro forma financial information with
respect to the businesses acquired was previously reported in the Registrant's
Form 10.
(c) EXHIBITS. The following is filed herewith. The exhibit number
corresponds with Item 601 of Regulation S-K.
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EXHIBIT NO. DESCRIPTION
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2 Distribution Agreement (the "Distribution Agreement"), dated
as of November 3, 1999, by and between the Registrant
(formerly known as Tenneco Packaging Inc.) and Tenneco Inc.
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SIGNATURE
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 thereunto duly authorized.
PACTIV CORPORATION
By: /s/ JAMES V. FAULKNER, JR.
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James V. Faulkner, Jr.
Vice President and General Counsel
Dated: November 11, 1999
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EXHIBIT 2
DISTRIBUTION AGREEMENT
BETWEEN
TENNECO INC.
(TO BE RENAMED TENNECO AUTOMOTIVE INC.)
AND
TENNECO PACKAGING INC.
NOVEMBER 3, 1999
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS..............................................................................................1
SECTION 1.01. GENERAL....................................................................................1
SECTION 1.02. REFERENCES................................................................................15
ARTICLE II
PRE-DISTRIBUTION TRANSACTIONS;
CERTAIN COVENANTS.......................................................................................15
SECTION 2.01. CORPORATE RESTRUCTURING TRANSACTIONS......................................................15
SECTION 2.02. PRE-DISTRIBUTION STOCK DIVIDEND TO TENNECO................................................15
SECTION 2.03. CERTIFICATE OF INCORPORATION AND BYLAWS OF PACKAGING......................................15
SECTION 2.04. ELECTION OF DIRECTORS OF PACKAGING........................................................15
SECTION 2.05. TRANSFER AND ASSIGNMENT OF CERTAIN LICENSES AND PERMITS...................................16
SECTION 2.06. TRANSFER AND ASSIGNMENT OF CERTAIN AGREEMENTS.............................................16
SECTION 2.07. OTHER TRANSACTIONS........................................................................18
SECTION 2.08. ELECTION OF OFFICERS......................................................................18
SECTION 2.09. PACKAGING REGISTRATION STATEMENT..........................................................18
SECTION 2.10. STATE SECURITIES LAWS.....................................................................18
SECTION 2.11. LISTING APPLICATION.......................................................................18
SECTION 2.12. CERTAIN FINANCIAL AND OTHER ARRANGEMENTS..................................................19
SECTION 2.13. DIRECTOR, OFFICER AND EMPLOYEE RESIGNATIONS...............................................19
SECTION 2.14. TRANSFERS NOT EFFECTED PRIOR TO THE DISTRIBUTION; TRANSFERS
DEEMED EFFECTIVE AS OF THE DISTRIBUTION DATE...................................................19
SECTION 2.15. ANCILLARY AGREEMENTS.....................................................................20
SECTION 2.16. DEBT REALIGNMENT.........................................................................20
ARTICLE III
THE DISTRIBUTION........................................................................................21
SECTION 3.01. TENNECO ACTION PRIOR TO THE DISTRIBUTION..................................................21
SECTION 3.02. THE DISTRIBUTION..........................................................................21
ARTICLE IV
CONDITIONS TO THE DISTRIBUTION..........................................................................22
SECTION 4.01. CONDITIONS PRECEDENT TO THE DISTRIBUTION..................................................22
SECTION 4.02. NO CONSTRAINT.............................................................................23
SECTION 4.03. DEFERRAL OF DISTRIBUTION DATE.............................................................23
SECTION 4.04. PUBLIC NOTICE OF DEFERRED DISTRIBUTION DATE...............................................23
ARTICLE V
COVENANTS...............................................................................................24
SECTION 5.01. FURTHER ASSURANCES........................................................................24
SECTION 5.02. TENNECO NAME..............................................................................24
SECTION 5.03. SUPPLIES AND DOCUMENTS....................................................................24
SECTION 5.04. ASSUMPTION AND SATISFACTION OF LIABILITIES................................................24
SECTION 5.05. NO REPRESENTATIONS OR WARRANTIES; CONSENTS................................................25
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(i)
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SECTION 5.06. REMOVAL OF CERTAIN GUARANTEES.............................................................26
SECTION 5.07. PUBLIC ANNOUNCEMENTS......................................................................26
SECTION 5.08. INTERCOMPANY AGREEMENTS...................................................................27
SECTION 5.09. TAX MATTERS...............................................................................27
SECTION 5.10. 1996 AGREEMENTS...........................................................................28
SECTION 5.11. TENNECO COMMON STOCK......................................................................28
ARTICLE VI
ACCESS TO INFORMATION...................................................................................28
SECTION 6.01. PROVISION, TRANSFER AND DELIVERY OF APPLICABLE CORPORATE
RECORDS...................................................................................28
SECTION 6.02. ACCESS TO INFORMATION.....................................................................29
SECTION 6.03. REIMBURSEMENTS, OTHER MATTERS.............................................................29
SECTION 6.04. CONFIDENTIALITY...........................................................................29
SECTION 6.05. WITNESS SERVICES..........................................................................30
SECTION 6.06. RETENTION OF RECORDS......................................................................31
SECTION 6.07. PRIVILEGED MATTERS........................................................................31
ARTICLE VII
INDEMNIFICATION.........................................................................................32
SECTION 7.01. INDEMNIFICATION BY TENNECO................................................................32
SECTION 7.02. INDEMNIFICATION BY PACKAGING..............................................................33
SECTION 7.03. NO INDEMNIFICATION IN RESPECT OF INDEMNITEE'S INVESTMENT..................................33
SECTION 7.04. LIMITATIONS ON INDEMNIFICATION OBLIGATIONS................................................33
SECTION 7.05. PROCEDURES FOR INDEMNIFICATION............................................................34
SECTION 7.06. INDEMNIFICATION PAYMENTS..................................................................37
SECTION 7.07. OTHER ADJUSTMENTS.........................................................................37
SECTION 7.08. OBLIGATIONS ABSOLUTE......................................................................38
SECTION 7.09. SURVIVAL OF INDEMNITIES...................................................................38
SECTION 7.10. REMEDIES CUMULATIVE.......................................................................38
SECTION 7.11. COOPERATION OF THE PARTIES WITH RESPECT TO ACTIONS AND THIRD
PARTY CLAIMS..............................................................................38
SECTION 7.12. CONTRIBUTION..............................................................................39
SECTION 7.13. PROCEDURES WITH RESPECT TO TRANSACTION LIABILITIES........................................40
ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS...............................................................40
SECTION 8.01. INDEMNIFICATION OF OFFICERS AND DIRECTORS.................................................40
ARTICLE IX
MISCELLANEOUS...........................................................................................41
SECTION 9.01. COMPLETE AGREEMENT, CONSTRUCTION..........................................................41
SECTION 9.02. ANCILLARY AGREEMENTS......................................................................41
SECTION 9.03. COUNTERPARTS..............................................................................41
SECTION 9.04. SURVIVAL OF AGREEMENTS....................................................................41
SECTION 9.05. RESPONSIBILITY FOR EXPENSES...............................................................42
SECTION 9.06. NOTICES...................................................................................43
SECTION 9.07. WAIVERS...................................................................................43
SECTION 9.08. AMENDMENTS................................................................................43
SECTION 9.09. ASSIGNMENT................................................................................43
SECTION 9.10. SUCCESSORS AND ASSIGNS....................................................................44
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(ii)
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SECTION 9.11. TERMINATION...............................................................................44
SECTION 9.12. THIRD PARTY BENEFICIARIES.................................................................44
SECTION 9.13. ATTORNEY FEES.............................................................................44
SECTION 9.14. TITLE AND HEADINGS........................................................................44
SECTION 9.15. EXHIBITS AND SCHEDULES....................................................................44
SECTION 9.16. SPECIFIC PERFORMANCE......................................................................44
SECTION 9.17. GOVERNING LAW.............................................................................44
SECTION 9.18. SEVERABILITY..............................................................................45
SECTION 9.19. SUBSIDIARIES..............................................................................45
</TABLE>
(iii)
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LIST OF EXHIBITS
EXHIBIT DESCRIPTION
A -- AUTOMOTIVE BUSINESS PRO FORMA BALANCE SHEET
B -- AUTOMOTIVE SUBSIDIARIES
C -- CORPORATE RESTRUCTURING TRANSACTIONS
D -- DEBT REALIGNMENT PLAN
E -- FORM OF HUMAN RESOURCES AGREEMENT
F -- PACKAGING BUSINESS PRO FORMA BALANCE SHEET
G -- PACKAGING SUBSIDIARIES
H -- FORM OF TAX SHARING AGREEMENT
I -- SHARED AGREEMENTS
J -- EXCEPTIONS TO RESIGNATIONS OF COMMON DIRECTORS,
OFFICERS AND EMPLOYEES
K -- FORM OF TRANSITION TRADEMARK LICENSE
(iv)
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DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made and entered into as of November 3,
1999 by and between Tenneco Inc., a Delaware corporation to be renamed Tenneco
Automotive Inc. ("TENNECO"), and Tenneco Packaging Inc., a Delaware corporation
("PACKAGING").
RECITALS
WHEREAS, the Board of Directors of Tenneco has deemed it appropriate
and advisable to:
(a) separate and divide the existing businesses of Tenneco so
that (i) Packaging and its subsidiaries shall own, directly or
indirectly, the Packaging Business (as defined below), and (ii) Tenneco
and its remaining subsidiaries shall own, directly or indirectly, the
Automotive Business (as defined below);
(b) distribute, following consummation of such separation and
division as a dividend to the holders of outstanding shares of common
stock, par value $.01 per share, of Tenneco (the "TENNECO COMMON
STOCK") all of the outstanding shares of common stock, $.01 par value,
of Packaging (the "PACKAGING COMMON STOCK"); and
(c) change the name of Tenneco Inc. to Tenneco Automotive Inc.
upon consummation of the transaction; and
WHEREAS, each of Tenneco and Packaging has determined that it is
necessary and desirable to set forth the principal corporate transactions
required to effect such separation, division and distribution and to set forth
other agreements that will govern certain other matters prior to and following
such separation, division and distribution.
NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained in this Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. GENERAL. Unless otherwise defined herein or unless the
context otherwise requires, the following terms will have the meanings set forth
or referenced below (such meanings to be equally applicable to both the singular
and plural forms of the terms defined).
"ACTION" means any action, suit, arbitration, inquiry, proceeding or
investigation by or before any Governmental Authority or any arbitration
tribunal.
"AFFILIATE" means, when used with respect to a specified Person,
another Person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the Person
specified. For the purpose of this definition, "control" means (i) the ownership
or control of more than 50% of the equity interest in any Person, or (ii) the
ability to direct or cause the direction of the management or affairs of a
Person, whether through the direct or indirect ownership of voting interests, by
contract or otherwise.
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"AGENT" means First Chicago Trust Company of New York, or such other
trust company or bank designated by Tenneco and Packaging, who shall act as
agent for the holders of Tenneco Common Stock in connection with the
Distribution.
"AGREEMENT" means this Distribution Agreement by and between Tenneco
and Packaging, including any amendments hereto and each Schedule and Exhibit
attached hereto.
"ANCILLARY AGREEMENTS" means all of the written agreements,
instruments, understandings, assignments or other arrangements (other than this
Agreement) entered into by either of the parties hereto or any other member of
its respective Group in connection with the Corporate Restructuring
Transactions, the Distribution and the other transactions contemplated hereby or
thereby, including, without limitation, the following:
(i) the Conveyancing and Assumption Instruments;
(ii) the Human Resources Agreement;
(iii) the Tax Sharing Agreement;
(iv) the Insurance Agreement;
(v) the Transition Services Agreement; and
(vi) the Transition Trademark License.
"AUTOMOTIVE ASSETS" means, collectively, all of the rights and assets
owned by Tenneco or any of its Subsidiaries as of the close of business on the
Distribution Date, including:
(i) the capital stock of the Automotive Subsidiaries;
(ii) all of the assets included on the Automotive Business Pro
Forma Balance Sheet which are owned by Tenneco or any of its
Subsidiaries as of the close of business on the Distribution Date;
(iii) all of the assets and rights expressly allocated to
Tenneco or any of the Automotive Subsidiaries under this Agreement or
any of the Ancillary Agreements;
(iv) any other asset acquired by Tenneco or any of its
Subsidiaries from the date of the Automotive Business Pro Forma Balance
Sheet to the close of business on the Distribution Date that is owned
by Tenneco or one of its Subsidiaries as of the close of business on
the Distribution Date and that is of a type or nature that would have
resulted in such asset being included as an asset on the Automotive
Business Pro Forma Balance Sheet had it been acquired on or prior to
the date of the Automotive Business Pro Forma Balance Sheet, determined
on a basis consistent with the determination of assets included on the
Automotive Business Pro Forma Balance Sheet; and
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(v) Tenneco Trademarks and Trade Names;
provided, however, that notwithstanding the foregoing, the Automotive Assets
shall not include the Packaging Assets or the capital stock of Packaging.
"AUTOMOTIVE BUSINESS" means the businesses (other than the Packaging
Business or Prior Packaging Business) that, after giving effect to the Corporate
Restructuring Transactions, are or were conducted by:
(i) Tenneco, the Automotive Subsidiaries or any of the other
members of the Automotive Group;
(ii) any other division, Subsidiary or investment of Tenneco,
or any Automotive Subsidiary or any of the other members of the
Automotive Group managed or operated or in existence as of the date of
this Agreement or any prior time, unless such other division,
Subsidiary or investment is expressly included in the Packaging Group
immediately after giving effect to the Corporate Restructuring
Transactions; or
(iii) any business entity acquired or established by or for
Tenneco or any of the Automotive Subsidiaries between the date of the
Automotive Pro Forma Balance Sheet and the close of business on the
Distribution Date that is engaged in, or intends to engage in, any
business that is of a type or nature that would have resulted in such
business being included either as a Subsidiary or an asset of Tenneco
on the Automotive Business Pro Forma Balance Sheet had it been acquired
or established on or prior to the date of the Automotive Business Pro
Forma Balance Sheet, determined on a basis consistent with the
determination of the Subsidiaries and assets included on the Automotive
Business Pro Forma Balance Sheet.
"AUTOMOTIVE BUSINESS PRO FORMA BALANCE SHEET" means the column entitled
"Consolidated Tenneco Pro Forma" on the Tenneco Unaudited Pro Forma Consolidated
Balance Sheet (prepared in accordance with GAAP) as of June 30, 1999 as
contained in Packaging's Registration Statement on Form S-4 (File No. 333-82923)
filed on October 5, 1999, attached hereto as Exhibit A, other than any amounts
reflected in that column for the line items titled "Short-term debt (including
current maturities on long-term debt)" and "Long-term debt." The parties agree
that the liabilities of each party and its respective Subsidiaries for
indebtedness for borrowed money shall be determined pursuant to the Debt
Realignment.
"AUTOMOTIVE GROUP" means Tenneco, the Automotive Subsidiaries and,
after giving effect to the Corporate Restructuring Transactions and the
Distribution, the corporations, partnerships, joint ventures, investments and
other entities that represent equity investments of Tenneco or any of the
Automotive Subsidiaries.
"AUTOMOTIVE INDEMNITEE" means:
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(i) Tenneco, the Automotive Subsidiaries and each Affiliate
thereof after giving effect to the Corporate Restructuring Transactions
and the Distribution; and
(ii) each of the respective past, present and future
directors, officers, employees and agents of any of the entities
described in the immediately preceding clause (i) and each of the
heirs, executors, successors and assigns of such directors, officers,
employees and agents.
"AUTOMOTIVE LIABILITIES" means, collectively, all of the following
Liabilities other than Transaction Liabilities:
(i) all of the Liabilities included on the Automotive Business
Pro Forma Balance Sheet which remain outstanding as of the close of
business on the Distribution Date;
(ii) all of the Liabilities which are incurred or which
otherwise accrue or are accrued at any time on, prior to, or after the
date of the Automotive Business Pro Forma Balance Sheet and which arise
or arose out of, or in connection with, the Automotive Assets,
Automotive Business or Prior Automotive Business, determined on a basis
consistent with the determination of the Liabilities of Tenneco which
are included on the Automotive Business Pro Forma Balance Sheet;
(iii) all of the Liabilities of Tenneco, each Automotive
Subsidiary and each member of the Automotive Group under, or to be
retained or assumed by Tenneco, any Automotive Subsidiary or any other
member of the Automotive Group pursuant to, the Corporate Restructuring
Transactions, the Debt Realignment, this Agreement (including, without
limitation, the liabilities arising from the matters allocated to it in
the Litigation Letter) or any of the Ancillary Agreements;
(iv) all of the Liabilities of the parties hereto or their
respective Subsidiaries (whenever arising whether prior to, on or
following the Distribution Date) arising out of or in connection with
or otherwise relating to the management or conduct before or after the
Distribution Date of the Automotive Business or any Prior Automotive
Business;
(v) all Automotive Securities Liabilities and Tenneco
Securities Liabilities; and
(vi) all other Liabilities of Tenneco, of each Automotive
Subsidiary and of each other member of the Automotive Group which do
not constitute Packaging Liabilities.
"AUTOMOTIVE RECORDS" has the meaning ascribed to such term in Section
6.01(b) hereof.
"AUTOMOTIVE SECURITIES LIABILITIES" means any and all Securities
Liabilities of Tenneco or any entity that was or is a Subsidiary of Tenneco on
or before the Distribution Date arising out of, or in connection with, or
relating to any information, data (financial or otherwise, and including pro
forma financial data) or disclosures (or any omissions of information, data or
4
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disclosures) provided, made or omitted (or alleged to have been provided, made
or omitted) on or prior to the Distribution Date to the extent relating to or
concerning the business, operations, financial or other results, prospects,
plans, potential risks, financing or management of the Prior Automotive
Business, Automotive Business, Automotive Assets or Automotive Group before or
after the Distribution irrespective of (A) who authored, prepared or provided
such information, data or disclosures (or, as the case may be, the section or
discussion in which certain information, data or disclosure is alleged to have
been omitted), or (B) the form in which, or medium through which (e.g., in
writing, orally, electronically, etc.), such information, data, disclosure,
section or discussion was provided.
"AUTOMOTIVE SUBSIDIARIES" means the Subsidiaries of Tenneco set forth
on Exhibit B hereto and all other Subsidiaries of Tenneco other than Packaging
and the Packaging Subsidiaries.
"BOOKS AND RECORDS" means all books, records, manuals, agreements and
other materials (in any form or medium), including without limitation, all
mortgages, licenses, indentures, contracts, financial data, customer lists,
marketing materials and studies, advertising materials, price lists,
correspondence, distribution lists, supplier lists, production data, sales and
promotional materials and records, purchasing materials and records, personnel
records, manufacturing and quality control records and procedures, blue prints,
research and development files, records, data and laboratory books, accounts
records, sales order files, litigation files, computer files, computer disks and
tapes, microfiche, tape recordings and photographs.
"CODE" means the Internal Revenue Code of 1986, as amended, or any
successor law.
"COMMISSION" means the United States Securities and Exchange
Commission.
"CONSENTS" has the meaning ascribed to such term in Section 5.05(d)
hereof.
"CONVEYANCING AND ASSUMPTION INSTRUMENTS" means collectively, the
various written agreements, instruments and other documents to be entered into
to effect the Corporate Restructuring Transactions or to otherwise effect the
transfer of assets and the assumption of Liabilities in the manner contemplated
by this Agreement, the Ancillary Agreements and the Corporate Restructuring
Transactions.
"CORPORATE RESTRUCTURING TRANSACTIONS" means, collectively, (i) each of
the distributions, transfers, conveyances, contributions, assignments and other
transactions described and set forth on Exhibit C hereto, and (ii) such other
distributions, transfers, conveyances, contributions, assignments and other
transactions that may be required to be accomplished, effected or consummated by
any of Tenneco, Packaging or any of their respective divisions, investments,
Subsidiaries or Affiliates in order to separate and divide, in a series of
transactions that, to the extent intended to qualify for tax-free treatment
under the Code, shall qualify for tax-free treatment under the Code, the
existing businesses of Tenneco so that, except as otherwise expressly set forth
on Exhibit C hereto:
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(i) the Packaging Assets shall be owned, directly and
indirectly, by Packaging; and
(ii) the businesses and assets of Tenneco that remain after
the separations and divisions described in clause (i) above, including,
without limitation, the Automotive Assets are, after giving effect to
the Distribution, owned, directly and indirectly, by Tenneco.
"DEBT REALIGNMENT" means the repayment, realignment, refinancing,
exchange and/or modification of the consolidated indebtedness of Tenneco, as
described in Exhibit D attached hereto.
"DGCL" means the General Corporation Law of the State of Delaware.
"DISTRIBUTION" means the distribution on the Distribution Date as a
dividend to holders of record of outstanding shares of Tenneco Common Stock as
of the Distribution Record Date of all of the outstanding Packaging Common Stock
owned by Tenneco on the basis provided in Section 3.02 hereof.
"DISTRIBUTION DATE" means such date as may hereafter be determined by
Tenneco's Board of Directors as the date on which the Distribution shall be
effected.
"DISTRIBUTION RECORD DATE" means the close of business on the date
determined by the Board of Directors of Tenneco for the purpose of determining
the holders of record of outstanding Tenneco Common Stock entitled to
participate in the Distribution.
"ENVIRONMENTAL LAWS" means any and all federal, state, local and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
Governmental restrictions (including without limitation the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et
seq.), whether now or hereafter in existence, relating to the environment,
natural resources or human health and safety or endangered or threatened species
of fish, wildlife and plants or to emissions, discharges or releases of
pollutants, contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes into the environment
including, without limitation, ambient air, surface water, ground water or land,
or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants, contaminants,
petroleum or petroleum products, chemicals, or industrial, toxic or hazardous
substances or wastes or the cleanup or other remediation thereof.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"GAAP" means United States generally accepted accounting principles and
practices, as in effect on the date of this Agreement, as promulgated by the
Financial Accounting Standards Board and its predecessors.
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"GOVERNMENTAL AUTHORITY" means any government or any agency, bureau,
board, commission, court, department, official, political subdivision, tribunal
or other instrumentality of any government, whether federal, state or local,
domestic or foreign.
"GROUP" means (i) with respect to Tenneco, the Automotive Group, and
(ii) with respect to Packaging, the Packaging Group.
"HUMAN RESOURCES AGREEMENT" means the Human Resources Agreement by and
between Tenneco and Packaging, which agreement shall be entered into on or prior
to the Distribution Date in substantially the form attached hereto as Exhibit E.
"INDEMNIFIABLE LOSSES" means, with respect to any Person, any and all
losses, liabilities, penalties, claims, damages, demands, costs and expenses
(including, without limitation, reasonable attorneys' fees, investigation
expenses and any and all other out-of-pocket expenses, but excluding any
punitive or consequential damages) or other Liabilities whatsoever that are
assessed, imposed, awarded against, incurred or accrued by such Person (a) in
investigating, preparing for, defending against or otherwise arising out of or
in connection with any Actions, any potential or threatened Actions or any Third
Party Claims for which such Person would be entitled to indemnification under
Article VII hereof, (b) as a result of the failure to remove as a guarantor or
obligor any Person that is contemplated being removed as a guarantor or obligor
pursuant to Section 5.06 hereof, or (c) in respect of any other event,
occurrence or matter for which such Person would be entitled to indemnification
under Article VII hereof, in each case whether accrued or incurred on, before or
after the date of this Agreement.
"INDEMNIFYING PARTY" has the meaning ascribed to such term in
Section 7.04(a) hereof.
"INDEMNITEE" has the meaning ascribed to such term in Section 7.04(a)
hereof.
"INSURANCE AGREEMENT" means the Insurance Agreement by and between
Tenneco and Packaging, which agreement shall be entered into on or prior to the
Distribution Date and which shall provide for the separation and administration
of existing insurance programs and the purchase of "run-off" policies for
fiduciaries and directors and officers.
"INSURANCE PROCEEDS" means, with respect to any insured party, those
monies, net of any applicable premium adjustment retrospectively-rated premium,
deductible, retention or cost of reserve paid or held by or for the benefit of
such insured, which are either:
(i) received by an insured from an insurance carrier; or
(ii) paid by an insurance carrier on behalf of an insured.
"LAW" means any constitutional provision, statute, law, ordinance,
rule, regulation, permit, decree, injunction, order, ruling, determination,
finding or writ of any Governmental Authority.
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"LIABILITIES" means any and all debts, liabilities, obligations,
responsibilities, response actions, losses, damages (whether compensatory,
punitive or statutory), fines, penalties and sanctions, absolute or contingent,
matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint,
several or individual, asserted or unasserted, accrued or unaccrued, known or
unknown, whenever arising, including, without limitation, those arising under or
in connection with any Law (including any Environmental Law), Action, threatened
Action, order or consent decree of any Governmental Authority or any award of
any arbitration tribunal, and those arising under any contract, guarantee,
commitment or undertaking, whether sought to be imposed by a Governmental
Authority, private party or party to this Agreement, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute,
or otherwise, and including any costs, expenses, interest, attorneys' fees,
disbursements and expense of counsel, expert and consulting fees and costs
related thereto or to the investigation or defense thereof.
"LITIGATION LETTER" means the letter agreement dated November 3, 1999
between Tenneco and Packaging relating to the notice and defense of existing
Third Party Claims.
"NYSE" means the New York Stock Exchange.
"PACKAGING ASSETS" means, collectively, all of the following rights and
assets that are owned by Tenneco or any of its Subsidiaries as of the close of
business on the Distribution Date:
(i) the capital stock of the Packaging Subsidiaries;
(ii) all of the assets included on the Packaging Business Pro
Forma Balance Sheet that are owned by Tenneco or any of its
Subsidiaries as of the close of business on the Distribution Date;
(iii) all of the assets and rights expressly allocated to
Packaging or any Packaging Subsidiary under this Agreement or any of
the Ancillary Agreements; and
(iv) any other asset acquired by Tenneco or any of its
Subsidiaries from the date of the Packaging Business Pro Forma Balance
Sheet to the close of business on the Distribution Date that is owned
by Tenneco or any of its Subsidiaries as of the close of business on
the Distribution Date and that is of a type or nature that would have
resulted in such asset being included as an asset on the Packaging
Business Pro Forma Balance Sheet had it been acquired on or prior to
the date thereof, determined on a basis consistent with the
determination of the assets included on the Packaging Business Pro
Forma Balance Sheet.
"PACKAGING BUSINESS" means the businesses that, after giving effect to
the Corporate Restructuring Transactions, are or were conducted by:
(i) Packaging, the Packaging Subsidiaries or any of the
other members of the Packaging Group; or
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(ii) any business entity acquired or established by or for
Tenneco, Packaging or any of the Packaging Subsidiaries between the
date of this Agreement and the close of business on the Distribution
Date that is engaged in, or intends to engage in, any business that is
of a type or nature that would have resulted in such business being
included either as a Subsidiary or an asset on the Packaging Business
Pro Forma Balance Sheet, had it been acquired or established on or
prior to the date thereof, determined on a basis consistent with the
determination of the Subsidiaries and assets included on the Packaging
Business Pro Forma Balance Sheet.
"PACKAGING BUSINESS PRO FORMA BALANCE SHEET" means the column entitled
"Packaging Pro Forma Combined" on the Packaging Unaudited Pro Forma Combined
Balance Sheet (prepared in accordance with GAAP) as of June 30, 1999 as
contained in Packaging's Registration Statement on Form S-4 (File No. 333-82923)
filed on October 5, 1999, and attached hereto as Exhibit F other than any
amounts reflected in that column for the line items titled "Short-term debt" and
"Long-term debt". The parties agree that the liabilities of each party and its
respective Subsidiaries for indebtedness for borrowed money shall be determined
pursuant to the Debt Realignment.
"PACKAGING COMMON STOCK" has the meaning ascribed to such term in the
Recitals to this Agreement.
"PACKAGING" has the meaning ascribed to such term in the Recitals to
this Agreement.
"PACKAGING GROUP" means Packaging, the Packaging Subsidiaries and,
after giving effect to the Corporate Restructuring Transactions and the
Distribution, the corporations, partnerships, joint ventures, investments and
other entities that represent equity investments of any of Packaging or any of
the Packaging Subsidiaries.
"PACKAGING INDEMNITEES" means:
(i) Packaging, the Packaging Subsidiaries and each Affiliate
thereof after giving effect to the Corporate Restructuring Transactions
and the Distribution; and
(ii) each of the respective past, present and future
directors, officers, employees and agents of any of the entities
described in the immediately preceding clause (i) and each of the
heirs, executors, successors and assigns of any of such directors,
officers, employees and agents.
"PACKAGING INFORMATION STATEMENT" means the information statement
relating to Packaging and the transactions contemplated hereby that was
distributed to holders of Tenneco Common Stock.
"PACKAGING LIABILITIES" means, collectively, all of the following
Liabilities other than Transaction Liabilities:
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<PAGE> 15
(i) all of the Liabilities included on the Packaging Business
Pro Forma Balance Sheet which remain outstanding as of the close of
business on the Distribution Date;
(ii) all of the Liabilities which are incurred or which
otherwise accrue or are accrued at any time on, prior to or after the
date of the Packaging Business Pro Forma Balance Sheet, and which arise
or arose out of, or in connection with the Packaging Assets, Packaging
Business or Prior Packaging Business, determined on a basis consistent
with the determination of Liabilities of Packaging on the Packaging
Business Pro Forma Balance Sheet;
(iii) all of the Liabilities of Packaging, each Packaging
Subsidiary or any other member of the Packaging Group under, or to be
retained or assumed by Packaging, any Packaging Subsidiary or any of
the other members of the Packaging Group pursuant to the Corporate
Restructuring Transactions, the Debt Realignment, this Agreement
(including, without limitation, the liabilities arising from the
matters allocated to it in the Litigation Letter) or any of the
Ancillary Agreements;
(iv) all of the Liabilities of the parties hereto or their
respective Subsidiaries (whenever arising whether prior to, at or
following the Distribution Date) arising out of or in connection with
or otherwise relating to the management or conduct before or after the
Distribution Date of the Packaging Business or Prior Packaging
Business;
(v) the Packaging Securities Liabilities; and
(vi) all other Liabilities of Packaging, of each Packaging
subsidiary and of each member of the Packaging Group that are not
expressly included in clauses (i) through (v) of the definition of
Automotive Liabilities.
"PACKAGING RECORDS" has the meaning ascribed to such term in Section
6.01(a) hereof.
"PACKAGING REGISTRATION STATEMENT" means the Registration Statement on
Form 10 filed with the Commission pursuant to the requirements of Section 12 of
the Exchange Act and the rules and regulations thereunder in order to register
the Packaging Common Stock under Section 12(b) of the Exchange Act.
"PACKAGING SECURITIES LIABILITIES" means any and all Securities
Liabilities of Tenneco or any entity that was or is a Subsidiary of Tenneco on
or prior to the Distribution Date arising out of, or in connection with, or
relating to any information, data (financial or otherwise, and including pro
forma financial data) or disclosures (or any omissions of information, data or
disclosures) provided, made or omitted (or alleged to have been provided, made
or omitted) on or prior to the Distribution Date to the extent relating to or
concerning the business, operations, financial or other results, prospects,
plans, potential risks, financing or management of the Prior Packaging Business,
Packaging Business, Packaging Assets or Packaging Group before or after the
Distribution irrespective of (A) who authored, prepared or provided such
information, data or disclosures (or, as the case may be, the section or
discussion in which certain information, data or disclosure is alleged to have
been omitted), or (B) the form in which, or medium through which (e.g.,
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<PAGE> 16
in writing, orally, electronically, etc.), such information, data, disclosure,
section or discussion was provided.
"PACKAGING SUBSIDIARIES" means the Subsidiaries listed on Exhibit
G hereto.
"PERSON" means any natural person, corporation, business trust, join
venture, association, company, partnership, limited liability company or other
entity, or any government, or any agency or political subdivision thereof.
"PRIOR AUTOMOTIVE BUSINESS" means, collectively, the businesses that
were conducted by any division, Subsidiary, other business entity or investment
of Tenneco (or one of its former Subsidiaries or former Affiliates) that (i) at
any time prior to the Distribution Date, were included in the "automotive parts"
segment for purposes of segment reporting in any Annual Report on Form 10-K of
Tenneco or the entity that, from December 8, 1987 to December 12, 1996, was
known as "Tenneco Inc.", and (ii) were sold, transferred or otherwise
discontinued or disposed of prior to the Distribution Date.
"PRIOR PACKAGING BUSINESS" means, collectively, the businesses that
were conducted by any division, Subsidiary, other business entity or investment
of Tenneco (or one of its former Subsidiaries or former Affiliates) that (i) at
any time prior to the Distribution Date were included in the "packaging,"
"specialty packaging," or "paperboard packaging" segments for purposes of
segment reporting in any Annual Report on Form 10-K of Tenneco or the entity
that, from December 8, 1987 to December 12, 1996, was known as "Tenneco Inc.",
and (ii) were sold, transferred or otherwise discontinued or disposed of prior
to the Distribution Date.
"PRIOR RULINGS" means, collectively, the private letter ruling issued
by the Internal Revenue Service on October 30, 1996 with control number
PLR-240198-96, and the three private letter rulings supplementing that ruling,
issued by the Internal Revenue Service on December 4, 1996 (control number
PLR-252639-96), December 5, 1996 (control number PLR-253203-96) and May 27, 1997
(control number PLR-104206-97).
"PRIVILEGE" has the meaning ascribed to such term in Section 6.07(a)
hereof.
"PRIVILEGED INFORMATION" has the meaning ascribed to such term in
Section 6.07(a) hereof.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SECURITIES LIABILITIES" means any and all losses, liabilities,
penalties, claims, damages, demands, costs or expenses or other Liabilities
whatsoever that are assessed, imposed, awarded against, incurred or accrued by a
Person arising out of or relating in whole or in part to any Action, any
potential or threatened Action or any Third Party Claim (or potential or
threatened Third Party Claim) by any Governmental Authority or any other Person
that is based on any violations or alleged violations of the Securities Act,
Exchange Act, any of the rules or regulations of the Commission promulgated
under the Securities Act or Exchange Act, or any other securities or other
similar Law.
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"SUBSIDIARY" means, with respect to any Person:
(i) any corporation of which at least a majority in interest
of the outstanding voting stock (having by the terms thereof voting
power under ordinary circumstances to elect a majority of the directors
of such corporation, irrespective of whether or not at the time stock
of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of a contingency) is at
the time, directly or indirectly, owned or controlled by such Person or
by such Person and one or more of its Subsidiaries; or
(ii) any non-corporate entity in which such Person or such
Person and one or more Subsidiaries of such Person either (a) directly
or indirectly, at the date of determination thereof, has at least
majority ownership interest, or (b) at the date of determination is a
general partner or an entity performing similar functions (e.g.,
manager of a limited liability company or a trustee of a trust).
"TAX" or "TAXES" means any income, gross income, gross receipts,
profits, capital stock, franchise, withholding, payroll, social security,
workers compensation, unemployment, disability, property, ad valorem, stamp,
excise, occupation, services, sales, use, license, lease, transfer, import,
export, value added, alternative minimum, estimated or other similar tax
(including any fee, assessment or other charge in the nature of or in lieu of
any tax) imposed by any governmental entity or political subdivision thereof,
and any interest, penalties, additions to tax or additional amounts in respect
of the foregoing.
"TAX SHARING AGREEMENT" means the Tax Sharing Agreement by and among
Tenneco and Packaging, which agreement shall be entered into on or prior to the
Distribution Date in substantially the form attached hereto as Exhibit H.
"TENNECO" means Tenneco Inc., a Delaware corporation.
"TENNECO COMMON STOCK" has the meaning ascribed to such term in the
Recitals to this Agreement.
"TENNECO CORPORATE RECORDS" has the meaning ascribed to such term in
Section 6.01(a) hereof.
"TENNECO HOLDERS" means the holders of record of outstanding shares of
Tenneco Common Stock as of the Distribution Record Date.
"TENNECO SECURITIES LIABILITIES" means any and all Securities
Liabilities of Tenneco or any of its Subsidiaries including, without limitation,
Tenneco Automotive Inc., other than Packaging Securities Liabilities, Automotive
Securities Liabilities or Transaction Securities Liabilities arising out of, or
in connection with, or relating to any information, data (financial or
otherwise, and including pro forma financial data) or disclosures (or any
omissions of information, data or disclosures) provided, made or omitted (or
alleged to have been provided, made or omitted) on or prior to the Distribution
Date.
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"TENNECO TRADEMARKS AND TRADE NAMES" means trademarks, service marks,
and trade names containing "TENNECO", "TEN", or "TENN" or variations thereof,
along with their respective applications and registrations wherever used or
registered.
"TERMINATION DATE" means the date on which this Agreement is terminated
pursuant to and in accordance with the provisions of Section 8.11 of this
Agreement.
"THIRD PARTY CLAIM" has the meaning as defined in Section 7.05(a)
hereof.
"TRADEMARK TRANSITION LICENSE" has the meaning ascribed to such term in
Section 5.02 hereof.
"TRANSACTION EXPENSES" has the meaning ascribed to such term in
Schedule 1 of Exhibit D hereto.
"TRANSACTION LIABILITIES" means any and all Transaction Securities
Liabilities and any and all Liabilities imposed on Tenneco, Packaging, or any
member of their respective Group, jointly or severally, arising as a result of
the actions taken in connection with or pursuant to this Agreement, any
Ancillary Agreement, the Debt Realignment or any of the Corporate Restructuring
Transactions that are based on:
(i) any violation or alleged violation of the DGCL or any
other corporation or other similar business organization Law, to the
extent such violation occurred or is alleged to have occurred on or
prior to the Distribution Date; or
(ii) any violation or alleged violation by any officer or
director of any member of the Packaging Group or the Automotive Group
of such officer's or director's fiduciary duty as an officer or
director, to the extent such violation occurred or is alleged to have
occurred on or prior to the Distribution Date.
"TRANSACTION SECURITIES LIABILITIES" means any and all Securities
Liabilities other than Automotive Securities Liabilities or Packaging Securities
Liabilities, imposed on Tenneco, Packaging, or any member of their respective
Group, jointly or severally, arising out of, or in connection with, or relating
to any information, data (financial or otherwise, and including pro forma
financial data) or disclosures (or any omissions of information, data or
disclosures) provided, made or omitted (or alleged to have been provided, made
or omitted) on or prior to the Distribution Date to the extent such Securities
Liabilities are incurred in connection with the actions taken in connection with
or pursuant to this Agreement, any Ancillary Agreement, the Debt Realignment or
any of the Corporate Restructuring Transactions.
"TRANSITION SERVICES AGREEMENT" means the Transition Services Agreement
by and between Tenneco and Packaging, which agreement shall be entered into on
or prior to the Distribution Date pursuant to which Packaging shall provide
certain administrative services to Tenneco after the Distribution Date.
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"1996 AGREEMENTS" means the following agreements, and any amendments
thereto:
(i) Distribution Agreement, dated November 1, 1996, by and
among El Paso Tennessee Pipeline Co. (formerly Tenneco Inc.), Tenneco
Inc. (formerly New Tenneco Inc.) and Newport News Shipbuilding Inc., as
amended (the "1996 DISTRIBUTION AGREEMENT");
(ii) Debt and Cash Allocation Agreement, dated December 11,
1996, by and among El Paso Tennessee Pipeline Co. (formerly Tenneco
Inc.), Tenneco Inc. (formerly New Tenneco Inc.) and Newport News
Shipbuilding Inc. (the "1996 DEBT AND CASH ALLOCATION AGREEMENT");
(iii) Benefits Agreement, dated December 11, 1996, by and
among El Paso Tennessee Pipeline Co. (formerly Tenneco Inc.), Tenneco
Inc. (formerly New Tenneco Inc.) and Newport News Shipbuilding Inc.;
(iv) Insurance Agreement, dated December 11, 1996, by and
among El Paso Tennessee Pipeline Co. (formerly Tenneco Inc.), Tenneco
Inc. (formerly New Tenneco Inc.) and Newport News Shipbuilding Inc.;
(v) Tax Sharing Agreement, dated December 11, 1996, by and
among El Paso Tennessee Pipeline Co. (formerly Tenneco Inc.), Newport
News Shipbuilding Inc., Tenneco Inc. (formerly New Tenneco Inc.) and El
Paso Natural Gas Company;
(vi) First Amendment to Tax Sharing Agreement, dated as of
December 11, 1996, among El Paso Tennessee Pipeline Co. (formerly
Tenneco Inc.), Tenneco Inc. (formerly New Tenneco Inc.) and Newport
News Shipbuilding Inc.;
(vii) Transition Services Agreement, dated June 19, 1996, by
and among Tenneco Business Services Inc., El Paso Tennessee Pipeline
Co. (formerly Tenneco Inc.) and El Paso Natural Gas Company;
(viii) Trademark Transition License Agreement, dated December
11, 1996, by and between Newport News Shipbuilding Inc. and Tenneco
Inc. (formerly New Tenneco Inc.) (the "Newport News License"); and
(ix) Trademark Transition License Agreement, dated December
11, 1996, by and between Tenneco Inc. (formerly New Tenneco Inc.) and
El Paso Tennessee Pipeline Co. (formerly Tenneco Inc.) (the "El Paso
License").
SECTION 1.02. REFERENCES. References to an "Exhibit" or to a "Schedule"
are, unless otherwise specified, to one of the Exhibits or Schedules attached to
this Agreement, and references to a "Section" are, unless otherwise specified,
to one of the Sections of this Agreement. References to "including" shall be
deemed to mean "including, without limitation."
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ARTICLE II
PRE-DISTRIBUTION TRANSACTIONS;
CERTAIN COVENANTS
SECTION 2.01. CORPORATE RESTRUCTURING TRANSACTIONS. On or prior to the
Distribution Date (but in all events prior to the Distribution) and subject to
Section 2.06 below, each of Tenneco and Packaging shall, and shall cause each of
their respective divisions, investments, Subsidiaries and Affiliates to, as
applicable, take such action or actions as is necessary to cause, effect and
consummate the Corporate Restructuring Transactions. Each of Tenneco and
Packaging hereby agrees that any one or more of the Corporate Restructuring
Transactions may be modified, supplemented or eliminated on or prior to the
Distribution Date; provided such modification, supplement or elimination is
determined to be necessary or appropriate (i) to divide the existing businesses
of Tenneco so that Tenneco's packaging businesses and administrative services
operations shall be owned, directly and indirectly, by Packaging, or so that
Tenneco's automotive businesses shall be owned, directly and indirectly by
Tenneco after giving effect to the Distribution, in each case so long as the
ruling from the Internal Revenue Service as described in Section 4.01(d) will
not be adversely affected by such modification, supplement, or elimination.
SECTION 2.02. PRE-DISTRIBUTION STOCK DIVIDEND TO TENNECO. On or prior
to the Distribution Date (but in all events prior to the Distribution),
Packaging shall issue to Tenneco, as a stock dividend, the number of shares of
Packaging Common Stock as is required to effect the Distribution, as certified
by the Agent. In connection therewith, Tenneco shall deliver to Packaging for
cancellation the share certificate (or certificates) then held by it
representing all Packaging Common Stock, and Packaging shall issue a new
certificate (or certificates) to Tenneco representing the total number of shares
of Packaging Common Stock to be owned by Tenneco after giving effect to such
stock dividend.
SECTION 2.03. CERTIFICATE OF INCORPORATION AND BYLAWS OF
PACKAGING. On or prior to the Distribution Date (but in all events prior to the
Distribution), Tenneco and Packaging shall each take all necessary actions so
that, as of the Distribution Date, the certificate of incorporation and bylaws
of Packaging are amended and/or restated in such manner as is determined
appropriate by Tenneco.
SECTION 2.04. ELECTION OF DIRECTORS OF PACKAGING. On or prior to the
Distribution Date, Tenneco, as the sole stockholder of Packaging, shall take all
necessary action so that as of the Distribution Date the directors of Packaging
will be as set forth in the Packaging Information Statement.
SECTION 2.05. TRANSFER AND ASSIGNMENT OF CERTAIN LICENSES AND
PERMITS.
(a) LICENSES AND PERMITS RELATING TO THE PACKAGING BUSINESS. On
or prior to the Distribution Date, or as soon as reasonably practicable
thereafter, Tenneco shall (and, if applicable, shall cause any other Person over
which it has legal or effective direct or indirect control to) duly and validly
transfer or cause to be duly and validly transferred to the appropriate member
of the Packaging Group (as directed by Packaging) all transferrable licenses,
permits and authorizations issued by any Governmental Authority that relate
exclusively to the Packaging
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Business but which are held in the name of Tenneco, any member of the Automotive
Group, or any of their respective employees, officers, directors, stockholders
or agents.
(b) LICENSES AND PERMITS RELATING TO THE AUTOMOTIVE BUSINESS. On or
prior to the Distribution Date, or as soon as reasonably practicable thereafter,
Packaging shall (and if applicable, shall cause any other Person over which it
has legal or effective direct or indirect control to) duly and validly transfer
or cause to be duly and validly transferred to the appropriate member of the
Automotive Group (as directed by Tenneco) all transferrable licenses, permits
and authorizations issued by any Governmental Authority that relate exclusively
to the Automotive Business but which are held in the name of any member of the
Packaging Group or any of their respective employees, officers, directors,
stockholders or agents.
SECTION 2.06. TRANSFER AND ASSIGNMENT OF CERTAIN AGREEMENTS.
(a) TRANSFER AND ASSIGNMENT OF AUTOMOTIVE BUSINESS
AGREEMENTS. On or prior to the Distribution Date, or as soon as reasonably
practicable thereafter, and subject to the limitations set forth in this Section
2.06, Packaging shall (and, if applicable, shall cause any of the other members
of its Group over which it has legal or effective direct or indirect control to)
assign, transfer and convey to Tenneco (or such other member of the Automotive
Group as Tenneco shall direct) all of its (or such other member of its Group's)
right, title and interest in and to any and all agreements that relate
exclusively to the Automotive Business or any member of the Automotive Group.
(b) TRANSFER AND ASSIGNMENT OF PACKAGING BUSINESS AGREEMENTS.
On or prior to the Distribution Date, or as soon as reasonably practicable
thereafter, and subject to the limitations set forth in this Section 2.06,
Tenneco shall (and, if applicable, shall cause any other member of its Group
over which it has legal or effective direct or indirect control to) assign,
transfer and convey to Packaging (or such other member of the Packaging Group as
Packaging shall direct) all of its (or such other member of its Group's) right,
title and interest in and to any and all agreements that relate exclusively to
the Packaging Business or any member of the Packaging Group.
(c) SHARED AGREEMENTS.
(i) Exhibit I attached hereto contains a list of certain third
party agreements with Tenneco Business Services Inc. under or through
which both the Automotive Group and Packaging Group has obtained or
does obtain goods or services. Of these third party agreements, those
listed in Section 1 of Exhibit I have been modified to provide that
Tenneco and Packaging may each order, receive and pay for the goods and
services to which such agreements apply for its respective Group as if
each company had a separate contract. Subject to the provisions of the
Transition Services Agreement, (1) the third-party agreements listed in
Section 2 of Exhibit I will be administered by Packaging or one of its
Subsidiaries after the Distribution, (2) members of the Automotive
Group shall be entitled to place orders for and receive the goods and
services covered by such agreements by placing orders with Packaging
and (3) the actual costs to Packaging (after taking into account any
applicable volume discounts) for goods or services, if any, that a
member of the Automotive
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Group directs Packaging to order or have provided on its behalf under
such agreements will be billed to and paid by Tenneco on a recurring
basis.
(ii) Except with respect to the 1996 Agreements and the agreements
listed on Exhibit I hereto, and subject to the provisions of Section
5.08 below, any agreement to which any party hereto (or any other
member of such party's Group) is a party that inures to the benefit of
or relates to the Automotive Business and the Packaging Business, but
that is not a Packaging Asset or otherwise the subject of this
Agreement or any Ancillary Agreement, shall be assigned in part, at the
expense and risk of the Assignee (as defined herein), on or prior to
the Distribution Date or as soon as reasonably practicable thereafter,
so that each party (or such other member of such party's Group) shall
be entitled to the rights and benefits inuring to its business under
such agreement.
(d) OBLIGATIONS OF ASSIGNEES. The assignee of any agreement assigned,
in whole or in part, hereunder (an "ASSIGNEE") shall, as a condition to such
assignment, assume and agree to pay, perform and fully discharge all obligations
of the assignor under such agreement (whether such obligations arose or were
incurred prior to, on or subsequent to the Distribution Date and irrespective of
whether such obligations have been asserted as of the Distribution Date) or, in
the case of a partial assignment under Section 2.06(c)(ii) above, such
Assignee's related portion of such obligations as determined in accordance with
the terms of the relevant agreement, where determinable on the face thereof, or
otherwise as determined in accordance with the practice of the parties prior to
the Distribution. Furthermore, the Assignee shall use its reasonable efforts to
cause the assignor of such agreement to be released from the Assignee's
obligations under the assigned agreements.
(e) NO ASSIGNMENT OF CERTAIN AGREEMENTS. Notwithstanding anything in
this Agreement to the contrary, this Agreement shall not constitute an agreement
to assign any agreement, in whole or in part, or any rights thereunder if the
agreement to assign or attempt to assign, without the consent of a third party,
would constitute a breach thereof or in any way adversely affect the rights of
the Assignee thereto until such consent is obtained. If an attempted assignment
thereof would be ineffective or would adversely affect the rights of any party
hereto (or a member of its Group) so that the Assignee would not, in fact,
receive all such rights, the parties hereof will make efforts consistent with
Section 5.05(d) hereof to effect any arrangement designed reasonably to provide
for the Assignee the benefits of, and to permit the Assignee to assume
liabilities under, any such agreement subject to the remaining sentences of this
Section 2.06(e). There are certain software license agreements held in the name
of a member of the Packaging Group that presently inure to the benefit of the
Automotive Business and the Packaging Business. Notwithstanding any other
provision of this Agreement and subject to and except as otherwise provided by
the terms of the Transition Service Agreement, each such license agreement shall
continue to be held by that member of the Packaging Group without any obligation
of any party to cause the assignment or inurement to the benefit of such license
agreement, or to effect any arrangement to provide such benefit, to the
Automotive Business, except where the license agreement expressly permits the
benefits and obligations to be divided among the Businesses or as may be
negotiated with the licensor by that member of the Packaging Group and such
other parties.
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SECTION 2.07. OTHER TRANSACTIONS. On or prior to the Distribution Date
(but in all events prior to the Distribution), each of Tenneco and Packaging
shall have consummated those other transactions in connection with the Corporate
Restructuring Transactions and the Distribution that are contemplated by the
Packaging Information Statement and the ruling request submitted by Tenneco to
the Internal Revenue Service dated April 29, 1999 (as subsequently
supplemented), and not specifically referred to in Sections 2.01 through 2.06
above, as long as such other transactions will not adversely affect the ruling
from the Internal Revenue Service described in Section 4.01(d).
SECTION 2.08. ELECTION OF OFFICERS. On or prior to the Distribution
Date, each of Tenneco and Packaging shall, as applicable, take all actions
necessary and desirable so that as of the Distribution Date the officers of
Packaging will be as set forth in the Packaging Information Statement.
SECTION 2.09. PACKAGING REGISTRATION STATEMENT. Prior to the
Distribution Date, Tenneco and Packaging shall prepare or cause to be prepared,
and Packaging shall file or cause to be filed with the Commission, the Packaging
Registration Statement. The Packaging Registration Statement shall include or
incorporate by reference the Packaging Information Statement setting forth
appropriate disclosure concerning Tenneco, Packaging, the Distribution and such
other matters as may be required to be disclosed therein by the provisions of
the Exchange Act and the rules and regulations promulgated thereunder. Tenneco
and Packaging shall take all such actions as may be reasonably necessary or
appropriate in order to cause the Packaging Registration Statement to become
effective by order of the Commission pursuant to the Exchange Act.
SECTION 2.10. STATE SECURITIES LAWS. Prior to the Distribution Date,
Tenneco and Packaging shall take all such action as may be necessary or
appropriate under the securities or blue sky laws of states or other political
subdivisions of the United States in order to effect the Distribution.
SECTION 2.11. LISTING APPLICATION. Prior to the Distribution Date,
Tenneco and Packaging shall prepare and file with the NYSE a listing application
and related documents and shall take all such other actions with respect thereto
as shall be necessary or desirable in order to cause the NYSE to list on or
prior to the Distribution Date, subject to official notice of issuance, the
Packaging Common Stock.
SECTION 2.12. CERTAIN FINANCIAL AND OTHER ARRANGEMENTS.
(a) SETTLEMENT OF INTERCOMPANY ACCOUNTS BETWEEN PACKAGING GROUP AND
AUTOMOTIVE GROUP. All intercompany receivables, payables and loans (other than
receivables, payables and loans otherwise specifically provided for in any of
the Ancillary Agreements or hereunder), including, without limitation, in
respect of any cash balances, any cash balances representing deposited checks or
drafts for which only a provisional credit has been allowed or any cash held in
any centralized cash management system, between any member of the Packaging
Group, on the one hand, and any member of the Automotive Group, on the other
hand, shall, as of the close of business on the Distribution Date, be settled,
capitalized or converted into ordinary trade accounts, in each case as may be
agreed in writing prior to the Distribution Date by duly authorized
representatives of Tenneco and Packaging. This Section 2.12(a) shall not apply
to receivables,
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payables or loans arising pursuant any agreements by and among Packaging
Corporation of America or any of its subsidiaries, on the one hand, and any
member of the Automotive Group, on the other hand.
(b) OPERATIONS IN ORDINARY COURSE. Except as otherwise provided in this
Agreement or any Ancillary Agreement during the period from the date of this
Agreement through the Distribution Date, each of Tenneco and Packaging shall,
and shall cause any entity that is a Subsidiary of such party at any time during
such period to, conduct its business in a manner substantially consistent with
current and past operating practices and in the ordinary course.
SECTION 2.13. DIRECTOR, OFFICER AND EMPLOYEE RESIGNATIONS. Subject to
the provisions of Section 2.04 and Section 2.08 above:
(a) RESIGNATIONS BY DIRECTORS AND EMPLOYEES OF THE AUTOMOTIVE GROUP.
Tenneco shall cause all of its directors and all employees of the Automotive
Group to resign, effective as of (or immediately prior to) the close of business
on the Distribution Date, from all boards of directors or similar governing
bodies (including committees and trusts responsible for benefit plans and
compensation structures) of each member of the Packaging Group on which they
serve, and from all positions as officers or employees of any member of the
Packaging Group, except as otherwise set forth on Exhibit J hereto or in the
Packaging Information Statement or as otherwise mutually agreed to in writing on
or prior to the Distribution Date by Tenneco and Packaging.
(b) RESIGNATIONS BY DIRECTORS AND EMPLOYEES OF THE PACKAGING GROUP.
Packaging shall cause all of its directors and all employees of the Packaging
Group to resign, effective as of the close of business on the Distribution Date,
from all boards of directors or similar governing bodies (including committees
and trusts responsible for benefit plans and compensation structures) of each
member of the Automotive Group on which they serve, and from all positions as
officers or employees of any member of the Automotive Group, except as otherwise
set forth on Exhibit J hereto or in the Packaging Information Statement or as
otherwise mutually agreed to in writing on or prior to the Distribution Date by
Packaging and Tenneco.
SECTION 2.14. TRANSFERS NOT EFFECTED PRIOR TO THE DISTRIBUTION;
TRANSFERS DEEMED EFFECTIVE AS OF THE DISTRIBUTION DATE. To the extent that any
transfers or transactions contemplated by this Article II shall not have been
consummated on or prior to the Distribution Date, the parties hereto shall
cooperate and make efforts consistent with Section 5.05(d) hereof (and shall
cause each of their respective Affiliates and each member of their respective
Groups over which they have legal or effective direct or indirect control to
cooperate and make such efforts) to effect such transfers or transactions as
promptly following the Distribution Date as shall be practicable. Nothing herein
shall be deemed to require the transfer of any assets or the assumption of any
Liabilities which by their terms or operation of Law cannot be transferred or
assumed, provided, however, that the parties hereto shall cooperate (and shall
cause each of their respective Affiliates and each member of their respective
Groups over which they have legal or effective direct or indirect control to
cooperate) to seek to obtain any necessary consents or approvals for the
transfer of all assets and Liabilities contemplated to be transferred or assumed
pursuant to this Article II and Section 5.04, in a manner consistent with
Section 5.05(d) hereof. In the event that any such transfer of assets or
assumption of Liabilities has not been consummated, from and after the
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Distribution Date the party retaining such asset or Liability (or, as
applicable, such other member or members of such party's Group) shall hold such
asset in trust for the use and benefit of the party entitled thereto (at the
expense of the party entitled thereto) or retain such Liability for the account
of the party by whom such Liability is to be assumed pursuant hereto, as the
case may be, and take such other action pursuant to Section 5.05(d) hereof as
may be reasonably requested by the party to whom such asset is to be
transferred, or by whom such Liability is to be assumed, as the case may be, in
order to place such party, insofar as is reasonably possible, in the same
position as would have existed had such asset or Liability been transferred or
assumed as contemplated hereby. As and when any such asset or Liability becomes
transferable or assumable, such transfer shall be effected forthwith. As of the
Distribution Date, each party hereto (or, if applicable, such other members of
such party's Group) shall be deemed to have acquired (or, as applicable,
retained) complete and sole beneficial ownership over all of the assets,
together with all rights, powers and privileges incident thereto, and shall be
deemed to have assumed in accordance with the terms of this Agreement all of the
Liabilities, and all duties, obligations and responsibilities incident thereto,
which such party (or any other member of such party's Group) is entitled to
acquire or required to assume pursuant to the terms of this Agreement.
SECTION 2.15. ANCILLARY AGREEMENTS. On or prior to the Distribution
Date, each of Tenneco and Packaging shall enter into, or where applicable shall
cause such other members of their respective Group to enter into, (a) the
Ancillary Agreements and (b) any other agreements in respect of the Corporate
Restructuring Transactions and the Distribution as are reasonably necessary or
appropriate in connection with the transactions contemplated hereby and thereby.
SECTION 2.16. DEBT REALIGNMENT. Tenneco and Packaging shall each use
commercially reasonable efforts so that, immediately prior to the Distribution,
the Debt Realignment plan set forth on Exhibit D attached hereto has been
effected in accordance with the goal set forth in clause 1 of Exhibit D.
Notwithstanding the foregoing, neither Tenneco nor Packaging, nor any member of
its respective Group, shall have any recourse, claim, or cause of action to or
against any other member of either Group if the ultimate result of the Debt
Realignment, the manner of the Debt Realignment or any element or component
thereof varies from that set forth in Exhibit D.
ARTICLE III
THE DISTRIBUTION
SECTION 3.01. TENNECO ACTION PRIOR TO THE DISTRIBUTION. Subject to
the terms and conditions set forth herein, Tenneco shall take, or cause to be
taken, the following acts or actions in connection with, and to otherwise
effect in accordance with the terms of this Agreement, the Distribution.
(a) DECLARATION OF DISTRIBUTION AND ESTABLISHMENT OF
DISTRIBUTION DATE. The Board of Directors of Tenneco shall, in its sole
discretion and subject to and in accordance with this Agreement, the applicable
rules of the NYSE and provisions of the DGCL, declare the Distribution and
establish the Distribution Record Date, the Distribution Date, the date on which
Packaging Common Stock shall be mailed to the Tenneco Holders and all
appropriate procedures in connection with the Distribution to the extent not
provided for herein;
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provided, however, that no such action shall create any obligation on the part
of Tenneco to effect the Distribution or in any way limit Tenneco's power of
termination as set forth in Section 8.11 hereof or alter the consequences of any
such termination from those specified in such Section.
(b) NOTICE TO NYSE. Tenneco shall, to the extent possible, give the
NYSE not less than ten days advance notice of the Distribution Record Date in
compliance with Rule 10b-17 under the Exchange Act.
(c) MAILING OF PACKAGING INFORMATION STATEMENT. Tenneco shall, as soon
as practicable after the Packaging Registration Statement shall have been
declared effective under the Exchange Act, cause the Packaging Information
Statement to be mailed to the holders of Tenneco Common Stock.
SECTION 3.02. THE DISTRIBUTION.
(a) DUTIES AND OBLIGATIONS OF TENNECO. Subject to the conditions
contained herein, on the Distribution Date but effective immediately following
the close of business on the Distribution Date Tenneco shall:
(i) deliver to the Agent the share certificates representing
the Packaging Common Stock issued to Tenneco by Packaging, pursuant to
Section 2.02 hereof, endorsed by Tenneco in blank, for the benefit of
the Tenneco Holders; and
(ii) instruct the Agent to distribute, as soon as practicable
following consummation of the Distribution, to the Tenneco Holders one
share of Packaging Common Stock for every one share of Tenneco Common
Stock held by such Tenneco Holders as of the Distribution Record Date.
(b) DUTIES AND RESPONSIBILITIES OF PACKAGING. Packaging shall provide,
or cause to be provided, to the Agent sufficient certificates representing
Packaging Common Stock, in such denominations as the Agent may request in order
to effect the Distribution. All shares of Packaging Common Stock issued in
connection with the Distribution will be validly issued, fully paid and
nonassessable and free of any preemptive (or similar) rights.
ARTICLE IV
CONDITIONS TO THE DISTRIBUTION
SECTION 4.01. CONDITIONS PRECEDENT TO THE DISTRIBUTION. The obligation
of Tenneco to cause the Distribution to be consummated shall be subject, at the
option of Tenneco, to the fulfillment or waiver, on or prior to the Termination
Date, of each of the following conditions.
(a) ANCILLARY AGREEMENTS. Each of the parties to each Ancillary
Agreement shall have executed and delivered such Ancillary Agreement and all
Ancillary Agreements shall be in full force and effect.
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(b) REGISTRATION STATEMENT. The Packaging Registration Statement shall
have been declared effective by order of the Commission and no stop order shall
have been entered, and no proceeding for that purpose shall have been initiated
or threatened by the Commission with respect thereto.
(c) NYSE LISTING. The Packaging Common Stock shall have been approved
for listing on the NYSE, subject to official notice of issuance.
(d) TAX RULING. Tenneco shall have received rulings from the Internal
Revenue Service reasonably acceptable to Tenneco and Packaging, which rulings
shall be in full force and effect as of the Distribution Date, to the effect
that:
(i) the Distribution as contemplated hereunder will be
tax-free for federal income tax purposes to Tenneco under Section
355(c)(1) of the Code and to the stockholders of Tenneco under Section
355(a) of the Code;
(ii) the merger, pursuant to a plan of complete liquidation,
of Tenneco Packaging Specialty and Consumer Products Inc. with and into
Packaging will be tax-free for federal income tax purposes to Packaging
and Tenneco Packaging Specialty and Consumer Products Inc. under
Sections 332 and 337 of the Code, respectively;
(iii) the transfers of property by Tenneco to Packaging and
the entity now known as Tenneco Automotive Inc. will be tax-free for
federal income tax purposes under Sections 361(a) and 351(a),
respectively; and
(iv) the foregoing transactions will have no adverse effect on
the Prior Rulings.
(e) PRE-DISTRIBUTION TRANSACTIONS. Each of the transactions and other
matters contemplated by Article II and Section 3.01 hereof (including, without
limitation, each of the distributions, transfers, conveyances, contributions,
assignments or other transactions included in, or otherwise necessary to
consummate, the Corporate Restructuring Transactions) and the Debt Realignment
shall have been fully effected, consummated and accomplished.
(f) COVENANTS. The covenants contained in Article V of this Agreement
that are required to be performed on or before the Distribution Date shall have
been fully performed.
(g) NO PROHIBITIONS. Consummation of the transactions contemplated
hereby shall not be prohibited by Law and no Governmental Authority of competent
jurisdiction shall have enacted, issued, promulgated, enforced or entered any
statute, rule, regulation, executive order, decree, injunction or other order
(whether temporary, preliminary or permanent) which is in effect and which
materially restricts, prevents or prohibits consummation of the Distribution, or
any transaction contemplated by this Agreement, it being understood that the
parties hereto hereby agree to use their reasonable best efforts to cause any
such decree, judgment, injunction or other order to be vacated or lifted as
promptly as possible.
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(h) CONSENTS. Tenneco and Packaging and the other members of their
respective Groups shall have obtained all Consents the failure of which to
obtain would, in the determination of the Board of Directors of Tenneco, have a
material adverse effect on the Automotive Group or the Packaging Group, each
taken as a whole, and such Consents shall be in full force and effect.
SECTION 4.02. NO CONSTRAINT. Notwithstanding the provisions of Section
4.01 above, the fulfillment or waiver of any or all of the conditions precedent
to the Distribution set forth therein shall not:
(i) create any obligation on the part of Tenneco or any other
party hereto to effect the Distribution;
(ii) in any way limit Tenneco's right and power under Section
8.11 to terminate this Agreement and the process leading to the
Distribution and to abandon the Distribution; or
(iii) alter the consequences of any such termination under
Section 8.11 from those specified in such Section.
SECTION 4.03. DEFERRAL OF DISTRIBUTION DATE. If the Distribution Date
shall have been established by the Board of Directors of Tenneco but all the
conditions precedent to the Distribution set forth in this Agreement have not
theretofore been fulfilled or waived, or Tenneco does not reasonably anticipate
that they will be fulfilled or waived, on or prior to the date established as
the Distribution Date, Tenneco may, by resolution of its Board of Directors (or
a committee thereof, so authorized), defer the Distribution Date to a later date
or terminate this Agreement under Section 8.11.
SECTION 4.04. PUBLIC NOTICE OF DEFERRED DISTRIBUTION DATE. If the Board
of Directors (or a committee thereof, so authorized) of Tenneco shall defer the
Distribution Date in accordance with Section 4.03 above and public announcement
of the prior Distribution Date has theretofore been made, Tenneco shall promptly
thereafter issue, in accordance with the advice of legal counsel, a public
announcement with respect to such deferment and shall, with the advice of legal
counsel, take such other actions as may be deemed necessary or desirable with
respect to the dissemination of such information.
ARTICLE V
COVENANTS
SECTION 5.01. FURTHER ASSURANCES. Each of Tenneco and Packaging shall:
(a) take or cause to be taken all actions, do or cause to be done and
not take or allow to be taken any actions inconsistent with all things
reasonably necessary, proper or advisable under applicable Law and agreements or
otherwise to consummate and make effective the transactions contemplated hereby,
including without limitation using commercially reasonable efforts to obtain
any, consents and approvals from, enter into any amendatory agreements with and
make any
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applications, registrations or filings with, any third Person or any
Governmental Authority necessary or desirable in order to consummate the
transactions contemplated hereby or to carry out the purposes of this Agreement;
and
(b) execute and deliver such further instruments and documents and take
such other actions as the other party may reasonably request in order to
consummate the transactions contemplated hereby and effectuate the purposes of
this Agreement.
SECTION 5.02. TENNECO NAME. As part of the Corporate Restructuring
Transactions the Tenneco Trademarks and Trade Names will be assigned to a member
of the Automotive Group designated by Tenneco. Tenneco shall grant to Packaging
and to each of the members of the Packaging Group a transition license,
substantially in the form of Exhibit K hereto (the "TRADEMARK TRANSITION
LICENSE"), to use certain Tenneco Trademarks and Trade Names, for the limited
use and as more fully described in Exhibit K hereto.
SECTION 5.03. SUPPLIES AND DOCUMENTS. Tenneco shall, pursuant to the
terms of the Trademark Transition License, grant a license (on a nonexclusive
basis) to Packaging and to each of the members of the Packaging Group to use
existing supplies and documents which have imprinted thereon any of the Tenneco
Trademarks and Trade Names, to the extent that such supplies and documents were
existing in the inventory of such member of the Packaging Group as of the
Distribution Date, as more fully described in Exhibit K hereto.
SECTION 5.04. ASSUMPTION AND SATISFACTION OF LIABILITIES. Except as
otherwise specifically set forth in any Ancillary Agreement, from and after the
Distribution Date:
(a) Tenneco shall, and shall cause each of the other members of the
Automotive Group over which it has legal or effective direct or indirect control
to, assume, pay, perform and discharge all Automotive Liabilities in accordance
with their terms, when determinable, and otherwise as determined in accordance
with the practice of the parties prior to the Distribution;
(b) Packaging shall, and shall cause each of the other members of the
Packaging Group over which it has legal or effective direct or indirect control
to, assume, pay, perform and discharge all Packaging Liabilities in accordance
with their terms, when determinable, and otherwise as determined in accordance
with the practice of the parties prior to the Distribution; and
(c) Tenneco (for itself and the other members of its Group) and
Packaging (for itself and the other members of its Group) each severally and not
jointly covenant and agree to assume, pay, and discharge one half of the amount
of any and all Transaction Liabilities.
SECTION 5.05. NO REPRESENTATIONS OR WARRANTIES; CONSENTS.
(a) GENERAL. Each of the parties hereto understands and agrees that no
party hereto is, in this Agreement or in any other agreement or document
contemplated by this Agreement (including but except as otherwise expressly
provided by the Ancillary Agreements) or otherwise, making to any other party
hereto any representation or warranty whatsoever, including without limitation,
any representation or warranty:
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(i) as to the value or freedom from encumbrance of, or
any other matter concerning, any assets of such party; or
(ii) as to the legal sufficiency to convey title to any asset
as of the execution, delivery and filing of this Agreement or any
Ancillary Agreement, including, without limitation, any Conveyancing
and Assumption Instrument.
(b) DISCLAIMER OF MERCHANTABILITY OR FITNESS OF ASSETS. Except as
expressly provided otherwise in any Ancillary Agreement, each party hereto
further understands and agrees that there are no warranties, express or implied,
as to the merchantability or fitness of any of the assets either transferred to
or retained by the Automotive Group or the Packaging Group, as the case may be,
pursuant to the Corporate Restructuring Transactions and the other terms and
provisions of this Agreement, any Conveyancing and Assumption Agreement or any
Ancillary Agreement, and all such assets which are so transferred will be
transferred on an "AS IS, WHERE IS" basis, and the party to which any such
assets are transferred hereunder, or which retains assets hereunder, shall bear
the economic and legal risk that any conveyances of such assets shall prove to
be insufficient or that the title of such party or any other member of its
respective Group to any such assets shall be other than good and marketable and
free from encumbrances.
(c) NO REPRESENTATIONS OR WARRANTIES REGARDING CONSENTS. Except as
expressly provided otherwise in any Ancillary Agreement, each of the parties
hereto understands and agrees that no party hereto is, in this Agreement or any
Ancillary Agreement or in any other agreement or document contemplated by this
Agreement or any Ancillary Agreement or otherwise, representing or warranting in
any way to any other party hereto that the obtaining of any consents or
approvals, the execution and delivery of any amendatory agreements and the
making of any filings or applications contemplated by this Agreement will
satisfy the provisions of any or all applicable agreements or the requirements
of any or all applicable Law. Except as expressly provided otherwise in any
Ancillary Agreement, each of the parties hereto further agrees and understands
that the party to which any assets to be or are transferred as contemplated by
the Corporate Restructuring Transactions or the other provisions of this
Agreement shall bear the economic and legal risk that any necessary consents or
approvals are not obtained, that any necessary amendatory agreements are not
executed and delivered or that any requirements of Laws are not complied with.
(d) COVENANT TO USE REASONABLE EFFORTS TO OBTAIN CONSENTS.
Notwithstanding the provisions of Section 5.05(c) above, each of the parties
hereto shall (and shall cause each of their respective Affiliates and each
member of its respective Group over which it has direct or indirect legal or
effective control to) use commercially reasonable efforts to obtain all consents
and approvals (the "CONSENTS"), to enter into all amendatory agreements and to
make all filings and applications which may be reasonably required for the
consummation of the Corporate Restructuring Transactions, the Distribution and
all other transactions contemplated by this Agreement and shall take all such
further reasonable actions as shall be reasonably necessary to preserve for each
of the Automotive Group and the Packaging Group, to the greatest extent
feasible, the economic and operational benefits of the allocation of assets and
Liabilities contemplated by this Agreement. In case at any time after the
Distribution Date any further action is necessary or desirable
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to carry out the purposes of this Agreement, the proper officers and directors
of each party to this Agreement, or their successors in interest, shall take all
such necessary or desirable action.
SECTION 5.06. REMOVAL OF CERTAIN GUARANTEES.
(a) REMOVAL OF TENNECO AS GUARANTOR OF PACKAGING LIABILITIES.
Except as otherwise contemplated in the Corporate Restructuring Transactions or
otherwise specified in any Ancillary Agreement, each of Tenneco and Packaging
shall use its commercially reasonable efforts to have, on or prior to the
Distribution Date, or as soon as practicable thereafter, Tenneco and any other
member of the Automotive Group removed as a guarantor of, or obligor under or
for, any Packaging Liability.
(b) REMOVAL OF PACKAGING AS GUARANTOR OF AUTOMOTIVE
LIABILITIES. Except as otherwise contemplated in the Corporate Restructuring
Transactions or otherwise specified in any Ancillary Agreement, each of Tenneco
and Packaging shall use its commercially reasonable efforts to have, on or prior
to the Distribution Date, or as soon as practicable thereafter, Packaging and
any other member of the Packaging Group removed as a guarantor of, or obligor
under or for, any Automotive Liability.
SECTION 5.07. PUBLIC ANNOUNCEMENTS. Each party hereto shall consult
with each other before issuing any press release or otherwise issuing any other
similar written public statement with respect to this Agreement or the
Distribution and shall not issue any such press release or make any such public
statement without the prior consent of each other party, which shall not be
unreasonably withheld or delayed; provided, however, that a party may, without
the prior consent of any other party, issue such press release or other similar
written public statement as may be required by law or any listing agreement with
a national securities exchange to which any party hereto (or any member of such
party's Group) is a party if it has used all reasonable efforts to consult with
such other party and to obtain such party's consent but has been unable to do so
in a timely manner.
SECTION 5.08. INTERCOMPANY AGREEMENTS. Except with respect to
agreements by and among Packaging Corporation of America or any of its
subsidiaries, on the one hand, and any member of the Automotive Group, on the
other hand, effective as of the consummation of the Distribution, each of
Packaging and Tenneco shall (and shall cause each other member of its respective
Group over which it has legal or effective direct or indirect control to)
terminate each and every agreement between it and any member of the other Group
other than this Agreement, any of the Ancillary Agreements, and any agreements
between third Persons who are not members of either Group, on the one hand, and
members of both Groups, on the other hand; provided, however, that such
termination shall not have any effect whatsoever on any of its rights or
obligations that accrued or were incurred prior to the Distribution Date
(subject to the terms of Section 2.12 above).
SECTION 5.09. TAX MATTERS. Each of Tenneco and Packaging intend the
Distribution to be treated as a tax-free distribution under Code Sections 355(a)
and 361(c)(1) and each such party shall use its reasonable best efforts to cause
the Distribution to so qualify. Except as provided in the Tax Sharing Agreement,
neither Tenneco, on the one hand, nor Packaging, on the other hand, shall
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take, or permit any member of its Group over which it has legal or effective
direct or indirect control to take, any action which might cause:
(i) the Distribution to fail to qualify as a tax-free
distribution under Code Section 355(a) or Code Section 361(c)(1);
(ii) the merger, pursuant to a plan of complete liquidation,
of Tenneco Packaging Specialty and Consumer Products Inc. with and into
Packaging to not be tax-free for federal income tax purposes to
Packaging and Tenneco Packaging Specialty and Consumer Products Inc.
under Sections 332 and 337 of the Code, respectively;
(iii) the transfers of property by Tenneco to Packaging and
the entity now known as Tenneco Automotive Inc. to not be tax-free for
federal income tax purposes under Sections 361(a) and 351(a),
respectively;
(iv) the foregoing transactions to have an adverse effect on
the Prior Rulings; or
(v) any other transfer described in the Corporate
Restructuring Transactions that is intended (as described in Tenneco's
request for rulings from the Internal Revenue Service) to qualify as a
tax-free transfer under Code Sections 332, 351, 355 or 368 to fail to
so qualify.
SECTION 5.10. 1996 AGREEMENTS.
(a) ALLOCATION OF BENEFITS AND LIABILITIES. Except as expressly
provided otherwise in an Ancillary Agreement, Tenneco and Packaging each shall
use its commercially reasonable efforts to allocate and provide to the other
party to the greatest extent feasible the economic and operational benefits and
liabilities of the 1996 Distribution Agreement and the 1996 Debt and Cash
Allocation Agreement, which allocation shall be based on the nature of the
underlying asset or liability giving rise to the allocated benefit or liability.
To the extent such benefit or liability is derived from or relates to an
Automotive Asset, an Automotive Liability, the Automotive Business, or the Prior
Automotive Business, it shall be allocated to Tenneco. To the extent such
benefit or liability is derived from or relates to a Packaging Asset, a
Packaging Liability, the Packaging Business, or the Prior Packaging Business, it
shall be allocated to Packaging.
(b) ASSIGNMENT OF CERTAIN AGREEMENTS. Tenneco and Packaging each shall
use its commercially reasonable efforts to cause the Newport News License and
the El Paso License to be assigned to Tenneco.
SECTION 5.11. TENNECO COMMON STOCK.
(a) POST-DISTRIBUTION ADJUSTMENT. Tenneco shall submit at its next
annual shareowners' meeting, and recommend the adoption of, a proposal to amend
Tenneco's certificate of incorporation to reduce the total number of authorized
shares of Tenneco Common Stock to an amount consistent with the current
guidelines of Institutional Shareholder Services (which would
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be 135,000,000 shares of common stock based on the expected capital structure of
Tenneco following consummation of the Distribution and Tenneco's planned
one-for-five reverse stock split).
(b) LIMITATION ON ISSUANCE OF ADDITIONAL SHARES. From the effective
date of Tenneco's one-for-five reverse stock split until the next annual Tenneco
shareowners' meeting, Tenneco shall not, absent shareowner approval, issue any
shares of Tenneco Common Stock in an amount such that, following such issuance,
the aggregate number of outstanding shares of Tenneco Common Stock would exceed
135,000,000.
ARTICLE VI
ACCESS TO INFORMATION
SECTION 6.01. PROVISION, TRANSFER AND DELIVERY OF APPLICABLE
CORPORATE RECORDS.
(a) PROVISION, TRANSFER AND DELIVERY OF PACKAGING RECORDS.
Tenneco shall (and shall cause each other member of its Group over which it has
legal or effective direct or indirect control to) arrange as soon as practicable
following the Distribution Date for the transportation (at Packaging's cost) to
Packaging of the Books and Records in its possession, if any, that relate
primarily to the Packaging Business or are necessary to operate the Packaging
Business (collectively, the "PACKAGING RECORDS"), except to the extent such
items are already in the possession of any member of the Packaging Group. The
Packaging Records shall be available to Tenneco for review and duplication, at
its cost, pursuant to the terms of this Agreement.
(b) PROVISION, TRANSFER AND DELIVERY OF AUTOMOTIVE RECORDS.
Packaging shall (and shall cause each other member of its Group over which it
has legal or effective direct or indirect control to) arrange as soon as
practicable following the Distribution Date for the transportation (at Tenneco's
cost) to Tenneco of the Books and Records in its possession, if any, (i) that
relate primarily to the Automotive Business or are necessary to operate the
Automotive Business (collectively, the "AUTOMOTIVE RECORDS"), (ii) that relate
to any Tenneco business other than the Packaging Business, or (iii) that consist
of the corporate minutes of the Board of Directors (or committees thereof) of
Tenneco or otherwise relate to the business, administrative and management
operations of Tenneco as the parent holding company of the Automotive Business,
Packaging Business and all other Tenneco businesses or operations (collectively,
the "TENNECO CORPORATE RECORDS") except to the extent such items are already in
the possession of any member of the Automotive Group. The Automotive Records and
the Tenneco Corporate Records shall be the property of Tenneco, but shall be
available to Packaging for review and duplication, at its cost, pursuant to the
terms of this Agreement.
SECTION 6.02. ACCESS TO INFORMATION. Unless otherwise contemplated by
Section 6.06, from and after the Distribution Date, each of Tenneco and
Packaging shall (and shall cause each of the other members of its respective
Group over which it has legal or effective direct or indirect control to) afford
to each other party and its authorized accountants, counsel and other designated
representatives reasonable access and duplicating rights (all such duplicating
costs to be borne by the requesting party) during normal business hours, subject
to appropriate restrictions for
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classified, privileged or confidential information, to the personnel,
properties, Books and Records and other data and information of such party and
each other member of such party's Group relating to operations prior to the
Distribution insofar as such access is reasonably required by the other
requesting party for the conduct of the requesting party's business (but not for
competitive purposes).
SECTION 6.03. REIMBURSEMENTS, OTHER MATTERS. Except to the extent
otherwise contemplated hereby or by any Ancillary Agreement, a party providing
Books and Records or access to information to any other party (or such party's
representatives) under this Article VI shall be entitled to receive from such
other party, upon the presentation of invoices therefor, payments for such
amounts, relating to supplies, disbursements and other out-of-pocket expenses,
as may be reasonably incurred in providing such Books and Records or access to
information.
SECTION 6.04. CONFIDENTIALITY.
(a) GENERAL RESTRICTION ON DISCLOSURE. Each of Tenneco and Packaging
shall not (and shall not permit any other member of its respective Group over
which it has legal or effective direct or indirect control to) use or permit the
use of (without the prior written consent of the other) and shall hold, and
shall cause its consultants, advisors and other representatives and any other
member of its respective Group (over which it has legal or effective direct or
indirect control) to hold, in strict confidence, all information concerning each
other party hereto and the other members of such other party's Group in its
possession, custody or control to the extent such information either
(i) relates to the period up to the Distribution Date,
(ii) relates to any Ancillary Agreement, or
(iii) is obtained in the course of performing services for the
other party pursuant to any Ancillary Agreement,
and each party hereto shall not (and shall cause each other member of its
respective Group over which it has legal or effective direct or indirect control
not to) otherwise release or disclose such information to any other Person,
except its auditors, attorneys, financial advisors, bankers and other
consultants and advisors, without the prior written consent of the other
affected party or parties, unless compelled to disclose such information by
judicial or administrative process or unless such disclosure is required by Law
and such party has used commercially reasonable efforts to consult with the
other affected party or parties prior to such disclosure.
(b) COMPELLED DISCLOSURE. To the extent that a party hereto (or a
member of its Group over which it has legal or effective direct or indirect
control) is compelled by judicial or administrative process to disclose such
information under circumstances in which any evidentiary privilege would be
available, such party agrees to assert or cause to be asserted such privilege in
good faith prior to making such disclosure. Each of the parties shall consult
with each relevant other party in connection with any such judicial or
administrative process, including without limitation, in determining whether any
privilege is available, and shall not object to each such relevant party and
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its counsel participating in any hearing or other proceeding (including, without
limitation, any appeal of an initial order to disclose) in respect of such
disclosure and assertion of privilege.
(c) EXCEPTIONS TO CONFIDENTIAL TREATMENT. Anything herein to the
contrary notwithstanding, no party hereto shall be prohibited from using or
permitting the use of, or shall be required to hold or cause to be held in
confidence, any information to the extent that (i) such information has been or
is in the public domain through no fault of such party, (ii) such information
is, after the Distribution Date, lawfully acquired from other sources by such
party, or (iii) this Agreement, any Ancillary Agreement or any other agreement
entered into pursuant hereto permits the use or disclosure of such information
by such party.
SECTION 6.05. WITNESS SERVICES. At all times from and after the
Distribution Date, each of Tenneco and Packaging shall use its reasonable
efforts to make available to each other party hereto, upon reasonable written
request, the officers, directors, employees and agents of each member of its
respective Group for fact finding, consultation or interviews and as witnesses
to the extent that:
(a) such persons may reasonably be required in connection with the
prosecution or defense of any Action in which the requesting party or any member
of its respective Group may from time to time be involved; and
(b) there is no conflict in the Action between the requesting party or
any member of its respective Group and the party to which a request is made
pursuant to this Section 6.05 or any member of such party's Group.
Except as otherwise agreed by the parties, a party providing witness
services to any other party under this Section shall be entitled to receive from
the recipient of such services, upon the presentation of invoices therefor,
payments for such amounts relating to supplies, disbursements and other
out-of-pocket expenses (but not salary expenses) of employees who participate in
fact finding, consultation or interviews or are witnesses, as are actually and
reasonably incurred in providing such fact finding, consulting, interviews or
witness services by the party providing such services.
SECTION 6.06. RETENTION OF RECORDS. Except when a longer period is
required by Law or is specifically provided for herein or in any Ancillary
Agreement, each party hereto shall cause the members of its Group over which it
has legal or effective direct or indirect control, to retain, for a period of at
least seven years following the Distribution Date, all material information
(including without limitation all material Books and Records) relating to such
Group and its operations prior to the Distribution Date. Notwithstanding the
foregoing, any party hereto may offer in writing to deliver to the other party
all or a portion of such information as it relates to members of the offering
party's Group and, if such offer is accepted in writing within 90 days after
receipt thereof, the offering party shall promptly arrange for the delivery of
such information (or copies thereof) to the accepting party (at the expense of
such accepting party). If such offer is not so accepted, except as required by
Law the offered information may be destroyed or otherwise disposed of by the
offering party at any time thereafter.
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SECTION 6.07. PRIVILEGED MATTERS.
(a) PRIVILEGED INFORMATION. Each of the parties hereto shall, and shall
cause the members of its Group over which it has legal or effective direct or
indirect control to, use its reasonable efforts to maintain, preserve, protect
and assert all privileges including, without limitation, all privileges arising
under or relating to the attorney-client relationship (including without
limitation the attorney-client and attorney work product privileges) that relate
directly or indirectly to any member of any other Group for any period prior to
the Distribution Date ("PRIVILEGE" or "PRIVILEGES"). Each of the parties hereto
shall use its reasonable efforts not to waive, or permit any member of its Group
over which it has legal or effective direct or indirect control to waive, any
such Privilege that could be asserted under applicable Law without the prior
written consent of the other party. With respect to each party, the rights and
obligations created by this Section 6.07 shall apply to all information as to
which a member of any Group did assert or, but for the Distribution, would have
been entitled to assert the protection of a Privilege ("PRIVILEGED INFORMATION")
including, but not limited to, any and all information that either:
(i) was generated or received prior to the Distribution Date
but which, after the Distribution, is in the possession of a member of
another Group; or
(ii) is generated or received after the Distribution Date but
refers to or relates to Privileged Information that was generated or
received prior to the Distribution Date.
(b) PRODUCTION OF PRIVILEGED INFORMATION. Upon receipt by a party or
any member of its Group of any subpoena, discovery or other request that
arguably calls for the production or disclosure of Privileged Information, or if
a party or any member of its Group obtains knowledge that any current or former
employee of such party or any member of its Group has received any subpoena,
discovery or other request which arguably calls for the production or disclosure
of Privileged Information, such party shall promptly notify the other party of
the existence of the request and shall provide the other party a reasonable
opportunity to review the information and to assert any rights it may have under
this Section 6.07 or otherwise to prevent the production or disclosure of
Privileged Information. No party will, or will permit any member of its Group
over which it has direct or indirect legal or effective control to, produce or
disclose any information arguably covered by a Privilege under this Section 6.07
unless:
(i) the other party has provided its express written consent
to such production or disclosure; or
(ii) a court of competent jurisdiction has entered an order
which is not then appealable or a final, nonappealable order finding
that the information is not entitled to protection under any applicable
Privilege.
(c) NO WAIVER. The parties hereto understand and agree that the
transfer of any Books and Records or other information between any members of
the Automotive Group or the Packaging Group shall be made in reliance on the
agreements of Tenneco and Packaging, as set forth in Section 6.04 and Section
6.07 hereof, to maintain the confidentiality of Privileged Information and to
assert and maintain all applicable Privileges. The Books and Records being
transferred pursuant to Section 6.01 hereof, the access to information being
granted pursuant to Section 6.02 hereof, the agreement to provide witnesses and
individuals pursuant to Section 6.05 hereof and the transfer of Privileged
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Information to either party pursuant to this Agreement shall not be deemed a
waiver of any Privilege that has been or may be asserted under this Section or
otherwise.
ARTICLE VII
INDEMNIFICATION
SECTION 7.01. INDEMNIFICATION BY TENNECO. Except as otherwise
specifically set forth in any provision of this Agreement or of any Ancillary
Agreement, Tenneco shall, to the fullest extent permitted by law, indemnify,
defend and hold harmless the Packaging Indemnitees from and against any and all
Indemnifiable Losses of the Packaging Indemnitees arising out of, by reason of
or otherwise in connection with (i) the Automotive Liabilities, (ii) to the
extent Tenneco has not discharged its obligations under Section 5.04(c) above,
Tenneco's share of any Transaction Liability, or (iii) the breach by Tenneco or
any Automotive Subsidiary of any provision of this Agreement or any Ancillary
Agreement.
SECTION 7.02. INDEMNIFICATION BY PACKAGING. Except as otherwise
specifically set forth in any provision of this Agreement or of any Ancillary
Agreement, Packaging shall, to the fullest extent permitted by law, indemnify,
defend and hold harmless the Automotive Indemnitees from and against any and all
Indemnifiable Losses of the Automotive Indemnitees arising out of, by reason of
or otherwise in connection with either (i) the Packaging Liabilities, (ii) to
the extent Packaging has not discharged its obligations under Section 5.04(c)
above, Packaging's share of any Transaction Liability, or (iii) the breach by
Packaging or any Packaging Subsidiary of any provision of this Agreement or any
Ancillary Agreement.
SECTION 7.03. NO INDEMNIFICATION IN RESPECT OF INDEMNITEE'S
INVESTMENT. Notwithstanding anything to the contrary contained herein, Tenneco
shall not be obligated to indemnify, defend and hold harmless the Packaging
Indemnitees from and against, and Packaging shall not be obligated to indemnify,
defend and hold harmless the Automotive Indemnitees from and against, any
Indemnifiable Losses to the extent such Indemnifiable Losses arise out of, by
reason of or otherwise in connection with (i) the direct or indirect ownership,
from and after the Distribution Date, of any equity or other investment interest
by such Indemnitee in a member of the Indemnifying Party's Group or (ii) any
direct or indirect contractual or similar arrangement arising in the ordinary
course of business between a member of the Automotive Group and a member of the
Packaging Group, except as otherwise contemplated by the terms of such
arrangement.
SECTION 7.04. LIMITATIONS ON INDEMNIFICATION OBLIGATIONS.
(a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount
that any party (an "INDEMNIFYING PARTY") is or may be required to pay to any
other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above,
as applicable, shall be reduced (retroactively or prospectively) by any
Insurance Proceeds or other amounts actually recovered from third parties by or
on behalf of such Indemnitee in respect of the related Indemnifiable Losses. The
existence of a claim by an Indemnitee for insurance or against a third
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party in respect of any Indemnifiable Loss shall not, however, delay any payment
pursuant to the indemnification provisions contained herein and otherwise
determined to be due and owing by an Indemnifying Party. Rather, the
Indemnifying Party shall make payment in full of such amount so determined to be
due and owing by it against an assignment by the Indemnitee to the Indemnifying
Party of the entire claim of the Indemnitee for such insurance or against such
third party. Notwithstanding any other provisions of this Agreement, it is the
intention of the parties hereto that no insurer or any other third party shall
be (i) entitled to a benefit it would not be entitled to receive in the absence
of the foregoing indemnification provisions, (ii) relieved of the responsibility
to pay any claims for which it is obligated or (iii) entitled to any subrogation
rights with respect to any obligation hereunder. If an Indemnitee shall have
received the payment required by this Agreement from an Indemnifying Party in
respect of any Indemnifiable Losses and shall subsequently actually receive
Insurance Proceeds or other amounts in respect of such Indemnifiable Losses,
then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit
of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal
to the amount of such Insurance Proceeds or other amounts actually received, up
to the aggregate amount of any payments received from such Indemnifying Party
pursuant to this Agreement in respect of such Indemnifiable Losses.
(b) FOREIGN CURRENCY ADJUSTMENTS. In the event that any indemnification
payment required to be made hereunder or under any Ancillary Agreement shall be
denominated in a currency other than U.S. Dollars, the amount of such payment
shall be translated into U.S. Dollars using the foreign exchange rate for such
currency determined in accordance with the following rules:
(i) with respect to any Indemnifiable Losses arising from the
payment by a financial institution under a guarantee, comfort letter,
letter of credit, foreign exchange contract or similar instrument, the
foreign exchange rate for such currency shall be determined as of the
date on which such financial institution shall have been reimbursed;
(ii) with respect to any Indemnifiable Losses covered by
insurance, the foreign exchange rate for such currency shall be the
foreign exchange rate employed by the insurance company providing such
insurance in settling such Indemnifiable Losses with the Indemnifying
Party; and
(iii) with respect to any Indemnifiable Losses not covered by
either clause (i) or (ii) above, the foreign exchange rate for such
currency shall be determined as of the date that notice of the claim
with respect to such Indemnifiable Losses shall be given to the
Indemnitee.
SECTION 7.05. PROCEDURES FOR INDEMNIFICATION. Except as otherwise
specifically provided in any Ancillary Agreement, including, without limitation,
the Tax Sharing Agreement and the Human Resources Agreement, and subject to the
provisions of Section 7.13 hereof:
(a) NOTICE OF THIRD PARTY CLAIMS. If a claim or demand is made against
an Indemnitee by any Person who is not a member of the Automotive Group or the
Packaging Group (a "THIRD PARTY CLAIM") as to which such Indemnitee is entitled
to indemnification pursuant to this Agreement, such Indemnitee shall notify the
Indemnifying Party in writing, and in reasonable
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detail, of the Third Party Claim promptly (and in any event within 30 business
days) after receipt by such Indemnitee of written notice of the Third Party
Claim; provided, however, that failure to give such notification shall not
affect the Indemnitee's right to indemnification hereunder except to the extent
the Indemnifying Party shall have been actually prejudiced as a result of such
failure (except that the Indemnifying Party shall not be liable for any expenses
incurred during the period in which the Indemnitee failed to give such notice).
The Indemnifying Party shall have 30 days from personal delivery or mailing of
such written notice to notify the Indemnitee (i) whether or not the Indemnifying
Party disputes the liability of the Indemnifying Party to the Indemnitee with
respect to such claim or demand and (ii) whether or not it assumes the defense
of such claim or demand. Thereafter, the Indemnitee shall deliver to the
Indemnifying Party, promptly (and in any event within 15 business days) after
the Indemnitee's receipt thereof, copies of all notices and documents (including
court papers) received by the Indemnitee relating to the Third Party Claim.
(b) LEGAL DEFENSE OF THIRD PARTY CLAIMS. If a Third Party Claim is made
against an Indemnitee, the Indemnifying Party shall be entitled to participate
in the defense thereof and, if it so chooses, to assume the defense thereof with
counsel selected by the Indemnifying Party, which counsel shall be reasonably
satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume
the defense of a Third Party Claim, the Indemnifying Party shall not be liable
to the Indemnitee for legal or other expenses subsequently incurred by the
Indemnitee in connection with the defense thereof. If the Indemnifying Party
assumes such defense the Indemnitee shall have the right to participate in the
defense thereof and to employ counsel, at its own expense, separate from the
counsel employed by the Indemnifying Party, it being understood that the
Indemnifying Party shall control such defense. The Indemnifying Party shall be
liable for the reasonable fees and expenses of counsel employed by the
Indemnitee for any period during which the Indemnifying Party has failed to
assume the defense of the Third Party Claim (other than during the period prior
to the time the Indemnitee shall have given notice of the Third Party Claim as
provided above). If the Indemnifying Party so elects to assume the defense of
any Third Party Claim, all of the Indemnitees shall cooperate with the
Indemnifying Party in the defense or prosecution thereof. Notwithstanding the
foregoing:
(i) the Indemnifying Party shall not be entitled to assume the
defense of any Third Party Claim (and shall be liable to the Indemnitee
for the reasonable fees and expenses of counsel incurred by the
Indemnitee in defending such Third Party Claim) if the Third Party
Claim either seeks an order, injunction or other equitable relief or
relief for other than money damages against the Indemnitee which the
Indemnitee reasonably determines, after conferring with its counsel,
cannot be separated from any related claim for money damages; provided,
however, that if such equitable relief or other relief portion of the
Third Party Claim can be so separated from that for money damages, the
Indemnifying Party shall be entitled to assume the defense of the
portion relating to money damages;
(ii) an Indemnifying Party shall not be entitled to assume the
defense of any Third Party Claim (and shall be liable for the
reasonable fees and expenses of counsel incurred by the Indemnitee in
defending such Third Party Claim) if, in the Indemnitee's reasonable
judgment, a conflict of interest between such Indemnitee and such
Indemnifying Party exists in respect of such Third Party Claim or if
the claim for indemnification relates to a matter
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that, if determined adversely, could reasonably be expected to expose
the Indemnitee to criminal prosecution or penalties; and
(iii) if at any time after assuming the defense of a Third
Party Claim an Indemnifying Party shall fail to prosecute or withdraw
from the defense of such Third Party Claim, the Indemnitee shall be
entitled to resume the defense thereof and the Indemnifying Party shall
be liable for the reasonable fees and expenses of counsel incurred by
the Indemnitee in such defense.
(c) SETTLEMENT OF THIRD PARTY CLAIMS. Except as otherwise provided
below in this Section 7.05(c), or as otherwise specifically provided in any
Ancillary Agreement, if the Indemnifying Party has assumed the defense of any
Third Party Claim, then:
(i) in no event will the Indemnitee admit any liability with
respect to, or settle, compromise or discharge, any Third Party Claim
without the Indemnifying Party's prior written consent (which consent
shall not be unreasonably withheld or delayed); provided, however, that
the Indemnitee shall have the right to settle, compromise or discharge
such Third Party Claim without the consent of the Indemnifying Party if
the Indemnitee releases the Indemnifying Party from its indemnification
obligation hereunder with respect to such Third Party Claim and such
settlement, compromise or discharge would not otherwise adversely
affect the Indemnifying Party, and
(ii) the Indemnitee will agree to any settlement, compromise
or discharge of a Third Party Claim that the Indemnifying Party may
recommend and that by its terms obligates the Indemnifying Party to pay
the full amount of the liability in connection with such Third Party
Claim and releases the Indemnitee completely in connection with such
Third Party Claim and that would not otherwise adversely affect the
Indemnitee;
provided, however, that the Indemnitee may refuse to agree to any such
settlement, compromise or discharge if the Indemnitee agrees that the
Indemnifying Party's indemnification obligation with respect to such Third Party
Claim shall not exceed the amount that would be required to be paid by or on
behalf of the Indemnifying Party in connection with such settlement, compromise
or discharge. If the Indemnifying Party has not assumed the defense of a Third
Party Claim then in no event shall the Indemnitee settle, compromise or
discharge such Third Party Claim without providing prior written notice to the
Indemnifying Party, which shall have the option within 15 business days
following receipt of such notice to
(i) approve and agree to pay the settlement,
(ii) approve the amount of the settlement, reserving the right
to contest the Indemnitee's right to indemnity pursuant to this
Agreement,
(iii) disapprove the settlement and assume in writing all past
and future responsibility for such Third Party Claim (including all of
Indemnitee's prior expenditures in connection therewith), or
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(iv) disapprove the settlement and continue to refrain from
participation in the defense of such Third Party Claim, in which event
the Indemnifying Party shall have no further right to contest the
amount or reasonableness of the settlement if the Indemnitee elects to
proceed therewith.
In the event the Indemnifying Party does not respond to such written
notice from the Indemnitee within such 15 business-day period, the Indemnifying
Party shall be deemed to have elected option (i) above.
(d) OTHER CLAIMS. Any claim on account of an Indemnifiable Loss which
does not result from a Third Party Claim shall be asserted by written notice
given by the Indemnitee to the applicable Indemnifying Party. Such Indemnifying
Party shall have a period of 30 business days after the receipt of such notice
within which to respond thereto. If such Indemnifying Party does not respond
within such 30 business-day period, such Indemnifying Party shall be deemed to
have refused to accept responsibility to make payment. If such Indemnifying
Party does not respond within such 30 business-day period or rejects such claim
in whole or in part, such Indemnitee shall be free to pursue such remedies as
may be available to such party under applicable Law or under this Agreement.
(e) EXISTING THIRD PARTY CLAIMS. Effective as of the Distribution Date,
Tenneco and Packaging shall each be deemed to have (i) received notification of
a claim for indemnification from the other party with respect to the Third Party
Claims allocated to it under the Litigation Letter to the extent such Third
Party Claim purports to make a claim or demand against such other party, and
(ii) elected to assume the defense of the Third Party Claims allocated to it
under the Litigation Letter pursuant to Section 7.05(b). Thereafter, the
relationship of the parties with respect to such Third Party Claims shall be
governed by the provisions of Section 7.05. Notwithstanding the foregoing,
neither party shall be entitled to indemnification under the deemed notice
provision of this Section for any and all losses, liabilities, penalties,
claims, damages, demands, costs and expenses (including, without limitation,
reasonable attorneys' fees, investigation expenses and any and all other
out-of-pocket expenses, but excluding any punitive or consequential damages) or
other Liabilities whatsoever, that are paid by such party on or before the
Distribution.
SECTION 7.06. INDEMNIFICATION PAYMENTS. Indemnification required by
this Article VII shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when invoices or bills are
received or loss, liability, claim, damage or expense is incurred.
SECTION 7.07. OTHER ADJUSTMENTS.
(a) ADJUSTMENTS FOR TAXES. The amount of any Indemnifiable Loss
shall be:
(i) increased to take into account any net Tax cost actually
incurred by the Indemnitee arising from any payments received from the
Indemnifying Party (grossed up for such increase); and
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(ii) reduced to take account of any net Tax benefit actually
realized by the Indemnitee arising from the incurrence or payment of
any such Indemnifiable Loss.
In computing the amount of such Tax cost or Tax benefit, the Indemnitee shall be
deemed to recognize all other items of income, gain, loss, deduction or credit
before recognizing any item arising from the receipt of any payment with respect
to an Indemnifiable Loss or the incurrence or payment of any Indemnifiable Loss,
and such Tax cost or Tax benefit shall be determined on a stand-alone basis
(based upon the operations of such Indemnitee) after eliminating any effect
resulting from the consolidation or inclusion for Tax purposes of the operations
of any affiliates, companies, partnerships, or any other Person with the
Indemnitee.
(b) REDUCTIONS FOR SUBSEQUENT RECOVERIES OR OTHER EVENTS. In
addition to any adjustments required pursuant to Section 7.04 hereof or Section
7.07(a) above, if the amount of any Indemnifiable Losses shall, at any time
subsequent to any indemnification payment made by the Indemnifying Party
pursuant to this Article VII, be reduced by recovery, settlement or otherwise,
the amount of such reduction, less any expenses incurred in connection
therewith, shall promptly be repaid by the Indemnitee to the Indemnifying Party,
up to the aggregate amount of any payments received from such Indemnifying Party
pursuant to this Agreement in respect of such Indemnifiable Losses.
SECTION 7.08. OBLIGATIONS ABSOLUTE. The foregoing contractual
obligations of indemnification set forth in this Article VII shall:
(i) also apply to any and all Third Party Claims that allege
that any Indemnitee is independently, directly, vicariously or jointly
and severally liable to such third party;
(ii) to the extent permitted by applicable law, apply even if
the Indemnitee is partially negligent or otherwise partially culpable
or at fault, whether or not such liability arises under any doctrine of
strict liability; and
(iii) be in addition to any liability or obligation that an
Indemnifying Party may have other than pursuant to this Agreement.
SECTION 7.09. SURVIVAL OF INDEMNITIES. The obligations of Tenneco and
Packaging under this Article VII shall survive the sale or other transfer by any
of them of any assets or businesses or the assignment by any of them of any
Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to
such assets, businesses or Liabilities.
SECTION 7.10. REMEDIES CUMULATIVE. The remedies provided in this
Article VII shall be cumulative and shall not preclude assertion by any
Indemnitee of any other rights or the seeking of any and all other remedies
against any Indemnifying Party.
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SECTION 7.11. COOPERATION OF THE PARTIES WITH RESPECT TO ACTIONS
AND THIRD PARTY CLAIMS.
(a) IDENTIFICATION OF PARTY IN INTEREST. Any party to this
Agreement that has responsibility for an Action or Third Party Claim shall
identify itself as the true party in interest with respect to such Action or
Third Party Claim and shall use its commercially reasonable efforts to obtain
the dismissal of any other party to this Agreement from such Action or Third
Party Claim.
(b) DISPUTES REGARDING RESPONSIBILITY FOR ACTIONS AND THIRD
PARTY CLAIMS. If there is uncertainty or disagreement concerning which party to
this Agreement has responsibility for any Action or Third Party Claim (including
any Action or Third Party Claim with respect to any 1996 Agreement not otherwise
provided for), the following procedure shall be followed in an effort to reach
agreement concerning responsibility for such Action or Third Party Claim:
(i) In general, each party shall control the portion of such
dispute or controversy that directly and exclusively relates to a
liability or benefit borne by such party. To the extent any issue
involved in, or aspect of, such dispute or controversy does not
directly and exclusively relate to the liability or benefit of one
party, Tenneco and Packaging shall jointly control and otherwise handle
such issue or matter upon such terms as they may agree. The parties in
disagreement over the responsibility for an Action or Third Party Claim
shall exchange brief written statements setting forth their position
concerning which party has responsibility for the Action or Third Party
Claim in accordance with the provisions of this Article VII. These
statements shall be exchanged within 10 days of a party putting another
party on written notice that the other party is or may be responsible
for the Action or Third Party Claim.
(ii) If within 10 days of the exchange of the written
statement of each party's position agreement is not reached on
responsibility for the Action or Third Party Claim, the General Counsel
for each of the parties in disagreement over responsibility for the
Action or Third Party Claim shall speak either by telephone or in
person to attempt to reach agreement on responsibility for the Action
or Third Party Claim.
(c) EFFECT OF FAILURE TO FOLLOW PROCEDURE. Failure to follow the
procedure set forth in clause (b) above shall not affect the rights and
responsibilities of the parties as established by the other provisions of this
Article VII.
(d) EXCHANGE OF INFORMATION. In connection with the handling of current
or future Actions or Third Party Claims, the parties may determine that it is in
their mutual interest to exchange privileged or confidential information. If so,
the parties agree to discuss whether it is in their mutual interest to enter
into a joint defense agreement or information exchange agreement to maintain the
confidentiality of their communications and to permit them to maintain the
confidentiality of proprietary information or information that is otherwise
confidential or subject to an applicable privilege, including but not limited to
the attorney-client, work product, executive, deliberative process or
self-evaluation privileges.
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SECTION 7.12. CONTRIBUTION. To the extent that any indemnification
provided for under Section 7.01 or Section 7.02 is unavailable to an Indemnitee
or is insufficient in respect of any of the Indemnifiable Losses of such
Indemnitee then the Indemnifying Party under such Section, in lieu of
indemnifying such Indemnitee thereunder, shall contribute to the amount paid or
payable by such Indemnitee as a result of such Indemnifiable Losses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Indemnifying Party on the one hand and the Indemnitee on the other hand from the
transaction or other matter which resulted in the Indemnifiable Losses 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
Indemnifying Party on the one hand and of the Indemnitee on the other hand in
connection with the action, inaction, statements or omissions that resulted in
such Indemnifiable Losses as well as any other relevant equitable
considerations.
SECTION 7.13. PROCEDURES WITH RESPECT TO TRANSACTION LIABILITIES.
(a) NOTICE. If a Third Party Claim is made against either party or such
party's Group which may give rise to a Transaction Liability, such party shall
notify the other party in writing, and in reasonable detail, of the Third Party
Claim promptly (and in any event within 15 business days) after receipt by such
party of written notice of the Third Party Claim, provided, however, that
failure to give such notification shall not affect either party's right to
indemnification hereunder except to the extent a party shall have been actually
prejudiced as a result of such failure. The parties shall deliver to each other,
promptly (and in any event within 15 business days) after the receipt thereof,
copies of all notices and documents (including court papers) received by a party
relating to such Third Party Claim.
(b) LEGAL DEFENSE. If the parties jointly determine that a Third Party
Claim may give rise to a Transaction Liability, the parties shall jointly agree
on the manner of the defense of such Third Party Claim, including the selection
of counsel and responsibility for strategic decisions, and share equally all
costs and expenses incurred in connection with defending such Claim. If the
parties disagree as to whether any Third Party Claim may or may not give rise to
a Transaction Liability, the parties shall proceed in accordance with Section
7.11(b) above with respect to such Third Party Claim.
(c) SETTLEMENT. In no event will either party admit any liability with
respect to, or settle, compromise or discharge, any Third Party Claim that the
parties have jointly determined may give rise to a Transaction Liability without
the other party's prior written consent (which consent shall not be unreasonably
withheld or delayed); provided, however, that either party shall have the right
to settle, compromise or discharge such Third Party Claim without the consent of
the other party if such party releases the other party from its indemnification
obligation hereunder with respect to such Third Party Claim and such settlement,
compromise or discharge contains a full and unconditional release of the other
party with no obligation to pay any amounts on account of such Claim and would
not otherwise adversely affect the other party.
39
<PAGE> 45
ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 8.01. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Packaging and
Tenneco shall, to the fullest extent permitted by law, indemnify, defend and
save harmless the persons who were officers and directors of Tenneco Inc.,
immediately prior to the Distribution Date, from and against any and all
liability (including any judgments, losses, damages, civil penalties, excise
taxes, interest and any other form of liability or expense of any kind) or claim
of liability (as defined above and including any investigatory action) to which
they may be subjected by reason of any act alleged to have been done or omitted
to be done in connection with their service as officers and directors of Tenneco
Inc. and any related or affiliated entity, including all expenses reasonably
incurred in their defense if Packaging and Tenneco fail to provide such defense
after having been requested to do so in writing. Regardless of whether Packaging
or Tenneco assumes such defense, counsel for such defense shall be selected by
the indemnified officer or director. Defense costs shall be indemnified as
incurred in the course of the defense or investigation. The remedies provided by
this Section 8.01 shall be cumulative and without prejudice to the assertion of
any other rights. To the extent that an officer or director receives payment
under any liability insurance or other indemnification arrangement with respect
to a matter covered by this Section 8.01, that officer or director shall
reimburse the party which has made payments to him or her hereunder, but no
reimbursement shall be required except to the extent that the total which he or
she has received from all sources is greater than the aggregate amount of his or
her liability and expense with respect to that matter. The liability of Tenneco
and Packaging with respect to the indemnification provided in this Section 8.01
shall be joint and several as to the officer or director in question, but as
between Tenneco and Packaging, such liability shall be allocated as provided
under this Agreement. Tenneco and Packaging each jointly and severally agrees to
purchase and keep in force, or cause one of their respective subsidiaries to
purchase and keep in force, director and officer "run-off" insurance policies
that remain in effect for a period of ten years and provide coverage for acts
prior to the Distribution by directors and officers. Notwithstanding the
provisions of Section 9.12 hereof, the officers and directors covered by this
Section 8.01 shall be and shall be deemed to be beneficiaries of this Article
VIII and shall be entitled to enforce their rights hereunder through legal
action or otherwise.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. COMPLETE AGREEMENT, CONSTRUCTION. This Agreement,
including the Exhibits and Schedules hereto, and the Ancillary Agreements shall
constitute the entire agreement between the parties with respect to the subject
matter hereof and shall supersede all previous negotiations, commitments and
writings with respect to such subject matter. In the event of any inconsistency
between this Agreement and any Schedule or Exhibit hereto, the Schedule or
Exhibit, as the case may be, shall prevail. Except with respect to Section 9.08,
notwithstanding any other provisions in this Agreement to the contrary, in the
event and to the extent that there shall be a conflict between the provisions of
this Agreement and the provisions of any Ancillary Agreement, such Ancillary
Agreement shall control.
SECTION 9.02. ANCILLARY AGREEMENTS. This Agreement is not intended to
address, and should not be interpreted to address, the matters specifically and
expressly covered by the
40
<PAGE> 46
Ancillary Agreements, except and to the extent provided otherwise herein or in
the Ancillary Agreements.
SECTION 9.03. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more such counterparts have been signed
by each of the parties and delivered to the other party.
SECTION 9.04. SURVIVAL OF AGREEMENTS. Except as otherwise expressly
provided herein, all covenants and agreements of the parties contained in this
Agreement shall survive the Distribution Date.
SECTION 9.05. RESPONSIBILITY FOR EXPENSES.
(a) ALLOCATION AND GENERAL. Subject to the provisions of the
Debt Realignment and except as otherwise set forth in this Section 9.05, Tenneco
and Packaging shall each pay for all fees, costs and expenses associated with
the Distribution that are incurred by it or a member of its respective Group,
whether incurred before or after the Distribution. Notwithstanding the
foregoing, Tenneco and Packaging shall, as between each of them, each be
responsible for the payment of one-half of all Transaction Expenses for goods
and services provided on or before the Distribution that are not paid or funded
on or prior to the Distribution as part of the Debt Realignment or otherwise
(the "Unpaid Pre-Closing Transaction Expenses"). In addition, with respect to
Transaction Expenses that are for goods and services provided after the
Distribution which are not paid or funded on or prior to the Distribution as
part of the Debt Realignment or otherwise (the "Post-Closing Transaction
Expenses"), Tenneco and Packaging (through their respective General Counsels)
shall, as between each of them, cooperate and consult with each other, including
with respect to the engagement of service providers, and jointly manage and
direct the services related to such Post-Closing Transaction Expenses and shall,
as between each of them, each be responsible for the payment of one-half of such
Post-Closing Transaction Expenses. Anything in the preceding sentence to the
contrary notwithstanding, the preceding sentence shall not apply to the goods,
services or expenses related to the Corporate Restructuring Transactions, the
Distribution, the Debt Realignment or any related transactions or matters or the
effectuation thereof, including, without limitation, Transaction Expenses, which
are to be provided or rendered in coordination and cooperation with Tenneco and
Packaging and for which an accounting is to be provided to the members of the
Project Committee designated by the Board of Directors of Tenneco Inc. on
September 14, 1999 (the "Project Committee").
(b) PAYMENT PROCEDURES. Upon receipt of an invoice for
Transaction Expenses received after the Distribution, the party receiving the
invoice (the "Receiving Party") shall send a copy of the invoice to the other
party. If the invoice relates to Unpaid Pre-Closing Transaction Expenses, the
Receiving Party shall be entitled to pay the vendor in accordance with the terms
of the invoice and receive reimbursement from the other party of one-half of the
amount paid within 30 days after receipt by the other party of a written request
therefor. If the invoice relates to Post-Closing Transaction Expenses, the
Receiving Party shall be entitled to pay the vendor in accordance with the terms
of the invoice and receive reimbursement as described below unless the other
party provides a written notice of objection, the amount disputed and the
reasons therefor to
41
<PAGE> 47
the Receiving Party within seven days after receipt of the copy thereof (or
immediately upon receipt if the invoice is due upon receipt). In the event of
such objection, or in the event the Receiving Party objects, the parties shall
cooperate and determine how to proceed with respect to such invoice.
Notwithstanding the preceding sentence, a party may pay all or a portion of a
disputed invoice without cooperating with the other party, but shall not be
entitled to reimbursement from the other party with respect to the amount
disputed by the other party unless: (i) the parties reach an agreement with
respect to the disputed amount; or (ii) the non-paying party acts unreasonably
with respect to the payment of such invoice or its objection thereto. For
purposes of this Section, a non-paying party shall be deemed to be acting
unreasonably if (a) the non-paying party was consulted and agreed in advance to
the provision of goods or to engage the service provider, or (b) the invoice is
not materially disproportionate to the goods or services provided, and, in both
cases, there is no dispute that the goods or services constitute Transaction
Expenses. The party paying Transaction Expenses to the vendor shall submit to
the other party a request for reimbursement of an amount equal to not more than
one-half of the payment. Such reimbursement request shall include a duplicate
copy of the vendor's invoice and a statement by the chief accounting or other
responsible officer attesting to the payment of such invoice. Not later than 30
days after receipt of a reimbursement request, the party receiving the
reimbursement request shall pay the amount requested.
SECTION 9.06. NOTICES. All notices and other communications to a party
hereunder shall be in writing and hand delivered or mailed by registered or
certified mail (return receipt requested) or sent by any means of electronic
message transmission with delivery confirmed (by voice or otherwise) to such
party (and will be deemed given on the date on which the notice is received by
such party) at the address for such party set forth below (or at such other
address for the party as the party shall, from time to time, specify by like
notice to the other parties):
If to Tenneco, at: 500 North Field Drive
Lake Forest, Illinois 60045
Telecopier: 847-482-5064
Attention: General Counsel
If to Packaging, at: 1900 West Field Court
Lake Forest, Illinois 60045
Telecopier: 847-482-4589
Attention: General Counsel
SECTION 9.07. WAIVERS. The failure of any party hereto to require
strict performance by any other party of any provision in this Agreement will
not waive or diminish that party's right to demand strict performance thereafter
of that or any other provision hereof.
SECTION 9.08. AMENDMENTS. Subject to the terms of Section 9.11 hereof,
this Agreement may not be amended except by an agreement in writing signed by
the parties hereto; provided, however, that notwithstanding the foregoing, the
parties shall not amend this Agreement or any Ancillary Agreement in any way
that would modify the Distribution, the Corporate Restructuring Transactions or
the Debt Realignment, as contemplated herein or in any Ancillary Agreement, or
the effectuation thereof, which modification would be materially adverse to the
stockholders of either Tenneco or Packaging or both, without the prior approval
of the stockholders
42
<PAGE> 48
of the company or companies (Tenneco or Packaging or both) whose stockholders
would be so affected.
SECTION 9.09. ASSIGNMENT. This Agreement shall be assignable in whole
in connection with a merger or consolidation or the sale of all or substantially
all the assets of a party hereto so long as the resulting, surviving or
transferee entity assumes all the obligations of the relevant party hereto by
operation of law or pursuant to an agreement in form and substance reasonably
satisfactory to the parties to this Agreement. Otherwise this Agreement shall
not be assignable, in whole or in part, directly or indirectly, by any party
hereto without the prior written consent of the other, and any attempt to assign
any rights or obligations arising under this Agreement without such consent
shall be void.
SECTION 9.10. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the parties
and their respective permitted successors and permitted assigns.
SECTION 9.11. TERMINATION. This Agreement may be terminated and the
Distribution may be amended, modified or abandoned at any time prior to the
Distribution by and in the sole discretion of Tenneco without the approval of
Packaging or the stockholders of Tenneco. In the event of such termination, no
party shall have any liability of any kind to any other party or any other
person. After the Distribution, this Agreement may not be terminated except with
the prior approval of the stockholders of Tenneco and Packaging.
SECTION 9.12. THIRD PARTY BENEFICIARIES. Except with respect to Article
VII (relating to Indemnitees), Article VIII (relating to officers and directors)
and Section 9.05 (relating to third party vendors) and except as otherwise
provided under this Agreement, this Agreement is solely for the benefit of the
parties hereto and the members of their respective Groups and Affiliates, and
should not be deemed to confer upon third parties any remedy, claim, liability,
right of reimbursement, claim of action or other right in excess of those
existing without reference to this Agreement.
SECTION 9.13. ATTORNEY FEES. A party in breach of this Agreement shall,
on demand, indemnify and hold harmless the other party hereto for and against
all out-of-pocket expenses, including, without limitation, reasonable legal
fees, incurred by such other party by reason of the enforcement and protection
of its rights under this Agreement. The payment of such expenses is in addition
to any other relief to which such other party may be entitled hereunder or
otherwise.
SECTION 9.14. TITLE AND HEADINGS. Titles and headings to sections
herein are inserted for the convenience of reference only and are not intended
to be a part of or to affect the meaning or interpretation of this Agreement.
SECTION 9.15. EXHIBITS AND SCHEDULES. The Exhibits and Schedules
attached hereto shall be construed with and as an integral part of this
Agreement to the same extent as if the same had been set forth verbatim herein.
43
<PAGE> 49
SECTION 9.16. SPECIFIC PERFORMANCE. Each of the parties hereto
acknowledges that there is no adequate remedy at law for the failure by such
parties to comply with the provisions of this Agreement and that such failure
would cause immediate harm that would not be adequately compensable in damages.
Accordingly, each of the parties hereto agrees that their agreements contained
herein may be specifically enforced without the requirement of posting a bond or
other security, in addition to all other remedies available to the parties
hereto under this Agreement.
SECTION 9.17. GOVERNING LAW. ALL QUESTIONS OR DISPUTES CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE SCHEDULES
AND EXHIBITS HERETO SHALL BE GOVERNED BY THE INTERNAL LAWS, AND NOT THE LAW OF
CONFLICTS, OF THE STATE OF DELAWARE. EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY AND UNCONDITIONALLY (I) AGREES TO BE SUBJECT TO, AND HEREBY
CONSENTS AND SUBMITS TO, THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE
AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE, (II) TO THE EXTENT
SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF
DELAWARE, HEREBY APPOINTS THE CORPORATION TRUST COMPANY AS SUCH PARTY'S AGENT IN
THE STATE OF DELAWARE FOR ACCEPTANCE OF LEGAL PROCESS AND (III) AGREES THAT
SERVICE MADE ON ANY SUCH AGENT SET FORTH IN (II) ABOVE SHALL HAVE THE SAME LEGAL
FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF
DELAWARE.
SECTION 9.18. SEVERABILITY. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions,
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
SECTION 9.19. SUBSIDIARIES. Each of the parties hereto shall cause to
be performed, and hereby guarantee the performance of, all actions, agreements
and obligations set forth herein to be performed by any Subsidiary of such party
which is contemplated to be a Subsidiary of such party on and after the
Distribution Date.
44
<PAGE> 50
IN WITNESS WHEREOF, the parties hereto have caused this Distribution
Agreement to be duly executed as of the day and year first above written.
TENNECO INC.
By /s/ THEODORE R. TETZLAFF
------------------------------------
Name: Theodore R. Tetzlaff
Title: General Counsel
TENNECO PACKAGING INC.
By /s/ JAMES V. FAULKNER, JR.
------------------------------------
Name: James V. Faulkner, Jr.
Title: General Counsel
45
<PAGE> 51
EXHIBIT A
TENNECO
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(MILLIONS)
<TABLE>
<CAPTION>
Pro Forma Adjustments
---------------------
Spin-off Consolidated
Tenneco Debt and Related Tenneco
As Reported Realignment Transactions Pro Forma
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments ............ $ 40 $ -- $ -- $ 40
Receivables .................................... 606 -- 100 (c) 785
79 (b)
Inventories .................................... 401 -- -- 401
Other current assets ........................... 129 31 (a) -- 160
------- ------- ------- -------
Total current assets ......................... 1,176 31 179 1,386
Plant, property, and equipment, net .............. 1,049 -- -- 1,049
Goodwill and intangibles, net .................... 510 -- -- 510
Other assets and deferred charges ................ 260 41 (a) (54)(f) 247
Net assets of discontinued operations ............ 1,421 -- (1,421)(d) --
------- ------- ------- -------
Total assets ................................. $ 4,416 $ 72 $(1,296) $ 3,192
======= ======= ======= =======
LIABILITIES AND
SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt (including current maturities on
long-term debt) .............................. $ 206 $ (206)(a) $ -- $ --
Trade payables ................................. 351 -- 20(c) 371
Other current liabilities ...................... 287 -- -- 287
------- ------- ------- -------
Total current liabilities .................... 844 (206) 20 658
Long-term debt ................................... 832 841 (a) -- 1,673
Deferred income taxes ............................ 39 -- (22)(f) 17 (e)
Other liabilities and deferred credits ........... 168 -- -- 168
Minority interest ................................ 411 (394)(a) -- 17
Shareowners' equity .............................. 2,122 (169)(a) (1,421)(d) 659
80 (c)
(32)(f)
79 (b)
------- ------- ------- -------
Total liabilities and shareowners' equity .... $ 4,416 $ 72 $(1,296) $ 3,192
======= ======= ======= =======
</TABLE>
SEE THE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET.
A-1
<PAGE> 52
TENNECO
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(a) To reflect adjustments to Tenneco's debt for the debt realignment and
the assumed payment of interest on Tenneco consolidated debt tendered
or exchanged as part of the pre-spin-off debt realignment. The
adjustment to equity reflects the net impact of the debt realignment,
the recording of debt issue costs and deferred income taxes related to
the debt realignment. Tenneco will acquire certain subsidiary preferred
stock as part of the debt realignment. At this time, Tenneco cannot
determine the ultimate amount of its outstanding public debt securities
which will be (1) purchased in the cash tender offers that Tenneco
plans to make as part of its debt realignment, or (2) exchanged for new
securities in the exchange offers, and the amounts could vary
significantly. These pro forma adjustments assume that 100% of the
securities subject to the cash tender offers are purchased and 100% of
the original securities are exchanged for new securities. These pro
forma adjustments also assume that the new securities will be recorded
at the net carrying amount of the original securities (in other words,
the new securities are assumed not to be "substantially different." See
the section titled "Accounting Treatment of the Exchange Offers"
contained in Tenneco Packaging Inc.'s Registration Statement on Form
S-4, File No. 333-82923). The results of the exchange offers could vary
based on a number of factors, including the level of acceptance of the
exchange offers, the ultimate interest rate of the exchanged securities
and whether the exchanges will be considered extinguishments for
accounting purposes. Based on current interest rate markets, it is
expected that the exchange offers will not be extinguishments for
accounting purposes. Tenneco expects to incur an extraordinary charge
as a result of the debt realignment related to the cash tender offers.
Tenneco estimates that this cost will be approximately $20 to $25
million after-tax based on current market rates of interest. Other
costs, including transaction costs related to the acquisition of
certain subsidiary preferred stock and costs associated with foreign
tax restructuring initiatives, will be incurred by Tenneco in
connection with the corporate restructuring transactions and the
spin-off which Tenneco estimates will be approximately $50 million
after-tax. The effect on Tenneco's debt of these costs has been
reflected in this pro forma adjustment. However, these charges have not
been included in the unaudited pro forma consolidated statements of
income. See the section titled "Unaudited Pro Forma Consolidated
Financial Statements of Tenneco" contained in Tenneco Packaging Inc.'s
Registration Statement on Form S-4, File No. 333-82923.
(b) To reflect the purchase of Automotive accounts receivable at fair value
which had previously been sold to a third party.
(c) To reflect affiliated receivables and payables with Packaging that were
eliminated in the Tenneco consolidated balance sheet.
(d) To reflect the spin-off of Packaging common stock to holders of Tenneco
common stock at an exchange ratio of one share of Packaging common
stock for each share of Tenneco common stock.
A-2
<PAGE> 53
(e) Deferred income taxes at June 30, 1999 include $79 million of net
operating loss carryforwards which will be utilized by Packaging upon
the planned sale of Packaging's remaining interest in its
containerboard joint venture.
(f) To reflect the increase in net periodic pension costs resulting from
the transfer to Packaging of prepaid pension costs attributable to
Automotive employees. Automotive employees will no longer participate
in the Tenneco Retirement Plan following the spin-off and Packaging
will become the sponsor of this plan. These prepaid pension costs will
be transferred to Packaging in connection with the corporate
restructuring transactions.
A-3
<PAGE> 54
EXHIBIT B
AUTOMOTIVE SUBSIDIARIES
<TABLE>
<S> <C>
TENNECO INC. (DELAWARE) (to be renamed Tenneco Automotive Inc.)
Tenneco Automotive Inc. (to be renamed) ...................................... 100%
Beijing Monroe Automobile Shock Absorber Company Ltd. .......................
(Peoples Republic of China) ................................................ 51
(Tenneco Automotive Inc. owns 51%; and Beijing Automotive Industry
Corporation, an unaffiliated company, owns 49%)
Dalian Walker-Gillet Muffler Co. Ltd. (Peoples Republic of China) ........... 55
(Tenneco Automotive Inc. owns 55%; and non-affiliates own 45%)
McPherson Strut Company Inc. (Delaware)...................................... 100
Precision Modular Assembly Corp. (Delaware) ................................. 100
Shanghai Walker Exhaust Company, Ltd. (Peoples Republic of China) ........... 55
(Tenneco Automotive Inc. owns 55%; and Shanghai Tractor and Internal
Combustion Engine Company, Ltd., an unaffiliated company, owns 45%)
Tenneco Asheville Inc. (Delaware) ........................................... 100
Tenneco Asia Inc. (Delaware) ................................................ 100
Tenneco Automotive Foreign Sales Corporation Limited (Jamaica) .............. 100
Tenneco Automotive Japan Ltd. (Japan) ....................................... 100
Tenneco Automotive Nederlands B.V. (Netherlands) ............................ 100
Tenneco Automotive RSA Company (Delaware) ................................... 100
Tenneco Automotive Trading Company (Delaware) ............................... 100
Tenneco Brake, Inc. (Delaware) .............................................. 100
Tenneco Europe Limited (Delaware) ........................................... 100
Wimetal S. A. (France) ............................................. less than 1
(Tenneco Europe Limited owns 1 share; Walker Limited owns 1 share;
Walker France S.A. owns 99%; and each of David Zerhusen, Howard van
Schoyck, Daniel Barth, Daniel Bellanger, Herman Weltens and Theo Bonneu,
affiliated persons, owns 1 share)
Tenneco Inc. (Nevada) ....................................................... 100
Tenneco International Finance Limited (United Kingdom)(1) ................... 100
Tenneco International Holding Corp. (Delaware) .............................. 100
Monroe Australia Pty. Limited (Australia) .................................. 100
Monroe Springs (Australia) Pty. Ltd. (Australia) .......................... 100
Monroe Superannuation Pty. Ltd. (Australia) ............................... 100
Walker Australia Pty. Limited (Australia) ................................. 100
Tenneco Automotive Europe N.V. (Belgium) .................................... 100
Monroe Amortisor Imalat Ve Ticaret A.S (Turkey) ............................ 99.85
(Tenneco Automotive Europe N.V. owns 99.85%; and various unaffiliated
individual stockholders own 0.15%)
Tenneco Automotive Italia S.r.l. (Italy) .................................... 85
(Tenneco International Holding Corp. owns 85%; and Tenneco Automotive
France, S.A. owns 15%)
Tenneco Automotive Polska Sp. z.O.O ......................................... 1
</TABLE>
B-1
<PAGE> 55
<TABLE>
<S> <C>
(Tenneco International Holding Corp. owns 1%; and
Tenneco Global Holdings Inc. owns 99%)
SUBSIDIARIES OF TENNECO INC
SUBSIDIARIES OF TENNECO AUTOMOTIVE INC
SUBSIDIARIES OF TENNECO INTERNATIONAL HOLDING CORP
Tenneco Romania Sr(1)(Romania) .......................................... 0.14%
(Tenneco International Holding Corp. owns 0.14%;
and Tenneco Global Holdings Inc. owns 99.86%)
Tenneco Automotive Sverige A.B.(Sweden) ................................. 100
Tenneco Canada Inc.(Ontario) ............................................ 100
Tenneco Global Holdings Inc.(Delaware) .................................. 100
Fric-Rot S.A.I.C. (Argentina) ........................................ 55
(Tenneco Global Holdings Inc. owns 55%; Maco
Inversiones S.A. owns 44.85%; and unaffiliated
parties own .15%)
Maco Inversiones S.A.(Argentina) ..................................... 100
Fric-Rot S.A.I.C. (Argentina) ...................................... 44.85
(Maco Inversiones S.A. owns 44.85%; Tenneco
Global Holdings Inc. owns 55%; and
unaffiliated parties own .15%)
Monroe Springs (New Zealand) Pty. Ltd. (New
Zealand) ............................................................. 100
Monroe Czechia s.r.o. (Czech Republic) ............................... 100
Tenneco Automotive Iberica, S.A. (Spain) ............................. 100
Tenneco Automotive Polska Sp. z.O.O. (Poland) ........................ 99
(Tenneco Global Holdings Inc. owns 99%; and
Tenneco International Holding Corp. owns 1%)
Tenneco Romania Srl (Romania) ........................................ 99.86
(Tenneco Global Holdings Inc. owns 99.86%; and
Tenneco International Holding Corp. owns 0.14%)
Tenneco Mauritius Limited (Mauritius) ................................ 100
Hydraulics Limited (India) ......................................... 51
(Tenneco Mauritius Limited owns 51% and Bangalore Union Services
Limited, an unaffiliated company, owns 49%)
Renowned Automotive Products Manufacturers Ltd. ..................
(India) .......................................................... 83
(Hydraulics Limited owns 83%; and
non-affiliates own 17%)
Tenneco Automotive India Private Limited ........................... 100
(India)
Walker Exhaust India Private Limited
(India) .......................................................... 100
(Tenneco Automotive India Private Limited
owns less than 100%; and an unaffiliated
party owns the balance)
Tenneco Holdings Danmark A/S (Denmark) .................................. 100
Gillet Exhaust Technologie (Proprietary) Limited
(South Africa) ....................................................... 100
Gillet Lazne Belohrad, s.r.o. (Czech Republic) ....................... 100
Kinetic Ltd. (Australia) ............................................. 99
</TABLE>
- -----------
(1) In dissolution.
B-2
<PAGE> 56
<TABLE>
<S> <C>
(Tenneco Holdings Danmark A/S owns 99%+; and
unaffiliated entities own less than 1%)
Tenneco Automotive Holdings South Africa Pty. Ltd.
(South Africa) ....................................................... 51
(Tenneco Holdings Danmark A/S owns 51%; and an
unaffiliated party owns 49%)
Armstrong Hydraulics South Africa (Pty.) Ltd.
(South Africa) ..................................................... 100
Armstrong Properties (Pty.) Ltd. (South
Africa) ............................................................ 100
SUBSIDIARIES OF TENNECO INC
SUBSIDIARIES OF TENNECO AUTOMOTIVE INC
SUBSIDIARIES OF TENNECO GLOBAL HOLDINGS INC
SUBSIDIARIES OF TENNECO AUTOMOTIVE HOLDINGS SOUTH
AFRICA PTY. LTD
Monroe Manufacturing (Pty.) Ltd. (South
Africa) ............................................................ 100%
Smiths Industrial (SWA) (Pty.) Ltd. (South
Africa) ............................................................ 100
Tenneco Automotive Port Elizabeth (Proprietary)
Limited (South Africa) ............................................... 100
Tenneco Automotive Portugal-- Componentes para
Automovel, S.A. (Portugal) ........................................... 100
Walker Danmark A/S (Denmark) ......................................... 100
Tenneco Automotive France S.A. (France) ................................. 100
(Tenneco International Holding Corp. owns 470,371
shares; Daniel Bellanger owns 16 shares; Robert
Bellanger owns 8 shares; and each of Walker
Europe, Inc., Alain Bellanger, Theodore Bonneu,
Roy Kolotylo and David Zerhusen owns 1 share)
Gillet Tubes Technologies G.T.T. (France) ............................. 100
Monroe Packaging N.V. (Belgium) ...................................... 99.9
(Tenneco Automotive Europe N.V. owns 99.9%; and
Tenneco Automotive France S.A. owns 0.1%)
Tenneco Automotive Europe Coordination Center N.V
(Belgium) ............................................................ 99.9
(Tenneco Automotive Europe N.V. owns 99.9%; and
Tenneco Automotive France S.A. owns 0.1%)
Tenneco Automotive Italia S.r.l. (Italy) ............................. 15
(Tenneco International Holding Corp. owns 85%;
and Tenneco Automotive France S.A. owns 15%)
Walker France Constructeurs S.A.R.L. (France) ........................ 100
Wimetal S.A. (France) ................................................ 99
(Tenneco Automotive France S.A. owns 99%; Tenneco Europe Limited
owns 1 share, Walker Limited owns 1 share; and each of David
Zerhusen, Howard van Schoyck, Daniel Barth, Daniel Bellanger, Herman
Weltens and Theo Bonneu, affiliated persons, owns 1 share)
The Pullman Company (Delaware) ............................................ 100
Autopartes Walker S.A. de C.V. (Mexico).................................. 100
Consorcio Terranova S.A. de C.V. (Mexico)............................. 99.99
(Autopartes Walker S.A. de C.V. owns 99.99%; and
Josan Latinamericana S.A. de C.V., an
unaffiliated company, owns 0.01%)
Monroe-Mexico S.A. de C.V. (Mexico)................................... 100
</TABLE>
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<TABLE>
<S> <C>
Tenneco Automotive Servicios de Mexico, S.A. de
C.V. (Mexico) ...................................................... 0.01
(Monroe-Mexico, S.A. de C.V. owns 1 share;
and Proveedora Walker S. de R.L. de C.V. owns
49,999 shares)
Proveedora Walker S. de R.L. de C.V. (Mexico) ........................ 99.99
(Autopartes Walker S.A. de C.V. owns 99.99%; and
Pullmex S. de R.L. de C.V. owns .01%)
SUBSIDIARIES OF TENNECO INC
SUBSIDIARIES OF TENNECO AUTOMOTIVE INC
SUBSIDIARIES OF THE PULLMAN COMPANY
SUBSIDIARIES OF PROVEEDORA WALKER S. DE R.L. DE CV
Pullmex S. de R.L. de C.V. (Mexico) ................................ 0.01%
(Proveedora Walker S. de R.L. de C.V. owns
0.01% and Autopartes Walker S.A. de C.V. owns
99.99%)
Tenneco Automotive Servicios de Mexico, S.A. de
C.V. (Mexico) ...................................................... 99.99
(Proveedora Walker S. de R.L. de C.V. owns
49,999 shares, and Monroe-Mexico, S.A. de C.V
owns 1 share)
Pullmex S. de R.L. de C.V............................................. 99.99
(Autopartes Walker S.A. de C.V. owns 99.9%; and
Proveedora Walker S. de R.L. de C.V. owns 0.1%)
Proveedora Walker S. de R.L. de C.V. (Mexico)....................... 0.01
(Pullmex S. de R.L. de C.V. owns 0.01%; and
Autopartes Walker S.A. de C.V. owns 99.99%)
Clevite Industries Inc. (Delaware)....................................... 100
Peabody International Corporation (Delaware) ............................ 100
Barasset Corporation (Ohio) .......................................... 100
Peabody Galion Corporation (Delaware) ................................ 100
Peabody Gordon-Piatt, Inc. (Delaware) ................................ 100
Peabody N.E., Inc. (Delaware) ........................................ 100
Peabody World Trade Corporation (Delaware) ........................... 100
Peabody-Myers Corporation (Illinois) ................................. 100
Pullman Canada Ltd. (Canada) ......................................... 61
(Peabody International Corporation owns 61%; and
The Pullman Company owns 39%)
Pullman Canada Ltd. (Canada)............................................. 39
(The Pullman Company owns 39%; and Peabody
International Corporation owns 61%)
Pullman Standard Inc. (Delaware)......................................... 100
Tenneco Brazil Ltda. (Brazil) ........................................... 100
Tenneco Automotive Brasil Ltda. (Brazil) ............................. 100
Thompson and Stammers Dunmow (Number 6) Limited (United
Kingdom) ................................................................. 100
Thompson and Stammers Dunmow (Number 7) Limited (United
Kingdom) ................................................................. 100
TMC Texas Inc. (Delaware) ................................................. 100
Walker Electronic Silencing Inc. (Delaware) ............................... 100
Walker Europe, Inc. (Delaware) ............................................ 100
Tenneco Automotive France S.A. (France) ................................. 1
</TABLE>
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<TABLE>
<S> <C>
(Tenneco International Holding Corp. owns 470,371
shares; Daniel Ballenger owns 16 shares; Robert
Bellanger owns 8 shares; and each of Walker
Europe, Inc., Alain Bellanger, Theodore Bonneu,
Roy Kolotylo and David Zerhusen owns 1 share)
Walker Limited (United Kingdom) ........................................... 100
SUBSIDIARIES OF TENNECO INC
SUBSIDIARIES OF TENNECO AUTOMOTIVE INC
SUBSIDIARIES OF WALKER LIMITED (UNITED KINGDOM)
Gillet Torsmaskiner UK Limited (United Kingdom) ......................... 50
(Walker Limited owns 100 A Ordinary Shares, 50% of
total equity; and AB Torsmaskiner, an unaffiliated company, owns 100 B
Ordinary Shares, 50% of total equity)
Exhaust Systems Technology Limited (United
Kingdom) ............................................................. 99.99%
(Gillet Torsmaskiner UK Limited owns 99.99%; and
Heinrich Gillet GmbH & Co. owns .01%)
Tenneco Automotive UK Limited (United Kingdom) .......................... 100
Gillet Exhaust Manufacturing Limited (United
Kingdom) ............................................................. 100
Gillet Pressings Cardiff Limited (United
Kingdom) ............................................................. 100
Walker (UK) Limited (United Kingdom) ................................. 100
J.W. Hartley (Motor Trade) Limited (United
Kingdom) ........................................................... 100
Tenneco-- Walker (U.K.) Ltd. (United
Kingdom) ........................................................... 100
Tenneco Management (Europe) Limited (United
Kingdom) ............................................................... 100
Wimetal S. A. (France) .................................................. 1
(Walker Limited owns 1 share; Tenneco Europe Limited owns 1 share;
Tenneco Automotive France S.A. owns 99%; and each of David Zerhusen,
Howard van Schoyck, Daniel Barth, Daniel Bellanger, Herman Weltens and
Theo Bonneu, affiliated persons, owns 1 share)
Walker Manufacturing Company (Delaware) ................................... 100
Ced's Inc. (Illinois) ................................................... 100
Walker Norge A/S (Norway) ................................................. 100
Tenneco Deutschland Holdinggesellschaft mbH (Germany) ........................ 99.97
(Tenneco Inc. owns 99.97%; and Atlas
Vermoegensverwaltung, an unaffiliated company, owns 0.03%)
GILLET Unternehmesverwaltungs GmbH (Germany) .............................. 100
Heinrich Gillet GmbH & Co. KG (Germany) ................................. 0.1
(GILLET Unternehmesverwaltungs GmbH owns 0.1%; and Tenneco Deutschland
Holdinggesellschaft mbH owns 99.9%. The subsidiaries of Heinrich
Gillet GmbH & Co. KG are listed below.)
Heinrich Gillet GmbH & Co. KG (Germany) ................................... 99.9
(Tenneco Deutschland Holdinggesellschaft mbH owns
99.9%; and GILLET Unternehmesverwaltungs GmbH owns 0.1%)
ELGIRA Montagebetrieb fur Abgasanlagen Rastatt GmbH
(Germany) .............................................................. 50
</TABLE>
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<TABLE>
<S> <C>
(Heinrich Gillet GmbH & Co. KG owns 50%; and an
unaffiliated party owns 50%)
Exhaust Systems Technology Limited (United
Kingdom) ............................................................... 0.01
(Heinrich Gillet GmbH & Co. KG owns 0.01%; and
Gillet Torsmaskiner UK Limited owns 99.99%)
Gillet-Abgassysteme Zickau Gmbh (Germany) ............................... 100
Elagest AB (Sweden) .................................................. 50
(Gillet-Abgassysteme Zickau GmbH owns 50%; and
an unaffiliated party owns 50%)
SUBSIDIARIES OF TENNECO INC ....................................................
SUBSIDIARIES OF TENNECO AUTOMOTIVE INC .......................................
SUBSIDIARIES OF TENNECO DEUTSCHLAND HOLDINGGESELLSCHAFT
MBH
SUBSIDIARIES OF HEINRICH GILLET GMBH & CO. KG
Mastra-Gillet Industria e Comercio Ltda. (Brazil) ....................... 50
(Heinrich Gillet GmbH & Co. KG owns 50%; and
Mastra Industriae Comercio Ltda., an unaffiliated
company, owns 50%)
Montagewerk Abgastechnik Emden GmbH (Germany)............................ 50%
(Heinrich Gillet GmbH & Co. KG owns 50%; and an
unaffiliated party owns 50%)
Tenneco Automotive Deutschland GmbH (Germany) ............................. 100
WALKER GILLET (Europe) GmbH (Germany) ..................................... 100
</TABLE>
- -----------
(1) In dissolution.
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EXHIBIT C
CORPORATE RESTRUCTURING TRANSACTIONS
Set forth below are the transactions that, as applicable, the members
of each of the Packaging and Automotive Groups will consummate in connection
with the Distributions. A list of defined terms is included as Schedule 1 to
this Exhibit. Capitalized terms used but not otherwise defined in Schedule 1
have the meaning ascribed to them under the Distribution Agreement.
A. REALIGNMENT OF INTERCOMPANY OBLIGATIONS.
The following transactions will be effected to realign the intercompany
accounts of the Automotive and Packaging Groups. After the completion of these
transactions, TI will have a single net intercompany obligation from TPI and all
other intercompany obligations (other than trade accounts) will be exclusively
between entities which are members of the same Group. Following the completion
of these transactions, there will be no further transfers of funds between
members of different Groups other than pursuant to transactions occurring in the
ordinary course of business (trade accounts) and transfers required or otherwise
permitted pursuant to these Corporate Restructuring Transactions.
1. Realignment of AG Intercompany Obligations.
Realignment of AG Foreign Intercompany Accounts. Each foreign member of
AG having a net intercompany obligation owing from a member of PG (excluding
trade accounts receivable) will transfer such net intercompany obligation to
TMEL in exchange for an intercompany advance receivable from TMEL in an amount
equal to the aggregate amount of the net intercompany receivables and notes
transferred. TMEL will assume the net intercompany obligation owed by each
foreign member of AG having a net intercompany obligation to a member of PG
(excluding trade accounts payable) in exchange for the issuance by each such AG
member of an intercompany advance payable to TMEL in an amount equal to the
aggregate amount of the net intercompany obligations assumed.
Realignment of AG Domestic Intercompany Obligations. Each domestic
member of AG having a net intercompany obligation owing from a member of PG
(excluding trade accounts receivable) will transfer such net intercompany
obligation to TI in exchange for an intercompany advance receivable from TI in
an amount equal to the aggregate amount of the net intercompany receivables and
notes transferred. TI will assume the net intercompany obligations owed by each
domestic member of AG having a net intercompany obligation to a member of PG
(excluding trade accounts payable) in exchange for the issuance by each such AG
member of an intercompany advance payable to TI in an amount equal to the
aggregate amount of the net intercompany obligations assumed.
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2. Realignment of PG Intercompany Obligations
Realignment of PG Foreign Intercompany Accounts. Each foreign member of
PG having a net intercompany obligation from a member of AG (excluding trade
accounts receivable) will transfer such net intercompany obligation to TPUKL in
exchange for an intercompany advance receivable from TPUKL in an amount equal to
the aggregate amount of the net intercompany receivables and notes transferred.
TPUKL will assume the net intercompany obligations owed by each foreign member
of PG having a net intercompany obligation to a member of the AG (excluding
trade accounts payable) in exchange for the issuance by each such PG member of
an intercompany advance payable to TPUKL in an amount equal to the aggregate
amount of the net intercompany obligations assumed.
Realignment of PG Domestic Intercompany Obligations. Each domestic
member of PG having a net intercompany obligation owing from a member of AG
(excluding trade accounts receivable) will transfer such net intercompany
obligation to TPI in exchange for an intercompany advance receivable from TPI in
an amount equal to the aggregate amount of the net intercompany receivables and
notes transferred. TPI will assume the net intercompany obligations owed by each
domestic member of PG having a net intercompany obligation to a member of AG
(excluding trade accounts payable) in exchange for the issuance by each such PG
member of an intercompany advance payable to TPI in an amount equal to the
aggregate amount of the net intercompany obligations assumed.
B. DEBT REALIGNMENT
1. Each of TI and TPI shall participate in the Debt Realignment.
C. IMPLEMENTATION OF CORPORATE RESTRUCTURING TRANSACTIONS. The following
transactions will be effected pursuant to the requirement in Section 2.01 of the
Distribution Agreement that the parties and their affiliates "take such action
or actions as is necessary to cause, effect and consummate the Corporate
Restructuring Transactions." Transactions occurring on the same day shall be
deemed to have occurred in the order listed herein regardless of the order in
which the documentation is executed, filed, or accepted, and regardless of the
order in which the funds or other assets are transferred.
1. Separation of the German and U.K. Packaging and Automotive Parts Businesses
German Restructuring:
a. TDH will form six new German corporate subsidiaries (each, a"GP
GmbH") and PDH:
(1) Omni-Pac GP GmbH;
(2) OPE GP GmbH;
(3) Sengewald V GP GmbH;
(4) Kobusch GP GmbH;
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(5) Sengewald K GP GmbH;
(6) Nord-West GP GmbH; and
(7) PDH
b. The TDH corporate subsidiaries will be converted to German
partnerships or GmbH & Co KGs ("operating target KGs").
c. TDH will transfer (in trust) a nominal interest (.1%) in each of OPE
GmbH, Kobusch GmbH, Nord-West GmbH, Sengewald V GmbH, and Sengewald K GmbH to
the corresponding GP GmbHs.
d. TI will sell its 1% interest in Omni-Pac to Omni-Pac GP GmbH.
An entity classification election will be made for US tax purposes so
that each of the operating target KGs, as well as all other direct and indirect
subsidiaries of the operating target KGs will be treated as divisions/branches
of TDH effective as of the conversion date.
e. PDH will form six new German limited partnerships ("financing KGs"
or "F KGs") corresponding to the six operating target KGs created in b. above:
Omni-Pac F KG; OPE F KG; Omni-Pac F KG; Nord-West F KG; Sengewald V F KG; and
Sengewald K F KG.
An entity classification election will be made for US tax purposes so
that each of the financing KGs will be treated as divisions of PDH effective as
of the date of formation.
f. Each of the six general partner GmbHs formed in a. above will become
a general partner of one of the respective financing KGs formed in e. above. PDH
will receive 100% limited partnership interest in each of the newly created
financing KGs in exchange for nominal equity contribution.
g. TDH will sell Halle real estate to Sengewald V F KG.
h. Each of the financing KGs will acquire respective operating target
KG limited partnership interests from TDH.
i. TDH will sell the following entities to PDH:
(1) Omni-Pac GP GmbH;
(2) OPE GP GmbH;
(3) Kobusch GP GmbH;
(4) Nord-West GP GmbH;
(5) Sengewald V GP GmbH; and
(6) Sengewald K GP GmbH.
j. TDH will sell its entire limited partnership interests in the
following entities:
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(1) Omni-Pac KG to Omni-Pac F KG;
(2) OPE KG to OPE F KG;
(3) Kobusch KG to Kobusch F KG;
(4) Nord-West KG to Nord-West F KG; and
(5) Sengewald V KG to Sengewald V F KG.
k. Sengewald V KG will sell its entire limited partnership interests in
Sengewald K KG to Sengewald K F KG.
l. TI will transfer 99.97% share in Sentinel GmbH Verpackungen to TPI
as equity contribution.
m. The following mergers will occur:
(1) Omni-Pac F KG (survivor) and Omni-Pac KG;
(2) OPE F KG (survivor) and OPE KG;
(3) Kobusch F KG (survivor) and Kobusch KG;
(4) Nord-West F KG (survivor) and Nord-West KG;
(5) Sengewald V F KG (survivor) and Sengewald V KG; and
(6) Sengewald K F KG (survivor) and Sengewald K KG.
UK Restructuring:
a. TI will make an entity classification election for US tax purposes
so that each of the following entities will be treated as a division of its
parent:
(1) OPUKL;
(2) Packaging Scotland;
(3) Alpha;
(4) Caerphilly;
(5) Films;
(6) Livingston;
(7) Stanley;
(8) Brucefield; and
(9) Polbeth.
b. Baldwin will purchase all of the stock of the following subsidiaries
from Walker: TPUKL; OPUKL; and Packaging Scotland.
c. TPUKL will become PG internal finance company.
d. Walker Ltd will transfer its shares in Omni-Pac UK and TPL to
Baldwin.
2. Albright and Wilson Note. TI will transfer the Albright and Wilson note to
TMC.
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3. TPI Name Change. TPI will change its name and will register to do business
in the following states (where Specialty is registered and TPI is not):
Arkansas, Louisiana, New Hampshire, and South Dakota
4. TI Contribution of Capital to TPI. TI will transfer all of its ownership
interests (100% unless otherwise indicated) in the following entities to TPI as
a contribution to capital:
a. Baldwin
b. Wood Products Leasing Company (DE)
c. Tenneco Packaging Hungary Holdings Inc. (DE)
d. Tenneco Packaging International Holdings Inc. (DE)
e. Scriptoria N.V. (Belgium)1
f. Airpack Polska SP z.O.O. (Poland)
g. Airpack Japan K.K. (Japan)
h. Tenneco Packaging Europe B.V. (Netherlands)
i. Wellenfoam N.V. (Belgium)2
j. Kobusch Packaging Egypt Ltd. (Egypt)3
k. Tenneco Packaging -- Chile Holdings Inc. (Delaware)
l. Airpack SPA (Italy)4
m. Aircal S.A. (France)5
n. Tenneco PPI Company (DE)
o. Omni-Pac S.A.R.L. (France)6
p. Tenneco Packaging Hexacomb S.A. (Spain)
q. Tenneco Romania Holdings Inc. (DE)
r. Tenneco Packaging Leasing Company (DE)
s. TBSHI
t. Tenneco Inc. (NV)
u. Tenneco International Finance B.V. (Netherlands)
v. Tenneco International Business Development Limited (DE)
w. Tenneco Management Company (DE)
x. Tenneco Retail Receivables Co. (DE)
- --------
1/ TI owns 99.56%; Tenneco Packaging International Holdings Inc. holds 18
shares; the balance of shares outstanding are held by unaffiliated
persons.
2/ TI owns all of the shares except for one, which is owned by Tenneco
Packaging International Holdings Inc. (Delaware).
3/ TI owns 99% and Kobusch Folien GmbH (Germany) owns 1%.
4/ TI owns 98%; Tenneco Packaging International Holdings Inc. (Delaware) owns
2%.
5/ TI owns all of the shares except seven which are held by the company's
four directors and TPI, Tenneco Protective Packaging Inc. (Delaware), and
Tenneco Packaging International Holdings Inc. (Delaware).
6/ TI owns 97% and Omni-Pac GmbH (Germany) owns 3%.
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y. Sentinel GmbH Verpackungen (Germany)7
z. Alupak
aa. Tenneco Packaging RSA Company (DE)
5. Tenneco Trademarks and Trade Names. The Tenneco Trademarks and tradenames
will be assigned to a member of the AG.
6. TPI Recapitalization. Immediately before the Distribution, TPI will be
recapitalized as provided in Section 2.02 of the Distribution Agreement.
7. Specialty Merger. Pursuant to a plan of complete liquidation, Specialty
will be merged with and into TPI, with TPI as the surviving corporation.
8. TI Contribution of Capital to TAI. Following step C4, TI will transfer all
of its remaining assets (other than its ownership interests in TAI, TPI, Tenneco
Automotive Merger Sub Inc. and Tenneco Deutschland) to TAI as a contribution to
capital.
D. DISTRIBUTIONS
1. Dividend of TPI Stock. On the Distribution Date following the consummation
of steps C1 through C7, TI will distribute all of the stock of TPI to holders of
outstanding Tenneco common stock as a distribution with respect to stock (i.e.,
return of contributed surplus) pro rata on the basis of one share of TPI stock
for one share of Tenneco common stock outstanding. Cash will be paid in lieu of
issuing fractional shares of TPI stock. Each share of stock of TPI will have
attached to it stock purchase rights (the "Rights") which will entitle the
holder to purchase certain stock of TPI, as the case may be, upon the occurrence
of certain triggering events.
2. TI Stock Split. One day after the Distribution Date, TI will effect a
reverse stock split. Cash will be paid in lieu of issuing fractional shares of
TI stock.
3. TAI Name Change. TAI will change its name to Tenneco Automotive Operating
Company Inc.
4. TI Name Change. A merger subsidiary will be incorporated in Delaware as
Tenneco Automotive Merger Sub Inc. Effective as of 8:00 a.m. EST on the day
following the Distribution Date, TI will merge with the merger subsidiary with
TI as survivor under the name Tenneco Automotive Inc.
- --------
7/ A small percentage of shares is owned by Scriptoria N.V. (Belgium).
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SCHEDULE 1
CORPORATE RESTRUCTURING TRANSACTIONS
LIST OF DEFINED TERMS
"AG" = Automotive Group
"Alpha" = Alpha Products (Bristol) Limited (UK)
"Alupak" = Alupak A.G. (Switzerland)
"ASCC" = Asset Securitization Cooperative Corporation
"Baldwin" = The Baldwin Group, Ltd. (UK)
"Brucefield" = Brucefield Plastics Limited (Scotland)
"Caerphilly" = Tenneco Packaging (Caerphilly) Limited (UK)
"CIBC" = Canadian Imperial Bank of Commerce
"Films" = Tenneco Packaging (Films) Limited (UK)
"Hexacomb" = Tenneco Packaging Hexacomb S.S. (Spain)
"Iberica" = Tenneco Automotive Iberica S.A. (Spain)
"KG" = German limited partnership
"Klinik" = Klinik GmbH (Germany)
"Kobusch" = Kobusch Folien GmbH (Germany)
"Livingston" = Tenneco Packaging (Livingston) Limited (Scotland)
"Nord-West" = Nord-West Verpackung GmbH (Germany)
"Omni-Pac = Omni-Pac GmbH (Germany)
"OPE" = Omni-Pac Ekco GmbH (Germany)
"OPUKL" = Omni-Pac U.K. Limited (UK)
"Packaging = Tenneco Packaging Limited (Scotland)
Scotland"
"PCA" = Packaging Corporation of America
"PDH" = Tenneco Packaging Deutschland
Holdinggesellschaft GmbH (Germany)
"PG" = Packaging Group
"Polbeth" = Polbeth Packaging (Corby) Limited (Scotland)
"Sengewald V" = Sengewald Verpackungen GmbH (Germany)
"Sengewald K" = Sengewald Klinicprodukte GmbH (Germany)
"Specialty" = Tenneco Packaging Specialty and Consumer
Products Inc. (DE)
"Stanley" = Tenneco Packaging (Stanley) Limited (UK)
"TA France" = Tenneco Automotive France S.A. (France)
"TAI" = Tenneco Automotive Inc. (DE)
"TARSAC" = Tenneco Automotive RSA Company Inc. (DE)
"TAVIAI" = Tenneco AVI Acquisition Inc, (DE)
"TBSHI" = Tenneco Business Services Holdings Inc. (DE)
"TBSI" = Tenneco Business Services Inc. (DE)
"TCI" = Tenneco Canada Inc.
"TDH" = Tenneco Deutschland Holinggessellschaft mbH
(Germany)
"TI" = Tenneco Inc. (DE)
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"TIHC" = Tenneco International Holdings Corp. (DE)
"TMC" = Tenneco Management Company (DE)
"TMC Texas" = TMC Texas Inc. (DE)
"TMEL" = Tenneco Management (Europe) Limited (UK)
"TPI" = Tenneco Packaging Inc. (DE)
"TPRSAC" = Tenneco Packaging RSA Company Inc. (DE)
"TPUKL" = Tenneco Packaging (UK) Limited (UK)
"Walker" = Walker Limited (UK)
"WE" = W.E. Verwaltungsgesellschaft mbH
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EXHIBIT D
DEBT REALIGNMENT
(Capitalized terms used but not otherwise defined herein have the meanings
ascribed to them in the Distribution Agreement to which this is attached.)
1. The specific goal of the Debt Realignment is to reach the relative
allocation between Packaging and Tenneco of Tenneco's Consolidated Debt
immediately prior to the time of the Distribution (after giving effect to the
repurchase of subsidiary preferred stock and payment of transaction fees and
expenses) that is reflected in the June 30, 1999 pro forma balance sheets of
Tenneco and Packaging, and the related notes thereto, that are included as
Exhibits A and F, respectively, to the Distribution Agreement. Such allocation
may be adjusted by Tenneco in its sole discretion at any time prior to the
Distribution to ensure Tenneco and Packaging are in compliance with their
respective financing arrangements.
2. Tenneco shall in its discretion tender for, prepay or otherwise
refinance, or shall offer Packaging debt in exchange for or otherwise refinance,
one or more of the issues of Consolidated Debt (as defined below). Concurrently
with the Debt Realignment, Tenneco will, if in its discretion it deems such to
be advisable, solicit the consent of the holders of such Consolidated Debt to
certain aspects of the Debt Realignment. Tenneco reserves the right to determine
whether or not it tenders for, prepays, otherwise refinances or leaves
outstanding, or offers to exchange Packaging debt for or otherwise refinance,
any particular issue of Consolidated Debt. The term "CONSOLIDATED DEBT" means
the following obligations that are outstanding or have been accrued as of the
Distribution Date:
a. indebtedness for money borrowed, including accrued interest, of Tenneco
and its consolidated subsidiaries before the Distribution, including public
debt, short-term borrowings and bank debt, and borrowings and payments to fund
actual and estimated transaction and related costs, including, without
limitation, a portion of the Transaction Expenses listed on Schedule 1 to this
Exhibit;
b. the current and deferred obligations under severance packages,
Supplemental Executive Retirement Plan (other than the Tenneco Inc. Pilots'
Supplemental Retirement Plan) and deferred compensation for persons who meet all
of the following criteria:
(i) they are treated as active employees of Tenneco Management Company under
the Human Resources Agreement as of the Distribution Date;
(ii) liabilities with respect to them (other than the liabilities under the
Tenneco Retirement Plan) are allocated to the Packaging Group under the Human
Resources Agreement; and
(iii) they do not continue in the active employment of Packaging Group
(excluding TMC) or Automotive Group after the Distribution Date.
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<PAGE> 69
c. obligations in respect of the preferred stock issued by Tenneco
International Holding Corp.; and
d. the cost to purchase accounts receivable previously sold by Tenneco or
its consolidated subsidiaries.
3. Tenneco shall have the sole right and authority to have in place a credit
facility(ies) and/or other financing for itself (with such guarantees of its
obligations thereunder by the Automotive Subsidiaries as it deems necessary) and
for Packaging (with such guarantees of Packaging's obligations thereunder by the
Packaging Subsidiaries as it deems necessary) in an aggregate principal amount
sufficient (together with other funds available to Tenneco) to fund such
tenders, prepayments and other refinancings and for other general corporate
purposes (including, without limitation, working capital). These facility(ies)
and/or other financings shall be in effect on or prior to the Distribution Date.
4. Accordingly, after giving effect to the Debt Realignment and the
Distribution, (i) Tenneco will be responsible for all of Tenneco Inc.'s public
debt that remains outstanding, any borrowings under its new credit facility(ies)
and/or other financing described above and any Consolidated Debt for which a
member of the Automotive Group is the primary obligor as of the Distribution
which remains outstanding and (ii) Packaging will be responsible for any public
debt of Packaging issued in exchange for Tenneco Inc.'s public debt, any
borrowings under its new credit facility(ies) and/or other financings described
above and any Consolidated Debt for which a member of the Packaging Group is the
primary obligor as of the Distribution which remains outstanding.
5. All aspects of (x) the Debt Realignment and any financing thereof and (y)
the terms of any consents solicited in respect of Consolidated Debt, shall be
controlled solely and exclusively by Tenneco. Tenneco shall select, in its sole
discretion, the dealer manager(s) for any and all consent solicitations, debt
tenders and debt exchanges in respect of Consolidated Debt.
6. Tenneco and Packaging shall comply with all applicable securities, blue
sky and other laws in connection with the Debt Realignment and the other
transactions contemplated hereunder.
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SCHEDULE 1
TRANSACTION EXPENSES
"Transaction Expenses" shall mean the third-party fees, costs and expenses
listed below that are reasonably incurred by Tenneco or Packaging or any member
of their respective Groups in order to effect the transactions contemplated by,
or undertaken prior to the Distribution Date in connection with, the Corporate
Restructuring Transactions, the Distribution and the Debt Realignment, provided
that such expenses (1) to the extent incurred on or before the Distribution,
were incurred by or with the approval of Tenneco Inc. headquarters personnel in
Greenwich, Connecticut or (2) to the extent incurred after the Distribution, are
either (a) for goods or services to be provided by entities that previously
provided goods or services, the expenses for which prior goods or services were
approved in accordance with clause (1) or (b) incurred pursuant to an engagement
approved by the General Counsel of each of Tenneco and Packaging:
a. accounting fees and expenses;
b. actuarial fees and expenses;
c. appraisal fees and expenses;
d. audit fees and expenses;
e. broker/dealer fees and expenses;
f. consulting fees and expenses;
g. costs to purchase new "wrap-around," run-off D&O and
fiduciary, and other insurance policies pursuant to the
Insurance Agreement;
h. costs to transfer and record the transfer of Tenneco Trade
Names and Trademarks (but not expenses associated with the
Tenneco Packaging Inc. or Tenneco Inc. name change);
i. exchange agent and depositary fees and expenses in connection
with the tender and exchange offers effected pursuant to the
Debt Realignment;
j. consent fees in connection with the Debt Realignment;
k. fees and expenses incurred in connection with arranging and
the initial borrowings under revolving and term debt in
connection with the Debt Realignment, including commitment
fees, drawdown fees, agent's fees, facility fees and similar
fees and expenses, and lender's costs and expenses payable by
the borrower;
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l. filing fees with governmental agencies and other regulatory
bodies, including SEC, NYSE, NASD, HSR and other similar fees;
m. information agent fees and expenses in connection with the
tender and exchange offers effected pursuant to the Debt
Realignment and the Distribution;
n. investment banking fees and expenses, dealer manager and
underwriting fees and expenses, and similar fees and expenses;
o. fees and expenses of legal counsel with respect to legal
matters and of other professionals with respect to solvency
opinions pertaining to the transactions;
p. expenses to mail materials to security holders, lenders,
underwriters and other similar persons;
q. newspaper advertising costs in connection with the tender and
exchange offers undertaken as part of the Debt Realignment;
r. printing fees and expenses;
s. proxy solicitation fees and expenses in connection with (1)
the reverse split and de- staggering Tenneco's Board of
Directors and (2) the reduction of the number of authorized
shares of Tenneco Inc.;
t. rating agency fees; and
u. such other expenses as may be mutually approved by the General
Counsel of each of Tenneco and Packaging.
The parties expressly agree that the fees, costs and expenses incurred after the
Distribution Date with respect to Packaging's sale of its remaining interest in
its containerboard joint venture shall not be "Transaction Expenses."
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EXHIBIT E
FORM OF
HUMAN RESOURCES AGREEMENT
THIS HUMAN RESOURCES AGREEMENT is made and entered into as of this 4th
day of November, 1999, by and between TENNECO INC., a Delaware corporation to be
renamed Tenneco Automotive Inc. ("Tenneco" or "Automotive Company"), and Tenneco
Packaging Inc. (to be renamed), a Delaware corporation ("Packaging Company").
WHEREAS, pursuant to the terms of that certain Distribution Agreement
by and between Tenneco and Packaging Company and dated as of November 3, 1999
(the "Distribution Agreement"), the parties have entered into this Agreement
regarding certain labor, employment, compensation and benefit matters occasioned
by the Distribution.
NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained in this Agreement and the Distribution Agreement, each
of the parties hereto, on behalf of itself and each other entity over which it
has direct or indirect legal or effective control, hereby agrees as follows:
SECTION 1. Definitions. The following terms, when capitalized herein,
shall have the meanings set forth below in this Section 1. All other capitalized
terms which are used but are not otherwise defined herein shall have the
meanings ascribed to them in the Distribution Agreement.
"Active Employees" means, with respect to each Group, all
employees regularly engaged in the performance of services to, for or
on behalf of any member of such Group as of the close of business on
the Distribution Date; provided, that (1) all such employees of Tenneco
Management Company ("TMC") who are employed by a member of the
Automotive Group immediately after the Distribution shall, for all
purposes hereunder, be treated as Active Employees of the Automotive
Group, (2) for purposes of allocation of liabilities, non-employee
officers of Tenneco Inc. shall be treated as Active Employees of TMC
and (3) all such employees that become an employee of a member of the
Automotive Group pursuant to Section 7.1 of the Transition Services
Agreement shall, for all purposes hereunder, be treated as Active
Employees of the Automotive Group. Notwithstanding any other provision
hereof: (i) liabilities with respect to the Vice President -- Law of
Tenneco Europe Limited (the "VPLE") shall be allocated between
Automotive Company and the Packaging Company as provided in agreements
between that individual and TMC and that individual and Automotive
Company; and (ii) with respect to the former general counsel of Tenneco
Automotive Inc., he shall move to the payroll of TMC effective November
15, 1999, the Automotive Company shall be liable for his 1999 bonus and
outplacement expense, and the Packaging Company shall be liable for his
severance benefits. As to the VPLE, the parties acknowledge and agree
that Automotive Company has no liability for severance benefits to the
extent funded under the Tenneco Rabbi Trust.
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"Common Stock" means Tenneco Common Stock or Packaging Common
Stock, as applicable.
"Former Employees" means, with respect to each Group, all
former employees of Tenneco and/or its Subsidiaries (including, but not
limited to, such employees who, as of the close of business on the
Distribution Date, are on leave of absence, long-term disability or
layoff with recall rights) who, if they were regularly engaged in the
performance of services to, for or on behalf of Tenneco or any of its
Subsidiaries at the close of business on the Distribution Date, would
be an Active Employee of such Group, determined on a basis consistent
with the determination of the Active Employees of such Group.
"Tenneco Salaried Welfare Plans" means, collectively, the
Tenneco Inc. Health Care Plan, the Tenneco Inc. Group Life Insurance
Plan, the Tenneco Inc. Long Term Disability Plan, the Tenneco Inc.
Travel Accident Insurance Plan, the Tenneco Inc. Health Care Flexible
Spending Account Program and the Tenneco Inc. Dependent Day Care
Flexible Spending Account Plan.
SECTION 2. General Employment Matters.
2.01 General Obligations. From and after the Distribution Date, each
of Automotive Company and Packaging Company shall (and shall, as applicable,
cause each of the other members of its respective Group over which it has direct
or indirect legal or effective control to) (a) continue the employment of all of
the Active Employees of its respective Group, subject, however to the terms of
Section 2.03 below and (b) except as otherwise specifically provided herein,
pay, perform and discharge any and all labor, employment, compensation and
benefit liabilities, whether arising prior to, on or after the Distribution
Date, with respect to all such Active Employees and all Former Employees of its
respective Group. Notwithstanding the foregoing, all payments to be made to
Active Employees and Former Employees of TMC who are not employed by the
Automotive Group or the Packaging Group (excluding TMC) immediately after the
Distribution out of general corporate assets shall be processed and administered
by Tenneco Business Services Inc. ("TBS") or such other person or entity as
shall be designated by the trustees of the Tenneco Rabbi Trust in their sole
discretion (rather than by Packaging Company or another member of the Packaging
Group); provided, however, that nothing contained in this sentence shall be
construed either: (i) as releasing Packaging Company and the other members of
the Packaging Group from the financial responsibility for such payments, or (ii)
imposing or giving any such trustees or any party hereto or other person the
right or ability, contractual or otherwise, to impose on Tenneco and/or any of
the other members of the Automotive Group, any responsibility or obligation
(financial or otherwise) for such payments or for any of the obligations of the
Packaging Group described in the immediately succeeding sentence. Packaging
Group shall maintain one or more rabbi trusts to facilitate such payments, and
Packaging shall furnish or make available through TBS or otherwise office space,
secretarial and other office support for the provision of such services.
2.02 Initial Compensation of Active Employees. The initial compensation
(base salary or wage level) of each Active Employee of each such Group as of the
Distribution Date shall be the same as the compensation (base salary or wage
level) of such Active Employee immediately prior
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to the Distribution Date, except as may otherwise be provided in the Transition
Services Agreement.
2.03 No Additional Employment Rights Created. Nothing in this Agreement
shall give any Active Employee of any Group any right to continued employment by
any member of that Group or the other Group beyond the Distribution Date, which
is in addition to or supplemental to any such right he or she may have arising
under contract or otherwise.
SECTION 3. Collective Bargaining.
3.01 Continuation of Existing Collective Bargaining Agreements. Each of
Automotive Company and Packaging Company shall (and shall cause, as applicable,
each other member of its Group over which it has direct or indirect legal or
effective control to) continue to honor all collective bargaining agreements
covering the Active Employees of its respective Group which are in effect as of
the close of business on the Distribution Date, in accordance with and subject
to the terms of each such collective bargaining agreement.
3.02 Recognition of Incumbent Labor Organizations. Each of Automotive
Company and Packaging Company shall (and shall cause, as applicable, each other
member of its Group over which it has direct or indirect legal or effective
control to) continue to recognize all incumbent labor organizations which, as of
the close of business on the Distribution Date, have established collective
bargaining relationships in respect of the Active Employees of its respective
Group.
3.03 Continued Sponsorship of Hourly Employee Benefit Plans. Except as
otherwise specifically provided herein, each of Automotive Company and Packaging
Company shall continue (and shall, as applicable, cause each other member of its
respective Group over which it has direct or indirect legal or effective control
to continue) to sponsor all employee benefit plans for hourly employees which,
as of the close of business on the Distribution Date, are in existence and
relate to the Active Employees and/or Former Employees of its respective Group,
subject to its rights under such plans to amend or terminate such plans.
3.04 Provisions of Wages, Rights and Other Employment Benefits Required
Under Existing Collective Bargaining Agreements. Without limiting the generality
of the foregoing, each of Automotive Company and Packaging Company shall (and
shall cause each other member of its respective Group over which it has direct
or indirect legal or effective control to) provide those of its Active Employees
whose employment is subject to collective bargaining agreements and/or
established collective bargaining relationships as of the close of business on
the Distribution Date with the wages, benefits, and terms and conditions of
employment required by such agreements or relationships, except that (i)
participation in the Tenneco Inc. Employee Stock Purchase Plan will be suspended
as provided in Section 4.06 hereof, and (ii) the provisions of any defined
contribution plan calling for contributions or investment in the common stock of
Tenneco Inc. shall be amended in accordance with Section 4.05 hereof.
3.05 Limitation on Obligations. Each of the parties hereto hereby
agrees and acknowledges that nothing contained in this Agreement, including its
obligation to continue its applicable
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collective bargaining agreements or relationships, shall be construed to
restrict any right it, or any other member of its respective Group, may have
to terminate, renegotiate, reopen or otherwise seek changes in any of its
collective bargaining agreements or relationships.
SECTION 4. United States Salaried Pension and Thrift Benefits and Stock
Purchase Plan.
4.01 Tenneco Retirement Plan. Effective as of the Impact Date (as
defined below), Automotive Company and all other members of that Group shall
cease to be sponsors of the Tenneco Retirement Plan (the "TRP"), and Packaging
Company shall become the sponsor of the TRP; provided that Packaging's
sponsorship shall be subject to the terms and conditions of the TRP. The TRP
shall retain liability for all pension benefits accrued by the Active Employees
and Former Employees of the Automotive Group who are or were formerly
participants in the TRP through the last day of the calendar month in which the
Distribution Date occurs (the "Impact Date"). Following the Distribution Date,
Automotive Group will have no liability, contingent or otherwise, with respect
to the TRP, including without limitation any liability for benefits accrued
through the Impact Date (including early retirement benefits and related
subsidies, as to which all age, service and participation requirements were
satisfied on or before the Impact Date) for Active Employees or Former Employees
of the Automotive Group, and Packaging Company shall assume or retain, as the
case may be, all such liabilities and all such liabilities shall constitute
"Packaging Liabilities" under the Distribution Agreement.
Packaging Company shall succeed Tenneco Inc. under and with respect to
the Tenneco General Employee Benefit Trust (the "GEBT"). As soon as practicable
after the Distribution Date, Packaging Company shall cause the GEBT to transfer
to a trustee designated by Automotive Company the assets of the GEBT
attributable to the Automotive Group's hourly defined benefit pension plans.
Such transfer shall be in cash, except that Tenneco Common Stock may be
transferred, subject to the limitations of applicable law, and the assets
managed by one or more managers may be transferred.
Packaging Company shall create an investment committee (the "New
Committee") to manage the assets of the GEBT, equivalent to the committee which
performed those functions as of the Distribution Date (the "Old Committee"), and
the New Committee shall have as members, the members of the Old Committee as of
the Distribution Date until the earlier of March 31, 2000 or the date such
persons die, resign or are removed in accordance with rules equivalent to the
rules applicable to the Old Committee.
4.02 Amendment of TRP. The sponsor of the TRP shall amend the TRP to
(a) "freeze" the benefit accruals of the Active Employees of the Automotive
Group as of the Impact Date, and (b) provide that all benefits accrued as of the
Impact Date by the Active Employees of the Automotive Group shall be fully
vested and non-forfeitable (as will the benefits to Former Employees of the
Automotive Group to the extent required by applicable laws) and the sponsor
shall inform, in writing, as soon as practicable following the Impact Date, each
such Employee of his or her accrued benefits under the TRP as of the Impact
Date.
4.03 No Credit for Post-Impact Date Service. Except as may be required
by law, the TRP
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shall not be required to count service with any entity other than a member of
the Packaging Group after the Impact Date for any purpose, nor shall
there be any requirement that Active Employees of the Automotive Group be
permitted to "grow into" normal or early retirement benefits under the TRP based
upon events occurring after the Impact Date.
4.04 Tenneco Thrift Plan. The active participation in the Tenneco
Thrift Plan and the Tenneco Thrift Plan for Hourly Employees (collectively the
"Tenneco DC Plan") by persons other than the Active Employees of the Packaging
Group shall cease effective as of January 31, 2000 (the
"Transition Date"). In addition, Automotive Company and all other members of the
Automotive Group shall cease to be sponsors of the Tenneco DC Plan as of the
Transition Date, and Packaging Company shall become the sponsor of the Tenneco
DC Plan from and after the Distribution Date. Each of Packaging Group and
Automotive Group shall bear the costs of employer matching contributions
attributable to the participation of its respective employees in the Tenneco DC
Plan for the period commencing with the Distribution Date and, with respect only
to the Automotive Group, ending on the Transition Date.
4.05 Establishment of DC Plans.
(a) Automotive Thrift Plan. Automotive Company shall (and/or
cause its respective Group members to) establish or make available on
or with effect from the Transition Date, one or more defined
contribution plans for the benefit of the Active Employees of the
Automotive Group (collectively, the "Automotive Thrift Plan") which
may, subject to Section 4.05(d) hereof, be subject to amendment or
termination by Automotive Company or the applicable member of the
Automotive Group.
(b) Transfer of Account Balances to Automotive Thrift Plan. As
soon as practicable following the Transition Date, Packaging Company
shall cause the Tenneco DC Plan to transfer to the Automotive Thrift
Plan, the account balances of each Active Employee of the Automotive
Group and each Former Employee of the Automotive Group with respect to
whom the Tenneco DC Plan maintains an account as of the close of
business on the Transition Date. Such transfers shall be in cash,
except that the Automotive Thrift Plan will accept the following: (i)
Tenneco Common Stock, Packaging Common Stock received in the
Distribution, stock of Newport News Shipbuilding Inc. (if any remains
in such account balances) and stock of El Paso Energy Corporation (if
any remains in such account balances) for the Tenneco Common Stock fund
portion of such account balances; (ii) amounts credited to the Tenneco
DC Plan which are held in mutual funds which are also investment media
in the Automotive Thrift Plan; and (iii) participant loans.
(c) Investment Options. Tenneco Common Stock shall not be
offered as an investment option with respect to contributions made
after the Distribution Date by the Packaging Group employees to the
thrift plans of the Packaging Group. The sponsor of each of the Tenneco
DC Plan and the Automotive Thrift Plan shall cause the plan to afford
each participant therein, for a period of at least 90 days following
the Distribution Date, an election to sell the Common Stock of the
entities held in the plan's stock fund which does not directly or
indirectly employ him or her immediately following the Distribution
Date. From
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and after the Distribution Date employer stock contributions
with respect to Packaging Group employees shall be in Packaging Common
Stock and employer stock contributions with respect to the Automotive
Group employees shall be in Tenneco Common Stock.
(d) Certain Automotive Obligations. The Automotive Company
shall (and shall cause each member of its Group over which it has legal
or effective direct or indirect control to) sponsor, establish,
administer, maintain, amend and otherwise deal with one or more defined
contribution pension plans (including the Automotive Thrift Plan) in a
manner consistent with any and all representations which Tenneco or its
affiliates at the time makes or has made to the Internal Revenue
Service, including without limitation, any actions that may be required
to increase and/or maintain the amount of Tenneco Common Stock held by
such plans.
4.06 Tenneco Stock Purchase Plan. Participation in the Tenneco Inc.
Employee Stock Purchase Plan was suspended effective June 30, 1999 and will not
resume prior to the Distribution Date.
SECTION 5. Pension Matters Outside the United States. With respect to
the business and operations of each Group in jurisdictions outside the United
States, each of the parties hereto shall (and, as applicable, shall cause each
other member of its Group over which it has direct or indirect legal or
effective control to) assume and retain any and all pension liabilities and
attendant plans and their assets related to its Active Employees and Former
Employees.
SECTION 6. Executive and Directors' Compensation.
6.01 Tenneco Supplemental Executive Retirement Plan. Effective upon the
Distribution Date, Tenneco and Packaging Company shall cause the Tenneco Inc.
Supplemental Executive Retirement Plan and the Tenneco Inc. Pilots' Supplemental
Retirement Plan (collectively, the "SERP") to be amended to cause the separation
of participation in, and liabilities under, the SERP as follows: (1) Packaging
Company shall (a) become the sponsor of the SERP with respect to all Active
Employees and Former Employees of its respective Group and, subject to the terms
of the 1996 Benefits Agreement (as defined below), all active and former
employees of the Shipbuilding Group and Energy Group (each as defined below),
and all other participants in the SERP not specifically allocated to Automotive
Company below and (b) assume and agree to pay, perform and discharge all
liabilities under the SERP with respect to such employees, whether accrued
before, on or after the Distribution Date; and (2) Automotive Company shall
continue sponsorship of the SERP with respect to all Active Employees and Former
Employees of its respective Group and shall assume and agree to pay, perform and
discharge all liabilities under the SERP with respect to such employees, whether
accrued before, on or after the Distribution Date. All accrued benefits under
the SERP as of the close of business on the Distribution Date shall be fully
vested and nonforfeitable; provided, that this rule shall not be applied to
grant an employee an amount equal to the benefit he or she has accrued under the
Tenneco Retirement Plan but only the amount provided by the SERP, nor shall it
be applied to alter or diminish any service requirement contained in any special
appendix or other document providing benefits in addition to those called for by
the SERP generally.
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6.01(A) Pullman Supplemental Pension Benefits. Notwithstanding any
other provision hereof, the Automotive Company shall retain and succeed to any
and all liabilities for non-qualified defined benefit pension benefits for
Active Employees and Former Employees of its respective Group who were formerly
employed by The Pullman Company, Peabody International Corporation or any
predecessor of either, including without limitation, benefits under the Peabody
Special Benefits Plan, the Peabody Supplemental Plan and the Pullman
Supplemental Plan (the "Pullman Plans"). Automotive Company shall retain
sponsorship of the rabbi trust created in connection with the Pullman Plans.
6.02 Tenneco Inc. Deferred Compensation Plan. The participation of the
Active Employees and Former Employees of the Automotive Group in the Tenneco
Inc. Deferred Compensation Plan (the "DC Plan") shall cease as of the
Distribution Date. As of the Distribution Date, (i) Automotive
Company shall assume the liability for the accounts of its Active Employees and
Former Employees in the DC Plan, (ii) Packaging Company shall assume the
liability for the accounts of the Active Employees and Former Employees of the
Packaging Group in the DC Plan, and (iii) Packaging Company shall succeed to
sponsorship of the DC Plan. The Automotive Group Active Employee's or Former
Employee's account in the DC Plan as of the Distribution Date shall become the
opening balance of such Active Employee's or Former Employee's account in a
nonqualified deferred compensation plan created as of the Distribution Date by
the Automotive Group. Such opening balances shall become fully vested as of the
close of business on the Distribution Date.
6.03 Tenneco Benefits Protection Program and Rabbi Trust. The Tenneco
Inc. Benefits Protection Trust (the "BPT") and the Tenneco Inc. Rabbi Trust
(collectively the "Trusts") shall be terminated prior to the Distribution, and
neither Packaging Company nor Automotive Company shall have any liability with
respect to either of the Trusts or any of the terms of either.
6.04 [RESERVED]
6.05 Stock Options. Effective as of the Distribution Date, Tenneco
shall cause all outstanding options to purchase Tenneco Common Stock held by
employees and officers other than (i) Active Employees and Former Employees of
Automotive Group, (ii) employees of Packaging Corporation of America and (iii)
employees of the folding carton division (or persons who have succeeded to the
rights of any persons described in (i), (ii) or (iii) with respect to options to
purchase Tenneco Common Stock) to be replaced by options to purchase Packaging
Common Stock. Subject to the requirements of applicable law and generally
accepted accounting principles, the number, exercise price and other terms of
such replacement options shall be determined in a manner consistent with that
described in Exhibit A attached hereto. Options to purchase Tenneco Common Stock
held by persons described in clause (ii) or (iii) above, not exercised prior to
the Distribution Date shall be canceled effective as of the Distribution Date.
Options held by Active Employees and Former Employees of Automotive
Group (or persons who have succeeded to the rights of such persons) shall,
unless exercised prior to the Distribution Date, remain outstanding as adjusted
as provided herein after the Distribution Date, subject to the requirements of
applicable law and generally accepted accounting principles. The parties
recognize that in some jurisdictions, Automotive Group employees were granted
rights other than stock options
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in lieu of the Special Stock Option Award of 100 options per grantee, and in
those jurisdictions, the outstanding rights will be adjusted comparably. The
Automotive Company options and rights shall have the same terms and conditions
as prior to the Distribution Date except that the number of options and the
option exercise price shall be adjusted as described in Exhibit A attached
hereto.
To the extent that the exercisability of options to purchase Tenneco
Common Stock currently is subject to the attainment of share price hurdles,
those hurdles will also be adjusted with respect to both options to purchase
Packaging Common Stock and Tenneco Common Stock.
Tenneco may grant special pre-Distribution Date exercisability with
respect to some or all options which are not otherwise exercisable.
6.06 Directors. Except for stock options which will expire on or before
the Distribution Date in accordance with their terms, stock options held by
directors of Tenneco and/or Packaging
Company shall be treated as provided in Section 6.05 hereof as if the director
in question were an employee. Notwithstanding the foregoing, stock options held
by directors who do not continue on the board of Packaging Company or Automotive
Company will be replaced by Packaging Company options in accordance with Section
6.05 hereof. The 1997 Tenneco Inc. Board of Directors Deferred Compensation Plan
shall be treated as provided in Section 6.02 hereof, and the directors' accounts
shall be treated as if the directors were employees; however, the accounts of
directors who do not continue on the board of Packaging Company or Automotive
Company shall be the obligation of Packaging Company. If an individual becomes a
director of both Packaging Company and Automotive Company immediately after the
Distribution Date, his or her options, unless they expire on or before the
Distribution Date, shall be split and maintained one-half by Packaging Company
and one-half by Automotive Company; and with respect to individuals who were
outside directors prior to the Distribution Date, their deferred compensation
accounts shall be split similarly.
Any continuing liabilities under the terminated Outside Directors'
Retirement Plan including the obligation to grant restricted stock in lieu of
such plan shall be retained and performed by Automotive Company.
SECTION 7. Welfare Plans.
7.01 Tenneco Salaried Welfare Plans. Effective on December 31, 1999,
each member of the Automotive Group shall cease to be a sponsor of the Tenneco
Salaried Welfare Plans, Active Employees and Former Employees of Automotive
Group shall cease to participate in the Tenneco Salaried Welfare Plans as of
that date, and Packaging Company shall serve as the sponsor of the Tenneco
Salaried Welfare Plans from and after the Distribution Date. Automotive Company
shall reimburse Packaging Company for all claims paid with respect to the
participation of its employees in such plans.
SECTION 8. General.
8.01 Post-Distribution Administration of Plans. The parties hereto
agree to administer all plans consistently herewith, and to the extent necessary
to amend plans accordingly.
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8.02 Cost and Expenses. Except as otherwise expressly provided herein
or the Distribution Agreement, each party shall bear all costs and expenses,
including but not limited to legal, administrative and actuarial fees, incurred
in the design, drafting, administration and implementation of any and all plans
and compensation structures which it enables or creates and the amendment of its
existing plans or compensation structures.
8.03 RESERVED
8.04 Human Resources Support Services. Subject to the rules set forth
below, Packaging Company shall provide (or have provided by TBS) for Automotive
Company or its Affiliates the following corporate-wide human resource support
services that are currently being provided to the Automotive Company and/or
members of the Automotive Group:
a. Benefits administration by Hewitt & Associates LLC and other
outside administrators utilized with respect to the Automotive
Business as of the date hereof or engaged hereafter with the
prior consent of Automotive Company. Packaging Company will
provide management of the services that are outsourced and
continue benefits administration services currently being
provided by TBS.
b. Assistance in executive compensation plans, including stock
options, restricted stock, performance shares, deferred
compensation, director's stock options, and director's
restricted stock.
c. Generation of Affirmative Action Plan reports annually for
each Automotive Company location including EEO-1 and VETS-100,
and audit supports, as required.
d. Prepare, process and disburse invoices and check requests for
Prudential relocations. In addition, Packaging Company will
manage domestic and international relocation programs through
outsourced providers including accrual and repayment program,
and provide relocation accounting services to reconcile
relocation accruals compared to the Prudential reports and
prepare appropriate journal entries.
Packaging Company shall provide the services described in this Section
8.04 for the period from the Distribution Date through the earlier of (i) August
15, 2000 and (ii) the date as of which Automotive Company no longer desires such
services, provided that Automotive Company shall have given Packaging Company at
least 60 days' advance written notice of such date.
In consideration for such services, other than third party fees as
described in the next sentence, Automotive Company shall pay Packaging Company
$59,583.34 per month, as detailed in Schedule A. Any third party fees for such
services for outsourced providers utilized with respect to the Automotive Group
as of the date hereof, or for new outsourced providers selected with prior
consent of Automotive Company (which consent shall not be unreasonably withheld
or delayed), will be billed directly by the third party to Automotive Company;
provided, that if the third party refuses to bill Automotive Company directly,
Automotive Company shall reimburse Packaging Group for all amounts which it pays
such third party on behalf of Automotive Company. Reference
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is made to the Transition Services Agreement between Tenneco and Packaging
Company of even date herewith (the "Transition Services Agreement"). The
services described in this Section 8.04 shall be considered Services (as such
term is defined in the Transition Services Agreement) for purposes of Sections
8, 10, 11,12 and 13 of the Transition Services Agreement and shall be provided
in accordance with and subject to the terms and conditions thereof. The
provisions of Sections 11.2: 11.3; 11.4; 11.5, 13 and 14 of the Transition
Services Agreement shall survive termination of the provision of services
hereunder.
SECTION 9. Miscellaneous.
9.01 1996 Benefits Agreement. Effective on the Distribution Date,
Tenneco shall assign to Packaging Company all of its rights under, and Packaging
Company shall assume and agree to pay, perform and discharge when due (and will
thereafter indemnify each member of the Automotive Group against) all
obligations, liabilities and responsibilities of Industrial Company under, the
certain Benefits Agreement (the "1996 Benefits Agreement"), dated as of December
11, 1996 (all such obligations, liabilities and responsibilities constituting
"Packaging Liabilities" under the Distribution Agreement), by and among New
Tenneco Inc., Newport News Shipbuilding Inc. and the company then known as
Tenneco Inc. The rights Tenneco shall assign to Packaging Company under the 1996
Benefits Agreement shall include, without limitation, the right to receive and
retain all reimbursements for the payment of SERP benefits to employees and
former employees of the Shipbuilding Group and Energy Group (capitalized terms
used in this Section 9.01 and in Section 6.01 and not otherwise defined in this
Agreement shall have the meanings ascribed to such terms in the 1996 Benefits
Agreement). Automotive Company and Packaging Company shall each use its
commercially reasonable efforts to the greatest extent feasible to transfer the
economic and operational benefits and liabilities of the 1996 Benefits Agreement
to Packaging Company.
9.02 Complete Agreement; Construction. This Agreement and the
Distribution Agreement (and with respect to Section 8.04 hereof, the Transition
Services Agreement) shall constitute the entire agreement between the parties
with respect to the subject matter hereof and shall supersede all previous
negotiations, commitments and writings with respect to such subject matter.
9.03 Other Ancillary Agreements. Except as otherwise expressly provided
herein, this Agreement is not intended to address, and should not be interpreted
to address, the matters specifically and expressly covered by any of the other
Ancillary Agreements.
9.04 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other parties.
9.05 Survival of Agreements. Except as otherwise expressly provided
herein, all covenants and agreements of the parties contained in this Agreement
shall survive the Distribution Date.
9.06 Notices. All notices and other communications to a party hereunder
shall be in writing and hand delivered or mailed by registered or certified mail
(return receipt requested) or sent by any means of electronic message
transmission with delivery confirmed (by voice or otherwise) to such
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<PAGE> 82
party (and will be deemed given on the date on which the notice is received by
such party) at the address for such party set forth in the Distribution
Agreement (or at such other address for the party as the party shall, from time
to time, specify by like notice to the other parties).
9.07 Waivers. The failure of any party hereto to require strict
performance by any other party of any provision in this Agreement will not waive
or diminish the party's right to demand strict performance thereafter of that or
any other provision hereof.
9.08 Amendments. Subject to the provisions of Section 9.08 of the
Distribution Agreement, this Agreement may not be amended or modified except in
a writing executed by each of the parties hereto.
9.09 Assignment. This Agreement shall be assignable in whole in
connection with a merger or consolidation or the sale of all or substantially
all the assets of a party hereto so long as the resulting, surviving or
transferee entity assumes all the obligations of the relevant party hereto by
operation of law or pursuant to an agreement in form and substance reasonably
satisfactory to the parties to this Agreement. Otherwise this Agreement shall
not be assignable, in whole or in part, directly or indirectly, by any party
hereto without the prior written consent of the other, and any attempt to assign
any rights or obligations arising under this Agreement without such consent
shall be void
9.10 Successors and Assigns. The provisions of this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective permitted successors and permitted assigns.
9.11 No Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties hereto and the members of their respective Groups, after
giving effect to the Distribution, and should not be deemed to confer upon other
third parties any remedy, claim, liability, right of reimbursement, claim of
action or other right in excess of those existing without reference to this
Agreement.
9.12 Attorney Fees. A party determined to be in breach of this
Agreement shall, on demand, indemnify and hold harmless the other party hereto
for and against all out-of-pocket expenses, including, without limitation,
reasonable legal fees, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement; provided, that such
determination shall be effective only when made by the court having final
jurisdiction of the matter and the period for appeal from that court, if any,
shall have expired. The payment of such expenses is in addition to any other
relief to which such other party may be entitled hereunder or otherwise.
9.13 Title and Headings. Titles and headings to sections herein are
inserted for the convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
9.14 Governing Law. ALL QUESTIONS AND/OR DISPUTES CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS
HERETO SHALL BE GOVERNED BY THE INTERNAL LAWS, AND NOT THE
E-11
<PAGE> 83
LAW OF CONFLICTS, OF THE STATE OF DELAWARE. EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY (i) AGREES TO BE SUBJECT TO,
AND HEREBY CONSENTS AND SUBMITS TO, THE JURISDICTION OF THE COURTS OF THE STATE
OF DELAWARE AND THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE, (ii) TO THE
EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF
DELAWARE, HEREBY APPOINTS THE CORPORATION TRUST COMPANY, AS SUCH PARTY'S AGENT
IN THE STATE OF DELAWARE FOR ACCEPTANCE OF LEGAL PROCESS AND (iii) AGREES THAT
SERVICE MADE ON ANY SUCH AGENT SET FORTH IN (ii) ABOVE SHALL HAVE THE SAME LEGAL
FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF
DELAWARE.
9.15 Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions,
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
9.16 Subsidiaries. Each of the parties hereto shall cause to be
performed, and hereby guarantees the performance of, all actions, agreements and
obligations set forth herein to be performed by any Subsidiary of such party
which is contemplated to be a Subsidiary of such party on and after the
Distribution Date.
9.17 Termination. This Agreement may be terminated at any time prior to
the Distribution Date by and in the sole discretion of Tenneco without the
approval of Packaging Company. In the event of such termination, no party shall
have any liability of any kind to any other party or to any other person. After
the Distribution Date, this Agreement may not be terminated except with the
prior approval of the stockholders of Tenneco and Packaging Company.
E-12
<PAGE> 84
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
TENNECO INC.
By: _____________________________________
Name: ___________________________________
Title:___________________________________
TENNECO PACKAGING INC. (to be renamed)
By: _____________________________________
Name: ___________________________________
Title:___________________________________
E-13
<PAGE> 85
EXHIBIT A
OPTION CONVERSION FORMULA*/
FORMULA
<TABLE>
<S> <C> <C>
Original option exercise price x New market price of Tenneco = New option exercise price
Original market price of Tenneco Common Stock or Packaging ("New Option Price")
Common Stock**/ Common Stock, as applicable***/
</TABLE>
No. of shares underlying original option x original
option exercise price = Number of shares
New Option Price underlying new
option
ASSUME
1,000 No. of shares Tenneco Common Stock underlying original option
$ 45.31 Original option exercise price
$ 25.00 Original market price of Tenneco Common Stock
$ 7.00 New market price for Tenneco Common Stock
$ 18.00 New market price for Packaging Common Stock
Adjusted Tenneco Options (for Automotive Group employees)
$45.31 x $7.00 = $12.69 New Option Price
------
$25.00
1,000 x $45.31 =
--------------
3,571 shares Tenneco Common Stock
$12.69 underlying new option
New Packaging Company Options (for Packaging Group employees)
$45.31 x $18.00 = $32.62 New Option Price
------
$25.00
1,000 x $45.31 =
--------------
1,389 shares Packaging Common Stock
$32.62 underlying new option
*/ May be adjusted, as necessary, to reflect a reverse stock split by Tenneco
which becomes effective after the Distribution.
**/ Based on the closing sale price of the "full value" Tenneco Common Stock
(i.e. not giving effect to the declaration of any dividend) on the New York
Stock Exchange ("NYSE") on the day
E-14
<PAGE> 86
immediately prior to the Distribution Date.
***/ For the new market price of Tenneco Common Stock: Based on the closing sale
price of Tenneco Common Stock "without due bills" on the day immediately prior
to the Distribution Date, unless "when issued" trading for Tenneco Automotive
Inc. Common Stock exists on such date, in which case the new market price of the
Tenneco Common Stock would be based on the closing "when issued" market sale
price of Tenneco Automotive Inc. Common Stock on such date. For the new market
price of Packaging Common Stock: Based on the closing "when issued" market sale
price of Packaging Common Stock on the day immediately prior to the Distribution
Date, as applicable.
E-15
<PAGE> 87
SCHEDULE A
TRANSITION COSTS TO TENNECO AUTOMOTIVE INC.
<TABLE>
<CAPTION>
Monthly
-----------
<S> <C>
Benefits Administration $ 34,666.67
Relocation & EEO Reports $ 11,916.67
Executive Compensation $ 13,000.00
-----------
Total: $ 59,583.34
</TABLE>
E-16
<PAGE> 88
EXHIBIT F
PACKAGING
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1999
(IN MILLIONS)
ASSETS
<TABLE>
<CAPTION>
Pro Forma Adjustments
---------------------------- PACKAGING
Spin-off Pro
Packaging Debt and Related Forma
Historical Realignment Transactions Combined
---------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
Current assets:
Cash and temporary cash investments $ 18 $ -- $ -- $ 18
Receivables ........................ 375 -- 119(b) 494
Inventories ........................ 447 -- -- 447
Prepayments and other .............. 72 -- -- 72
------- ------- ------- -------
Total current assets ....... 912 -- 119 1,031
Plant, property, and equipment, net .. 1,495 -- -- 1,495
Goodwill and intangibles, net ........ 1,028 -- -- 1,028
Other assets and deferred charges .... 918 59(a) 85(c) 1,062
Net assets of discontinued operations 133 -- -- 133
------- ------- ------- -------
Total assets ............... $ 4,486 $ 59 $ 204 $ 4,749
======= ======= ======= =======
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt .................... $ 367 $ 643(a) $-- $ 1,010(e)
Trade payables ..................... 357 -- -- 357
Other current liabilities .......... 336 -- -- 336
------- ------- ------- -------
Total current liabilities .. 1,060 643 -- 1,703
Long-term debt ....................... 1,494 (308)(a) -- 1,186(e)
Deferred income taxes ................ 380 (52)(a) 34(c) 362
Other liabilities and deferred credits 198 -- -- 198
Minority interest .................... 14 -- -- 14
Equity:
Combined equity .................... 1,340 (224)(a) 119(b) --
51(c)
(1,286)(d)
Common stock ....................... -- -- 2(d) 2
Paid-in capital .................... -- -- 1,284(d) 1,284
Retained earnings .................. -- -- -- (d) --
------- ------- ------- -------
Total liabilities and equity $ 4,486 $ 59 $ 204 $ 4,749
======= ======= ======= =======
</TABLE>
See the accompanying Notes to Unaudited Pro Forma Combined Balance Sheet.
F-1
<PAGE> 89
PACKAGING
NOTES TO UNAUDITED PRO FORMA
COMBINED BALANCE SHEET
(a) To reflect debt allocated to Packaging in the debt realignment. The
adjustment to equity reflects the net impact of the debt realignment, the
recording of debt issue costs and deferred income taxes related to the exchange
offers and other transaction costs. Pro forma long-term debt includes $1,166
million of new securities ($1,176 million aggregate principal amount) assumed to
be exchanged in the exchange offers, and $20 million of long-term debt of
Packaging subsidiaries. Pro forma short-term debt includes $1,001 million
borrowed under Packaging's new credit facilities to be entered into as part of
this debt realignment and $9 million of short-term debt of Packaging
subsidiaries. At this time, Packaging and Tenneco cannot determine the ultimate
amount of the original securities which will be exchanged into new securities,
and this amount could vary significantly. These pro forma adjustments assume
that 100% of the original securities subject to the exchange offers will be
tendered before the early exchange time and exchanged for new securities and the
new securities will be recorded at the net carrying amount of the original
securities. In other words, the new securities are assumed not to be
"substantially different." See the section titled "Accounting Treatment of the
Exchange Offers" contained in Tenneco Packaging Inc.'s Registration Statement on
Form S-4, File No. 333-82923. The results of the exchange offers could vary
based on a number of factors, including the timing and level of acceptance of
the exchange offers, the interest rate of the exchanged securities and whether
the exchanges will be considered extinguishments for accounting purposes. Based
on current interest rate markets, Packaging expects that the exchange offers
will not be extinguishments for accounting purposes. Therefore, Packaging does
not expect to recognize an extraordinary loss attributable to the debt exchange.
Other costs, including transaction costs related to the spin-off and contractual
employment obligations, are expected to be incurred by Packaging in connection
with the corporate restructuring transactions and the spin-off which Packaging
estimates will be approximately $70 million after-tax. The effects on
Packaging's debt of these costs has been reflected in this pro forma adjustment.
However, these charges have not been included in the unaudited pro forma
combined statement of income. See the section titled "Unaudited Pro Forma
Combined Financial Statements of Packaging" contained in Tenneco Packaging
Inc.'s Registration Statement on Form S-4, File No. 333-82923.
(b) To reflect the purchase of Packaging accounts receivable at fair
value which had previously been sold to a third party.
(c) To reflect the transfer to Packaging of prepaid pension costs
attributable to Automotive employees and the corresponding reduction in net
periodic pension costs and the increase in prepaid pension cost attributable to
the curtailment of the pension benefits related to Automotive employees.
Automotive employees will no longer participate in the Tenneco Retirement Plan
following the spin-off and Packaging will become the sponsor of this plan. These
prepaid pension costs will be transferred to Packaging in connection with the
corporate restructuring transactions. Packaging estimates that a curtailment
gain of approximately $30 million will be recognized relating to the freezing of
Automotive employees' pension benefits in connection with the
F-2
<PAGE> 90
spin-off. This gain has not been included in the unaudited pro forma combined
statements of income.
(d) To reflect the spin-off of Packaging common stock to holders of
Tenneco common stock at an exchange ratio of one share of Packaging common stock
for each share of Tenneco common stock.
(e) The Packaging pro forma debt balances do not give effect to the
application of any proceeds from the planned sale of Packaging's remaining
interest in Packaging's containerboard joint venture. Packaging expects the sale
to be completed before the spin-off, with the proceeds used to repay the Tenneco
debt that would otherwise be allocated to Packaging in the debt realignment. If
the sale occurs after the spin-off, the net proceeds will be used to retire
Packaging debt. In September 1999, the joint venture, Packaging Corporation of
America, filed a registration statement for Packaging to sell its interest in a
registered public offering. Based on indications of value in that registration
statement, estimated net proceeds ranging from $525 million to $600 million are
anticipated to be received from the sale of Packaging's remaining interest in
its containerboard joint venture. For each $50 million of after-tax proceeds
received from the sale, pro forma interest expense would be reduced by
approximately $3 million on an annual basis and pro forma income from continuing
operations would be increased by approximately $2 million on an annual basis, or
$0.01 per diluted common share.
F-3
<PAGE> 91
EXHIBIT G
PACKAGING SUBSIDIARIES
<TABLE>
<S> <C>
TENNECO PACKAGING INC. (DELAWARE)
100%
A&E Plastics, Inc. (Delaware).................................................
Aircal S.A. (France) ......................................................... 100
(Tenneco Packaging Inc. owns all shares except seven
which are held by its four directors and Tenneco
Protective Packaging Inc. and Tenneco Packaging
International Holdings Inc.)
Airpack Japan K.K. (Japan) ................................................... 100
Airpack Polska Sp.Z.O.O. (Poland) ............................................ 100
Airpack SPA (Italy) .......................................................... 98
(Tenneco Packaging Inc. owns 98%; Tenneco Packaging
International Holdings Inc. owns 2%)
Altapack SPA (Italy) ...................................................... 100
Alupak, A.G. (Switzerland) ................................................... 100
Counce Finance Corporation (Delaware) ........................................ 100
Dongguan PCA Packaging Co., Ltd. (Peoples Republic of
China) ...................................................................... 50
(Tenneco Packaging Inc. owns 50%; and Dongguan Dong Ya
Color Printing & Packaging Factory, an unaffiliated
company, owns 50%)
EKCO Products, Inc. (Illinois) ............................................... 100
E-Z Por Corporation (Delaware) ............................................... 100
Glacier-Cor US Corporation (Delaware) ........................................ 100
Glacier-Cor US Holding Corporation (Delaware) ............................. 100
E. H. Carton Products-- Management Company Ltd. .........................
(Israel) ................................................................ 50
(Glacier-Cor US Holding Corporation owns 50%; and
non-affiliates owns 50%)
Glacier-Cor 1995 L.P. ...................................................
(Israel) ............................................................... 2
(E.H. Carton Products-- Management Company
Ltd. owns 2%; Ha'Lakoach Ha'Neeman Ha'Sheesheen
Ou'Shena'yim Ltd. owns 49%; and non-affiliates
own 49%)
Ha'Lakoach Ha'Neeman Ha'Sheesheem Ou'Shena'yim Ltd. .....................
(Israel) ............................................................... 99
(Glacier-Cor US Holding Corporation owns 99%;
and Hexacomb Corporation owns 1%)
Glacier-Cor 1995 L.P. (Israel) ..................................... 49
(Ha'Lakoach Ha'Neeman Ha'Sheesheen Ou'Shena'yim
Ltd. owns 49%; non-affiliates own 49%; and E. H ....................
Carton Products-- Management Company Ltd. ..........................
owns 2%)
Kinarot Pallet Ltd. (Israel) ......................................... 50
(Ha'Lakoach Ha'Neeman owns 50%; and I.M.A ..........................
Engineering, an Israeli company and a
non-affiliate, owns 50%
Yamaton Ltd. (Israel ................................................. 33.3
(Ha'Lakoach Ha'Neeman owns 33.3%; and
non-affiliates, Kibbutz Ein Hamifietz and
Kibbutz Ga'aton own 66.7%)
Hexacomb Corporation (Illinois) .............................................. 100
</TABLE>
G-1
<PAGE> 92
<TABLE>
<S> <C>
Ha'Lakoach Ha' Neeman Ha' Sheesheem Ou' Shena'yim Ltd.
(Israel) .................................................................. 1
(Hexacomb Corporation owns 1%; and Glacier-Cor US Holding Corporation
owns 99%. Subsidiaries are listed above.)
SUBSIDIARIES OF TENNECO PACKAGING INC ..........................................
SUBSIDIARIES OF HEXACOMB CORPORATION
Hexajapan Company, Ltd. (Japan) ........................................... 60%
(Hexacomb Corporation owns 60%; and non-affiliates
own 40%)
99.75
Kobusch Packaging Egypt Ltd. (Egypt)..........................................
(Tenneco Packaging Inc. owns 99.75%; and Tenneco
Kobusch-Folien GmbH owns .25%)
Omni-Pac S.A.R.L. (France) ................................................... 97
(Tenneco Packaging Inc. owns 97%; and Tenneco Omni-Pac
GmbH & Co. KG Verpackungsmittel owns 3%)
Packaging Corporation of America (Delaware) .................................. 43.5
(Tenneco Packaging Inc. owns 43.5%; PCA Holdings LLC,
an unaffiliated limited liability company, owns 53.2%;
and PCA's management owns 3.3%)
American Cellulose Corporation (Delaware) ................................. 50
(Packaging Corporation of America owns 50%; and Larry
E. Homan, an unaffiliated individual, owns 50%)
Dahlonega Packaging Corporation (Delaware) ................................ 100
Dixie Container Corporation (Virginia) .................................... 100
PCA Hydro, Inc. (Delaware) ................................................ 100
PCA Tomahawk Corporation (Delaware) ....................................... 100
PCA Valdosta Corporation (Delaware) ....................................... 100
PCA Box Company (Delaware)(1) ................................................ 100
PCA Romania Srl (Romania) .................................................... 50
(Tenneco Packaging Inc. owns 50%; and Kraftcorr Inc.,
an unaffiliated company, owns 50%)
PCA West Inc. (Delaware) ..................................................... 100
Coast-Packaging Company (California General
Partnership) .............................................................. 50
(PCA West Inc. owns 50%, as General Partner; and J
G. Haddy Sales Company, an unaffiliated company,
owns 50%, as General Partner)
Pressware International, Inc. (Delaware) ..................................... 100
Revere Foil Containers, Inc. (Delaware) ...................................... 100
Scriptoria N.V. (Belgium) .................................................... 99.6
(Tenneco Packaging Inc. owns approximately 99.6%;
Tenneco Packaging International Holdings Inc. owns 18
shares; and the remainder of the shares are held by
unknown third parties)
Sentinel GmbH Verpackungen (Germany) ...................................... less than 1
(Scriptoria N.V. owns less than 1%; and Tenneco Packaging Inc.
owns less than 99%)
Sentinel GmbH Verpackungen (Germany) ......................................... 99
(Tenneco Packaging Inc. owns less than 99%; and Scriptoria N.V. owns
greater than 1%)
</TABLE>
- ---------
(1) in dissolution.
G-2
<PAGE> 93
<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC
Sentinel Polyolefins, L.L.C .................................................. 50%
(Tenneco Packaging Inc. owns 50%; and Sentinel Products
Corp., an unaffiliated company and its principals, own 50%)
Suncor, Inc. (South Carolina) ................................................ 100
Tenneco AVI Acquisition Inc. (Delaware) ...................................... 100
Tenneco Business Services Holdings Inc. (Delaware) ........................... 100
Tenneco Business Services Inc. (Delaware) ................................. 100
Tenneco CAP Acquisition Inc. (Delaware)(1) ................................... 100
Tenneco CPI Holding Company (Delaware) ....................................... 100
Tenneco Forest Products GmbH (Germany) ....................................... 100
PCA Embalajes Espana S.L. (Spain) ......................................... 99
(Tenneco Forest Products GmbH owns 99%; and
Tenneco Omni-Pac Ekco Verpackungsmittel GmbH & Co. ...................
KG owns 1%)
Tenneco International Business Development Limited
(Delaware) ................................................................ 100
Ambassador Packaging (Ireland) Limited (Ireland) .......................... 100
Tenneco International Finance B.V. (Netherlands) ............................. 100
Tenneco Management Company (Delaware) ........................................ 100
Tenneco NHC Inc. (Nevada) .................................................... 100
Tenneco Packaging -- Chile Holdings Inc. (Delaware) .......................... 100
Tenneco Packaging -- Chile S.A. (Chile) ................................... 100
Tenneco Packaging de Mexico, S.A. de C.V. (Mexico) ........................... 0.01
(Tenneco Packaging Inc. owns 1 share; and Tenneco
Packaging International Holdings Inc. owns 499,999
shares)
Tenneco Packaging Deutschland Holdinggesellschaft mbH
(Germany) ................................................................. 100
Kobusch Folien Verwaltungsgesellschaft mbH (Germany) ...................... 100
Tenneco Kobusch-Folien GmbH & Co. KG (Germany) ....................... 100
(Tenneco Packaging Deutschland
Holdinggesellschaft mbH is the Limited Partner;
and Kobusch-Folien Verwaltungsgesellschaft mbH
is the General Partner)
Kobusch Packaging Egypt Ltd. (Egypt) ............................... 0.25
(Tenneco Kobusch-Folien GmbH & Co. KG owns
0.25%; and Tenneco Packaging Inc. owns 99.75%)
Nord-West Verpackung Verwaltungsgesellschaft mbH
(Germany) ............................................................. 100
Tenneco Nord-West Verpackung GmbH & Co. KG
(Germany) ............................................................
(Tenneco Packaging Deutschland
Holdinggesellschaft mbH is the Limited Partner;
and Nord-West Verpackung
Verwaltungs-gesellschaft mbH is the General
Partner)
Nord-West Wohnungsbau GmbH (Germany) ............................... 100
Omni-Pac Ekco Verpackungsmittel Verwaltungsgesellschaft
mbH (Germany) ............................................................. 100
</TABLE>
- ---------
(1) in dissolution.
G-3
<PAGE> 94
<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC
SUBSIDIARIES OF TENNECO PACKAGING DEUTSCHLAND
HOLDINGGESELLSCHAFT MBH
SUBSIDIARIES OF OMNI-PAC EKCO VERPACKUNGSMITTEL
VERWALTUNGSGESELLSCHAFT MBH
Tenneco Omni-Pac Ekco Verpackungsmittel GmbH & Co. KG
(Germany) .............................................................. 100%
(Tenneco Packaging Deutschland Holdinggesellschaft
mbH is the Limited Partner; and Omni-Pac Ekco
Verpackungsmittel Verwaltungsgesellschaft mbH is
the General Partner)
Omni-Pac Poland Sp. z.o.o. (Poland) .................................. 100
PCA Embalajes Espana S.L. (Spain) .................................... 1
(Tenneco Omni-Pac Ekco Verpackungsmittel GmbH &
Co. KG owns 1%; and Tenneco Forest Products GmbH
owns 99%)
Omni-Pac Verpackungsmittel Verwaltungsgesellschaft
mbH .................................................................... 100
Tenneco Omni-Pac GmbH & Co. KG Verpackungsmittel
(Germany) ............................................................... 100
(Tenneco Packaging Deutschland Holdinggesellschaft
mbH is the Limited Partner; and Omni-Pac
Verpackungsmittel Verwaltungsgesellschaft mbH is
the General Partner)
Omni-Pac ApS (Denmark) ............................................... 100
Omni-Pac A.B. (Sweden) ............................................... 100
Omni-Pac S.A.R.L. (France) ........................................... 3
(Tenneco Omni-Pac GmbH & Co. KG
Verpackungsmittel owns 3%; and Tenneco Packaging
Inc. owns 97%)
Sengewald Verpackungen Verwaltungsgesellschaft mbH
(Germany) ............................................................... 100
Tenneco Sengewald Verpackungen GmbH & Co. KG
(Germany) ............................................................... 100
(Tenneco Packaging Deutschland Holdinggesellschaft
mbH is the Limited Partner; and Sengewald
Verpackung Verwaltungs-gesellschaft mbH is the
General Partner)
Sengewald Klinikprodukte Verpackungsmittel GmbH ......................... 100
Tenneco Sengewald Klinikprodukte GmbH & Co. KG
(Germany) .............................................................. 100
(Tenneco Packaging Deutschland Holdinggesellschaft
mbH is the Limited Partner; and Sengewald
Klinikprodukte Verwaltungs-gesellschaft mbH is the
General Partner)
Sengewald France S.A.R.L. (France)(1) ................................ 100
Tenneco Omni-Pac GmbH & Co. KG Verpackungsmittel
(Germany) .............................................................. 100
(Tenneco Packaging Deutschland Holdinggesellschaft
mbH is the Limited Partner; and Omni-Pac
Verpackungsmittel Verwaltungs-gesellschaft mbH is
the General Partner)
Tenneco Omni-Pac Ekco Verpackungsmittel GmbH & Co. KG
(Germany) .............................................................. 100
</TABLE>
G-4
<PAGE> 95
<TABLE>
<S> <C>
(Tenneco Packaging Deutschland Holdinggesellschaft
mbH is the Limited Partner; and Omni-Pac Ekco
Verpackungsmittel Verwaltungs-gesellschaft mbH is
the General Partner)
</TABLE>
- ----------
(1) In dissolution.
G-5
<PAGE> 96
<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC
SUBSIDIARIES OF TENNECO PACKAGING DEUTSCHLAND
HOLDINGGESELLSCHAFT MBH
Tenneco Sengewald Verpackungen GmbH & Co. KG
(Germany) ................................................................ 100%
(Tenneco Packaging Deutschland Holdinggesellschaft
mbH is the Limited Partner; and Sengewald
Verpackung Verwaltungs-gesellschaft mbH is the
General Partner)
Tenneco Kobusch-Folien GmbH & Co. KG (Germany) ............................ 100
(Tenneco Packaging Deutschland Holdinggesellschaft
mbH is the Limited Partner; and Kobusch-Folien
Verwaltungsgesellschaft mbH is the General
Partner)
Tenneco Nord-West Verpackung GmbH & Co. KG (Germany) ........................ 100
(Tenneco Packaging Deutschland Holdinggesellschaft
mbH is the Limited Partner; and Nord-West
Verpackung Verwaltungs-gesellschaft mbH is the
General Partner)
Tenneco Sengewald Klinikprodukte GmbH & Co. KG
(Germany) ............................................................... 100
(Tenneco Packaging Deutschland Holdinggesellschaft
mbH is the Limited Partner; and Sengewald
Klinikprodukte Verwaltungs-gesellschaft mbH is the
General Partner)
Tenneco Packaging Europe B.V. (Netherlands) .................................. 100
Nederlandse Pillo-Pak Maatschappij B.V ....................................
(Netherlands) ............................................................. 100
Tenneco Packaging Hexacomb S.A. (Spain) ...................................... 100
Tenneco Packaging Hungary Holdings Inc. (Delaware) ........................... 100
Tenneco Packaging Hungary Packaging Material Limited
(Hungary)(1) .............................................................. 100
Budafok Recycling Waste Paper Recovery Ltd. ...............................
(Hungary) ................................................................ 63.8
(Tenneco Packaging Hungary Packaging Material
Limited owns 63.8%; and Asco Hungaria Kft., an
unaffiliated company, owns 36.2%)
Tenneco Packaging International Holdings Inc. ................................
(Delaware) ................................................................ 100
Airpack SPA (Italy) ....................................................... 2
(Tenneco Packaging International Holdings Inc. .......................
owns 2%; and Tenneco Packaging Inc. owns 98%)
Scriptoria N.V. (Belgium) ................................................. less than 1
(Tenneco Packaging International Holdings Inc. .......................
owns less than 1% or 18 shares; Tenneco Packaging Inc. owns
approximately 99.6%; and the remainder of the shares
are held by unknown third parties)
Tenneco Packaging de Mexico, S.A. de C.V .................................. 99.99
(Tenneco Packaging International Holdings Inc. .......................
owns 499,999 shares; and Tenneco Packaging Inc. owns
1 share)
</TABLE>
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(1) This Company is commonly referred to as "Tenneco Packaging Hungary Kft."
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<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC.
SUBSIDIARIES OF TENNECO PACKAGING INTERNATIONAL HOLDINGS INC.
SUBSIDIARIES OF TENNECO PACKAGING DE MEXICO, S.A. DE C.V.
Empaques Protectores Tenneco S.A. de C.V. (Mexico) ...................... 40%
(Tenneco Packaging de Mexico, S.A. de C.V. owns 40%; non-affiliates
own 60%) Wellenfoam N.V. (Belgium) ...................................... less than 1
(Tenneco Packaging International Holdings Inc. owns
less than 1% or 1 share; and Tenneco Packaging Inc. owns 99+%)
Tenneco Packaging Leasing Company (Delaware) ............................ 100
Tenneco Packaging RSA Company (Delaware) ................................ 100
Tenneco PPI Company (Delaware) .......................................... 100
Tenneco Protective Packaging Inc. (Delaware) ............................ 100
AVI Technologies, Inc. (Delaware) ....................................... 100
Tenneco Retail Receivables Company (Delaware) ........................... 100
Tenneco Rochester Acquisition Inc. (Delaware)(1) ........................ 100
Tenneco Romania Holdings Inc. (Delaware) ................................ 100
Tenneco Forest Products S.A. (Romania) .................................. 100
(Shawn Kelly, Richard Bierlich, Robert Haught and
Brent Nyberg, all of whom are affiliated, each hold
share(s) of this company)
Tenneco Windsor Box & Display, Inc. (Delaware)(2) ............................ 100
The Baldwin Group, Ltd. (U.K.) ............................................... 100
Ambassador Packaging Ltd. (U.K.) .......................................... 100
Coastal Packaging Ltd. (U.K.) ........................................... 100
Prempack Limited (U.K.) ................................................. 100
R & H Robinson (Sheffield) Ltd. (U.K.) .................................. 100
Baldwin Packaging Limited (U.K.) .......................................... less than 1
(The Baldwin Group owns less than 1% or 1 share; J&W Baldwin
(Holdings) Ltd. owns 99.9%)
J&W Baldwin (Holdings) Ltd. (U.K.) ........................................ 100
Baldwin Packaging Limited (U.K.) ........................................ 99.9
(J&W Baldwin (Holdings) Ltd. owns 99.9%; and The
Baldwin Group owns less than 1% or 1 share)
Jiffy Rugated Products Limited (U.K.) ................................ 99.9
(Baldwin Packaging Limited owns 99.9%; and The
Baldwin Group owns less than 1% or 1 share)
J&W Baldwin (Manchester) Limited (U.K.) .............................. 99.9
(Baldwin Packaging Limited owns 99.9%; and The
Baldwin Group owns less than 1% or 1 share)
</TABLE>
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(1) In Dissolution.
(2) In Dissolution.
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<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC
SUBSIDIARIES OF THE BALDWIN GROUP, LTD
SUBSIDIARIES OF J&W BALDWIN (HOLDINGS) LTD
Jifcour (UK) Limited (U.K.) ............................................. 99.9%
(J&W Baldwin (Holdings) Ltd. owns 99.9%; and The
Baldwin Group, Ltd. owns less than 1% or 1 share)
Jiffy Packaging Company Ltd. (U.K.) ..................................... 99.9
(J&W Baldwin (Holdings) Ltd. owns 99.9%; and The
Baldwin Group, Ltd. owns less than 1% or 1 share)
Pentland Packaging Limited (Scotland) ................................... 99.9
(J&W Baldwin (Holdings) Ltd. owns 99.9%; and The
Baldwin Group, Ltd. owns less than 1% or 1 share)
J&W Baldwin (Manchester) Limited (U.K.) ................................... less than 1
(The Baldwin Group, Ltd. owns less than 1% or 1 share and
Baldwin Packaging Limited owns 99.9%)
Jifcour (UK) Limited (U.K.) ............................................... less than 1
(The Baldwin Group, Ltd. owns less than 1% or 1 share and J&W
Baldwin (Holdings) Ltd. owns 99.9%)
Jiffy Packaging Company Ltd. (U.K.) ....................................... less than 1
(The Baldwin Group, Ltd. owns less than 1% or 1 share; and J&W
Baldwin (Holdings) Ltd. owns 99.9%)
Jiffy Rugated Products Limited (U.K.) ..................................... less than 1
(The Baldwin Group, Ltd. owns less than 1% or 1 share; and
Baldwin Packaging Limited owns 99.9%)
Omni-Pac U.K. Limited (United Kingdom) .................................... 100
Pentland Packaging Limited (Scotland) ..................................... less than 1
(The Baldwin Group, Ltd. owns less than 1% or 1 share; and J&W
Baldwin (Holdings) Ltd. owns 99.9%)
Tenneco Packaging Limited (Scotland) ...................................... 100
Alpha Products (Bristol) Limited (United Kingdom) ....................... 100
Brucefield Plastics Limited (Scotland) .................................. 100
Polbeth Packaging (Corby) Limited (Scotland) ............................ 100
Tenneco Packaging (Caerphilly) Limited (United
Kingdom) ............................................................... 100
Tenneco Packaging (Films) Limited (United Kingdom) ...................... 100
Tenneco Packaging (Livingston) Limited (Scotland) ....................... 100
Tenneco Packaging (Stanley) Limited (United
Kingdom) ............................................................... 100
Tenneco Packaging (UK) Limited (United Kingdom) ........................... 100
The Corinth and Counce Railroad Company (Mississippi) ........................ 100
Valdosta Southern Railroad Company (Florida) .............................. 100
798795 Ontario Limited (Ontario) ............................................. 100
Astro-Valcour, Ltd. (Ontario) ............................................. 100
Tenneco Packaging Canada Inc. (Ontario) ................................... 100
Tenneco Packaging-- Hexacomb Limited (Ontario) ............................ 100
Shearmat Structures Ltd. (Manitoba) ..................................... 100
SUBSIDIARIES OF TENNECO PACKAGING INC ..........................................
Wellenfoam N.V. (Belgium) .................................................... 99.9%
</TABLE>
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<TABLE>
<S> <C>
(Tenneco Packaging Inc. owns 99.9%; and Tenneco
Packaging International Holdings Inc. owns less than 1% or 1
share)
Wood Products Leasing Company (Delaware) ..................................... 100
Zhejing Zhongbao Packaging (Peoples Republic of China) ....................... 62.5
(Tenneco Packaging Inc. owns 62.5%; and non-affiliates
own 37.5%)
</TABLE>
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EXHIBIT H
FORM OF
TAX SHARING AGREEMENT
This Tax Sharing Agreement is entered into as of November 3, 1999, by and
between Tenneco Inc., a Delaware corporation, to be renamed Tenneco Automotive
Inc. ("Tenneco"), and Tenneco Packaging Inc., a Delaware corporation ("Packaging
Company"). Tenneco and Packaging Company are sometimes collectively referred to
herein as the "Companies." Capitalized terms used in this Agreement are defined
in Section 1 below. Unless otherwise indicated, all "Section" references in this
Agreement are to sections of this Agreement.
RECITALS
WHEREAS, as of the date hereof, Tenneco is the common parent of an
affiliated group of corporations, including Packaging Company, which has elected
to file consolidated Federal income tax returns; and
WHEREAS, the Companies have entered into a Distribution Agreement setting
forth the corporate transactions pursuant to which Tenneco will distribute all
of the outstanding shares of common stock of Packaging Company to Tenneco
shareholders in a transaction intended to qualify as a tax-free distribution
under Section 355 of the Code; and
WHEREAS, as a result of the Distribution, Packaging Company and its
subsidiaries will cease to be members of the affiliated group of which Tenneco
is the common parent, effective as of the Distribution Date; and
WHEREAS, the Companies desire to provide for and agree upon the
allocation between the parties of liabilities for Taxes arising prior to, as a
result of, and subsequent to the transactions contemplated by the Distribution
Agreement, and to provide for and agree upon other matters relating to Taxes;
NOW THEREFORE, in consideration of the mutual agreements contained
herein, the Companies hereby agree as follows:
SECTION 1. DEFINITION OF TERMS. For purposes of this Agreement (including
the recitals hereof), the following terms have the following meanings:
"ACCOUNTING CUTOFF DATE" means, with respect to Packaging Company, any
date as of the end of which there is a closing of the financial accounting
records for such entity.
"ACCOUNTING FIRM" shall have the meaning provided in Section 15.
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"ADJUSTMENT REQUEST" means any formal or informal claim or request filed
with any Tax Authority, or with any administrative agency or court, for the
adjustment, refund, or credit of Taxes, including (a) any amended Tax Return
claiming adjustment to the Taxes as reported on the Tax Return or, if
applicable, as previously adjusted, or (b) any claim for refund or credit of
Taxes previously paid.
"AFFILIATE" means any entity that directly or indirectly is "controlled"
by the person or entity in question. For purposes of this Agreement, "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through
ownership of voting securities, by contract or otherwise. Except as otherwise
provided herein, the term Affiliate shall refer to Affiliates of a person as
determined immediately after the Distribution.
"AGREEMENT" shall mean this Tax Sharing Agreement.
"AVAILABLE OTHER GROUP CARRYBACK" shall have the meaning provided in
Section 4.07(c)(ii).
"BENCHMARK INCOME (OR LOSS) ALLOCATION" shall have the meaning provided
in Section 2.02(a)(ii).
"BENCHMARK 1997 LOSS CARRYFORWARD ALLOCATION" shall have the meaning
provided in Section 2.02(a)(iii).
"BENCHMARK 1998 LOSS CARRYFORWARD ALLOCATION" shall have the meaning
provided in Section 2.02(a)(iii).
"BENCHMARK PERIOD" shall have the meaning provided in Section
2.02(a)(ii).
"CARRYBACK" means any net operating loss, net capital loss, excess tax
credit, or other similar Tax item which may or must be carried from one Tax
Period to another Tax Period under the Code or other applicable Tax Law.
"CARRYBACK GROUP" shall have the meaning provided in Section 4.07(c)(ii).
"CODE" means the U.S. Internal Revenue Code of 1986, as amended, or any
successor law.
"COMPANIES" means Tenneco and Packaging Company collectively, and
"COMPANY" means any one of Tenneco or Packaging Company.
"CONSOLIDATED OR COMBINED INCOME TAX" means any Income Tax computed by
reference to the assets and activities of members of more than one Group.
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"CONSOLIDATED OR COMBINED STATE INCOME TAX" means any State Income Tax
computed by reference to the assets and activities of members of more than one
Group.
"CONSOLIDATED TAX LIABILITY" means, with respect to any Tenneco Federal
Consolidated Return, the "tax liability of the group" as that term is used in
Treasury Regulation Section 1.1552-1(a)(1) (including applicable interest,
additions to tax, additional amounts and penalties as provided in the Code),
provided, that such tax liability shall be treated as including any alternative
minimum tax liability under Code Section 55.
"CORPORATE RESTRUCTURING TRANSACTIONS" shall have the meaning provided in
the Distribution Agreement.
"DEBT REALIGNMENT" shall have the meaning provided in the Distribution
Agreement.
"DISTRIBUTION AGREEMENT" means the Distribution Agreement, dated as of
November 3, 1999, between Tenneco and Packaging Company, as amended from time to
time, setting forth the corporate transactions required to effect the
distribution to Tenneco shareholders of all of the outstanding stock of
Packaging Company owned by Tenneco, and to which this Tax Sharing Agreement is
attached as an exhibit.
"DISTRIBUTION DATE" means the Distribution Date as that term is defined
in the Distribution Agreement.
"DISTRIBUTION" shall have the meaning provided in the Distribution
Agreement.
"ESTIMATED TAX PAYMENTS" shall have the meaning provided in Section
2.03(a)(ii)(B).
"FEDERAL INCOME TAX" means any Tax imposed by Subtitle A (Income Taxes)
or F (Procedure and Administration) of the Code.
"FINAL INCOME OR LOSS ALLOCATION" shall have the meaning provided in
Section 2.02(a)(iv).
"FINAL 1997 LOSS CARRYFORWARD ALLOCATION" shall have the meaning provided
in Section 2.02(a)(v).
"FINAL 1998 LOSS CARRYFORWARD ALLOCATION" shall have the meaning provided
in Section 2.02(a)(v).
"FOREIGN INCOME TAX" means any Tax imposed by any foreign country or any
possession of the United States, or by any political subdivision of any foreign
country or United States possession, which is an income tax as defined in
Treasury Regulation Section 1.901-2.
"GERMAN RESTRUCTURING TRANSACTIONS" shall have the meaning provided in
Section 2.04(b).
"GROUP" means the Tenneco Group and the Packaging Group, as the context
requires.
"HYPOTHETICAL STATE TAX LIABILITY" shall have the meaning provided in
Section 2.03(a)(ii)(A).
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"INCOME TAX" means any Federal Income Tax, State Income Tax, or Foreign
Income Tax.
"IRS RULING LETTER" shall have the meaning provided in the Distribution
Agreement.
"JOINT ADJUSTMENT" means any proposed adjustment by a Tax Authority or
claim for refund asserted in a Tax Contest which is neither a Tenneco Adjustment
nor a Packaging Adjustment.
"OLD TENNECO" shall have the meaning provided in Section 2.06(a)
"OTHER GROUP" shall have the meaning provided in Section 4.07(c)(ii).
"PACKAGING ADJUSTMENT" means any proposed adjustment by a Tax Authority
or claim for refund asserted in a Tax Contest to the extent Packaging Company
would be exclusively liable for any resulting Tax under this Agreement and
exclusively entitled to receive any resulting Tax Benefit under this Agreement.
"PACKAGING COMPANY" means Tenneco Packaging Inc., a Delaware corporation,
and any successor.
"PACKAGING GROUP" means Packaging Company and its Affiliates as
determined immediately after the Distribution, modified as provided in Section
18.
"PACKAGING GROUP PRIOR STATE TAX LIABILITY" shall have the meaning
provided in Section 2.03(b)(i)(B).
"PACKAGING GROUP RECOMPUTED STATE TAX LIABILITY" shall have the meaning
provided in Section 2.03(b)(i)(A).
"PAYMENT DATE" means (i) with respect to any Tenneco Federal Consolidated
Return, the due date for any required installment of estimated taxes determined
under Code Section 6655, the due date (determined without regard to extensions)
for filing the return determined under Code Section 6072, and the date the
return is filed, and (ii) with respect to any Tax Return for any Consolidated or
Combined State Income Tax, the corresponding dates determined under the
applicable Tax Law.
"POST-DISTRIBUTION PERIOD" means any Tax Period beginning after the
Distribution Date, and, in the case of any Straddle Period, the portion of such
Straddle Period beginning the day after the Distribution Date.
"POST-DISTRIBUTION STATE INCOME TAX RETURN" means any State Income Tax
Return for the Tax Period ended December 31, 1999.
"PRE-DISTRIBUTION PERIOD" means any Tax Period ending on or before the
Distribution Date, and, in the case of any Straddle Period, the portion of such
Straddle Period ending on the Distribution Date.
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"PRIME RATE" means the base rate on corporate loans charged by Citibank,
N.A., New York, New York from time to time, compounded daily on the basis of a
year of 365 or 366 (as applicable) days and actual days elapsed.
"PRIOR INTERCOMPANY TAX ALLOCATION AGREEMENTS" means any written or oral
agreement or any other arrangements relating to allocation of Taxes existing
between or among the Tenneco Group and the Packaging Group as of the
Distribution Date (other than this Agreement and other than any such agreement
or arrangement between or among persons who are members of a single Group).
"PROHIBITED ACTION" shall have the meaning provided in Section 11.
"RESPONSIBLE COMPANY" means, with respect to any Tax Return, the Company
having responsibility for preparing and filing such Tax Return under this
Agreement.
"RESTRUCTURING TAX" means the Taxes described in Sections 2.05(a)(i) or
2.05(a)(ii) (relating to Tax resulting from any income or gain recognized as a
result of the Transactions but excluding any Transfer Taxes described in Section
2.05).
"RULING REQUEST" means the letter filed by Tenneco with the Internal
Revenue Service dated April 30, 1999, requesting a ruling from the Internal
Revenue Service regarding certain Federal Income Tax consequences of the
Transactions (including all attachments, exhibits, and other materials submitted
with such ruling request letter) and any amendment or supplement to such ruling
request letter.
"SEPARATE COMPANY TAX" means any Tax computed by reference to the assets
and activities of a member or members of a single Group.
"SEPARATE COMPANY STATE INCOME TAX" means any State Income Tax that is a
Separate Company Tax.
"STRADDLE PERIOD" means any Tax Period that begins on or before and ends
after the Distribution Date.
"STATE INCOME TAX" means any Tax imposed by any State of the United
States or by any political subdivision of any such State which is imposed on or
measured by net income, including state and local franchise or similar Taxes
measured by net income (including, without limitation, any Tax which is measured
by the higher of capital or net income (e.g., Ohio Rev. Code Ann.
Title 57, sec.5733, Corporate Franchise Tax)).
"TAX" or "TAXES" means any income, gross income, gross receipts, profits,
capital stock, franchise, withholding, payroll, social security, workers
compensation, unemployment, disability, property, ad valorem, stamp, excise,
severance, occupation, service, sales, use, license, lease, transfer, import,
export, value added, alternative minimum, estimated or other similar tax
(including any fee, assessment, or other charge in the nature of or in lieu of
any tax) imposed by any governmental entity or political subdivision thereof,
and any interest, penalties, additions to tax, or
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additional amounts in respect of the foregoing.
"TAX AUTHORITY" means, with respect to any Tax, the governmental entity
or political subdivision thereof that imposes such Tax, and the agency (if any)
charged with the collection of such Tax for such entity or subdivision.
"TAX BENEFIT" means any refund, credit, or other reduction in otherwise
required Tax payments (including any reduction in estimated Tax payments).
"TAX CONTEST" means an audit, review, examination, or any other
administrative or judicial proceeding with the purpose or effect of
redetermining Taxes of any of the Companies or their Affiliates (including any
administrative or judicial review of any claim for refund) for any Tax Period
ending on or before the Distribution Date or for any Straddle Period.
"TAX CONTEST COMMITTEE" shall have the meaning provided in Section
9.02(b).
"TAX ITEM" means, with respect to any Income Tax, any item of income,
gain, loss, deduction, and credit.
"TAX LAW" means the law of any governmental entity or political
subdivision thereof relating to any Tax.
"TAX PERIOD" means, with respect to any Tax, the period for which the Tax
is reported as provided under the Code or other applicable Tax Law.
"TAX RECORDS" means Tax Returns, Tax Return work papers, documentation
relating to any Tax Contests, and any other books of account or records required
to be maintained under the Code or other applicable Tax Laws or under any record
retention agreement with any Tax Authority.
"TAX RETURN" means any report of Taxes due, any claims for refund of
Taxes paid, any information return with respect to Taxes, or any other similar
report, statement, declaration, or document required to be filed under the Code
or other Tax Law, including any attachments, exhibits, or other materials
submitted with any of the foregoing, and including any amendments or supplements
to any of the foregoing.
"TENNECO" means Tenneco Inc., a Delaware corporation, and any successor.
"TENNECO ADJUSTMENT" means any proposed adjustment by a Tax Authority or
claim for refund asserted in a Tax Contest to the extent Tenneco would be
exclusively liable for any resulting Tax under this Agreement and exclusively
entitled to receive any resulting Tax Benefit under this Agreement.
"TENNECO AFFILIATED GROUP" means the affiliated group (as that term is
defined in Code Section 1504) that includes Tenneco as the common parent and
includes any member of the Packaging Group.
"TENNECO FEDERAL CONSOLIDATED RETURN" means any United States federal Tax
Return for the Tenneco Affiliated Group.
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"TENNECO GROUP" means Tenneco and its Affiliates excluding any entity
that is a member of the Packaging Group.
"TRANSACTIONS" means the transactions contemplated by the Distribution
Agreement (including the Corporate Restructuring Transactions, Debt Realignment
and Distribution, as defined in such agreement).
"TRANSFER TAXES" means all Taxes (other than Taxes imposed on income or
gains) incurred or imposed by reason of the sale, assignment or transfer of
title of the applicable property, regardless of upon whom such Taxes are levied
or imposed by the applicable Tax Law, including sales, use, value-added, excise,
stock transfer, real estate transfer, lease assignment, transfer gains tax,
stamp, documentary, filing, recording, permit, license, authorization,
intangible and similar Taxes.
"TRUE-UP AMOUNT" shall have the meaning provided in Section 2.02(a)(vi).
"TREASURY REGULATIONS" means the regulations promulgated from time to
time under the Code as in effect for the relevant Tax Period.
"UK RESTRUCTURING TRANSACTIONS" shall have the meaning provided in
Section 2.04(c).
"1996 SPIN-OFF TAX SHARING AGREEMENT" shall have the meaning provided in
Section 2.06(a).
"1997 LOSS CARRYFORWARD" shall have the meaning provided in Section
2.02(a)(i).
"1998 LOSS CARRYFORWARD" shall have the meaning provided in Section
2.02(a)(i).
"1999 TAX PERIOD" shall have the meaning provided in Section 2.02(a).
For purposes of this Agreement, any reference to "including" shall
be deemed to mean "including, without limitation."
SECTION 2. ALLOCATION OF TAX LIABILITIES. The provisions of this
Section 2 are intended to determine each Company's liability for Taxes with
respect to Pre-Distribution Periods. Once the liability has been determined
under this Section 2, Section 5 determines the time when payment of the
liability is to be made, and whether the payment is to be made to the Tax
Authority directly or to another Company.
2.01 General Rule.
1. Tenneco Liability. Tenneco shall be liable for all Taxes not
specifically allocated to Packaging Company under this Section 2. Tenneco
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shall indemnify and hold harmless the Packaging Group from and against any
liability for Taxes for which Tenneco is liable under this Section 2.01(a).
2. Packaging Company Liability. Packaging Company shall be
liable for, and shall indemnify and hold harmless the Tenneco Group from and
against any liability for, Taxes which are allocated to Packaging Company under
this Section 2.
2.02 Allocation of United States Federal Income Tax. Except as provided
in Sections 2.05 and 2.06:
(a) Allocation of Tax and Tax Attributes Relating to the 1999 Tax Period.
With respect to the Tenneco Federal Consolidated Return for the tax period
ending December 31, 1999 (the "1999 Tax Period"), the allocation and use of net
operating loss carryforwards and current year losses, and the allocation of
Consolidated Tax Liability, if any, shall be made as follows:
(i) STEP ONE. The net operating losses attributable to the tax
period ended December 31, 1997 (the "1997 Loss Carryforward") and the net
operating losses attributable to the tax period ended December 31, 1998 (the
"1998 Loss Carryforward") shall be allocated between the Tenneco Group and
Packaging Group based upon the legal entities that incurred such losses
(treating the income of any member of the Tenneco Affiliated Group for the
relevant tax period as reducing the losses of each legal entity included in the
Tenneco Affiliated Group on a pro rata basis in accordance with Treasury
Regulation ss. 1.1502-21(b)(2).
(ii) STEP TWO. The taxable income (or loss) of each of the Tenneco
Group and Packaging Group for the portion of the 1999 Tax Period ending on
September 30, 1999 (the "Benchmark Period") shall be computed (the "Benchmark
Income (or Loss) Allocation") subject to adjustment for material divestments,
the costs of the Debt Realignment, and similar items.
(iii) STEP THREE. The taxable losses, if any, incurred by any
member of the Tenneco Affiliated Group for the Benchmark Period shall be deemed
to be utilized first to offset the taxable income, if any, of each other member
of the Tenneco Affiliated Group for such tax period (which losses shall be
deemed to be utilized by such members on a pro rata basis). Next, the 1997 Loss
Carryforward shall be deemed to be utilized, on a pro rata basis, to offset the
taxable income of each member of the Tenneco Affiliated Group. Finally, to the
extent the taxable income for such period exceeds the losses for such period and
the 1997 Loss Carryforward, the 1998 Loss Carryforward shall be deemed to be
utilized, on a pro rata basis, to offset the remaining taxable income of each
member of the Tenneco Affiliated Group. Neither Tenneco nor Packaging Company
shall have any obligation to pay or reimburse the other party for utilization of
such party's net operating losses under this Step Three. Each Group's allocable
share of the 1997 Loss Carryforward and 1998 Loss Carryforward following the
utilization of losses described in this Step Three shall be referred to as such
Group's "Benchmark 1997 Loss Carryforward Allocation" and "Benchmark 1998 Loss
Carryforward Allocation," respectively. In the event the 1997 Loss Carryforward
and 1998 Loss Carryforward are fully utilized, the Benchmark 1997 Loss
Carryforward Allocation and the Benchmark 1998 Loss Carryforward Allocation
shall be deemed to equal zero.
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In the event the Tax Return for the tax period ended December 31,
1998 has not been filed at the time the Benchmark 1997 and Benchmark 1998 Loss
Carryforward Allocations are made pursuant to Step Three, the parties shall use
an agreed upon estimate of the net operating losses for the tax period ended
December 31, 1998, and within 30 days of the filing the Tax Return for such tax
period, the Benchmark 1997 Loss Carryforward Allocation and Benchmark 1998 Loss
Carryforward Allocation shall be redetermined. In the case of such
redetermination if Packaging Company's Benchmark 1997 Loss Carryforward
Allocation or Benchmark 1998 Loss Carryforward Allocation, as redetermined,
exceeds the amount of such allocation as initially determined under Step Three,
Packaging Company shall pay to Tenneco an amount equal to such excess multiplied
by 35%, and if Packaging Company's Benchmark 1997 Loss Carryforward Allocation
or Benchmark 1998 Loss Carryforward Allocation, as redetermined, is less than
Packaging Company's Benchmark 1997 Loss Carryforward Allocation or Benchmark
1998 Loss Carryforward Allocation, Tenneco shall pay to Packaging Company an
amount equal to such difference multiplied by 35%.
(iv) STEP FOUR. The taxable income (or loss) of each of the
Tenneco Group and the Packaging Group for the 1999 Tax Period shall be computed
(in the same manner as described in Step Two) based on the Tax Return as filed
for such tax period (the "Final Income or Loss Allocation").
(v) STEP FIVE. Based on the Tax Return as filed for the 1999 Tax
Period, the taxable losses, if any incurred by any member of the Tenneco Group
or Packaging Group for such period shall be deemed to be utilized first to
offset the taxable income, if any, of each other member of the Tenneco
Affiliated Group for such period (which losses shall be deemed to be utilized by
such members on a pro rata basis). Next, the 1997 Loss Carryforward shall be
deemed to be utilized, on a pro rata basis, to offset the taxable income of each
member of the Tenneco Affiliated Group. Finally, to the extent the taxable
income for such period exceeds the losses for the current period and the 1997
Loss Carryforward, the 1998 Loss Carryforward shall be deemed to be utilized, on
a pro rata basis, to offset the remaining taxable income of each member of the
Tenneco Affiliated Group. Each Group's allocable share of the 1997 Loss
Carryforward and 1998 Loss Carryforward following the utilization of losses
described in this Step Five shall be referred to as the "Final 1997 Loss
Carryforward Allocation" and "Final 1998 Loss Carryforward Allocation,"
respectively.
(vi) STEP SIX. Within sixty (60) days of filing the Tenneco
Federal Consolidated Tax Return for the 1999 Tax Period, the Packaging Group
shall compute the "True-Up Amount," which amount shall equal (I) the sum of (A)
the Packaging Group's' Final Income (or Loss) Allocation less the Packaging
Group's Benchmark Income or (Loss) Allocation (any loss allocation shall be
treated as a negative number for purposes of this computation) plus (B) the
Packaging Group's Final 1997 Loss Carryforward less the Packaging Group's
Benchmark 1997 Loss Carryforward (as redetermined under Step Three, if
applicable), plus (C) the Packaging Group's Final 1998 Loss Carryforward less
the Packaging Group's Benchmark 1998 Carryforward (as redetermined under Step
Three, if applicable), multiplied by (II) 35%.
(vii) STEP SEVEN. In the event the Packaging Group's True-Up
Amount is positive, Packaging Company shall pay such amount to Tenneco, and in
the event the Packaging Group's True-Up Amount is negative, Tenneco shall pay
such amount to Packaging Company.
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Schedule A attached hereto sets forth the parties' agreement as to
the determinations required under Steps One, Two and Three of this Section
2.02(a). Schedule B attached hereto provides an example of the manner in which
Steps Four, Five and Six are to be computed. The actual determination required
to be made under Steps Four, Five and Six will be based on the information
contained on the Tax Return as filed for the 1999 Tax Period.
(b) Allocation of Tenneco Federal Consolidated Return Tax
Adjustments. If there is any adjustment to the reported Tax liability with
respect to any Tenneco Federal Consolidated Return, or to such Tax liability as
previously adjusted, Packaging Company shall be liable to Tenneco for the excess
(if any) of--
(i) the Consolidated Tax Liability of the Packaging Group
computed as if all members of the Packaging Group included in the Tax
Return had filed a consolidated Tax Return for such members based on the
Tax Items of such members as so adjusted (the "Packaging Group Recomputed
Federal Tax Liability"); over
(ii) the Consolidated Tax Liability of the Packaging Group
computed as if such members of the Packaging Group had filed a
consolidated Tax Return for such members based on the Tax Items of such
members as reported (or, if applicable, as previously adjusted) (the
"Packaging Group Prior Federal Tax Liability"). Solely with respect to
the Tenneco Federal Consolidated Return for the 1999 Tax Period, the
Packaging Group Prior Federal Tax Liability with respect to such Tax
Return shall equal the Consolidated Tax Liability allocable to the
Packaging Group with respect to such Tax Return under Section 2.02(a)
hereof.
If the Packaging Group Prior Federal Tax Liability exceeds the Packaging Group
Recomputed Federal Tax Liability, Tenneco shall be liable to Packaging Company
for such excess. For purposes of this Section 2.02(b), if the Packaging Group
has a net operating loss after taking into account the adjustments allocable to
such Group, the Recomputed Federal Tax Liability of the Group shall be less than
zero to the extent such net operating loss produces a Tax Benefit in
consolidation for the applicable taxable year (which shall be determined
applying the principles of Section 4.07(c)(ii)). For example, if the Packaging
Group's Prior Federal Tax Liability for Year X was $50 and taking into account
all adjustments for Year X, Packaging Group has a net operating loss of $40
resulting in a Tax Benefit of $14 (determined by computing the Consolidated Tax
Liability for such Tax Period with and without the net operating loss), then the
Packaging Group's Recomputed Federal Tax Liability for Year X would be negative
$14, and Tenneco would be liable to Packaging Company in the amount of $64, i.e.
($50 - (-$14)).
(c) Allocation of AMT Credits. Notwithstanding anything to
the contrary herein, the parties hereby agree that Packaging Company shall be
allocated the entire amount of the alternative minimum tax credits (as defined
in Section 53 of the Code) arising from the imposition of alternative minimum
tax (as defined in Section 55 of the Code) (i) with respect to Tenneco's tax
periods ending on or before December 31, 1999 and (ii) with respect to El Paso's
tax years ended December 31, 1993, December 31, 1994 and December 31, 1995 and
allocable to Tenneco under the letter agreement between Tenneco and El Paso
Natural Gas Company dated October 18, 1999 (collectively, the "AMT Credits").
Tenneco and Packaging Company agree that this allocation is
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equitable since the alternative minimum taxable income in the foregoing tax
periods is attributable to the Packaging Group. In the event there is a
determination by an applicable Tax Authority that the AMT Credits are not
allocable to Packaging and are allocable to Tenneco, Tenneco shall reimburse
Packaging for the AMT Credits allocated to Tenneco when, and to the extent that,
such credits are utilized to reduce Taxes on a Federal Income Tax Return of
Tenneco.
2.03 Allocation of State Income Taxes. Except as provided in
Sections 2.04, 2.05 and 6.03, State Income Taxes shall be allocated as follows:
(a) Allocation of State Income Tax Liabilities for Post-Distribution
State Income Tax Returns.
(i) Separate Company Taxes. In the case of any Separate Company State
Income Tax with respect to a Post-Distribution State Income Tax Return,
Packaging Company shall be liable for such Tax imposed on any members of the
Packaging Group.
(ii) Consolidated or Combined State Income Taxes. In the case of any
Consolidated or Combined State Income Tax with respect to a Post-Distribution
State Income Tax Return, the Consolidated or Combined State Income Tax liability
shall be allocated between the Tenneco Group and the Packaging Group as follows:
(A) Each Group shall compute its "Hypothetical State Tax Liability,"
which shall equal the State Income Tax liability of such Group (which number
shall be deemed to be zero if such Group has net operating losses for such Tax
Period), computed as if all members of such Group included in the computation of
such Tax had filed a consolidated or combined Tax Return for such Group's
members based on the income, apportionment factors, and other items of such
members.
(B) In the event the Estimated Tax Payments (as defined below) exceed, or
are less than, the actual State Income Tax liability shown on the Consolidated
and Combined State Income Tax Return such excess or deficit, as the case may be,
shall be shared by the Tenneco Group and the Packaging Group. Each Group's share
shall be determined by multiplying such excess or deficit by a fraction, (a) the
numerator of which is the Hypothetical State Tax Liability of such Group, and
(b) the denominator of which is the sum of the Hypothetical State Tax Liability
of the Tenneco Group and the Packaging Group, with appropriate payments being
made by Packaging Company to Tenneco, or by Tenneco to Packaging Company, to
achieve the appropriate sharing of such excess or deficit. The term "Estimated
Tax Payments" shall mean any and all estimated payments made in connection with
the Combined or Consolidated State Income Tax Return filed for such Tax Period;
provided, however, such amount shall (i) exclude any estimated Tax payments made
after the Distribution Date, (ii) include any overpayments of Combined or
Consolidated State Income Tax for any prior Tax Periods which are carried
forward and applied as payments on the Combined or Consolidated State Income Tax
Returns for the applicable Tax Period, and (iii) include any extension payments
paid by Packaging Company for the Combined or Consolidated State Income Tax
Return filed for such Tax period.
(iii) Post-Distribution Estimated Tax and Extension Payments.
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Notwithstanding anything to the contrary in the foregoing, in the case of both
Separate Company Taxes and Consolidated or Combined Income Taxes, Packaging
Company shall pay to the appropriate State Tax Authority any estimated Taxes
with respect to the Tax Period ended December 31, 1999 due after the
Distribution Date. Packaging Company shall also pay to the appropriate State Tax
Authority any extension payments for Consolidated or Combined State Income
Taxes, and Separate Company Taxes imposed on members of Packaging Group, with
respect to the Tax Period ended December 31, 1999 due after the Distribution
Date. Tenneco shall reimburse Packaging Company for (i) any estimated Tax
payments made by Packaging Company after the Distribution Date with respect to
Separate Company Taxes imposed on members of the Tenneco Group and (ii) any and
all estimated Tax payments made by Packaging Company after the Distribution Date
with respect to any Consolidated or Combined State Income Tax. Tenneco shall be
responsible for payment of any extension payments for Separate Company Taxes
imposed on members of the Tenneco Group with respect to the Tax Period ended
December 31, 1999, due after the Distribution Date.
(b) Allocation of State Income Tax Adjustments.
(i) Combined or Consolidated State Income Tax Adjustments. If there is
any adjustment to the amount of Consolidated or Combined State Income Tax
reported on any Tax Return (or as previously adjusted), the liability of
the Packaging Group shall be recomputed as provided in this subparagraph.
Packaging Company shall be liable to Tenneco for the excess (if any) of--
(A) the State Income Tax liability computed as if all
members of the Packaging Group included in the Tax Return had
filed a consolidated or combined Tax Return for such members based
on the income, apportionment factors, and other items of such
members as so adjusted (the "Packaging Group Recomputed State Tax
Liability"); over
(B) the State Income Tax liability computed as if
such members of the Packaging Group had filed a consolidated or
combined Tax Return for such members based on the income,
apportionment factors, and other items of such members as reported
(or, if applicable, as previously adjusted) (the "Packaging Group
Prior State Tax Liability").
If the Packaging Group Prior State Tax Liability exceeds the Packaging
Group Recomputed State Tax Liability, Tenneco shall be liable to
Packaging Company for such excess. For purposes of this paragraph, (i) if
the Packaging Group has a net operating loss after taking into account
the adjustments allowable to such Group, the Packaging Group Recomputed
State Tax Liability shall be less than zero to the extent such net
operating loss produces a Tax Benefit for purposes of the applicable
Consolidated or Combined State Income Tax and (ii) the determination and
payment of estimated Taxes (including the determination and payment of
any Tax required to be paid with a request for an extension of time to
file a Tax Return) shall not be treated as an adjustment to the related
Consolidated or Combined State Income Tax.
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(ii) Separate Company Taxes. In the case of any adjustment to the amount
of a Separate Company Tax Liability, Packaging Company shall be liable
for such Tax imposed on members of the Packaging Group, and Tenneco shall
be liable for such Tax imposed on members of the Tenneco Group.
2.04 Allocation of Other Taxes.
(a) General. Except as provided in Section 2.04 (b) and (c) and
Section 2.05, all Taxes other than those specifically allocated pursuant to
Sections 2.02 and 2.03 shall be allocated based on the legal entity on which the
legal incidence of the Tax is imposed (provided, however, that in the event the
legal entity on which the legal incidence of the tax is imposed is a member of a
group including members of both the Packaging Group and Tenneco Group, the tax
shall be allocated between the Tenneco Group and Packaging Group based on each
Group's respective share of the taxable income giving rise to such Tax. As
between the parties to this Agreement, Packaging Company shall be liable for all
Taxes imposed on any member of the Packaging Group. The Companies believe that
there is no Tax not specifically allocated pursuant to Sections 2.02 and 2.03
which is legally imposed on more than one legal entity (e.g., joint and several
liability); however, if there is any such Tax, it shall be allocated in
accordance with past practices as reasonably determined by the affected
Companies, or in the absence of such practices, in accordance with any
allocation method agreed upon by the affected Companies.
(b) German Restructuring. Notwithstanding anything to the contrary
in this Agreement, with respect to the Corporate Restructuring Transactions
involving the restructuring of the German entities (i.e., the members of the
Tenneco Affiliated Group organized under the laws of Germany) (the "German
Restructuring Transactions"), the parties agree as follows:
(i) Packaging Company shall be liable for any and all
Transfer Taxes incurred as a result of the German
Restructuring Transactions.
(ii) Tenneco Deutschland Holdinggesellschaft mBH's ("Tenneco
Deutschland") German Tax losses shall be utilized to the
fullest extent permitted under German Tax Law to offset
income realized in connection with the German Restructuring
Transactions and Packaging Company shall have no obligation
to reimburse or otherwise compensate Tenneco for the use of
such Tax losses; provided, however, that (X) in the event
the German Tax Authority makes a final determination that
the income realized in connection with the German
Restructuring Transactions is greater than the amount
reported on the Tax Return as originally filed, Packaging
Company shall pay to Tenneco Deutschland an amount equal to
the additional German Tax loss used to offset Tenneco
Deutschland's increased income multiplied by the applicable
German Tax rate, and (Y) in the event the German Tax
Authority makes a final determination that the income
realized in connection with the German Restructuring
Transactions is less than the amount reported on the Tax
Return as originally filed, Tenneco Deutschland shall pay to
Packaging Company an amount equal to the German Tax loss
restored as a result of such determination multiplied by the
applicable German Tax rate.
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(iii) In the event any member of the Packaging Group is
required to make profit and absorption payments to Tenneco
Deutschland after the Distribution Date, such payments shall
be promptly repaid to Tenneco Packaging Deutschland Holding
Gesellschaft mBH as an adjustment to purchase price with
respect to Tenneco Deutschland's sale of such member to
Tenneco Packaging Deutschland Holding Gesellschaft mBH
pursuant to the German Restructuring Transactions.
(iv) In the event the German Tax Authority disallows Tenneco
Deutschland's Organschaft status for any reason whatsoever,
Tenneco Deutschland shall pay to Packaging Company the Tax
Benefit realized by Tenneco Deutschland by reason of
claiming input credits arising out of deemed dividend
payments made by members of the Packaging Group.
(c) United Kingdom Restructuring. Notwithstanding anything to the
contrary in this Agreement, with respect to the Corporate Restructuring
Transactions involving the restructuring of the United Kingdom entities (i.e.,
the members of the Tenneco Affiliated Group organized under the laws of United
Kingdom) (the "UK Restructuring Transactions"), the Companies agree as follows:
(i) Packaging Company shall be liable for any and all
Transfer Taxes (including, without limitation, any
stamp duty) incurred as a result of the UK
Restructuring Transactions.
(ii) Each Group shall be entitled to cause any of its
members to surrender such member's Tax losses for group
relief or consortium relief (or other amounts eligible
for group or consortium relief) to another member of
such Group; provided, however, that if the Tax losses
of a Group cannot be utilized by the members of such
Group, the Tax losses shall be surrendered for group
relief or consortium relief to the members of the other
Group, as designated in writing by the parent company
of such other Group (and such other Group shall have no
obligation to reimburse or otherwise compensate the
surrendering Group for its losses).
2.05 Transaction and Other Taxes.
(a) General. Except as otherwise provided in this Section 2.05,
any and all liability for Taxes resulting from the Transactions shall be
allocated as follows:
(i) Any sales and use, gross receipts or other Transfer
Taxes imposed on the transfers occurring pursuant to the Transactions (together
with any Tax resulting from any income or gain recognized under Treasury
Regulation Sections 1.1502-13 or 1.1502-19 (or any other corresponding
provisions of other applicable Tax Laws) as a result of the Transactions) shall
be allocated to the legal entity on which the legal incidence of the Tax is
imposed. As between the parties to this Agreement, Packaging Company shall be
liable for all Taxes imposed on any member of the Packaging Group and Tenneco
shall be liable for all Taxes imposed on any member of the
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Tenneco Group.
(ii) Any Tax liability resulting from any income or gain
recognized as a result of any of the transactions contemplated by the
Distribution Agreement failing to qualify for tax-free treatment under Code
Sections 332, 351, 355, 361 or other provisions of the Code (as contemplated by
the Ruling Request) or corresponding provisions of other applicable Tax Laws,
shall be allocated fifty percent (50%) to Tenneco and fifty percent (50%) to
Packaging Company.
(b) Indemnity for Inconsistent Acts. Tenneco or Packaging Company,
as the case may be, shall be liable for, and shall indemnify and hold harmless
the members of the other Group from and against any liability for, any
Restructuring Tax to the extent arising from any breach by such party of its
representations or covenants under Section 11.
(c) Indemnity for Liability Under Code Section 355(e).
Notwithstanding anything to the contrary in this Section 2.05, any Tax liability
incurred by Tenneco under Code Section 355(e) (or any corresponding provision of
other applicable Tax Laws) by reason of the acquisition by one or more persons
of a "50-percent or greater interest" (as such term is defined in Code Section
355(d)(4)) in Tenneco or Packaging Company (a "50% Ownership Shift") shall be
allocated to that entity (i.e., Tenneco or Packaging Company) with respect to
which such Ownership Shift has occurred.
2.06 Liability Under 1996 Spin-Off Tax Sharing Agreement.
(a) With respect to any Tax liability imposed on or incurred by
Tenneco (or any Tax Benefit owing to Tenneco) under the Tax Sharing Agreement
dated as of December 11, 1996, as amended, by and among Tenneco, Newport News
Shipbuilding Inc., El Paso Natural Gas Company, and El Paso Tennessee Pipeline
Co. ("Old Tenneco")(the "1996 Spin-Off Tax Sharing Agreement), Packaging Company
shall be liable for, and shall indemnify and hold the Tenneco Group harmless
from, any and all such Tax liabilities (and Packaging Company shall be entitled
to any and all such Tax Benefits) except to the extent such Tax liability (or
such Tax Benefit) would be treated as allocable to the Tenneco Group under the
terms of Sections 2.01 through 2.04 hereof, in which case the Tenneco Group
shall be liable for such Tax liability and shall be entitled to such Tax
Benefit. Any amount owed by Packaging Company under this Section 2.06 shall be
paid by Packaging Company to Tenneco within 30 days from the date of written
notice and demand from Tenneco evidencing the payment of such amount by Tenneco
in accordance with the terms of the 1996 Spin-Off Tax Sharing Agreement. Any
amount due to Packaging Company under this Section 2.06 shall be paid to
Packaging Company by Tenneco within 30 days from the date of receipt of such
amount by Tenneco in accordance with the terms of the 1996 Spin-Off Tax Sharing
Agreement.
(b) The Companies agree that in the case of any dispute or
controversy under the 1996 Spin-Off Tax Sharing Agreement, (i) each Company
shall control the portion of such dispute or controversy that directly and
exclusively relates to a Tax liability or Tax Benefit borne by such Company
under the terms hereof, and (ii) to the extent any issue involved in, or aspect
of, such dispute or controversy does not directly and exclusively relate to the
Tax liability or Tax Benefits of one Company under the terms hereof, the
Companies shall jointly control and otherwise handle such issue or matter in
accordance with the rules for defense or prosecution of Joint Adjustments
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in Section 9.02(b) hereof. In furtherance of the foregoing, Tenneco shall, upon
Packaging Company's request, execute such powers of attorney or other
documentation as reasonably determined by Packaging Company to be necessary or
appropriate to permit Packaging Company to fully exercise its rights under this
Section 2.06(b). Each of Tenneco and Packaging Company agree that, with respect
to any issue which involves or could involve the other Company's liability (or
entitlement to payment) under the 1996 Spin-Off Tax Sharing Agreement pursuant
to this Section 2.06, it shall not have the right to settle such issue without
the prior written consent of such other Company.
SECTION 3. PRORATION OF TAXES FOR STRADDLE PERIODS.
3.01 General Method of Proration. In the case of any Straddle
Period, Tax Items shall be apportioned between Pre-Distribution Periods and
Post-Distribution Periods in accordance with the principles of Treasury
Regulation Section 1.1502-76(b) as reasonably interpreted and applied by the
Companies. No election shall be made under Treasury Regulation Section
1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items). If the
Distribution Date is not an Accounting Cutoff Date, the principles of Treasury
Regulation Section 1.1502-76 (b)(2)(iii) will be applied to ratably allocate the
items (other than extraordinary items described in Treasury Regulation Section
1.1502-76(b)(2)(ii)(C)) for the month which includes the Distribution Date.
3.02 Transaction Treated as Extraordinary Item. In determining the
apportionment of Tax Items between Pre-Distribution Periods and
Post-Distribution Periods, any Tax Items relating to the Transactions shall be
treated as an extraordinary item described in Treasury Regulation Section
1.1502-76(b)(2)(ii)(C) and shall be allocated to Pre-Distribution Periods, and
any Taxes related to such items shall be treated under Treasury Regulation
Section 1.1502-76(b)(2)(iv) as relating to such extraordinary item and shall be
allocated to Pre-Distribution Periods.
SECTION 4. PREPARATION AND FILING OF TAX RETURNS.
4.01 General. Except as otherwise provided in this Section 4, Tax
Returns shall be prepared and filed when due (including extensions) by the
person obligated to file such Tax Returns under the Code or applicable Tax Law.
The Companies shall provide, and shall cause their Affiliates to provide,
assistance and cooperate with one another in accordance with Section 7 with
respect to the preparation and filing of Tax Returns, including providing
information required to be provided in Section 7.
4.02 Packaging Company's Responsibility. Packaging Company has the
exclusive obligation and right to prepare and file, or to cause to be prepared
and filed:
Tenneco Federal Consolidated Returns for Tax Periods ending
on or before December 31, 1999.
(b) The U.S. federal Income Tax return for the affiliated group
(as that term is defined in Code Section 1504) of which Tenneco International
Holding Corp. is the common parent for Tax Periods ending on or before December
31, 1999.
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(c) Tax Returns for Separate Company State Income Taxes or
Consolidated or Combined State Income Taxes which the Companies reasonably
determine, in accordance with Tenneco's past practices, are required to be filed
by the Companies or any of their Affiliates for Tax Periods ending on or before
December 31, 1999 (including without limitation, the filing of amended Tax
Returns to take into account Federal Income Tax adjustments or Carryback Items).
(d) Tax Returns that are required to be filed by the members of
the Packaging Group.
Nothing in this Section 4.02 shall impose on Packaging Company any liability for
any failure to file any Tax Return, or for failure to file any Tax Return when
due, with respect to any Pre-Distribution Period if the due date for such return
(including extensions) was prior to the Distribution Date.
4.03 Tenneco Responsibility. Tenneco shall prepare and file, or
shall cause to be prepared and filed, Tax Returns required to be filed by or
with respect to members of the Tenneco Group other than those Tax Returns which
Packaging Company is required to prepare and file under Section 4.02. The Tax
Returns required to be prepared and filed by Tenneco under this Section 4.03
shall include (a) the Tenneco Federal Consolidated Return for Tax Periods ending
after December 31, 1999, (b) the U.S. Federal Income Tax return for the
affiliated group (as that term is defined in Code Section 1504) of which Tenneco
International Holding Corp. is the common parent for Tax Periods ending after
December 31, 1999, and (c) Tax Returns for Consolidated or Combined State Income
Taxes which the Companies reasonably determine, in accordance with Tenneco's
past practices, are required to be filed by the Companies or any of their
Affiliates for Tax Periods ending after December 31, 1999.
4.04 Tax Accounting Practices.
1. General Rule. Except as otherwise provided in this Section
4.04, any Tax Return for any Pre-Distribution Period or any
Straddle Period, and any Tax Return for any Post-Distribution
Period to the extent items reported on such Tax Return might
reasonably affect items reported on any Tax Return for any
Pre-Distribution Period or any Straddle Period, shall be
prepared in accordance with past Tax accounting practices used
with respect to the Tax Returns in question (unless such past
practices are no longer permissible under the Code or other
applicable Tax Law), and to the extent any items are not
covered by past practices (or in the event such past practices
are no longer permissible under the Code or other applicable
Tax Law), in accordance with reasonable Tax accounting
practices selected by the Responsible Company.
2. Reporting of Transaction Tax Items. The tax treatment
reported on any Tax Return of Tax Items relating to the
Transactions shall be consistent with the treatment of such
item in the IRS Ruling Letter. To the extent there is a Tax
Item relating to the Transactions which is not covered by the
IRS Ruling Letter, the Companies shall agree on the tax
treatment of any such Tax Item reported on any Tax Return. For
this purpose, the tax treatment of such Tax Items on a Tax
Return by the Responsible Company with respect
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to such Tax Return shall be agreed to by the other Company
unless either (i) there is no reason able basis for such tax
treatment, or (ii) such tax treatment is inconsistent with the
tax treatment contemplated in the Ruling Request. Such Tax
Return shall be submitted for review pursuant to Section
4.06(a), and any dispute regarding such proper tax treatment
shall be referred for resolution pursuant to Section 15,
sufficiently in advance of the filing date of such Tax Return
(including extensions) to permit timely filing of the return.
4.05 Consolidated or Combined Returns. The Companies will elect and join,
and will cause their respective Affiliates to elect and join, in filing
consolidated, unitary, combined, or other similar joint Tax Returns, to the
extent each entity is eligible to join in such Tax Returns, if the Companies
reasonably determine that the filing of such Tax Returns is consistent with past
reporting practices, or in the absence of applicable past practices, will result
in the minimization of the net present value of the aggregate Tax to the
entities eligible to join in such Tax Returns.
4.06 Right to Review Tax Returns.
1. General. The Responsible Company with respect to any Tax
Return shall make such Tax Return and related workpapers
available for review by the other Company, if requested, to
the extent (i) such Tax Return relates to Taxes for which the
requesting party may be liable, (ii) such Tax Return relates
to Taxes for which the requesting party may be liable in whole
or in part for any additional Taxes owing as a result of
adjustments to the amount of Taxes reported on such Tax
Return, (iii) such Tax Return relates to Taxes for which the
requesting party may have a claim for Tax Benefits under this
Agreement, or (iv) the requesting party reasonably determines
that it must inspect such Tax Return to confirm compliance
with the terms of this Agreement. The Responsible Company
shall use its reasonable best efforts to make such Tax Return
available for review as required under this paragraph
sufficiently in advance of the due date for filing such Tax
Returns to provide the requesting party with a meaningful
opportunity to analyze and comment on such Tax Returns and
have such Tax Returns modified before filing, taking into
account the party responsible for payment of the tax (if any)
reported on such Tax Return and the materiality of the amount
of Tax liability with respect to such Tax Return. The
Companies shall attempt in good faith to resolve any issues
arising out of the review of such Tax Returns.
2. Execution of Returns Prepared by Other Party. In the case of
any Tax Return which is required to be prepared and filed by
one Company under this Agreement and which is required by law
to be signed by the other Company (or by its authorized
representative), the Company which is legally required to sign
such Tax Return shall not be required to sign such Tax Return
under this Agreement if there is no reasonable basis for the
tax treatment of any material items reported on the Tax
Return.
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4.07 Claims for Refund, Carrybacks, and Self-Audit Adjustments
("Adjustment Requests").
(a) Consent Required for Adjustment Requests Related to
Consolidated or Combined Income Taxes. Neither Company shall be entitled to
file an Adjustment Request with respect to any Consolidated or Combined Income
Tax for a Pre-Distribution Period without the consent in writing of the other
Company (which consent shall not be unreasonably withheld or delayed). Any
Adjustment Request which the Companies consent to make under this Section 4.07
shall be prepared and filed by the Responsible Company under Section 4.02 for
the Tax Return to be adjusted. The Company requesting the Adjustment Request (if
not the Responsible Company) shall provide to the Responsible Company all
information required for the preparation and filing of such Adjustment Request
in such form and detail as reasonably requested by the Responsible Filing
Company.
(b) Other Adjustment Requests Permitted. Nothing in this Section
4.07 shall prevent any Company or its Affiliates from filing any Adjustment
Request with respect to Income Taxes which are not Consolidated or Combined
Income Taxes or with respect to any Taxes other than Income Taxes. Any refund or
credit obtained as a result of any such Adjustment Request (or otherwise) shall
be for the account of the person liable for the Tax under this Agreement.
(c) Ordering of and Payment for Carrybacks.
(i) In the event that a member of the Packaging Group, on
the one hand, and a member of the Tenneco Group, on the other hand, are each
entitled to carryback a Tax Item to a Pre-Distribution Period, the respective
Tax Items shall be utilized under the rules of applicable Tax Law (which shall
be, in the case of Carrybacks to such Tax Periods of the affiliated group of
which Tenneco is the common parent, the rules contained in Treasury Regulation
Section 1.1502-21T).
(ii) Any Tax refund or other Tax Benefit resulting from the
Carryback of any member of one Group (the "Carryback Group") of any Tax Item
arising after the Distribution Date to a Pre-Distribution Period shall be for
the account of the Carryback Group (and in the event the Packaging Group is the
Carryback Group, Tenneco shall promptly pay to Packaging Company the amount of
such Tax refund or other Tax Benefit); provided, however, that if at the time of
the utilization of the Carryback Items of a member of the Carryback Group, a
member of the other Group (the "Other Group") possesses Carryback Tax Items
which, but for the ordering rule set forth in Section 4.07(c)(i), would have
been available to be utilized (the "Available Other Group Carryback") in lieu of
the Carryback Group's Tax Items, then (but only to the extent of the Available
Other Group Carryback) the Carryback Group shall not be entitled to payment of
the amount of such Tax refund or Tax Benefit until the earlier of (X) the date
on which a member of the Other Group claims the Available Other Group Carryback
on a Tax Return or (Y) the date on which a member of the Carryback Group would
have been able to utilize the Carryback had it not been claimed with respect to
the Pre-Distribution Period Tax Return.
(iii) In the event the Carryback of Tax Items of a member of
the Packaging Group, or the Tenneco Group, as the case may be, does not result
in a Tax refund, due to an offsetting Tax adjustment to a member of the Other
Group, then the Other Group shall promptly pay
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the amount of any decrease in Tax liability resulting from the Carryback claim,
provided, however, that in the event the Other Group possesses Carryback Items
which, but for the ordering rules of Section 4.07(c)(i) would have been
available to be utilized in lieu of the Carryback Group's Tax Items, then (but
only to the extent of the Available Other Group Carryback), the Other Group
shall not be required to pay the amount of such decrease in Tax liability to the
Carryback Group until the earlier of (X) the date on which a member of the Other
Group claims the Available Other Group Carryback on a Tax Return or (Y) the date
on which a member of the Carryback Group would have been able to utilize the
Carryback had it not been claimed with respect to the Pre-Distribution Period
Tax Return.
(d) Payment of Refunds. Except as otherwise provided in Section
4.07(c), any refunds or other Tax Benefits received by any Company (or any of
its Affiliates) as a result of any Adjustment Request which are for the account
of another Company (or member of such other Company's Group) shall be paid by
the Company receiving (or whose Affiliate received) such refund or Tax Benefit
to such other Company in accordance with Section 6.
SECTION 5. TAX PAYMENTS AND INTERCOMPANY BILLINGS.
5.01 Payment of Taxes With Respect to Post-Distribution Tenneco
Federal Consolidated Returns. In the case of the Tenneco Federal Consolidated
Tax Return for the 1999 Tax Period:
(a) Computation and Payment of Tax Due. At least three
business days prior to the Payment Date with respect to the Tenneco Federal
Consolidated Tax Return for the 1999 Tax Period, Packaging Company shall compute
the amount of Tax required to be paid to the Internal Revenue Service (taking
into account the requirements of Section 4.04 relating to consistent accounting
practices) with respect to such Tax Return, and Packaging Company shall notify
Tenneco in writing of the amount of Tax required to be paid on such Payment
Date. Tenneco will pay such amount to the Internal Revenue Service on or before
such Payment Date.
(b) Computation and Payment of Packaging Company Liability
With Respect to Tax Due.
(i) Within 30 days of the determination date under Section
2.01(a)(vi) with respect to the Tenneco Federal Consolidated Tax Return for the
1999 Tax Period, Packaging Company shall pay to Tenneco an amount equal to the
True-Up Amount, if positive, as determined under Section 2.02(a)(vii). In the
event the Packaging Group's True-Up Amount, as determined under Section
2.02(a)(vii) is negative, Tenneco shall pay such amount to Packaging Company
within 30 days of the Payment Date with respect to the Tenneco Federal
Consolidated Return for the 1999 Tax Period.
(ii) In the event of a redetermination of the Benchmark 1997 Loss
Allocation Carryforward or Benchmark 1998 Loss Allocation Carryforward pursuant
to Section 2.02(a)(iii), Packaging Company shall pay to Tenneco, or Tenneco
shall pay to Packaging Company, the amount, if any, required to be paid pursuant
to the last sentence of Section 2.02(a)(iii), which payment shall be due within
30 days of such redetermination.
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(b) Interest on Intergroup Tax Allocation Payments. In the case of
any payments to Tenneco required under paragraph (b) of this subsection 5.01,
Packaging Company shall also pay to Tenneco an amount of interest computed at
the Prime Rate on the amount of the payment required based on the number of days
from the applicable Payment Date to the date of payment. In the case of any
payments by Tenneco required under paragraph (b) of this subsection 5.01,
Tenneco shall also pay to Packaging Company an amount of interest computed at
the Prime Rate on the amount of the payment required based on the number of days
from the date of receipt of the Tax Benefit to the date of payment of such
amount to Packaging Company.
5.02 Payment of Federal Income Tax Related to Adjustments.
1. Adjustments Resulting in Underpayments. Tenneco shall pay
to the Internal Revenue Service when due any additional
Federal Income Tax required to be paid as a result of any
adjustment to the Tax liability with respect to any Tenneco
Federal Consolidated Return for any Pre-Distribution Period.
The Responsible Company shall compute the amount attributable
to the Packaging Group in accordance with Section 2.02(b) and
Packaging Company shall pay to Tenneco any amount due Tenneco
under Section 2.02(b) within 30 days from the later of (i)
the date the additional Tax was paid by Tenneco or (ii) the
date of receipt by Packaging Company of a written notice and
demand from Tenneco for payment of the amount due,
accompanied by evidence of payment and a statement detailing
the Taxes paid and describing in reasonable detail the
particulars relating thereto. Any amount due to Packaging
Company under Section 2.02(b) shall be paid by Tenneco to
Packaging Company within 30 days from the date the additional
Tax was paid by Tenneco to the Internal Revenue Service. Any
payments required under this Section 5.02(a) shall include
interest computed at the Prime Rate based on the number of
days from the date the additional Tax was paid by Tenneco to
the date of the payment under this Section 5.02(a).
2. Adjustments Resulting in Overpayments. Within 30 days of
receipt by Tenneco of any Tax Benefit resulting from any
adjustment to the Consolidated Tax Liability with respect to
any Tenneco Federal Consolidated Return for any
Pre-Distribution Period, Tenneco shall pay to Packaging
Company or Packaging Company shall pay to Tenneco (as the
case may be), respective amounts due from or to Tenneco as
determined by the Responsible Company in accordance with
Section 2.02(b). Any payments required under this Section
5.02(b) shall include interest computed at the Prime Rate
based on the number of days from the date the Tax Benefit was
received by Tenneco to the date of payment to under this
Section 5.02(b).
5.03 Payment of State Income Tax With Respect to Post-Distribution
State Income Tax Returns.
1. Computation and Payment of Tax Due. At least three business
days prior to any Payment Date for any Tax Return with
respect to any State
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Income Tax (except for post- Distribution estimated Tax
payments which shall be governed by Section 2.03(a)(iii)),
the Responsible Company shall compute the amount of Tax
required to be paid to the applicable Tax Authority (taking
into account the requirements of Section 4.04 relating to
consistent accounting practices) with respect to such Tax
Return on such Payment Date and--
(1) If such Tax Return is with respect to a Consolidated
or Combined State Income Tax, the Responsible Company
shall, if Tenneco is not the Responsible Company with
respect to such Tax Return, notify Tenneco in writing
of the amount of Tax required to be paid on such
Payment Date. Tenneco will pay such amount to such Tax
Authority on or before such Payment Date.
(2) If such Tax Return is with respect to a Separate
Company Tax, the Responsible Company shall, if it is
not the Company liable for the Tax reported on such Tax
Return, notify the Company liable for such Tax in
writing of the amount of Tax required to be paid on
such Payment Date. The Company liable for such Tax will
pay such amount to such Tax Authority on or before such
Payment Date.
2. Computation and Payment of Packaging Company Liability.
With respect to the Consolidated or Combined State Income Tax
Returns (excluding any Tax Return with respect to payment of
estimated Taxes or Taxes due with a request for extension of
time to file), within 120 days of the due date (including
extensions) for filing of the Consolidated or Combined Tax
Return with the latest due date for filing of all such
Consolidated or Combined Tax Returns, Packaging Company shall
pay to Tenneco the Tax liability allocable to the Packaging
Group, or Tenneco shall pay to Packaging Company amounts
owing to Packaging Company, as the case may be, as determined
by the Responsible Company under the provisions of Section
2.03(a), plus interest computed at the Prime Rate on the
amount of the payment based on the number of days from such
latest due date (including extensions) to the date of
payment.
5.04 Payment of State Income Taxes Related to Consolidated or
Combined State Income Tax Adjustments.
1. Adjustments Resulting in Underpayments. Tenneco shall pay
to the applicable Tax Authority when due any additional State
Income Tax required to be paid as a result of any adjustment
to the Tax liability with respect to any Tax Return for any
Consolidated or Combined State Income Tax for any
Pre-Distribution Period. Packaging Company shall pay to
Tenneco its share of any such additional Tax payment
determined by the Responsible Company in accordance with
Section 2.03(b) within 120 days from the later of (i) the
date the additional Tax was paid by Tenneco or (ii) the date
of receipt by
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Packaging Company of a written notice and demand from Tenneco
for payment of the amount due, accompanied by evidence of
payment and a statement detailing the Taxes paid and
describing in reasonable detail the particulars relating
thereto. Packaging Company shall also pay to Tenneco interest
on its share of such additional Tax computed at the Prime
Rate based on the number of days from the date the additional
Tax was paid by Tenneco to the date of payment to Tenneco
under this Section 5.04(a). Any amount due to Packaging
Company under Section 2.03(b) shall be paid within 30 days
from the date the additional Tax was paid by Tenneco to the
applicable Tax Authority (including interest computed at the
Prime Rate based on the number of days from the date the
additional Tax was paid by Tenneco to the date of payment to
Packaging Company).
2. Adjustments Resulting in Overpayments. In the case of any
Tax Benefits resulting from any adjustment to any Tax Return
for any Consolidated or Combined State Income Tax for any
Pre-Distribution Period, Tenneco shall pay to Packaging
Company or Packaging Company shall pay to Tenneco (as the
case may be) respective amounts due from or to Tenneco as
determined in accordance with Section 2.03(b). Any payments
owing to Packaging Company under this Section 5.04(b) shall
be made within 60 days of the earlier of (i) the date of
receipt of the Tax Benefit by Tenneco or (ii) receipt by
Tenneco of a written notice and demand from Packaging Company
evidencing the filing of the applicable Consolidated or
Combined Income Tax Return containing the relevant
adjustments and detailing the extent to which the resulting
Tax Benefit is attributable to Packaging Company. Any
payments owing to Tenneco under this Section 5.04(b) shall be
made within 30 days of Tenneco's receipt of any Tax Benefit
resulting from the adjustment to the applicable Consolidated
or Combined State Income Tax Return. Any payments required
under this Section 5.04(b) shall include interest computed at
the Prime Rate based on the number of days from the date the
Tax Benefit was received by Tenneco to the date of payment to
Packaging Company under this Section 5.04(b).
5.05 Payment of Separate Company Taxes. Each Company shall pay, or
shall cause to be paid, to the applicable Tax Authority when due all Separate
Company Taxes owed by such Company or a member of such Company's Group.
5.06 Indemnification Payments. If any Company (the "payor") is
required to pay to a Tax Authority a Tax that another Company (the "responsible
party") is liable for under this Agreement, the responsible party shall
reimburse the payor within 30 days of delivery by the payor to the responsible
party of an invoice for the amount due, accompanied by evidence of payment and a
statement detailing the Taxes paid and describing in reasonable detail the
particulars relating thereto. The reimbursement shall include interest on the
Tax payment computed at the Prime Rate based on the number of days from the date
of the payment to the Tax Authority to the date of reimbursement under this
Section 5.06.
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SECTION 6. TAX BENEFITS.
6.01 General Rule.
(a) If a member of one Group receives a Tax refund with respect to
Taxes for which a member of the other Group is liable hereunder, the Company
receiving such Tax refund shall make a payment to the Company who is liable for
such Taxes hereunder within 30 days following receipt of the Tax refund in an
amount equal to such Tax refund, plus interest on such amount computed at the
Prime Rate based on the number of days from the date of receipt of the Tax
refund to the date of payment under this Section 6.01. Notwithstanding the
foregoing, any refund of withholding Tax received by Tenneco International
Holding Corporation ("TIHC") from the Swiss Tax Authority with respect to a
dividend payment from Alupak A.G. to TIHC in the approximate amount of SF 5.2
million shall be for the account of Packaging Company and Tenneco shall,
promptly following TIHC's receipt of such refund, cause such refund to be paid
to Packaging Company.
(b) In the event one Group is reimbursed for its payment of a Tax
liability of the other Group, the amount of such reimbursement shall be computed
net of any Tax Benefit realized by the reimbursed Group as the result of payment
of the other Group's Tax liability.
6.02 Adjustment of Tax Attributes. In the event that the Carryback
of Tax Items of one Group, or a Tax adjustment attributable to such Group under
the terms of this Agreement, results in the disallowance or limitation of Tax
attributes (including Tax credits, deductions and similar items) claimed on the
Tax Return as filed, the Carryback Group shall be responsible for any increase
in Tax liability resulting from the disallowance or limitation of such Tax
attributes; provided, however, that in the event the disallowance or limitation
of Tax attributes results in a Tax Benefit resulting from the use of such Tax
attributes in another Tax Period, such Tax Benefit shall be deemed to be for the
account of the Carryback Group for purposes of this Agreement.
6.03 Correlative Adjustments. If, upon examination by any Tax
Authority of any Tax Return including a member of the Tenneco Group or Packaging
Group for any Tax Period, an item of deduction, credit or expense is disallowed
for which Tenneco is or may be liable for Taxes hereunder (or an item of income
is required to be recognized on a Tax Return which was not reported on such Tax
Return), in either such case resulting in a tax detriment suffered by the
Tenneco Group, and such disallowance (or recognition) results in a Tax Benefit
to the Packaging Group (with respect to that Tax Period or another Tax Period),
then Packaging shall pay to Tenneco the amount of such Tax Benefit (but in no
case to exceed the corresponding tax detriment). Any payment required to be made
hereunder shall be made when such Tax Benefit is realized in the form of an
actual reduction in Tax (which shall be computed by comparing the Tax which
would have been owed by Packaging but for the item giving rise to the Tax
Benefit with the Tax owed by Packaging taking such item into account). The
provisions of this Section 6.03 shall apply mutatis mutandis where an item of
deduction, credit or expense is disallowed for which Packaging is or may be
liable for Taxes hereunder (or an item of income is required to be recognized on
a Tax Return which was not reported on such Tax Return), as they apply where the
Tenneco Group suffers such a tax detriment. For avoidance of doubt, any payment
required to be made by Tenneco to the Packaging Group under this Section 6.03
shall, to the extent applicable, be deemed as an offset to amounts owing by
Packaging
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to Tenneco under Section 2.02 hereof.
SECTION 7. ASSISTANCE AND COOPERATION.
7.01 General. After the Distribution Date, each of the Companies
shall cooperate (and cause their respective Affiliates to cooperate) with each
other and with each other's agents, including accounting firms and legal
counsel, in connection with Tax matters relating to the Companies and their
Affiliates including (i) preparation and filing of Tax Returns, (ii) determining
the liability for and amount of any Taxes due (including estimated Taxes) or the
right to and amount of any refund of Taxes, (iii) examinations of Tax Returns,
and (iv) any administrative or judicial proceeding in respect of Taxes assessed
or proposed to be assessed. Such cooperation shall include making all
information and documents in their possession relating to the other Companies
and their Affiliates available to such other Companies as provided in Section 8.
Each of the Companies shall also make available to each other, as reasonably
requested and available, personnel (including officers, directors, employees and
agents of the Companies or their respective Affiliates) responsible for
preparing, maintaining, and interpreting information and documents relevant to
Taxes, and personnel reasonably required as witnesses or for purposes of
providing information or documents in connection with any administrative or
judicial proceed ings relating to Taxes. Any information or documents provided
under this Section 7 shall be kept confidential by the Company receiving the
information or documents, except as may otherwise be necessary in connection
with the filing of Tax Returns or in connection with any administrative or
judicial proceedings relating to Taxes.
7.02 Income Tax Return Information. Each Company will provide to
the other Company information and documents relating to their respective Groups
required by the other Company to prepare Tax Returns. The Responsible Company
shall determine a reasonable compliance schedule for such purpose in accordance
with Tenneco's past practices. Any additional information or documents the
Responsible Company requires to prepare such Tax Returns will be provided in
accordance with past practices, if any, or as the Responsible Company reasonably
requests and in sufficient time for the Responsible Company to file such Tax
Returns timely.
SECTION 8. TAX RECORDS.
8.01 Retention of Tax Records. Except as provided in Section 8.02,
each Company shall preserve and keep all Tax Records exclusively relating to the
assets and activities of its Group for Pre-Distribution Tax Periods, and Tenneco
shall preserve and keep all other Tax Records relating to Taxes of the Groups
for Pre-Distribution Tax Periods, for so long as the contents thereof may become
material in the administration of any matter under the Code or other applicable
Tax Law, but in any event until the later of (i) the expiration of any
applicable statutes of limitation, and (ii) seven years after the Distribution
Date. If, prior to the expiration of the applicable statute of limitation and
such seven-year period, a Company reasonably determines that any Tax Records
which it is required to preserve and keep under this Section 8 are no longer
material in the administration of any matter under the Code or other applicable
Tax Law, such Company may dispose of such records upon 90 days prior notice to
the other Company. Such notice shall include a list of the records to be
disposed of describing in reasonable detail each file, book, or other record
accumulation being disposed. The notified Company shall have the opportunity, at
its cost and expense, to copy or remove, within such 90-day period, all or any
part of such Tax Records.
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8.02 State Income Tax Returns. Tax Returns with respect to State
Income Taxes and workpapers prepared in connection with preparing such Tax
Returns shall be preserved and kept, in accordance with the guidelines of
Section 8.01, by the Company responsible for preparing and filing the applicable
Tax Return.
8.03 Access to Tax Records. The Companies and their respective
Affiliates shall make available to each other for inspection and copying during
normal business hours upon reasonable notice all Tax Records in their possession
to the extent reasonably required by the other Company in connection with the
preparation of Tax Returns, audits, litigation, or the resolution of items under
this Agreement.
SECTION 9. TAX CONTESTS.
9.01 Notice. Each of the parties shall provide prompt notice to
the other party of any pending or threatened Tax audit, assessment or proceeding
or other Tax Contest of which it becomes aware related to Taxes for Tax Periods
for which it is indemnified by the other party hereunder. Such notice shall
contain factual information (to the extent known) describing any asserted Tax
liability in reasonable detail and shall be accompanied by copies of any notice
and other documents received from any Tax Authority in respect of any such
matters. If an indemnified party has knowledge of an asserted Tax liability
with respect to a matter for which it is to be indemnified hereunder and such
party fails to give the indemnifying party prompt notice of such asserted Tax
liability, then (i) if the indemnifying party is precluded from contesting the
asserted Tax liability in any forum as a result of the failure to give prompt
notice, the indemnifying party shall have no obligation to indemnify the
indemnified party for any Taxes arising out of such asserted Tax liability, and
(ii) if the indemnifying party is not precluded from contesting the asserted Tax
liability in any forum, but such failure to give prompt notice results in a
monetary detriment to the indemnifying party, then any amount which the
indemnifying party is otherwise required to pay the indemnified party pursuant
to this Agreement shall be reduced by the amount of such detriment.
9.02 Control of Tax Contests.
1. Separate Company Taxes. In the case of any Tax Contest
with respect to any Separate Company Tax, the Company having
liability for the Tax shall have exclusive control over the
Tax Contest, including exclusive authority with respect to
any settlement of such Tax liability.
2. Consolidated or Combined Income Taxes. In the case of any
Tax Contest with respect to any Consolidated or Combined
Income Tax, (i) Tenneco shall control the defense or
prosecution of the portion of the Tax Contest directly and
exclusively related to any Tenneco Adjustment, including
settlement of any such Tenneco Adjustment, and (ii)
Packaging Company shall control the defense or prosecution
of the portion of the Tax Contest directly and exclusively
related to any Packaging Adjustment, including any
settlement of any Packaging Adjustment, and (iii) the
two-person committee (the "Tax Contest Committee"),
comprised of one person selected by Packaging Company (as
designated in writing to Tenneco) and
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one person selected by Tenneco (as designated in writing to
Packaging Company) shall control the defense or prosecution
of Joint Adjustments and any and all administrative matters
not directly and exclusively related to any Tenneco
Adjustment. Each person serving on the Tax Contest Committee
shall continue to serve unless and until he or she is
replaced by the party designating such person. Any and all
matters to be decided by the Tax Contest Committee shall
require the unanimous approval of both persons serving on
the committee. In the event the Tax Contest Committee shall
be deadlocked on any matter, the provisions of Section 15 of
this Agreement shall apply. A Company shall not agree to any
Tax liability for which another Company may be liable under
this Agreement, or compromise any claim for any Tax Benefit
which another Company may be entitled under this Agreement,
without such other Company's written consent (which consent
may be given or withheld at the sole discretion of the
Company from which the consent would be required).
SECTION 10. EFFECTIVE DATE; TERMINATION OF PRIOR INTERCOMPANY TAX
ALLOCATION AGREEMENTS. This Agreement shall be effective on the Distribution
Date. Immediately prior to the close of business on the Distribution Date
Tenneco shall cause all Prior Intercompany Tax Allocation Agreements to be
terminated with respect to Packaging Company and its Affiliates. Upon such
termination, no further payments by or to Tenneco or by or to Packaging Company,
with respect to such agreements shall be made, and all other rights and
obligations resulting from such agreements between the Companies and their
Affiliates shall cease at such time.
SECTION 11. NO INCONSISTENT ACTIONS. Each of the Companies covenants and
agrees that it will not take any action, and it will cause its Affiliates to
refrain from taking any action, which is inconsistent with the Tax treatment of
the Transactions as contemplated in the Ruling Request (any such action is
referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited
Action is required by law, or the person acting has obtained the prior written
consent of each of the other parties (which consent shall not be unreasonably
withheld). With respect to any Prohibited Action proposed by a Company (the
"Requesting Party"), the other party (the "Requested Party") shall grant its
consent to such Prohibited Action if the Requesting Party obtains a ruling with
respect to the Prohibited Action from the Internal Revenue Service or other
applicable Tax Authority that is reasonably satisfactory to each of the
Requested Party (except that the Requesting Party shall not submit any such
ruling request if a Requested Party determines in good faith that filing such
request might have a materially adverse effect upon such Requested Party).
Without limiting the foregoing:
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1. No Inconsistent Plan or Intent. Packaging Company and Tenneco
each represent and warrant that neither it nor any of its
Affiliates has any plan or intent to take any action which is
inconsistent with any factual statements or representations in
the Ruling Request. Regardless of any change in circumstances,
Packaging Company and Tenneco each covenant and agree that it
will not take, and it will cause its Affiliates to refrain
from taking, any such inconsistent action on or before the
last day of the calendar year ending after the second
anniversary of the Distribution Date, other than as permitted
in this Section 11.
(b) 355(e) Covenant. Without in any manner limiting paragraph (a)
above and unless the Requesting Party obtains a ruling as provided above in the
first paragraph of this Section 11, each of Packaging Company and Tenneco
covenants and agrees that it will not enter into any negotiations, agreement or
arrangements with respect to transactions or events (including stock issuances,
option grants, capital contributions or acquisitions, but not including the
Transactions), which may cause the Distribution to be treated as part of a plan
pursuant to which one or more persons acquire directly or indirectly Packaging
Company or Tenneco stock, as the case may be, representing a "50-percent or
greater interest" within the meaning of Section 355(d)(4) of the Code.
(c) Amended or Supplemental Rulings. Each of the Companies
covenants and agrees that it will not file, and it will cause its Affiliates to
refrain from filing, any amendment or supplement to the Ruling Request
subsequent to the Distribution Date without the consent of the other Company,
which consent shall not be unreasonably withheld or delayed.
SECTION 12. SURVIVAL OF OBLIGATIONS. The representations, warranties,
covenants and agreements set forth in this Agreement shall be unconditional and
absolute and shall remain in effect without limitation as to time.
SECTION 13. EMPLOYEE MATTERS. Each of the Companies agrees to utilize, or
cause its Affiliates to utilize, the alternative procedure set forth in respect
to wage reporting set forth in Revenue Procedure 96-60, 1996-2 C.B. 399, with
respect to wage reporting.
SECTION 14. TREATMENT OF PAYMENTS; TAX GROSS UP.
14.01 Treatment of Tax Indemnity and Tax Benefit Payments. In the
absence of any change in tax treatment under the Code or other applicable Tax
Law,
1. any Tax indemnity payments made by a Company under Section 5
shall be reported for Tax purposes by the payor and the
recipient as distributions or capital contributions, as
appropriate, occurring immediately before the distribution
of all of the outstanding stock of Packaging Company to
Tenneco shareholders on the Distribution Date, and
2. any Tax Benefit payments made by a Company under Section 6,
shall
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be reported for Tax purposes by the payor and the recipient as distributions or
capital contributions, as appropriate, occurring immediately before the
distribution of all of the outstanding stock of Packaging Company to Tenneco
shareholders on the Distribution Date.
14.02 Tax Gross Up. If notwithstanding the manner in which Tax
indemnity payments and Tax Benefit payments were reported, there is an
adjustment to the Tax liability of a Company as a result of its receipt of a
payment pursuant to this Agreement, such payment shall be appropriately adjusted
so that the amount of such payment, reduced by the amount of all Income Taxes
payable with respect to the receipt thereof (but taking into account all
correlative Tax Benefits resulting from the payment of such Income Taxes), shall
equal the amount of the payment which the Company receiving such payment would
otherwise be entitled to receive pursuant to this Agreement.
14.03 Interest Under This Agreement. Anything herein to the
contrary notwithstanding, to the extent one Company ("indemnitor") makes a
payment of interest to another Company ("indemnitee") under this Agreement with
respect to the period from the date that the indemnitee made a payment of Tax to
a Tax Authority to the date that the indemnitor reimbursed the indemnitee for
such Tax payment, or with respect to the period from the date that the
indemnitor received a Tax Benefit to the date indemnitor paid the Tax Benefit to
the indemnitee, the interest payment shall be treated as interest expense to the
indemnitor (deductible to the extent provided by law) and as interest income by
the indemnitee (includible in income to the extent provided by law). The amount
of the payment shall not be adjusted under Section 14.02 to take into account
any associated Tax Benefit to the indemnitor or increase in Tax to the
indemnitee.
SECTION 15. DISAGREEMENTS. If after good faith negotiations the parties
cannot agree on the application of this Agreement to any
matter, then the matter will be referred to a nationally
recognized accounting firm acceptable to each of the parties
(the "Accounting Firm"). The Accounting Firm shall furnish
written notice to the parties of its resolution of any such
disagreement as soon as practical, but in any event no later
than 45 days after its acceptance of the matter for resolution.
Any such resolution by the Accounting Firm will be conclusive
and binding on all parties to this Agreement. In accordance
with Section 17, each party shall pay its own fees and expenses
(including the fees and expenses of its representatives)
incurred in connection with the referral of the matter to the
Accounting Firm. All fees and expenses of the Accounting Firm
in connection with such referral shall be shared equally by the
parties affected by the matter.
SECTION 16. LATE PAYMENTS. Any amount owed by one party to another party
under this Agreement which is not paid when due shall bear
interest at the Prime Rate plus two percent, compounded
semiannually, from the due date of the payment to the date
paid. To the extent interest required to be paid under this
Section 16 duplicates interest required to be paid under any
other provision of this
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Agreement, interest shall be computed at the higher of the
interest rate provided under this Section 16 or the interest
rate provided under such other provision.
SECTION 17. EXPENSES. Except as provided in Section 15, each party and its
Affiliates shall bear their own expenses incurred in connection
with preparation of Tax Returns, Tax Contests, and other
matters related to Taxes under the provisions of this
Agreement.
SECTION 18. SPECIAL RULES FOR DETERMINING MEMBERS OF GROUPS. For purposes
of this Agreement, the following special rules shall apply for
determining the members of the Packaging Group:
(a) Former Affiliates of Packaging Group. The Packaging Group
shall be deemed to include any corporation which (1) was a member of the
affiliated group (as defined in Code Section 1504(a), but treating all
corporations as "includable corporations" for purposes of such Code Section) of
which Tenneco is (or Old Tenneco was) the common parent, (2) was included in the
"packaging," "specialty packaging" or "paperboard packaging" segments for
purposes of segment reporting in Tenneco's (or Old Tenneco's) Annual Reports on
Form 10-K and (3) was sold, transferred, otherwise disposed of, or discontinued
prior to the date hereof. Any entity substantially all of the assets and
liabilities of which have been transferred to a member of the Packaging Group
(e.g., by a statutory merger) shall be treated as a member of the Packaging
Group. For example, Tenneco Packaging Specialty and Consumer Products Inc., a
Delaware corporation, shall, by virtue of its liquidation into Tenneco Packaging
Inc., be treated as a member of the Packaging Group. Similarly, Tenneco United
Kingdom Holdings Limited shall be treated as a member of the Packaging Group.
SECTION 19. GENERAL PROVISIONS
19.01 Addresses and Notices. Any notice, demand, request or report
required or permitted to be given or made to any party under this Agreement
shall be in writing and shall be deemed given or made when delivered in person
or when sent by first class mail or by other commercially reasonable means of
written communication (including delivery by an internation ally recognized
courier service or by facsimile transmission) to the party at the party's
address as follows:
If to Tenneco: 500 North Field Drive
Lake Forest, Illinois, 60045
Attn. Corporate Secretary
If to Packaging Company 1900 West Field Court
Lake Forest, Illinois 60045
Attn. Corporate Secretary
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A party may change the address for receiving notices under this Agreement
by providing written notice of the change of address to the other parties.
19.02 Assignment; Successors and Assigns. The provisions of this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties and their respective permitted successors and permitted assigns.
This Agreement shall be assignable in whole in connection with a merger or
consolidation or the sale of all or substantially all the assets of a party
hereto so long as the resulting, surviving or transferee entity assumes all the
obligations of the relevant party hereto by operation of law or pursuant to an
agreement in form and substance reasonably satisfactory to the parties to this
Agreement. Otherwise this Agreement shall not be assignable, in whole or in
part, directly or indirectly, by any party hereto without the prior written
consent of the other, and any attempt to assign any rights or obligations
arising under this Agreement without such consent shall be void.
19.03 Waiver. No failure by any party to insist upon the strict
performance of any obligation under this Agreement or to exercise any right or
remedy under this Agreement shall constitute waiver of any such obligation,
right, or remedy or any other obligation, rights, or remedies under this
Agreement.
19.04 Invalidity of Provisions. If any provision of this Agreement
is or becomes invalid, illegal or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall
not be affected thereby.
19.05 Further Action. The parties shall execute and deliver all
documents, provide all information, and take or refrain from taking action as
may be necessary or appropriate to achieve the purposes of this Agreement,
including the execution and delivery to the other parties and their Affiliates
and representatives of such powers of attorney or other authorizing
documentation as is reasonably necessary or appropriate in connection with Tax
Contests (or portions thereof) under the control of such other parties in
accordance with Section 9.
19.06 Integration. This Agreement, together with the Distribution
Agreement and the other Ancillary Agreements (as defined in the Distribution
Agreement) constitutes the entire agreement among the parties pertaining to the
subject matter of this Agreement and supersedes all prior agreements and
understandings pertaining thereto.
19.07 Construction. The language in all parts of this Agreement
shall in all cases be construed according to its fair meaning and shall not be
strictly construed for or against any party.
19.08 No Double Recovery; Subrogation. No provision of this
Agreement shall be construed to provide an indemnity or other recovery for any
Taxes costs, damages, or other amounts (including Tax Benefits) for which the
damaged party has been fully compensated under any other provision of this
Agreement or under any other agreement or action at law or equity. Unless
expressly required in this Agreement, a party shall not be required to exhaust
all remedies available under other agreements or at law or equity before
recovering under the remedies provided in this Agreement. Subject to any
limitations provided in this Agreement (for example, the limitation on filing
claims for refund in Section 4.07), the indemnifying party shall be subrogated
to all rights of
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the indemnified party for recovery from any third party.
19.09 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.
19.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State.
19.11 Modification. Subject to the provisions of Section 9.08 of
the Distribution Agreement, this Agreement may not be amended or modified except
in a writing executed by each of the parties hereto.
19.12 Termination. This Agreement may be terminated at any time
prior to the Distribution by and in the sole discretion of Tenneco without the
approval of Packaging Company. In the event of such termination, no party shall
have any liability of any kind to any other party or any other person. After the
Distribution, this Agreement may not be terminated except with the prior
approval of the stockholders of Tenneco and Packaging Company.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by the respective officers as of the date set forth above.
TENNECO INC.
By: ___________________________________
Its:___________________________________
TENNECO PACKAGING INC.
By: ___________________________________
Its:___________________________________
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EXHIBIT I
SHARED AGREEMENTS
SECTION 1.
1. Corporate Travel Agreement dated as
of November 30, 1998 by and between American Airlines, Inc. and Tenneco Business
Services Inc. (travel incentive).
2. Corporate Supply Agreement dated as
of July 1, 1996 by and between Boise Cascade Office Products Corporation and
Tenneco Business Services Inc. (office supplies).
3. Corporate Supply Agreement dated as
of February 1, 1999 by and between Bowman Distribution Division of Barnes Group,
Inc. and Tenneco Business Services Inc. (fasteners).
4. Corporate Agreement dated as of
October 30, 1998 by and between Delta Air Lines, Inc. (on its own behalf and on
behalf of Austrian Airlines, N.V. Sabena S.A. and Swiss Air Transport Company)
and Tenneco Business Services Inc. (air travel incentive).
5. Global Pricing Agreement dated as of
February 4, 1998 by and between Federal Express Corporation and Tenneco Business
Services Inc. (package delivery).
6. Corporate Account Agreement dated as
of October 17, 1998 by and between The Hertz Corporation and Tenneco Business
Services Inc. (vehicle rental).
7. Agreement for Services dated as of
May 16, 1996 by and between Kelly Services, Inc. and Tenneco Business Services
Inc. (services/temporary workers).
8. Supply Agreement dated as of August
31, 1995 by and among Motion Industries, Inc., Berry Bearing Company, a division
of Motion Industries, Inc. and Tenneco Business Services Inc. (bearings, etc.).
9. Preferred Carrier Agreement dated as
1998 by and between Northwest Airlines, Inc. and Tenneco Business Services Inc.
(travel incentive).
10. Security Services Contract dated as
of September 15, 1995 by and between Per Mar Security and Research Corp. and
Tenneco Business
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Services Inc. (security services).
11. Travel Services Agreement dated as
of September 3, 1996 by and between Rosenbluth International, Inc. and Tenneco
Business Services Inc. (travel services).
12. Agreement by and between Equilon
Enterprises LLC (formerly Texaco Lubricants Company) and Tenneco Business
Services Inc. (industrial lubricants).
13. UPS Ground, Air and International
Incentive Program dated as of April 28, 1997 by and between United Parcel
Service, Inc. and Tenneco Business Services Inc. (carrier/package delivery).
14. Corporate Supply Agreement dated as
of April 1996 by and between Wallace Computer Services, Inc. and Tenneco
Business Services Inc. (business forms).
15. Corporate Supply Agreement dated as
of June 1, 1997 by and between WESCO Distribution Inc. and Tenneco Business
Services Inc. (electrical supplies).
16. Copier Outsourcing Agreement and
Various Configuration Changes and Amendments dated as of May 8, 1996 by and
between Xerox Business Services, a division of Xerox Corporation, and Tenneco
Business Services Inc. (copiers).
SECTION 2.
1. Services Agreement dated as of
November 30, 1998 by and between Aaron Security & Investigation, Inc. and
Tenneco Business Services Inc. (security services).
2. Purchasing Card Agreement dated as of
March 18, 1996 by and between Citibank (South Dakota) N.A. and Tenneco Business
Services Inc., including its parent Tenneco Inc. (purchasing card/credit card).
3. Purchasing Card Agreement dated as of
April 2, 1998 by and between Citibank Canada and Tenneco Business Services Inc.
(Canadian purchasing card program).
4. Consultancy Services Agreement dated
as of April 1, 1997 by and between Dames & Moore and Tenneco Business Services
Inc. (environmental services/audits).
5. Central Travel System (CTS) Program
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Agreement dated as of July 11, 1996 by and between First Bank of South Dakota
(National Association) and Tenneco Business Services Inc. (credit card/travel
and entertainment card).
6. Corporate Card Program Agreement
dated asof July 11, 1996 by and between First Bank of South Dakota (National
Association) and Tenneco Business Services Inc. (corporate card program).
7. Agreement by and between Fuchs
Lubricants Company and Tenneco Business Services Inc. (lubricants).
8. National Account Service Agreement
dated as of February 3, 1999 by and between G&K Services and Tenneco Business
Services Inc. (uniforms).
9. Supplier Management Agreement dated
as of April 26, 1996 by and between Lyons Safety, Inc. and Tenneco Business
Services Inc. (safety equipment).
10. Special Customer Arrangement dated
as of March 5, 1999 by and between MCI Telecommunications Corporation and
Tenneco Business Services Inc. (telecommunication services).
11. Performance Based Contract for
Services dated as of March 17, 1997 by and between Price Waterhouse LLP and
Tenneco Business Services Inc. (international assignment services).
12. Relocation Services Agreement dated
as of March 15, 1996 by and between Prudential Residential Services Limited
Partnership d/b/a Prudential Resources Management, Tennessee Gas Pipeline
Company and Tenneco Business Services Inc. (relocation services).
13. Corporate Visa Card Agreement
undated by and between Royal Bank of Canada and Tenneco Business Services Inc.
(credit card/Canadian travel card).
14. Parts Washing and Waste Disposal
Services Agreement dated as of 1997 by and between Safety-Kleen Corp. and
Tenneco Business Services Inc. (parts washing/waste disposal services).
15. Corporate Volume Agreement dated as
of September 22, 1998 by and between United Air Lines, Inc. and Tenneco Business
Services Inc. (travel incentive).
16. Services Contract dated as of
September 1, 1995 by and between The Wackenhut Corporation and Tenneco Business
Services Inc. (security
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services).
17. Lease dated as of November 19, 1992 by and between Wheels, Inc. and
Tenneco Business Services Inc. (original agreement with Tennessee Gas &
Pipeline, assigned to TBS) (vehicle lease).
18. Management Services Agreement dated as of June 3, 1998 by and between
Pitney Bowes Management Services Inc. (PBMS) and Tenneco Packaging Inc. (general
office management services).
19. Contract for Facilities Management Services dated as of January 1,
1998 by and between International Service System-NY, Inc. (now doing business as
Onesource Facility Services, Inc.) and Tenneco Business Services Inc.
(janitorial and maintenance services).
20. Agreement by and between Tenneco Packaging, Inc. and Compass Group
USA, Inc. by and through its Eurest Dining Services Division (food and vending
services).
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EXHIBIT J
EXCEPTIONS TO RESIGNATIONS OF COMMON DIRECTORS, OFFICERS AND
EMPLOYEES
1. Investment Committee of the Tenneco
Inc. General Employee Benefit Trust (existing members may remain as members of
the Committee until March 31, 2000).
2. Tenneco Packaging (UK) Limited (David
E. Zerhusen and Urszula Kitchen to remain as directors).
3. Tenneco Rabbi Trust created in 1999
in connection with the spin-off (existing trustees may remain trustees after the
Distribution).
4. Tenneco Inc. Project Committee
appointed in connection with the spin-off (existing members may remain after the
Distribution).
5. Karl A. Stewart to remain as
Corporate Secretary of Tenneco and Packaging after the Distribution.
6. Dana G. Mead to remain as
non-executive Chairman of Tenneco and Packaging after the Distribution.
7. Directors Dana G. Mead, Paul T.
Stecko, Mark Andrews and Roger B. Porter to serve as member of the Board of
Directors of Tenneco and Packaging after the Distribution.
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EXHIBIT K
FORM OF
TRADEMARK TRANSITION LICENSE
THIS TRADEMARK TRANSITION LICENSE AGREEMENT (this "Trademark
Transition License Agreement") is made and entered into as of November 4, 1999
(the "Effective Date") by and among Tenneco Automotive Inc. (to be renamed
Tenneco Automotive Operating Company Inc.), a Delaware corporation organized and
existing under the laws of the State of Delaware, whose principal place of
business is located at 500 North Field Drive, Lake Forest, IL 60045
("Licensor"), and Tenneco Packaging Inc., a Delaware corporation whose principal
place of business is located at 1900 West Field Court, Lake Forest, IL 60045
("Licensee"), and Tenneco Management Company, a corporation organized under the
laws of the State of Delaware ("TMC").
WHEREAS, Pursuant to the terms of that certain Distribution Agreement
dated November 3, 1999 (the "DISTRIBUTION AGREEMENT"), Licensee and Licensor
have agreed to cause this Trademark Transition License Agreement to be entered
into regarding the use of certain trademarks by Licensee;
WHEREAS, TMC has assigned to Licensor and Licensor has adopted and is
using the name and mark "Tenneco," alone and in combination with other terms
and/or symbols and variations thereof, in the United States and elsewhere
throughout the world and Licensor is the owner of the U.S. Trademark
Registrations listed on SCHEDULE A and SCHEDULE B of this Agreement as well as
their foreign counterparts listed on SCHEDULE A and SCHEDULE B (hereinafter
individually and collectively referred to as the "Trademark"); and
WHEREAS, Licensee previously has used the Trademark and is desirous of
continuing to use said Trademark in connection with Licensee's current business,
including its current goods and services, to assist Licensee during its
transition to a new identity and for the limited purposes more fully described
below; and
NOW, THEREFORE, in consideration of the foregoing Recitals which are
hereby incorporated into the operative terms hereof, the mutual promises
contained in this Agreement and good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. LICENSE. Licensor grants to Licensee and its Subsidiaries (as such
term is defined in the Distribution Agreement), the limited, non-exclusive right
to use the Trademark under the common law and under the auspices and privileges
provided by any of the registrations covering the same, and Licensee hereby
undertakes to use the Trademark, only as follows:
a. For a period of sixty (60) days following the Effective Date of this
Agreement, Licensee and its Subsidiaries may continue to use the Trademark in
their corporate names to the extent (but only to the extent) they are being used
therein as of the Effective Date. Within sixty (60)
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days following the Effective Date, or as soon thereafter as reasonably practical
in non-U.S. jurisdictions, Licensee shall change or cause to be changed, if
necessary, such corporate names to delete the Trademark or any other word that
is confusingly similar to the Trademark. Notwithstanding the foregoing, for a
period of up to eighteen (18) months following the Effective Date, Licensee may
permit its Subsidiary Tenneco Forest Products S.A. of Romania ("Tenneco Forest")
or any successor to Tenneco Forest (the "Tenneco Forest Successor"), as
applicable, to continue using the Trademark in its corporate name to the extent
(but only to the extent) it is being used therein as of the Effective Date. On
or before the end of such 18-month period, Licensee will ensure that Tenneco
Forest and any Tenneco Forest Successor, as applicable, deletes the Trademark,
or any other word that is confusingly similar to the Trademark, from its
corporate name.
b. For a period of twelve (12) months following the Effective Date of
this Agreement, Licensee and its Subsidiaries shall be entitled to use their
supplies and documents which have imprinted thereon the Trademark to the extent
(but only to the extent) the Trademark is being used in connection with their
supplies and documents as of the Effective Date of this Agreement. Licensee
shall not, and shall not permit its Subsidiaries to, print or permit to be
printed any supplies or documents bearing the Trademark from and after
Agreement.the expiration of such 12-month period. For a period of up to twelve
(12) months following the Effective Date, Licensee may permit any Tenneco Forest
Successor, as applicable, to use supplies and documents which have imprinted
thereon the Trademark to the extent (but only to the extent) the Trademark is
being used in connection with Tenneco Forest supplies and documents as of the
Effective Date. Licensee shall ensure that any Tenneco Forest Successor does not
print or permit to be printed any new supplies or documents bearing the
Trademark from and after the expiration of such the period.
c. For a period of up to eighteen (18) months following the Effective
Date of this Agreement, Licensee and its Subsidiaries may use the Trademark on
signs, displays or other identifications or advertising material (other than
supplies or documents, which shall be governed by paragraph b above) to the
extent (but only to the extent) the Trademark is being used in connection with
their signs, displays or other identifications or advertising material as of the
Effective Date. Licensee shall not, and shall not permit its Subsidiaries to,
prepare, install or otherwise use any signs, displays or other identifications
or advertising material bearing the Trademark after the expiration of such
period. Licensee shall remove or cause to be removed any and all references to
the Trademark from any and all such signs, displays or other identifications or
advertising material by the end of such eighteen (18) month period. In addition
to the foregoing, Licensee may grant Packaging Corporation of America the
extended right under the Trademark Transition License Agreement ("PCA
Agreement"), dated April 12, 1999, between Licensee and Packaging Corporation of
America ("PCA") to use the Trademark on signs, displays or other
identifications, and advertising material, supplies and documents, for a period
of up to twelve (12) months following the Effective Date. Also, Licensee may
grant any Tenneco Forest Successor, as applicable, the right to use the
Trademark on signs, displays, other identifications and advertising material
(other than supplies or documents, which shall be governed by paragraph b above)
to the extent (but only to the extent ) the Trademark is being used in
connection with Tenneco Forest signs, displays or other identifications or
advertising material as of the Effective Date, for a period of up to eighteen
(18) months following the Effective Date. Licensee shall cause PCA and any
Tenneco Forest Successor, as applicable, to remove or cause to be removed any
and all references to the K-2
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Trademark from any and all signs, displays, or other identifications or
advertising materials by the end of such periods.
2. CERTAIN TRANSFERS NOT RECORDED. The parties hereby acknowledge that
Licensor is the owner of the Trademark registrations and applications for
registration identified on SCHEDULE B (the "Packaging Registrations"), although
such Packaging Registrations are at the Effective Date registered in the name of
TMC. The parties further acknowledge that Licensor does not presently intend to
cause such Packaging Registrations to be recorded in the name of Licensor with
the applicable United States and foreign trademark registration authority or
agency. It is hereby agreed, however, that all costs and fees subsequently
incurred by Licensor to record any of the Packaging Registrations shall
constitute Transaction Expenses under the Distribution Agreement.
3. QUALITY OF SERVICES. Licensee agrees to maintain and cause its
Subsidiaries, PCA and any Tenneco Forest Successor to maintain such quality
standards as have been prescribed by Licensor in the conduct of the business
operations with which the Trademark has been used by them as of the Effective
Date. Licensee shall, and shall cause its Subsidiaries, PCA and any Tenneco
Forest Successor to, use the Trademark only with goods and services of Licensee,
its Subsidiaries, PCA and any Tenneco Forest Successor, as applicable, in
accordance with the terms of this Agreement and the PCA Agreement, and with the
guidance and directions furnished to the Licensee by the Licensor, or its
authorized representatives or agents, from time to time, if any; but always the
quality of the goods and services shall be subject to the reasonable
satisfaction of Licensor or as specified by it.
4. INSPECTION. Licensee will permit, and will cause its Subsidiaries, PCA
and any Tenneco Forest Successor to permit, duly authorized representatives of
the Licensor to inspect any of their premises using the Trademark, as
applicable, at all reasonable times and subject to reasonable conditions, for
the purpose of ascertaining or determining compliance with Paragraphs 1 and 3
hereof.
5. USE OF TRADEMARK. When using the Trademark, Licensee undertakes to,
and shall cause its Subsidiaries, PCA and any Tenneco Forest Successor to,
comply with all laws pertaining to the Trademark. This provision includes
compliance with marking requirements. Licensee represents and warrants that all
goods and services to be sold under the Trademark by it, its Subsidiaries, PCA
and any Tenneco Forest Successor, and the marketing, sales, and distribution of
them, shall meet or exceed all federal, state, local and foreign laws,
ordinances, standards, regulations, and guidelines pertaining to such products
or activities, including, but not limited to those pertaining to product safety,
quality, labeling and propriety. Licensee agrees that it will not, and will not
permit its Subsidiaries, PCA or any Tenneco Forest Successor to, knowingly
package, market, sell, or distribute any goods or services, or knowingly cause
or permit any goods or services to be packaged, marketed, sold or distributed,
in violation of any such federal, state, local or foreign law, ordinance,
standard, regulation or guideline.
6. PACKAGING REGISTRATIONS. TMC agrees to only use the Packaging
Registrations to the extent expressly permitted by the terms of this Agreement.
TMC will not take any action with respect to any Packaging Registrations, except
as directed by Licensor, and will allow any and all
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registrations and applications for U.S. or foreign registration in the Packaging
Registrations to lapse (unless otherwise directed by Licensor). In addition,
upon receiving a request from Licensor to perfect the assignment of any or all
Packaging Registrations to Licensor or one of its affiliates, TMC will take such
action within ten (10) business days of the receipt of such request. Any
expenses for such action will be shared jointly by Licensor and TMC and all such
fees and expenses shall constitute Transaction Expenses under the Distribution
Agreement.
7. EXTENT OF LICENSE. The license and other rights granted herein are for
the sole purpose of assisting Licensee and its Subsidiaries, PCA and any Tenneco
Forest Successor in transition to new identities and are not assignable or
transferable in any manner whatsoever. Licensee has no right to grant any
sublicenses or to use the Trademark for any other purpose, except as
specifically provided herein.
8. INDEMNITY. Licensee acknowledges that it, and its Subsidiaries, other
affiliates and sublicensees granted any rights pursuant to this Agreement
(including without limitation PCA or any Tenneco Forest Successor), will not
have any claims against Licensor or any of its affiliates hereunder for any
damage to property or injury to persons arising out of, or as the result of, the
exercise by Licensee or its Subsidiaries, other affiliates or sublicensees of
any license rights pursuant to this Agreement. Licensee agrees to indemnify,
hold harmless, and defend Licensor and its Subsidiaries, affiliates and
authorized representatives (with legal counsel reasonably acceptable to
Licensor) from and against any and all demands, claims, injuries, losses,
damages, actions, suits, causes of action, proceedings, judgments, liabilities
and expenses (including reasonable attorneys' fees, court costs and other
reasonable legal expenses) (collectively, the "Claims") arising out of or
connected with:
a. the use of the Trademark by Licensee or any of its
Subsidiaries, affiliates or other third parties granted
anyrights pursuant to this Agreement (including without
limitation PCA or any Tenneco Forest Successor);
b. any breach by Licensee or any of its Subsidiaries of any
provision of this Agreement or of any warranty made by
Licensee in this Agreement;
c. any claims against Licensor or any of its Subsidiaries or
other affiliates by any Tenneco Forest Successor or PCA in
respect of any Trademark or other licenses granted hereby; or
d. any failure of PCA and or any Tenneco Forest Successor to act
or refrain from acting with respect to any Trademark in
accordance with the provisions of the Agreement.
Notwithstanding anything to the contrary which may be contained herein,
Licensee's obligation to defend, indemnify and hold harmless Licensor for Claims
hereunder is expressly conditioned upon Licensor: (a)(1) providing prompt (i.e.,
within 10 business days) notice to Licensee of any such Claim for which Licensor
seeks defense and indemnification hereunder (i.e., provided that Licensee is not
the first party to become aware of such Claim); (b)(2) promptly tendering the
defense of the same (as applicable) to Licensee; and (c)(3) reasonably
cooperating in the defense or settlement of
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such Claim, at Licensee's expense. No approval by Licensor of any action by
Licensee or any of its Subsidiaries, affiliates or other third parties granted
any rights pursuant to this Agreement (including without limitation PCA or any
Tenneco Forest Successor), shall affect any right of Licensor to indemnification
hereunder. Notwithstanding the foregoing, any failure on the part of Licensor to
give notice to Licensee of any Claim for what it is entitled to indemnification
hereunder shall not affect Licensor's right to indemnification from Licensee
hereunder unless the Licensee has been actually prejudiced as a result of such
failure.
9. TERMINATION. This Agreement may be terminated at any time
prior to the Distribution by and in the sole discretion of Licensor without the
approval of Licensee. In the event of such termination, no Party shall have any
liability of any kind to any other Party or any other person. After
Distribution, except as otherwise provided herein, this Agreement shall remain
in full force and effect for the periods stated in Paragraph 1 above. However,
Licensor retains the right to immediately terminate this Agreement in the event
of a material breach of any term of this Agreement by Licensee or any of its
Subsidiaries, PCA or any Tenneco Forest Successor, upon written notice to the
Licensee and Licensee's failure to cure the material breach within ten (10)
business days receipt of such written notice.
10. OWNERSHIP OF TRADEMARK. The Licensee acknowledges
Licensor's exclusive right, title and interest in and to the Trademark and will
not at any time do or cause or knowingly permit to be done any act or thing
contesting or in any way impairing or tending to impair any part or all of such
right, title and interest. In connection with the use of the Trademark, Licensee
shall not, and shall not permit its Subsidiaries, PCA or any Tenneco Forest
Successor to, in any manner represent that it has any ownership in the Trademark
or registrations thereof, and acknowledges that use of the Trademark shall inure
to the benefit of the Licensor. On termination of this Agreement in any manner
provided herein, the Licensee will use all reasonable efforts to destroy, or
cause to be destroyed or otherwise dispose of, all signs, displays or other
identifications or advertising material, supplies and documents, and any other
materials bearing the Trademark and will certify to Licensor in writing that it
has done so. Such obligation shall apply to any affected items with respect to
any partial termination of license rights hereunder, as applicable. Furthermore,
Licensee and each of its Subsidiaries will not, and Licensee shall not permit
any of its Subsidiaries, PCA or any Tenneco Forest Successor to, at any time
adopt or use without the Licensor's prior written consent, any word or mark
which is likely to be similar to or confusing with the Trademark.
11. INFRINGEMENT OF TRADEMARK. If Licensee, any of its
Subsidiaries, PCA or any Tenneco Forest Successor learns of any actual or
threatened infringement of the Trademark or of the existence, use, or promotion
of any mark or design similar to the Trademark, Licensee shall promptly notify
Licensor. Licensor has the right to decide at its sole discretion what legal
proceedings or other action, if any, shall be affirmatively taken, by who, how
such proceedings or other action shall be conducted, and in whose name such
proceedings or other action shall be performed. Notwithstanding the foregoing,
Licensee shall not be obliged to pay the expenses of any such suit, which shall
be prosecuted solely and wholly at Licensor's expense. Any legal proceedings
instituted pursuant to this Section shall be for the sole benefit of Licensor
and all sums recovered in such proceedings whether by judgment, settlement, or
otherwise, shall be retained solely and exclusively by Licensor.
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12. INJUNCTIVE RELIEF. Licensee acknowledges that any breach
or threatened breach of any of Licensee's covenants in this Agreement relating
to the Trademark including, without limitation, Licensee's and/or any of its
Subsidiaries' failure to cease the manufacture, sale, marketing, or distribution
of the goods bearing the Trademark at the termination or expiration of the term
provided in this Agreement may result in immediate and irreparable damage to
Licensor and to the rights of any subsequent licensee of them. Licensee
acknowledges and admits that there is no adequate remedy at law for failure to
cease such activities, and Licensee agrees that in the event of such breach or
threatened breach, Licensor shall be entitled to temporary and permanent
injunctive relief and such other relief as any court with jurisdiction may deem
just and proper.
13. MODIFICATION, WAIVER, SEVERABILITY. Subject to the
provisions of Section 9.08 of the Distribution Agreement, this Agreement may not
be amended or modified except in a writing executed by each of the parties
hereto. The failure by any party to exercise or a delay in exercising any right
provided for herein shall not be deemed a waiver of any right hereunder.
Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law,
such provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.
14. NOTICE. Any notices required or permitted to be given under
this Agreement shall be deemed sufficiently given if mailed by registered mail,
return receipt requested postage prepaid, addressed to the party to be notified
at its address shown above (followed by confirmed facsimile) or at such other
address as may be furnished in writing to the notifying party.
15. MISCELLANEOUS.
a. CAPTIONS. The captions for each Section have been inserted for
the sake of convenience and shall not be deemed to be binding upon the parties
for the purpose of interpretation of this Agreement.
b. INTERPRETATION. The parties agree that each party and its
counsel has reviewed this Agreement and the normal rule of construction that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.
c. c. writing.
ASSIGNABILITY. Subject to the following, the provisions
of this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties and their respective permitted successors and
permitted assigns. This Agreement shall be assignable by Licensor so long as the
resulting successor assumes all the obligations of Licensor. This Agreement may
not be assigned by Licensee in whole or part without the prior written consent
of Licensor.
d. RIGHTS CUMULATIVE. Except as expressly provided in this
Agreement, and to the extent permitted by law, any remedies described in this
Agreement are cumulative and not alternative to any other remedies available at
law or in equity.
K-6
<PAGE> 144
IN WITNESS WHEREOF, the parties have executed or caused this
Transition Trademark License Agreement to be executed as of the first date
written above.
Tenneco Automotive Inc. (LICENSOR)
By:
Tenneco Management Company ("TMC")
By:
Tenneco Packaging Inc. (LICENSEE)
By:
K-7
<PAGE> 145
SCHEDULE A
UNITED STATES REGISTRATIONS
TRADEMARK Country Registration No. Registration Date
TENNECO United States 2080683 22JL1997
K-8
<PAGE> 146
FOREIGN REGISTRATIONS
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Albania 7418 15NO1998
TENNECO & DESIGN Albania 7419 15NO1998
TENNECO Algeria 0496020 30SE1995
TENNECO & DESIGN Algeria 049619 30SE1995
TENNECO Antigua 2737
TENNECO Armenia AM3073 12MY1998
TENNECO & DESIGN Armenia AM3074 12MY1998
TENNECO Australia 673129 22SE1995
TENNECO & DESIGN Australia 673119 22SE1995
TENNECO & DESIGN Austria 163909 26AP1996
TENNECO Austria 163908 26AP1996
TENNECO & DESIGN Belarus BY7981 22SE1995
TENNECO Benelux 582665 22SE1995
TENNECO & DESIGN Benelux 582666 22SE1995
TENNECO & DESIGN Bulgaria 28518 24JE1996
TENNECO Bulgaria 28519 24JE1996
TENNECO Chile 525211 23OC1998
TENNECO Chile 355051 11MY1990
TENNECO Czech Republic 166351
TENNECO & DESIGN Czech Republic 205245 10NO1997
TENNECO Denmark VR06.532 1995 29SE1995
TENNECO & DESIGN Denmark Reg: VR06.531 1995 29SE1995
TENNECO East Germany 643998 21AP1982
TENNECO & DESIGN Estonia 22923 26MR1997
TENNECO Estonia 22924 26MR1996
TENNECO & DESIGN Finland 206491 30JE1997
</TABLE>
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<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Finland 206490 30JE1997
TENNECO France 1698801 10OC1991
TENNECO France 95589254 22SE1995
TENNECO & DESIGN France 95589255 22SE1995
TENNECO & DESIGN Germany 395 38 838 18MR1998
TENNECO & DESIGN Great Britain 2038109 20SE1995
TENNECO Greece 126258 22SE1995
TENNECO & DESIGN Hungary 153263 24AU1998
TENNECO Hungary 153264 24AU1998
TENNECO Hungary 123938 08AP1982
TENNECO & DESIGN Iceland 189/1996 22FE1996
TENNECO Iceland 188/1996 22FE1996
TENNECO & DESIGN Italy 718343 17JL1998
TENNECO Italy 718342 17JL1998
TENNECO Kyrgyzstan KG3996 30SE1997
TENNECO Latvia 37822 22SE1995
TENNECO & DESIGN Latvia 37543 20JE1997
TENNECO & DESIGN Macao 15243-M 06JE1997
TENNECO Macao 15242-M 02AP1996
TENNECO Mexico 131060 28JE1966
TENNECO Mexico 206765
TENNECO Mexico 216989 09DE1976
TENNECO & DESIGN Moldova 4732 22SE1995
TENNECO Moldova 4731 22SE1995
TENNECO Monoco 9516512 22SE1995
TENNECO & DESIGN Monoco 9516513 22SE1995
TENNECO & DESIGN Myanmar 4258/1995 27SE1995
</TABLE>
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<PAGE> 148
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Netherlands Antilles 19526 04SE1996
TENNECO Netherlands Antilles 19527 04SE1996
TENNECO & DESIGN Norway 178127 21NO1996
TENNECO & DESIGN O.A.P.I 35495 22SE1995
TENNECO O.A.P.I 35496 22SE1995
TENNECO Poland 59304
TENNECO & DESIGN Portugal 312666 15JA1997
TENNECO & DESIGN Romania 25509 13OC1997
TENNECO & DESIGN Russian Federation 166989 18AU1998
TENNECO Slovak Republic 182616 15OC1998
TENNECO & DESIGN Slovak Republic 182615 15OC1998
TENNECO Sweden 329070 27NO1998
TENNECO & DESIGN Sweden 329071 27NO1998
TENNECO Switzerland 431835 22SE1995
TENNECO & DESIGN Switzerland 431836 22SE1995
TENNECO & DESIGN Syria 57302 27MR1996
TENNECO Syria 57301 27MR1996
TENNECO & DESIGN Tunisia EE95.1270 22SE1995
TENNECO Tunisia EE95.1269 22SE1995
TENNECO Uzbekistan UZ6392 09JE1997
TENNECO & DESIGN Uzbekistan UZ6393 09JE1997
TENNECO Vietnam 19166 23NO1995
TENNECO & DESIGN Vietnam 21123 19JE1996
TENNECO & DESIGN Zaire 5163/95 22SE1995
TENNECO Zaire 2607/91 05JL1991
TENNECO Zaire 5162/95 22SE1995
</TABLE>
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<PAGE> 149
FOREIGN APPLICATIONS
<TABLE>
<CAPTION>
TRADEMARK COUNTRY APPLICATION NO. APPLICATION DATE
<S> <C> <C> <C>
TENNECO Germany 39538842.2 22SE1995
TENNECO Mozambique 01 22SE1995
TENNECO & DESIGN Mozambique 01 22SE1995
</TABLE>
K-12
<PAGE> 150
SCHEDULE B
UNITED STATES TRADEMARK REGISTRATIONS
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO United States 1310943 25DE1984
TENNECO United States 1917869 12SE1995
TENNECO United States 786614 16MR1965
TENNECO United States 783055 12JA1965
TENNECO United States 1930571 31OC1995
TENNECO United States 823408 31JA1967
TENNECO United States 827435 18AP1967
TENNECO & DESIGN United States 2155820 05MY1998
TENNECO & DESIGN United States 831633 04JL1967
TENNECO & DESIGN United States 823409 31JA1967
TENNECO & DESIGN United States 827436 18AP1967
TENNECO & DESIGN United States 786595 16MR1965
TENNECO & DESIGN United States 786984 23MR1965
TENNECO & DESIGN United States 1250177 06SE1983
TENNECO & DESIGN United States 1259146 29NO1983
TENNECO & DESIGN United States 1236187 03MY1983
TENNECO & DESIGN United States 1310944 25DE1984
TENNECO & United States 1249771 30AU1983
DESIGN(COLOR)
TENNECO & United States 866994 25MR1969
DESIGN(COLOR)
TENNECO & United States 1225646 01FE1983
DESIGN(COLOR)
</TABLE>
K-13
<PAGE> 151
FOREIGN TRADEMARK REGISTRATIONS
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN African Intellectual 23161 01NO1982
TENNECO Algeria 38363 21DE1986
TENNECO & DESIGN Algeria 32917
TENNECO Argentina 1528284 30JE1994
TENNECO Argentina 1534801 31AU1994
TENNECO Argentina 1541968 31OC1994
TENNECO Argentina 1609658 31JL1996
TENNECO Argentina 1609659 31JL1996
TENNECO Argentina 1609660 31JL1996
TENNECO Argentina 1609661 31JL1996
TENNECO Argentina 1609662 31JL1996
TENNECO Argentina 1654877 09JA1998
TENNECO & DESIGN Argentina 1528285 30JE1994
TENNECO & DESIGN Argentina 1528286 30JE1994
TENNECO & DESIGN Argentina 1541969 31OC1994
TENNECO & DESIGN Argentina 1571568 12MR1995
TENNECO & DESIGN Arizona 20513 07AU1981
TENNECO Armenia 1881 11JE1997
TENNECO Armenia 1882 11JE1997
TENNECO Australia A201497 19AP1966
TENNECO Australia A201498 19AP1966
TENNECO Australia A201499 19AP1966
TENNECO Australia A201500 19AP1966
TENNECO Australia A201501 19AP1966
TENNECO Australia A616779 22NO1993
TENNECO Australia A616780 22NO1993
TENNECO & DESIGN Australia A201502 19AP1966
TENNECO & DESIGN Australia A201503 19AP1966
TENNECO & DESIGN Australia A201504 19AP1966
TENNECO & DESIGN Australia A201505 19AP1966
TENNECO & DESIGN Australia A201506 19AP1966
TENNECO & DESIGN Australia A616781 22NO1993
TENNECO & DESIGN Australia A616782 22NO1993
TENNECO & DESIGN Australia A381901 30SE1982
TENNECO & DESIGN Australia A381900 30SE1982
TENNECO Austria 59340 19AP1967
TENNECO Bahamas 5131
TENNECO Bahamas 5129
TENNECO Bahamas 5130
</TABLE>
K-14
<PAGE> 152
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Bahamas 5128
TENNECO Bahamas 5127
TENNECO Bahamas 5126
TENNECO Bahamas 10767
TENNECO Bahamas 17807 22SE1995
TENNECO Bahamas 17798 22SE1995
TENNECO Bahamas 17801 22SE1995
TENNECO Bahamas 17854 22SE1995
TENNECO Bahamas 17853 22SE1995
TENNECO Bahamas 17855 22SE1995
TENNECO & DESIGN Bahamas 17882 22SE1995
TENNECO & DESIGN Bahamas 17797 22SE1995
TENNECO & DESIGN Bahamas 17795 22SE1995
TENNECO & DESIGN Bahamas 17796 22SE1995
TENNECO & DESIGN Bahamas 17806 22SE1995
TENNECO & DESIGN Bahamas 5137
TENNECO & DESIGN Bahamas 5135
TENNECO & DESIGN Bahamas 5136
TENNECO & DESIGN Bahamas 5134
TENNECO & DESIGN Bahamas 5133
TENNECO & DESIGN Bahamas 5132
TENNECO& DESIGN Bahamas 17852 22SE1995
TENNECO Bahrain 1744 20SE1995
TENNECO Bahrain 1745 21AU1996
TENNECO Bahrain 1746 21AU1996
TENNECO Bahrain 1747 20SE1995
TENNECO Bahrain 1748 20SE1995
TENNECO Bahrain 11913 15SE1988
TENNECO Bahrain 11914 15SE1988
TENNECO Bahrain 19344 07JL1998
TENNECO Bahrain 19345 07JL1998
TENNECO Bahrain 19346 07JL1998
TENNECO Bahrain 19347 07JL1998
TENNECO & DESIGN Bahrain 11917 15SE1988
TENNECO & DESIGN Bahrain 11918 15SE1988
TENNECO & DESIGN Bahrain 11919 15SE1988
TENNECO & DESIGN Bahrain 11920 15SE1988
TENNECO Bangladesh 8780 20DE1966
TENNECO Bangladesh 8781 20DE1966
TENNECO Bangladesh 8782 20DE1966
TENNECO Bangladesh 8783 20DE1966
TENNECO Bangladesh 8784 20DE1966
TENNECO Bangladesh 8785 20DE1966
TENNECO & DESIGN Bangladesh 8786 20DE1966
TENNECO & DESIGN Bangladesh 9162 20DE1966
</TABLE>
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<PAGE> 153
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Bangladesh 9163 20DE1966
TENNECO & DESIGN Bangladesh 9164 20DE1966
TENNECO & DESIGN Bangladesh 9165 20DE1966
TENNECO & DESIGN Bangladesh 9166 20DE1966
TENNECO & DESIGN Bangladesh 18276 09NO1982
TENNECO & DESIGN Bangladesh 18277 09NO1982
TENNECO Belarus 1756 18NO1993
TENNECO Belarus BY 7980 22SE1995
TENNECO & DESIGN Belarus 2460 20DE1993
TENNECO Benelux 87329
TENNECO & DESIGN Benelux 95975
TENNECO & DESIGN Benelux 378503
TENNECO Bermuda 27204 22SE1995
TENNECO Bermuda 27206 22SE1995
TENNECO Bermuda 27207 22SE1995
TENNECO Bermuda 27208 22SE1995
TENNECO Bermuda 27209 22SE1995
TENNECO Bermuda 27210 22SE1995
TENNECO Bermuda 27211 22SE1995
TENNECO & DESIGN Bermuda 10002 22NO1982
TENNECO & DESIGN Bermuda 10004 22NO1982
TENNECO Bolivia 59126-C 17AU1995
TENNECO Bolivia 59127-C 17AU1995
TENNECO Bolivia 59152-C 17AU1995
TENNECO Bolivia 65450-C 04MR1998
TENNECO Bolivia 65451-C 04MR1998
TENNECO Bolivia 65452-C 04MR1998
TENNECO Bolivia 65453-C 04MR1998
TENNECO Bolivia 65506-C 09MR1998
TENNECO Bolivia 65507-C 09MR1998
TENNECO Bolivia 65570-C 24MR1998
TENNECO Bolivia 48019 15NO1988
TENNECO & DESIGN Bolivia 65548-C 17MR1998
TENNECO & DESIGN Bolivia 65549-C 17MR1998
TENNECO & DESIGN Bolivia 65571-C 24MR1998
TENNECO & DESIGN Bolivia 65572-C 24MR1998
TENNECO & DESIGN Bolivia 65573-C 24MR1998
TENNECO & DESIGN Bolivia 59125-C 17AU1995
TENNECO Bophuthatswana 66/1506
TENNECO Bophuthatswana 66/1504
TENNECO & DESIGN Bophuthatswana 66/1511
TENNECO & DESIGN Bophuthatswana 66/1509
</TABLE>
K-16
<PAGE> 154
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Bophuthatswana 82/0764G
TENNECO & DESIGN Bophuthatswana 82/0764 05OC1982
TENNECO & DESIGN Bophuthatswana 82/0763
TENNECO Botswana 7363
TENNECO Botswana 7365 18AP1996
TENNECO & DESIGN Botswana SA11649 22JL1991
TENNECO & DESIGN Botswana SA11650 22JL1991
TENNECO Brazil 817793160 12MR1996
TENNECO & DESIGN Brazil 817793178 12MR1996
TENNECO Brazil 6072038 25AP1975
TENNECO Brazil 6085741 25MY1975
TENNECO Brazil 607554045 27OC1981
TENNECO Brazil 607554010 27OC1981
TENNECO Brazil 817765620 05DE1995
TENNECO Brazil 817793160 12MR1996
TENNECO Brazil 817793186 28AP1994
TENNECO & DESIGN Brazil 6085768 25MY1975
TENNECO & DESIGN Brazil 006072046 25AP1975
TENNECO & DESIGN Brazil 607553979 27OC1981
TENNECO & DESIGN Brazil 810819759 01NO1983
TENNECO & DESIGN Brazil 810819740 14FE1984
TENNECO & DESIGN Brazil 607553995 13OC1981
TENNECO & DESIGN Brazil 607553960 13OC1981
TENNECO & DESIGN Brazil 817793178 12MR1996
TENNECO & DESIGN Brazil 817793194 12MR1995
TENNECO British Virgin Islands 1978
TENNECO British Virgin Islands 2933 10OC1995
TENNECO & DESIGN British Virgin Islands 2934 10OC1995
TENNECO British Virgin Islands 1160
TENNECO British Virgin Islands 1979
TENNECO & DESIGN British Virgin Islands 1159
TENNECO Brunei 3367 22JE1967
TENNECO Brunei 3368 22JE1967
TENNECO Brunei 3369 22JE1967
TENNECO Brunei 3370 22JE1967
TENNECO Brunei 3371 22JE1967
TENNECO Brunei 3372 22JE1967
TENNECO Brunei 22010 25SE1995
TENNECO Brunei 22458 25SE1995
TENNECO & DESIGN Brunei 3373 22JE1967
TENNECO & DESIGN Brunei 3374 22JE1967
TENNECO & DESIGN Brunei 3375 22JE1967
TENNECO & DESIGN Brunei 3376 22JE1967
</TABLE>
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<PAGE> 155
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Brunei 3377 22JE1967
TENNECO & DESIGN Brunei 3378 22JE1967
TENNECO & DESIGN Brunei 21499 25SE1995
TENNECO & DESIGN Brunei 22008 25SE1995
TENNECO & DESIGN Brunei 22460 25SE1995
TENNECO & DESIGN Brunei 22917 22SE1995
TENNECO Bulgaria 5337 21NO1996
TENNECO & DESIGN Bulgaria 5338 21NO1996
TENNECO Bulgaria 13692
TENNECO& DESIGN Bulgaria 13693
TENNECO Burma 1674/1982
TENNECO & DESIGN Burma 1675/1982
TENNECO & DESIGN Burundi 1907 25OC1982
TENNECO Canada 164560 08AU1984
TENNECO Canada 271058 16JL1982
TENNECO Canada 271239 23JL1982
TENNECO Canada 338835 08AP1988
TENNECO Canada 389592 25OC1991
TENNECO Canada 437524 30DE1994
TENNECO Canada 501483 30SE1998
TENNECO & DESIGN Canada 169630 12JE1985
TENNECO & DESIGN Canada 338938 08AP1988
TENNECO & DESIGN Canada 389387 11OC1991
TENNECO & DESIGN Canada 418508 22OC1993
TENNECO & DESIGN Canada 501705 02OC1998
TENNECO Chile 431708 21SE1994
TENNECO Chile 509272 01JE1998
TENNECO Chile 525210 23OC1998
TENNECO & DESIGN Chile 431709 21SE1994
TENNECO & DESIGN Chile 353748 06AP1990
TENNECO & DESIGN Chile 392145 04SE1992
TENNECO China P.R. 904147 27NO1996
TENNECO China P.R. 989224 21AP1997
TENNECO China P.R. 989603 21AP1997
TENNECO China P.R. 992005 28AP1997
TENNECO China P.R. 996258 07MY1997
TENNECO China P.R. 1001728 07MY1997
TENNECO China P.R. 1007489 14MY1997
TENNECO China P.R. 1019814 28MY1997
TENNECO China P.R. 1056478 21JL1997
TENNECO China P.R. 1067746 28JL1997
TENNECO & DESIGN China P.R. 904141 27NO1996
TENNECO & DESIGN China P.R. 989225 21AP1997
</TABLE>
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<PAGE> 156
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN China P.R. 989604 21AP1997
TENNECO & DESIGN China P.R. 992004 28AP1997
TENNECO & DESIGN China P.R. 996257 07MY1997
TENNECO & DESIGN China P.R. 1001727 07MY1997
TENNECO & DESIGN China P.R. 1001730 07MY1997
TENNECO & DESIGN China P.R. 1007488 14MY1997
TENNECO & DESIGN China P.R. 1019810 28MY1997
TENNECO & DESIGN China P.R. 1056480 21JL1997
TENNECO & DESIGN China P.R. 1067748 28JL1997
TENNECO & DESIGN China P.R. 989222 21AP1997
(IN CHINESE)
TENNECO & DESIGN China P.R. 989606 21AP1997
(IN CHINESE)
TENNECO & DESIGN China P.R. 992002 28AP1997
(IN CHINESE)
TENNECO & DESIGN China P.R. 996259 07MY1997
(IN CHINESE)
TENNECO & DESIGN China P.R. 1007486 14MY1997
(IN CHINESE)
TENNECO & DESIGN China P.R. 1019811 28MY1997
(IN CHINESE)
TENNECO & DESIGN China P.R. 1056477 21JL1997
(IN CHINESE)
TENNECO & DESIGN China P.R. 1067749 28JL1997
(IN CHINESE)
TENNECO & DESIGN China P.R. 180234 05JL1983
TENNECO & DESIGN China P.R. 760762 14AU1995
TENNECO (IN China P.R. 989223 21AP1997
CHINESE)
TENNECO (IN China P.R. 989605 20AP1997
CHINESE)
TENNECO (IN China P.R. 992003 28AP1997
CHINESE)
TENNECO (IN China P.R. 996260 07MY1997
CHINESE)
TENNECO (IN China P.R. 1001729 07MY1997
CHINESE)
TENNECO (IN China P.R. 1007487 14MY1997
CHINESE)
TENNECO (IN China P.R. 1019812 28MY1997
CHINESE)
TENNECO (IN China P.R. 1056479 21JL1997
CHINESE)
TENNECO (IN China P.R. 1067747 28JL1997
CHINESE)
TENNECO Colombia 65173 08AU1967
TENNECO Colombia 65173A 08AU1967
TENNECO Colombia 65173B 08AU1967
TENNECO Colombia 65179 08AU1967
</TABLE>
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<PAGE> 157
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Colombia 65181 08AU1982
TENNECO Colombia 187950 29JL1996
TENNECO Colombia 187951 29JL1996
TENNECO Colombia 188178 13AU1996
TENNECO Colombia 188179 13AU1996
TENNECO Colombia 188182 13AU1996
TENNECO Colombia 188183 13AU1996
TENNECO Colombia 188368 15AU1996
TENNECO Colombia 188832 23AU1996
TENNECO & DESIGN Colombia 65172 08AU1967
TENNECO & DESIGN Colombia 65172A 08AU1967
TENNECO & DESIGN Colombia 65174 08AU1967
TENNECO & DESIGN Colombia 65177 08AU1967
TENNECO & DESIGN Colombia 187949 29AU1996
TENNECO & DESIGN Colombia 188180 13AU1996
TENNECO & DESIGN Colombia 188181 13AU1996
TENNECO & DESIGN Colombia 188186 13AU1996
TENNECO & DESIGN Colombia 188187 13AU1996
TENNECO & DESIGN Colombia 188194 13AU1996
TENNECO & DESIGN Colombia 188195 13AU1996
TENNECO & DESIGN Colombia 188196 13AU1996
TENNECO & DESIGN Colombia 188197 13AU1996
TENNECO & DESIGN Colombia 106946 30AU1984
TENNECO Costa Rica 35778 30MY1982
TENNECO Costa Rica 35793 01JE1982
TENNECO Costa Rica 35795 01JE1982
TENNECO Costa Rica 35797 01JE1982
TENNECO Costa Rica 35798 01JE1982
TENNECO Costa Rica 35800 01JE1982
TENNECO & DESIGN Costa Rica 14043 28JL1982
TENNECO & DESIGN Costa Rica 35734 30MY1992
TENNECO & DESIGN Costa Rica 35790 01JE1982
TENNECO & DESIGN Costa Rica 35829 22JE1982
TENNECO & DESIGN Costa Rica 35830 22JE1982
TENNECO & DESIGN Costa Rica 35831 22JE1982
TENNECO & DESIGN Costa Rica 35872 06JE1982
TENNECO & DESIGN Costa Rica 61649 05JA1983
TENNECO & DESIGN Costa Rica 61650 05JA1983
TENNECO Cuba 116328 25JE1986
TENNECO Cuba 116332 25JE1986
TENNECO Cyprus 11201
TENNECO Cyprus 11202
TENNECO Cyprus 11203
TENNECO Cyprus 11204
TENNECO Cyprus 43474 22OC1998
TENNECO Cyprus 43475 22OC1998
TENNECO Cyprus 43476 22OC1998
TENNECO Cyprus 43477 22OC1998
TENNECO Cyprus 43478 22OC1998
</TABLE>
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<PAGE> 158
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Cyprus 43479 22OC1998
TENNECO Cyprus 43480 22OC1998
TENNECO Cyprus 43481 22OC1998
TENNECO & DESIGN Cyprus 11205
TENNECO & DESIGN Cyprus 11206
TENNECO & DESIGN Cyprus 11207
TENNECO & DESIGN Cyprus 11208
TENNECO & DESIGN Cyprus 43464 22OC1998
TENNECO & DESIGN Cyprus 43465 22OC1998
TENNECO & DESIGN Cyprus 43467 22OC1998
TENNECO & DESIGN Cyprus 43468 22OC1998
TENNECO & DESIGN Cyprus 43469 22OC1998
TENNECO & DESIGN Cyprus 43470 22OC1998
TENNECO & DESIGN Cyprus 43471 22OC1998
TENNECO & DESIGN Cyprus 43472 22OC1998
TENNECO & DESIGN Cyprus 43473 22OC1998
TENNECO & DESIGN Cyprus 23042 05OC1982
TENNECO & DESIGN Cyprus 23044 05OC1982
TENNECO Czech Republic 205246 10NO1997
TENNECO & DESIGN Czech Republic 166350
TENNECO Denmark 3202 10NO1967
TENNECO & DESIGN Denmark 3196/1982 03SE1982
TENNECO Dominican Republic 15419 19JA1967
TENNECO Dominican Republic 15408 18JA1967
TENNECO Dominican Republic 15421 20JA1967
TENNECO Dominican Republic 34086 30JE1982
TENNECO Dominican Republic 81867 15JA1996
TENNECO Dominican Republic 81813 15JA1986
TENNECO Dominican Republic 81305 15JA1986
TENNECO Dominican Republic 81530 15JA1986
TENNECO Dominican Republic 81537 15JA1986
TENNECO & DESIGN Dominican Republic 81814 15JA1996
TENNECO & DESIGN Dominican Republic 81823 15JA1996
TENNECO & DESIGN Dominican Republic 81536 15JA1996
TENNECO & DESIGN Dominican Republic 81306 15JA1996
TENNECO & DESIGN Dominican Republic 81518 15JA1996
TENNECO & DESIGN Dominican Republic 81866 15JA1996
TENNECO & DESIGN Dominican Republic 81305 15JA1996
TENNECO Ecuador 270-88 20FE1967
TENNECO Ecuador 0504-95 31MY1995
TENNECO Ecuador 0505-95 31MY1995
TENNECO Ecuador 1774-95 31MY1995
TENNECO Ecuador 61264 28AP1997
</TABLE>
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<PAGE> 159
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Ecuador 61265 28AP1997
TENNECO Ecuador 61266 28AP1997
TENNECO Ecuador 61267 28AP1997
TENNECO Ecuador 61268 28AP1997
TENNECO Ecuador 61269 28AP1997
TENNECO & DESIGN Ecuador 691 01NO1967
TENNECO & DESIGN Ecuador 1780-95 31MY1995
TENNECO & DESIGN Ecuador 61270 28AP1997
TENNECO & DESIGN Ecuador 61271 28AP1997
TENNECO & DESIGN Ecuador 61272 28AP1997
TENNECO & DESIGN Ecuador 61273 28AP1997
TENNECO & DESIGN Ecuador 61274 28AP1997
TENNECO & DESIGN Ecuador 61275 28AP1997
TENNECO & DESIGN Ecuador 61276 28AP1997
TENNECO & DESIGN Ecuador 61278 28AP1997
TENNECO & DESIGN Ecuador 61279 28AP1997
TENNECO & DESIGN Ecuador 467-88 02SE1988
TENNECO & DESIGN Ecuador 734-88 24NO1982
TENNECO Egypt 43492 30AP1987
TENNECO & DESIGN Egypt 60720 10MY1982
TENNECO & DESIGN Egypt 60721 10MY1982
TENNECO El Salvador 158/78 16SE1998
TENNECO El Salvador 29 08NO1996
TENNECO El Salvador 00062 07OC1997
TENNECO El Salvador 00129 22MY1997
TENNECO El Salvador 186 17JA1997
TENNECO El Salvador 187 03DE1996
TENNECO El Salvador 00217 17FE1997
TENNECO El Salvador 00218 17FE1997
TENNECO & DESIGN El Salvador 117/78 15JE1998
TENNECO & DESIGN El Salvador 28 28MY1997
TENNECO & DESIGN El Salvador 00129 17JA1997
TENNECO & DESIGN El Salvador 00153 05MR1997
TENNECO & DESIGN El Salvador 00196 25FE1997
TENNECO & DESIGN El Salvador 00197 25FE1997
TENNECO & DESIGN El Salvador 7444 14JA1997
TENNECO & DESIGN El Salvador 9453 09MY1997
TENNECO El Salvador 15843 25AP1968
TENNECO & DESIGN Estonia 10051 14AP1994
TENNECO & DESIGN Estonia 11100 27MY1994
</TABLE>
K-22
<PAGE> 160
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Ethiopia 0825 01NO1997
TENNECO Fiji Islands 27166 10OC1995
TENNECO Fiji Islands 27168 10OC1995
TENNECO Fiji Islands 27169 10OC1995
TENNECO Fiji Islands 27170 10OC1995
TENNECO Fiji Islands 27171 10OC19995
TENNECO Fiji Islands 27172 10OC1995
TENNECO Fiji Islands 27174 10OC1995
TENNECO & DESIGN Fiji Islands 27167 10OC1995
TENNECO & DESIGN Fiji Islands 27177 10OC1995
TENNECO & DESIGN Fiji Islands 27178 10OC1995
TENNECO & DESIGN Fiji Islands 27179 10OC1995
TENNECO & DESIGN Fiji Islands 27180 10OC1995
TENNECO & DESIGN Fiji Islands 27181 10OC1995
TENNECO Finland 50773 04AU1997
TENNECO & DESIGN Finland 89391 05JL1984
TENNECO France 1591891 14MY1990
TENNECO France 1602780
TENNECO & DESIGN France 1602778 17JL1990
TENNECO & France 1602779 17JL1990
DESIGN(COLOR)
TENNECO & DESIGN France 1698802 10OC1991
TENNECO Georgia 2352 12JE1996
TENNECO & DESIGN Ghana 24121
TENNECO & DESIGN Ghana 24120 15MR1983
TENNECO Great Britain 893445 20AP1987
TENNECO Great Britain 893446 20AP1987
TENNECO Great Britain 893447 20AP1987
TENNECO Great Britain 893448 20AP1987
TENNECO Great Britain 893449 20AP1987
TENNECO Great Britain 2038076 20SE1995
TENNECO & DESIGN Great Britain 893450 20AP1987
TENNECO & DESIGN Great Britain 893451 20AP1987
TENNECO & DESIGN Great Britain 893452 20AP1987
TENNECO & DESIGN Great Britain 893453 20AP1987
TENNECO & DESIGN Great Britain 893454 20AP1987
TENNECO & DESIGN Great Britain 1125272 06DE1979
TENNECO Greece 36882 30JA1967
TENNECO & DESIGN Greece 126259 22SE1995
TENNECO & DESIGN Greece 71664 21AP1982
TENNECO Guatemala 22958 29DE1980
TENNECO Guatemala 22959 29DE1980
</TABLE>
K-23
<PAGE> 161
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Guatemala 22960 29DE1980
TENNECO Guatemala 22961 29DE1980
TENNECO Guatemala 24223 16NO1981
TENNECO Guatemala 24225 19AP1982
TENNECO Guatemala 24226 16NO1981
TENNECO Guatemala 24227 16NO1981
TENNECO Guatemala 82417 23DE1996
TENNECO Guatemala 83420 16JA1997
TENNECO Guatemala 83783 20JA1997
TENNECO & DESIGN Guatemala 43199 07MY1982
TENNECO & DESIGN Guatemala 43367 14MY1982
TENNECO & DESIGN Guatemala 43370 14MY1982
TENNECO & DESIGN Guatemala 43371 14MY1982
TENNECO & DESIGN Guatemala 43514 04JE1982
TENNECO & DESIGN Guatemala 81630 23DE1996
TENNECO & DESIGN Guatemala 82416 23DE1996
TENNECO & DESIGN Guatemala 91911 10NO1998
TENNECO & DESIGN Guatemala 43368 14MY1982
TENNECO & DESIGN Guatemala 43369 14MY1982
TENNECO Guyana 6541A 22DE1966
TENNECO Guyana 6543A 22DE1966
TENNECO Guyana 6545A 22DE1966
TENNECO Guyana 6546A
TENNECO Guyana 6547A 22DE1966
TENNECO Guyana 6549A 22DE1966
TENNECO & DESIGN Guyana 6521A 22DE1966
TENNECO & DESIGN Guyana 6539A 22DE1966
TENNECO & DESIGN Guyana 6542A 22DE1966
TENNECO & DESIGN Guyana 6544A 22DE1966
TENNECO & DESIGN Guyana 6548A 22DE1966
TENNECO & DESIGN Guyana 6550A 22DE1966
TENNECO & DESIGN Guyana 11827A 12NO1982
TENNECO & DESIGN Guyana 11828A 12NO1982
TENNECO Haiti 370/112 12SE1997
TENNECO Haiti 371/112 12SE1997
TENNECO Haiti 372/112 12SE1997
TENNECO Haiti 373/112 12SE1997
TENNECO Haiti 374/112 12SE1997
TENNECO Haiti 375/112 12SE1997
TENNECO Haiti 376/112 12SE1997
TENNECO Haiti 377/112 12SE1997
TENNECO Haiti 378/112 12SE1997
TENNECO & DESIGN Haiti 379/112 12SE1997
</TABLE>
K-24
<PAGE> 162
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Haiti 380/112 12SE1997
TENNECO & DESIGN Haiti 382/112 12SE1997
TENNECO & DESIGN Haiti 383/112 12SE1997
TENNECO & DESIGN Haiti 384/112 12SE1997
TENNECO & DESIGN Haiti 385/112 12SE1997
TENNECO & DESIGN Haiti 386/112 12SE1997
TENNECO & DESIGN Haiti 387/112 12SE1997
TENNECO & DESIGN Haiti 388/112 12SE1997
TENNECO Honduras 3468 15MR1996
TENNECO Honduras 3472 15MR1996
TENNECO Honduras 3473 15MR1996
TENNECO Honduras 3474 15MR1996
TENNECO Honduras 3475 15MR1996
TENNECO Honduras 17064 10JL1980
TENNECO Honduras 40890 11OC1982
TENNECO Honduras 40891 11OC1982
TENNECO Honduras 40893 11OC1982
TENNECO Honduras 40894 11OC1982
TENNECO Honduras 40896 11OC1982
TENNECO Honduras 40897 11OC1982
TENNECO Honduras 64604 15MR1996
TENNECO Honduras 64605 15MR1996
TENNECO & DESIGN Honduras 3469 15MR1996
TENNECO & DESIGN Honduras 3470 15MR1996
TENNECO & DESIGN Honduras 3471 15MR1996
TENNECO & DESIGN Honduras 3477 15MR1996
TENNECO & DESIGN Honduras 3478 15MR1996
TENNECO & DESIGN Honduras 17065 10JL1980
TENNECO & DESIGN Honduras 41471 16FE1983
TENNECO & DESIGN Honduras 41473 16FE1983
TENNECO & DESIGN Honduras 41475 16FE1983
TENNECO & DESIGN Honduras 41477 16FE1983
TENNECO & DESIGN Honduras 41478 16FE1983
TENNECO & DESIGN Honduras 62621 15MR1996
TENNECO & DESIGN Honduras 64597 15MR1996
TENNECO & DESIGN Honduras 64603 15MR1996
TENNECO & DESIGN Honduras 65611 15MR1996
TENNECO & DESIGN Honduras 41472 16FE1983
TENNECO & DESIGN Honduras 41476 16FE1983
TENNECO Hong Kong 310/1968 23DE1966
TENNECO Hong Kong 881/1967 23DE1966
TENNECO Hong Kong 883/1967 23DE1966
TENNECO Hong Kong 885/1967 23DE1966
TENNECO Hong Kong 887/1967 23DE1966
TENNECO Hong Kong 308/68 23DE1966
</TABLE>
K-25
<PAGE> 163
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Hong Kong 1805/99 22SE1995
TENNECO Hong Kong 1823/99 22SE1995
TENNECO Hong Kong 1824/99 22SE1995
TENNECO Hong Kong 7910/98 06AU1998
TENNECO Hong Kong 7911/98 06AU1998
TENNECO Hong Kong 7912/98 06AU1998
TENNECO Hong Kong 11827/98 16NO1998
TENNECO & DESIGN Hong Kong 307/1968 23DE1966
TENNECO & DESIGN Hong Kong 309/1968 23DE1966
TENNECO & DESIGN Hong Kong 880/1967 23DE1966
TENNECO & DESIGN Hong Kong 882/1967 23DE1966
TENNECO & DESIGN Hong Kong 884/1967 23DE1966
TENNECO & DESIGN Hong Kong 886/1967 23DE1966
TENNECO & DESIGN Hong Kong 231/98 13JA1998
TENNECO & DESIGN Hong Kong 1803/99 22SE1995
TENNECO & DESIGN Hong Kong 1821/99 22SE1995
TENNECO & DESIGN Hong Kong 1822/99 22SE1995
TENNECO & DESIGN Hong Kong 5225/98 22SE1995
TENNECO & DESIGN Hong Kong 5226/98 22SE1995
TENNECO & DESIGN Hong Kong 7908/98 06AU1998
TENNECO & DESIGN Hong Kong 7909/98 06AU1998
TENNECO & DESIGN Hong Kong 10522/99 22SE1995
TENNECO & DESIGN Hong Kong 1686 07JA1983
TENNECO & DESIGN Hong Kong 1687 07JA1983
TENNECO & DESIGN Hungary 123551G
TENNECO & DESIGN Iceland 430/1982 30DE1982
TENNECO India 155495 03DE1979
TENNECO India 239439 14DE1966
TENNECO India 239440 14DE1966
TENNECO India 239441
TENNECO India 239443 14DE1966
TENNECO India 239444 14DE1966
TENNECO & DESIGN India 239445 14DE1966
TENNECO & DESIGN India 239446 14DE1966
TENNECO & DESIGN India 239447 14DE1966
TENNECO & DESIGN India 239448 14DE1966
TENNECO & DESIGN India 239449 14DE1966
TENNECO & DESIGN India 239450 14DE1966
TENNECO Indonesia 350238 29DE1995
TENNECO Indonesia 352986 02FE1996
TENNECO Indonesia 360254 30MY1996
TENNECO Indonesia 364096 30JL1996
TENNECO Indonesia 364216 30JL1996
</TABLE>
K-26
<PAGE> 164
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Indonesia 364842 01AU1996
TENNECO Indonesia 390410 29JL1997
TENNECO Indonesia 390411 29JL1997
TENNECO & DESIGN Indonesia 348537 24NO1995
TENNECO & DESIGN Indonesia 352988 02FE1996
TENNECO & DESIGN Indonesia 360253 30MY1996
TENNECO & DESIGN Indonesia 363266 28JE1996
TENNECO & DESIGN Indonesia 363269 28JE1998
TENNECO & DESIGN Indonesia 364139 30JL1996
TENNECO & DESIGN Indonesia 364140 30JL1996
TENNECO & DESIGN Indonesia 364841 01AU1996
TENNECO & DESIGN Indonesia 364843 01AU1996
TENNECO & DESIGN Indonesia 305135 07DE1992
TENNECO & DESIGN Indonesia 305136 07DE1992
TENNECO Iran 30311
TENNECO & DESIGN Iran 55380 24MY1982
TENNECO Ireland 70236 19AP1987
TENNECO Ireland 70237
TENNECO Ireland 70238 19AP1987
TENNECO Ireland 70239 19AP1987
TENNECO Ireland 70240 19AP1987
TENNECO Ireland 201990 01JL1996
TENNECO & DESIGN Ireland 70241 26AP1987
TENNECO & DESIGN Ireland 70242 26AP1987
TENNECO & DESIGN Ireland 70243 26AP1987
TENNECO & DESIGN Ireland 70244 26AP1987
TENNECO & DESIGN Ireland 70245 26AP1987
TENNECO & DESIGN Ireland 201989 01JL1996
TENNECO & DESIGN Ireland 108253 20DE1982
TENNECO & DESIGN Ireland 108255 20DE1982
TENNECO Israel 100977 22SE1995
TENNECO Israel 100978 22SE1995
TENNECO Israel 100980 04FE1998
TENNECO Israel 100981 22SE1995
TENNECO Israel 100982 05AU1997
TENNECO Israel 100983
TENNECO Israel 100984 22SE1995
TENNECO Israel 100985
TENNECO Israel 100986 02JL1997
TENNECO & DESIGN Israel 100900 04FE1998
TENNECO & DESIGN Israel 100984 22SE1995
TENNECO & DESIGN Israel 100987 22SE1995
TENNECO & DESIGN Israel 100988 22SE1995
</TABLE>
K-27
<PAGE> 165
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Israel 100991 22SE1995
TENNECO & DESIGN Israel 100992 02JL1997
TENNECO & DESIGN Israel 100993 22SE1995
TENNECO & DESIGN Israel 100995 22SE1995
TENNECO & DESIGN Israel 100996 02JL1997
TENNECO Italy 403827 16SE1982
TENNECO Italy 714656 19AP1996
TENNECO & DESIGN Italy 403828 16SE1982
TENNECO & DESIGN Italy 714655 19AP1996
TENNECO & DESIGN Italy 387561 03OC1980
TENNECO Jamaica 11637 15DE1966
TENNECO Jamaica 11771 15DE1966
TENNECO Jamaica 11784 15DE1966
TENNECO Jamaica 12009 15DE1966
TENNECO Jamaica 12363 15DE1966
TENNECO & DESIGN Jamaica 11662 15DE1966
TENNECO & DESIGN Jamaica 12204 15DE1966
TENNECO & DESIGN Jamaica 12211 15DE1966
TENNECO & DESIGN Jamaica 12237 15DE1966
TENNECO & DESIGN Jamaica 12425 15DE1966
TENNECO & DESIGN Jamaica 28284 22SE1995
TENNECO & DESIGN Jamaica 29092 22SE1995
TENNECO & DESIGN Jamaica 29234 22SE1995
TENNECO & DESIGN Jamaica 20658
TENNECO & DESIGN Jamaica 20836
TENNECO Japan 1818000 31OC1985
TENNECO Japan 4011684 13JE1997
TENNECO Japan 4021196 04JL1997
TENNECO Japan 4196397 09OC1998
TENNECO & DESIGN Japan 1817999 31OC1985
TENNECO & DESIGN Japan 4011686 13JE1997
TENNECO & DESIGN Japan 4021197 04JL1997
TENNECO & DESIGN Japan 4196399 09OC1998
TENNECO & DESIGN Japan 4011687 13JE1997
(IN KATAKANA)
TENNECO & DESIGN Japan 4021199 04JL1997
(IN KATAKANA)
TENNECO & DESIGN Japan 4196400 09OC1998
(IN KATAKANA)
TENNECO & DESIGN Japan 1818001 31OC1985
(KATAKANA
CHARACTERS)
TENNECO (IN Japan 4011685 13JE1997
KATAKANA)
</TABLE>
K-28
<PAGE> 166
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO (IN Japan 4060964 26SE1997
KATAKANA)
TENNECO (IN Japan 4196398 09OC1998
KATAKANA)
TENNECO (KATAKANA Japan 1818002 31OC1985
CHARACTERS)
TENNECO Jordan 9546 27MY1967
TENNECO Jordan 9548 27MY1967
TENNECO Jordan 9550 27MY1967
TENNECO Jordan 9552 27MY1967
TENNECO Jordan 9554 27MY1967
TENNECO Jordan 9556 27MY1967
TENNECO Jordan 39277 21SE1995
TENNECO Jordan 39279 21SE1995
TENNECO & DESIGN Jordan 9545 27MY1967
TENNECO & DESIGN Jordan 9547 27MY1967
TENNECO & DESIGN Jordan 9549 27MY1967
TENNECO & DESIGN Jordan 9551 27MY1967
TENNECO & DESIGN Jordan 9553 27MY1967
TENNECO & DESIGN Jordan 9555 27MY1967
TENNECO & DESIGN Jordan 39272 21SE1995
TENNECO & DESIGN Jordan 39273 21SE1995
TENNECO & DESIGN Jordan 39275 21SE1995
TENNECO & DESIGN Jordan 39276 21SE1995
TENNECO & DESIGN Kansas NONE 26AP1961
TENNECO Kazakstan 1058 05AP1995
TENNECO Kazakstan 6949 13MY1998
TENNECO Kenya 0509 22SE1995
TENNECO Kenya 0510 22SE1995
TENNECO Kenya 0512 22SE1995
TENNECO Kenya 0513 22SE1995
TENNECO Kenya 15887 06AU1968
TENNECO Kenya 15888 06AU1968
TENNECO Kenya 15889 06AU1968
TENNECO Kenya 15890 06AU1968
TENNECO Kenya 43083 22SE1995
TENNECO Kenya 43084 22SE1995
TENNECO Kenya 43085 22SE1995
TENNECO & DESIGN Kenya 0514 22SE1995
TENNECO & DESIGN Kenya 0515 22SE1995
TENNECO & DESIGN Kenya 0516 22SE1995
TENNECO & DESIGN Kenya 0517 22SE1995
TENNECO & DESIGN Kenya 0518 22SE1995
TENNECO & DESIGN Kenya 15891 06AU1968
TENNECO & DESIGN Kenya 15892 06AU1968
TENNECO & DESIGN Kenya 15893 06AU1968
</TABLE>
K-29
<PAGE> 167
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Kenya 15894 06AU1968
TENNECO & DESIGN Kenya 43086 22SE1995
TENNECO & DESIGN Kenya 43087 22SE1995
TENNECO & DESIGN Kenya 43089 22SE1995
TENNECO & DESIGN Kenya 43090 22SE1995
TENNECO & DESIGN Kenya 30587
TENNECO & DESIGN Kenya 30588 26NO1982
TENNECO Kuwait 4538
TENNECO Kuwait 4539 07JA1970
TENNECO Kuwait 4542
TENNECO Kuwait 4544
TENNECO Kuwait 4590
TENNECO & DESIGN Kuwait 4540 07JA1970
TENNECO & DESIGN Kuwait 4541
TENNECO & DESIGN Kuwait 4543
TENNECO & DESIGN Kuwait 4545
TENNECO & DESIGN Kuwait 4591
TENNECO Kyrgyzstan KG 3492 28JE1996
TENNECO Latvia M15784 20JE1994
TENNECO Lebanon 71074
TENNECO Lesotho LS/M/91/00413 18AP1996
TENNECO Lesotho 8991
TENNECO Lesotho 9039
TENNECO Lesotho 9044
TENNECO Lesotho 9045
TENNECO & DESIGN Lesotho 8985
TENNECO & DESIGN Lesotho 8986
TENNECO & DESIGN Lesotho 8987
TENNECO & DESIGN Lesotho 8988
TENNECO & DESIGN Lesotho 8989
TENNECO Liberia 22995/385 22SE1995
TENNECO Liberia 131288/907 22MY1967
TENNECO & DESIGN Liberia 22995/386 22SE1995
TENNECO Libya 4902
TENNECO Libya 4903
TENNECO Libya 4904
TENNECO Libya 4905
TENNECO Libya 4906
TENNECO Libya 4907
TENNECO & DESIGN Libya 4908
TENNECO & DESIGN Libya 4909
TENNECO & DESIGN Libya 4910
TENNECO & DESIGN Libya 4911
TENNECO & DESIGN Libya 4912
TENNECO & DESIGN Libya 4913
</TABLE>
K-30
<PAGE> 168
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Lithuania 10297 28MY1993
TENNECO Lithuania 29552 14OC1998
TENNECO Macao 3386 13JL1990
TENNECO Macao 3387 13JL1990
TENNECO Macao 3388 13JL1990
TENNECO Macao 3392 13JL1990
TENNECO & DESIGN Macao 3390 13JL1990
TENNECO & DESIGN Macao 3391 13JL1990
TENNECO & DESIGN Macao 3398 13JL1990
TENNECO & DESIGN Macao 3399 13JL1990
TENNECO & DESIGN Macao 3400 13JL1990
TENNECO & DESIGN Macao 3401 13JL1990
TENNECO Malawi 227/76 15NO1983
TENNECO Malawi 227/76 15NO1983
TENNECO Malawi 408/95 22SE1995
TENNECO Malawi 410/95 22SE1995
TENNECO & DESIGN Malawi 411/95 22SE1995
TENNECO & DESIGN Malawi 412/95 22SE1995
TENNECO & DESIGN Malawi 414/95 22SE1995
TENNECO & DESIGN Malawi 415/95 22SE1995
TENNECO Malaya M/47082-A 16DE1966
TENNECO Malaya M/47083-A 16DE1966
TENNECO Malaya M/47085-A 16DE1966
TENNECO Malaya M/47080-A 16DE1966
TENNECO Malaya M/47081-A 16DE1966
TENNECO Malaya M/47084-A 16DE1966
TENNECO & DESIGN Malaya M/47090-A 16DE1966
TENNECO & DESIGN Malaya M/47086-A 16DE1966
TENNECO & DESIGN Malaya M/47089-A
TENNECO & DESIGN Malaya M/47086-A 16DE1966
TENNECO & DESIGN Malaya M/47087-A 16DE1966
TENNECO & DESIGN Malaya M/47088-A
TENNECO & DESIGN Malaya M/47090-A 16DE1966
TENNECO & DESIGN Malaya M/47091-A
TENNECO & DESIGN Malaya 83/00289 01OC1983
TENNECO Malaysia 047630 12AU1997
TENNECO Malaysia 048482 03OC1997
TENNECO & DESIGN Malaysia 047847 15AU1997
TENNECO & DESIGN Malaysia 048484 03OC1997
TENNECO & DESIGN Malaysia 83/00290 01OC1983
TENNECO Malta 15850 12AU1997
TENNECO Malta 24787 22SE1995
TENNECO Malta 24788 22SE1995
TENNECO & DESIGN Malta 24789 22SE1995
</TABLE>
K-31
<PAGE> 169
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Malta 24790 22SE1995
TENNECO & DESIGN Malta 24792 22SE1995
TENNECO & DESIGN Malta 24793 22SE1995
TENNECO Mexico 131058 28JE1966
TENNECO Mexico 131059 28JE1967
TENNECO Mexico 131061 28JE1966
TENNECO Mexico 131062 28JE1966
TENNECO Mexico 131607
TENNECO Mexico 134285 28JE1986
TENNECO Mexico 466910 19JL1994
TENNECO Mexico 469430 12AU1994
TENNECO & DESIGN Mexico 131053 28JE1986
TENNECO & DESIGN Mexico 131054 28JE1986
TENNECO & DESIGN Mexico 131055 28JE1986
TENNECO & DESIGN Mexico 131056 28JE1986
TENNECO & DESIGN Mexico 131057 28JE1986
TENNECO & DESIGN Mexico 132178 28JE1966
TENNECO & DESIGN Mexico 471522 29AU1994
TENNECO & DESIGN Mexico 131052 28JE1986
TENNECO & DESIGN Mexico 202286 10JE1976
TENNECO & DESIGN Mexico 244981 12MY1980
TENNECO & DESIGN Mexico 471522 29AU1994
TENNECO & DESIGN Moldova 58 08AP1994
TENNECO & DESIGN Moldova 59 08AP1994
TENNECO & DESIGN Mississippi T-274 28AP1961
TENNECO Monoco 9617417 31JA1967
TENNECO & DESIGN Montana 12608 06JL1961
TENNECO & DESIGN Morocco 32225 03MY1982
TENNECO Nepal 11243/052 24DE1995
TENNECO Nepal 11244/052 24DE1995
TENNECO Nepal 11246/052 24DE1995
TENNECO Nepal 11247/052 24DE1995
TENNECO Nepal 11248/052 24DE1995
TENNECO Nepal 11249/052 24DE1995
TENNECO Nepal 11250/052 24DE1995
TENNECO Nepal 11261/052 24DE1995
TENNECO Nepal 11262/052 24DE1995
TENNECO & DESIGN Nepal 11253/052 24DE1995
TENNECO & DESIGN Nepal 11254/052 24DE1995
TENNECO & DESIGN Nepal 11256/052 24DE1995
TENNECO & DESIGN Nepal 11257/052 24DE1995
TENNECO & DESIGN Nepal 11258/052 24DE1995
TENNECO & DESIGN Nepal 11259/052 24DE1995
TENNECO & DESIGN Nepal 11260/052 24DE1995
</TABLE>
K-32
<PAGE> 170
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Nepal 11251/052 24DE1995
TENNECO & DESIGN Nepal 11252/052 24DE1995
TENNECO Netherlands Antilles 6822 05JL1998
TENNECO & DESIGN Netherlands Antilles 12823 03MR1983
TENNECO New Zealand A-82948 12DE1987
TENNECO New Zealand A-82947 12DE1987
TENNECO New Zealand A-82946 12DE1987
TENNECO New Zealand A-82945 12DE1987
TENNECO New Zealand A-82944 12DE1987
TENNECO New Zealand A-82943 12DE1987
TENNECO New Zealand 253783 21SE1995
TENNECO New Zealand 253784 21SE1995
TENNECO New Zealand 253785 21SE1995
TENNECO New Zealand 253786 21SE1995
TENNECO New Zealand 253787 21SE1995
TENNECO New Zealand 253788 21SE1995
TENNECO New Zealand 253789 21SE1995
TENNECO & DESIGN New Zealand A-82954 12DE1987
TENNECO & DESIGN New Zealand A-82953 12DE1987
TENNECO & DESIGN New Zealand A-82952 12DE1987
TENNECO & DESIGN New Zealand A-82951 12DE1987
TENNECO & DESIGN New Zealand A-82950 12DE1987
TENNECO & DESIGN New Zealand A-82949 12DE1987
TENNECO & DESIGN New Zealand 253790 21SE1995
TENNECO & DESIGN New Zealand 253791 21SE1995
TENNECO & DESIGN New Zealand 253793 21SE1995
TENNECO & DESIGN New Zealand 253794 21SE1995
TENNECO & DESIGN New Zealand 253795 21SE1995
TENNECO & DESIGN New Zealand 253796 21SE1995
TENNECO & DESIGN New Zealand 253797 21SE1995
TENNECO & DESIGN New Zealand 253798 21SE1995
TENNECO & DESIGN New Zealand 253799 21SE1995
TENNECO & DESIGN New Zealand 145947 11FE1983
TENNECO & DESIGN New Zealand 145948 11FE1983
TENNECO Nicaragua 17595 03AP1998
TENNECO Nicaragua 30703 09AP1996
TENNECO Nicaragua 30704 09AP1996
TENNECO Nicaragua 30705 09AP1996
TENNECO Nicaragua 30979 06MY1996
TENNECO Nicaragua 30980 06MY1996
TENNECO Nicaragua 30981 06MY1996
TENNECO Nicaragua 31007 07MY1996
TENNECO & DESIGN Nicaragua 30681 29MR1996
TENNECO & DESIGN Nicaragua 30683 29MR1996
TENNECO & DESIGN Nicaragua 30684 29MR1996
</TABLE>
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<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Nicaragua 30702 09AP1996
TENNECO & DESIGN Nicaragua 30994 06MY1996
TENNECO & DESIGN Nicaragua 30995 06MY1996
TENNECO & DESIGN Nicaragua 33055 19DE1996
TENNECO & DESIGN Nicaragua 33211 29JA1997
TENNECO & DESIGN Nicaragua 36467 08FE1998
TENNECO & DESIGN Nicaragua 14890 03FE1983
TENNECO Nigeria 54269 22SE1995
TENNECO Nigeria 54270 22SE1995
TENNECO Nigeria 54271 22SE1995
TENNECO Nigeria 54272 22SE1995
TENNECO & DESIGN Nigeria 54273 22SE1995
TENNECO & DESIGN Nigeria 43409 18FE1983
TENNECO Norway 70034 15SE1986
TENNECO Norway 178128 21NO1996
TENNECO & DESIGN Norway 115305 05JA1984
TENNECO O.A.P.I 35497 22SE1995
TENNECO & DESIGN O.A.P.I 35494 22SE1995
TENNECO Pakistan 46497 20DE1966
TENNECO Pakistan 46500 20DE1966
TENNECO Pakistan 46501 20DE1966
TENNECO Pakistan 46503 20DE1966
TENNECO Pakistan 46504 20DE1966
TENNECO Pakistan 46506 20DE1966
TENNECO & DESIGN Pakistan 46498 20DE1966
TENNECO & DESIGN Pakistan 46499 20DE1966
TENNECO & DESIGN Pakistan 46502 20DE1966
TENNECO & DESIGN Pakistan 46505 20DE1966
TENNECO & DESIGN Pakistan 46507 20DE1966
TENNECO & DESIGN Pakistan 46508 20DE1966
TENNECO & DESIGN Pakistan 96073 15OC1987
TENNECO Panama 13156 18FE1981
TENNECO Panama 67633 18FE1991
TENNECO Panama 67634 18FE1991
TENNECO Panama 67635 18FE1991
TENNECO Panama 67637 18FE1991
TENNECO Panama 67638 18FE1991
TENNECO Panama 67639 18FE1991
TENNECO Panama 67640 18FE1991
TENNECO Panama 67641 18FE1991
TENNECO Panama 77940 23OC1995
TENNECO Panama 77941 23OC1995
TENNECO Panama 77942 23OC1995
</TABLE>
K-34
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<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Panama 77943 23OC1995
TENNECO Panama 77944 23OC1995
TENNECO Panama 77945 23OC1995
TENNECO Panama 77946 23OC1995
TENNECO Panama 77947 23OC1995
TENNECO Panama 79745 29FE1996
TENNECO & DESIGN Panama 13170 19FE1971
TENNECO & DESIGN Panama 60010 19FE1991
TENNECO & DESIGN Panama 60011 19FE1991
TENNECO & DESIGN Panama 60012 19FE1991
TENNECO & DESIGN Panama 60013 19FE1991
TENNECO & DESIGN Panama 60015 19FE1991
TENNECO & DESIGN Panama 60016 19FE1991
TENNECO & DESIGN Panama 60018 19FE1971
TENNECO & DESIGN Panama 77949 23OC1995
TENNECO & DESIGN Panama 77950 23OC1995
TENNECO & DESIGN Panama 77951 23OC1995
TENNECO & DESIGN Panama 77952 23OC1995
TENNECO & DESIGN Panama 77953 23OC1995
TENNECO & DESIGN Panama 77954 23OC1995
TENNECO & DESIGN Panama 77955 23OC1995
TENNECO & DESIGN Panama 77956 23OC1995
TENNECO & DESIGN Panama 77958 23OC1995
TENNECO & DESIGN Panama 34908 09NO1984
TENNECO & DESIGN Panama 34995 17OC1984
TENNECO & DESIGN Panama 38870 30JE1986
TENNECO & DESIGN Panama 38871 26JE1986
TENNECO & DESIGN Panama 60014 19FE1991
TENNECO Papua New Guinea 59059 25SE1995
TENNECO Papua New Guinea 59060 25SE1995
TENNECO Papua New Guinea 59062 25SE1995
TENNECO Papua New Guinea 59063 25SE1995
TENNECO Papua New Guinea 59064 25SE1995
TENNECO Papua New Guinea 59065 25SE1995
TENNECO Papua New Guinea 59066 25SE1995
TENNECO Papua New Guinea 59067 25SE1995
TENNECO Papua New Guinea 59608 25SE1995
TENNECO & DESIGN Papua New Guinea 59049 25SE1995
TENNECO & DESIGN Papua New Guinea 59050 25SE1995
TENNECO & DESIGN Papua New Guinea 59052 25SE1995
TENNECO & DESIGN Papua New Guinea 59053 25SE1995
TENNECO & DESIGN Papua New Guinea 59054 25SE1995
TENNECO & DESIGN Papua New Guinea 59055 25SE1995
</TABLE>
K-35
<PAGE> 173
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Papua New Guinea 59056 25SE1995
TENNECO & DESIGN Papua New Guinea 59057 25SE1995
TENNECO & DESIGN Papua New Guinea 59058 25SE1995
TENNECO Paraguay 125191 30AU1977
TENNECO Paraguay 157564 27OC1982
TENNECO Paraguay 190464 26NO1996
TENNECO & DESIGN Paraguay 157567 27OC1982
TENNECO & DESIGN Paraguay 190162 25NO1996
TENNECO & DESIGN Paraguay 190461 26NO1996
TENNECO & DESIGN Paraguay 157568 27OC1982
TENNECO & DESIGN Paraguay 157569 27OC1982
TENNECO Peru 6713 22MR1996
TENNECO Peru 6714 22MR1996
TENNECO Peru 6715 22MR1996
TENNECO Peru 6797 01AP1996
TENNECO Peru 6852 08AP1996
TENNECO Peru 23951 05MR1996
TENNECO Peru 24096 11MR1996
TENNECO Peru 24863 08AP1996
TENNECO Peru 71405 23OC1987
TENNECO Peru 71406 23OC1987
TENNECO Peru 83677 02JA1990
TENNECO & DESIGN Peru 6605 11MR1996
TENNECO & DESIGN Peru 6606 11MR1996
TENNECO & DESIGN Peru 6711 22MR1996
TENNECO & DESIGN Peru 6712 22MR1996
TENNECO & DESIGN Peru 6886 12AP1996
TENNECO & DESIGN Peru 24097 11MR1996
TENNECO & DESIGN Peru 24183 13MR1996
TENNECO & DESIGN Peru 24524 22MR1996
TENNECO & DESIGN Peru 24862 08AP1996
TENNECO & DESIGN Peru 69778 13AU1987
TENNECO & DESIGN Peru 72038 07DE1987
TENNECO & DESIGN Peru 72039 07DE1987
TENNECO & DESIGN Peru 46741 09DE1982
TENNECO & DESIGN Peru 46744 09DE1982
TENNECO & DESIGN Poland 59305
TENNECO Portugal 312665 15JA1997
TENNECO Qatar 7859 15FE1990
TENNECO Qatar 7860 28MY1995
TENNECO Qatar 7861 28MY1995
TENNECO & DESIGN Qatar 7865 15FE1990
TENNECO & DESIGN Qatar 7866 28MY1995
</TABLE>
K-36
<PAGE> 174
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Qatar 7867 15FE1990
TENNECO & DESIGN Qatar 7868 28MY1995
TENNECO & DESIGN Qatar 7869 15FE1990
TENNECO & DESIGN Qatar 7870 15FE1990
TENNECO & DESIGN Ras Al-Khaimah 3061 30JE1982
TENNECO Ras Al-Khaimah 3051 30JE1982
TENNECO Ras Al-Khaimah 3054 30JE1982
TENNECO & DESIGN Ras Al-Khaimah 3058 30JE1982
TENNECO & DESIGN Ras Al-Khaimah 3062 30JE1982
TENNECO & DESIGN Rhode Island NONE 20MR1961
TENNECO Romania 25508 13OC1997
TENNECO & DESIGN Romania 12633
TENNECO Russia 38061
TENNECO & DESIGN Russia 38062
TENNECO & DESIGN Russia 72144
TENNECO & DESIGN Russia 74512 05MY1983
TENNECO Russian Federation 166908 18AU1998
TENNECO & DESIGN Russian Federation 72144
TENNECO & DESIGN Russian Federation 74512 05MY1983
TENNECO Sabah 11710
TENNECO Sabah 11711 28AP1967
TENNECO Sabah 11712 28AP1967
TENNECO Sabah 11713 28AP1967
TENNECO Sabah 11714 28AP1967
TENNECO Sabah 11715 28AP1967
TENNECO & DESIGN Sabah 11704 28AP1967
TENNECO & DESIGN Sabah 11705 28AP1967
TENNECO & DESIGN Sabah 11706
TENNECO & DESIGN Sabah 11707
TENNECO & DESIGN Sabah 11708 28AP1967
TENNECO & DESIGN Sabah 11709
TENNECO & DESIGN Sabah 31593 28FE1983
TENNECO Sarawak 7045 26AU1967
TENNECO Sarawak 7223 26AU1967
TENNECO Sarawak 7224 26AU1967
TENNECO Sarawak 7226 26AU1967
TENNECO Sarawak 7228 26AU1967
TENNECO Sarawak 7231 26AU1967
TENNECO & DESIGN Sarawak 7044 19AU1967
TENNECO & DESIGN Sarawak 7222 26AU1967
</TABLE>
K-37
<PAGE> 175
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Sarawak 7225 26AU1967
TENNECO & DESIGN Sarawak 7227 26AU1967
TENNECO & DESIGN Sarawak 7229 26AU1967
TENNECO & DESIGN Sarawak 7230 26AU1967
TENNECO & DESIGN Sarawak 26954 06AP1983
TENNECO & DESIGN Sarawak 26955 06AP1983
TENNECO Saudi Arabia 386/48 15OC1996
TENNECO Saudi Arabia 386/46 16OC1996
TENNECO Saudi Arabia 386/44 15OC1996
TENNECO Saudi Arabia 386/42 15OC1996
TENNECO Saudi Arabia 386/40 15OC1996
TENNECO Saudi Arabia 386/38 15OC1996
TENNECO Saudi Arabia 386/34 15OC1996
TENNECO Saudi Arabia 386/32 15OC1996
TENNECO Saudi Arabia 274/18 25JA1993
TENNECO Saudi Arabia 274/17 25JA1993
TENNECO Saudi Arabia 274/16 25JA1993
TENNECO Saudi Arabia 274/15 25JA1993
TENNECO Saudi Arabia 274/14 15JA1993
TENNECO & DESIGN Saudi Arabia 386/41 15OC1996
TENNECO & DESIGN Saudi Arabia 274/13 25JA1993
TENNECO & DESIGN Saudi Arabia 274/12 25JA1993
TENNECO & DESIGN Saudi Arabia 274/11 25JA1993
TENNECO & DESIGN Saudi Arabia 274/10 25JA1993
TENNECO & DESIGN Saudi Arabia 118/21
TENNECO Singapore T/95/09068F 22SE1995
TENNECO Singapore T95/09069D 22SE1995
TENNECO Singapore 4992/83 20SE1983
TENNECO Singapore 9054/95 22SE1995
TENNECO Singapore 9060/95 22SE1995
TENNECO Singapore 9062/95 22SE1995
TENNECO Singapore 40765 19DE1966
TENNECO Singapore 40766 19DE1966
TENNECO Singapore 40767 19DE1966
TENNECO Singapore 40768 19DE1966
TENNECO Singapore 40769 19DE1966
TENNECO Singapore 40772 19DE1966
TENNECO & DESIGN Singapore T95/09055D 22SE1995
TENNECO & DESIGN Singapore T95/09058I 22SE1995
TENNECO & DESIGN Singapore 9056/95 22SE1995
TENNECO & DESIGN Singapore 9061/95 22SE1995
TENNECO & DESIGN Singapore 9067/95 22SE1995
TENNECO & DESIGN Singapore 9070.95 22SE1995
TENNECO & DESIGN Singapore 40770 19DE1966
</TABLE>
K-38
<PAGE> 176
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Singapore 40771 19DE1966
TENNECO & DESIGN Singapore 40773 19DE1966
TENNECO & DESIGN Singapore 40774 19DE1966
TENNECO & DESIGN Singapore 40775 19DE1966
TENNECO & DESIGN Singapore 40776 19DE1966
TENNECO & DESIGN Singapore 4998/83 20SE1983
TENNECO South Africa 95/12646 08OC1998
TENNECO South Africa 95/12645 08OC1998
TENNECO South Africa 95/12644 08OC1998
TENNECO South Africa 95/12643 08OC1998
TENNECO South Africa 95/12642 08OC1998
TENNECO South Africa 95/12641 08OC1998
TENNECO South Africa 66/1506
TENNECO South Africa 66/1504
TENNECO South Africa 95/1247 08OC1998
TENNECO & DESIGN South Africa 95/12657 22SE1995
TENNECO & DESIGN South Africa 95/12656 22SE1995
TENNECO & DESIGN South Africa 95/12655 22SE1995
TENNECO & DESIGN South Africa 95/12654 22SE1995
TENNECO & DESIGN South Africa 95/12653 22SE1995
TENNECO & DESIGN South Africa 95/12652 22SE1995
TENNECO & DESIGN South Africa 95/12651 22SE1995
TENNECO & DESIGN South Africa 95/12649 22SE1995
TENNECO & DESIGN South Africa 95/12648 22SE1995
TENNECO & DESIGN South Africa 82/7627
TENNECO & DESIGN South Africa 82/7626
TENNECO & DESIGN South Carolina 2109 27AP1961
TENNECO South Korea 225677 12NO1991
TENNECO South Korea 367481 03JL1997
TENNECO & DESIGN South Korea 36648 13JE1997
TENNECO & DESIGN South Korea 373072 25AU1997
TENNECO South Korea 362065 16MY1997
TENNECO South Korea 364940 13JE1997
TENNECO South Korea 362736 22MY1997
TENNECO South Korea 36598 11JE1997
TENNECO South Korea 36599 11JE1997
TENNECO South Korea 36589 25SE1995
TENNECO South Korea 36590 10JE1997
TENNECO South Korea 36647 12JE1997
TENNECO South Korea 375810 23SE1997
TENNECO South Korea supp to 88588
TENNECO & DESIGN South Korea 367482 03JL1997
TENNECO & DESIGN South Korea 362066 16MY1997
TENNECO & DESIGN South Korea 364941 13JE1997
</TABLE>
K-39
<PAGE> 177
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN South Korea 381795 12NO1997
TENNECO & DESIGN South Korea 362737 23MY1997
TENNECO & DESIGN South Korea 378534 17OC1997
TENNECO & DESIGN South Korea 36591 10JE1997
TENNECO & DESIGN South Korea 36592 10JE1997
TENNECO & DESIGN South Korea 36593 10JE1997
TENNECO & DESIGN South Korea 36594 10JE1997
TENNECO & DESIGN South Korea 381794 12NO1997
TENNECO & DESIGN South Korea 375811 26SE1997
TENNECO & DESIGN South Korea 91592 09JE1983
TENNECO Spain 502045 10OC1967
TENNECO Spain 502047 10OC1967
TENNECO Spain 502049 03JL1967
TENNECO Spain 502051 12SE1968
TENNECO Spain 1986601 22SE1995
TENNECO Spain 1986602 22SE1995
TENNECO Spain 1986603 05MR1996
TENNECO Spain 1986604 05MR1996
TENNECO Spain 1986605 05MR1996
TENNECO Spain 1986606 05MR1996
TENNECO & DESIGN Spain 1986591 22SE1995
TENNECO & DESIGN Spain 1986592 22SE1995
TENNECO & DESIGN Spain 1986594 05JL1996
TENNECO & DESIGN Spain 1986595 05JL1996
TENNECO & DESIGN Spain 1986596 05MR1996
TENNECO & DESIGN Spain 1986597 05MR1996
TENNECO & DESIGN Spain 1986598 05MR1996
TENNECO & DESIGN Spain 1986599 05MR1996
TENNECO & DESIGN Spain 1986600 05MR1996
TENNECO Sri Lanka 30343 11JE1982
TENNECO Sri Lanka 30344
TENNECO Sri Lanka 48281 05OC1984
TENNECO Sri Lanka 75827 22SE1995
TENNECO & DESIGN Sri Lanka 30341
TENNECO & DESIGN Sri Lanka 30342 11JE1968
TENNECO & DESIGN Sri Lanka 48287 05OC1984
TENNECO & DESIGN Sri Lanka 75812 22SE1995
TENNECO & DESIGN Sri Lanka 75813 22SE1995
TENNECO & DESIGN Sri Lanka 75814 22SE1995
TENNECO & DESIGN Sri Lanka 75816 22SE1995
TENNECO & DESIGN Sri Lanka 75817 22SE1995
TENNECO & DESIGN Sri Lanka 75818 22SE1995
TENNECO & DESIGN Sri Lanka 48288 05OC1984
TENNECO & DESIGN Sri Lanka 48289 05OC1984
TENNECO Sudan 10599 13MY1987
</TABLE>
K-40
<PAGE> 178
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Sudan 24523 22NO1997
TENNECO Sudan 24524 22NO1997
TENNECO Sudan 24525 22NO1997
TENNECO Sudan 24526 22NO1997
TENNECO Sudan 24527 22NO1997
TENNECO Sudan 24528 22NO1997
TENNECO Sudan 24529 22NO1997
TENNECO Sudan 24530 22NO1997
TENNECO Sudan 24531 22NO1997
TENNECO & DESIGN Sudan 24532 22NO1997
TENNECO & DESIGN Sudan 24533 22NO1997
TENNECO & DESIGN Sudan 24535 22NO1997
TENNECO & DESIGN Sudan 24536 22NO1997
TENNECO & DESIGN Sudan 24537 22NO1997
TENNECO & DESIGN Sudan 24538 22NO1997
TENNECO & DESIGN Sudan 24539 22NO1997
TENNECO & DESIGN Sudan 24540 22NO1997
TENNECO & DESIGN Sudan 24541 22NO1997
TENNECO & DESIGN Sweden 189244 09DE1983
TENNECO Switzerland 352380 03AU1986
TENNECO & DESIGN Switzerland 347574 19AP1966
TENNECO & DESIGN Switzerland 326951
TENNECO Syria 7029 11MR1982
TENNECO & DESIGN Syria 7030 11MR1967
TENNECO & DESIGN Syria 30189 08MY1982
TENNECO Taiwan 80949 31JA1996
TENNECO Taiwan 82260 01MY1996
TENNECO Taiwan 84796 16SE1996
TENNECO Taiwan 89858 01AP1997
TENNECO Taiwan 96208 01JA1994
TENNECO Taiwan 97043 01AP1996
TENNECO Taiwan 729663 01OC1996
TENNECO Taiwan 737253 01DE1996
TENNECO Taiwan 738069 01DE1996
TENNECO Taiwan 764987 16JE1996
TENNECO & DESIGN Taiwan 84822 16SE1996
TENNECO & DESIGN Taiwan 87029 16DE1996
TENNECO & DESIGN Taiwan 88226 01FE1997
TENNECO & DESIGN Taiwan 90697 15SE1995
TENNECO & DESIGN Taiwan 97042 01AP1996
TENNECO & DESIGN Taiwan 729758 01OC1996
TENNECO & DESIGN Taiwan 737289 01DE1996
TENNECO & DESIGN Taiwan 738137 01DE1996
TENNECO & DESIGN Taiwan 765008 16JE1996
</TABLE>
K-41
<PAGE> 179
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Taiwan 765007 16JE1996
(CHINESE
CHARACTERS)
TENNECO & DESIGN Taiwan 86292 16NO1996
(IN CHINESE)
TENNECO & DESIGN Taiwan 86680 01DE1996
(IN CHINESE)
TENNECO & DESIGN Taiwan 87128 16DE1996
(IN CHINESE)
TENNECO & DESIGN Taiwan 87308 16DE1996
(IN CHINESE)
TENNECO & DESIGN Taiwan 89448 16SE1995
(IN CHINESE)
TENNECO & DESIGN Taiwan 729759 01OC1996
(IN CHINESE)
TENNECO & DESIGN Taiwan 737296 01DE1996
(IN CHINESE)
TENNECO & DESIGN Taiwan 738142 01DE1996
(IN CHINESE)
TENNECO & DESIGN Taiwan 82469 16AP1996
TENNECO & DESIGN Taiwan 78149 16SE1995
TENNECO Taiwan 73899 01JA1995
TENNECO Taiwan 78133 16SE1995
TENNECO Taiwan 74594 16DE1996
TENNECO Taiwan 738069 01DE1996
TENNECO & DESIGN Taiwan 74699 01MR1995
TENNECO & DESIGN Taiwan 198801 01DE1982
TENNECO & DESIGN Taiwan 247957 30JE1983
TENNECO & DESIGN Taiwan 83918 01JA1995
TENNECO (IN Taiwan 84797 16SE1996
CHINESE)
TENNECO (IN Taiwan 86291 15NO1996
CHINESE)
TENNECO (IN Taiwan 86640 01DE1996
CHINESE)
TENNECO (IN Taiwan 87031 16DE1996
CHINESE)
TENNECO (IN Taiwan 87305 16DE1996
CHINESE)
TENNECO (IN Taiwan 729664 01OC1996
CHINESE)
TENNECO (IN Taiwan 737254 01DE1996
CHINESE)
TENNECO (IN Taiwan 738070 01DE1996
CHINESE)
TENNECO (IN Taiwan 764986 16JE1996
CHINESE)
TENNECO Tajikistan TJ2183 22JE1995
TENNECO Tajikistan TJ3177 04AU1998
TENNECO & DESIGN Tajikistan TJ3178 04AU1998
TENNECO & DESIGN Tajikistan TJ 2185 22JE1995
TENNECO & DESIGN Tajikistan TJ 2186 22JE1995
TENNECO & DESIGN Tajikistan TJ 2187 22JE1995
</TABLE>
K-42
<PAGE> 180
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Thailand 4664 22SE1995
TENNECO Thailand 4665 22SE1995
TENNECO Thailand 4666 22SE1995
TENNECO Thailand 4667 22SE1995
TENNECO Thailand 4971 22SE1995
TENNECO Thailand 48009 22SE1995
TENNECO Thailand 49218 22SE1995
TENNECO & DESIGN Thailand 4662 22SE1995
TENNECO & DESIGN Thailand 4663 22SE1995
TENNECO & DESIGN Thailand 4673 22SE1995
TENNECO & DESIGN Thailand 4695 22SE1995
TENNECO & DESIGN Thailand 4970 22SE1995
TENNECO & DESIGN Thailand 46821 22SE1995
TENNECO & DESIGN Thailand 47661 22SE1995
TENNECO & DESIGN Thailand 49225 22SE1995
TENNECO & DESIGN Thailand 49226 22SE1995
TENNECO & DESIGN Thailand 4668 22SE1995
(THAI)
TENNECO & DESIGN Thailand 4669 22SE1995
(THAI)
TENNECO & DESIGN Thailand 4670 22SE1995
(THAI)
TENNECO & DESIGN Thailand 4973 22SE1995
(THAI)
TENNECO & DESIGN Thailand 4974 22SE1995
(THAI)
TENNECO & DESIGN Thailand 46819 22SE1995
(THAI)
TENNECO & DESIGN Thailand 47709 01AU1996
(THAI)
TENNECO & DESIGN Thailand 49227 22SE1995
(THAI)
TENNECO & DESIGN Thailand 49969 22SE1995
(THAI)
TENNECO (THAI) Thailand Kor82629 13NO1997
TENNECO (THAI) Thailand 4645 22SE1995
TENNECO (THAI) Thailand 4646 22SE1995
TENNECO (THAI) Thailand 4671 22SE1995
TENNECO (THAI) Thailand 4672 22SE1995
TENNECO (THAI) Thailand 4975 22SE1995
TENNECO (THAI) Thailand 46820 22SE1995
TENNECO (THAI) Thailand 49224 22SE1995
TENNECO (THAI) Thailand 49228 22SE1995
TENNECO (THAI) Thailand 49229 22SE1995
</TABLE>
K-43
<PAGE> 181
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Transkei 66/1506
TENNECO Transkei 66/1504
TENNECO & DESIGN Transkei 66/1511
TENNECO & DESIGN Transkei 66/1509
TENNECO Trinidad 24591 22SE1995
TENNECO & DESIGN Trinidad 24590 22SE1995
TENNECO Tunisia 211/82
TENNECO Turkey 136877 15SE1992
TENNECO & DESIGN Turkey 137059 15SE1992
TENNECO & DESIGN Ukraine 4387 15AP1994
TENNECO & DESIGN Ukraine 4388 15AP1994
TENNECO United Arab Emirates 13887 20NO1995
TENNECO United Arab Emirates 13888 20NO1995
TENNECO Uruguay 278254 10SE1995
TENNECO & DESIGN Uzbekistan 1489 26SE1994
TENNECO & DESIGN Uzbekistan 1491 01OC1994
TENNECO Venda 66/1506
TENNECO Venda 66/1504
TENNECO & DESIGN Venda 66/1511
TENNECO & DESIGN Venda 66/1509
TENNECO Venezuela 57606 15AP1970
TENNECO Venezuela 57607 15AP1970
TENNECO Venezuela 57608 15AP1970
TENNECO Venezuela 57614 15AP1970
TENNECO Venezuela 57605 15AP1970
TENNECO Venezuela 57604 15AP1970
TENNECO Venezuela 57603 15AP1970
TENNECO Venezuela 57602 15AP1970
TENNECO Venezuela 57616 15AP1970
TENNECO Venezuela 118141 22AP1986
TENNECO Venezuela 118142 22AP1986
TENNECO Venezuela 118139 22AP1986
TENNECO & DESIGN Venezuela 57601 14AP1970
TENNECO & DESIGN Venezuela 57613 15AP1970
</TABLE>
K-44
<PAGE> 182
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Venezuela 57612 15AP1970
TENNECO & DESIGN Venezuela 57600 14AP1970
TENNECO & DESIGN Venezuela 57617 15AP1970
TENNECO & DESIGN Venezuela 57619 15AP1970
TENNECO & DESIGN Venezuela 57618 15AP1970
TENNECO & DESIGN Venezuela 57620 15AP1970
TENNECO & DESIGN Venezuela 57611 15AP1970
TENNECO & DESIGN Venezuela 118144 22AP1986
TENNECO & DESIGN Venezuela 118146 22AP1986
TENNECO & DESIGN Venezuela 118143 22AP1986
TENNECO & DESIGN Venezuela 118145 22AP1986
TENNECO Vietnam 21124 19JE1996
TENNECO & DESIGN Vietnam 19165 23NO1995
TENNECO West Germany 896205/4
TENNECO & DESIGN West Virginia NONE 10FE1961
TENNECO Yemen Arab 5918 21SE1995
TENNECO Yemen Arab 5919 21SE1995
TENNECO Yemen Arab 5921 21SE1995
TENNECO Yemen Arab 5922 21SE1995
TENNECO Yemen Arab 5923 21SE1995
TENNECO Yemen Arab 5924 21SE1995
TENNECO Yemen Arab 5925 21SE1995
TENNECO Yemen Arab 5926 21SE1995
TENNECO Yemen Arab 5927 21SE1995
TENNECO & DESIGN Yemen Arab 5921 21SE1995
TENNECO & DESIGN Yemen Arab 5928 21SE1995
TENNECO & DESIGN Yemen Arab 5929 21SE1995
TENNECO & DESIGN Yemen Arab 5931 21SE1995
TENNECO & DESIGN Yemen Arab 5933 21SE1995
TENNECO & DESIGN Yemen Arab 5934 21SE1995
TENNECO & DESIGN Yemen Arab 5935 21SE1995
TENNECO & DESIGN Yemen Arab 5936 21SE1995
TENNECO & DESIGN Yemen Arab 5937 21SE1995
TENNECO & DESIGN Zaire 2606/91 05JL1991
TENNECO Zimbabwe 482/68 05JE1968
TENNECO Zimbabwe 483/68 05JE1968
TENNECO Zimbabwe 484/68 05JE1968
TENNECO Zimbabwe 485/68 05JE1968
</TABLE>
K-45
<PAGE> 183
<TABLE>
<CAPTION>
TRADEMARK COUNTRY REGISTRATION NO. REGISTRATION DATE
<S> <C> <C> <C>
TENNECO Zimbabwe 1359/95 22SE1995
TENNECO Zimbabwe 1361/95 22SE1995
TENNECO Zimbabwe 1362/95 22SE1995
TENNECO Zimbabwe 1363/95 22SE1995
TENNECO Zimbabwe 1364/95 22SE1995
TENNECO Zimbabwe 1365/95 22SE1995
TENNECO Zimbabwe 1366/95 22SE1995
TENNECO Zimbabwe 1367/95 22SE1995
TENNECO & DESIGN Zimbabwe 486/68 05JE1968
TENNECO & DESIGN Zimbabwe 488/68 05JE1968
TENNECO & DESIGN Zimbabwe 489/68 05JE1968
TENNECO & DESIGN Zimbabwe 1368/95 22SE1995
TENNECO & DESIGN Zimbabwe 1369/95 22SE1995
TENNECO & DESIGN Zimbabwe 1371/95 22SE1995
TENNECO & DESIGN Zimbabwe 1372/95 22SE1995
TENNECO & DESIGN Zimbabwe 1373/95 22SE1995
TENNECO & DESIGN Zimbabwe 1374/95 22SE1995
TENNECO & DESIGN Zimbabwe 1375/95 22SE1995
TENNECO & DESIGN Zimbabwe 1376/95 22SE1995
TENNECO & DESIGN Zimbabwe 1377/95 22SE1995
</TABLE>
K-46
<PAGE> 184
FOREIGN TRADEMARK APPLICATIONS
<TABLE>
<CAPTION>
TRADEMARK COUNTRY APPLICATION NO. APPLICATION DATE
<S> <C> <C> <C>
TENNECO Azerbaijan 1088-IIPT 31MR1994
TENNECO Azerbaijan 95.1928/3 22SE1995
TENNECO & DESIGN Azerbaijan 95.1927/3 22SE1995
TENNECO & DESIGN Azerbaijan 1122-IIPT 31MR1994
TENNECO & DESIGN Azerbaijan 1123-HPT 31MR1994
TENNECO & DESIGN Azerbaijan 1124-HPT 31MR1994
TENNECO Bangladesh 44884 21SE1995
TENNECO Bangladesh 44885 21SE1995
TENNECO & DESIGN Bangladesh 44800 21SE1995
TENNECO & DESIGN Bangladesh 44879 21SE1995
TENNECO & DESIGN Bangladesh 44881 21SE1995
TENNECO & DESIGN Bangladesh 44882 21SE1995
TENNECO & DESIGN Bangladesh 44883 21SE1995
TENNECO Barbados P2853 22SE1995
TENNECO Barbados P2854 22SE1995
TENNECO Barbados P2855 22SE1995
TENNECO Barbados P2856 22SE1995
TENNECO Barbados P2857 22SE1995
TENNECO Barbados P2858 22SE1995
TENNECO Barbados P2859 22SE1995
TENNECO & DESIGN Barbados P2860 22SE1995
TENNECO & DESIGN Barbados P2861 22SE1995
TENNECO & DESIGN Barbados P2862 22SE1995
TENNECO & DESIGN Barbados P2863 22SE1995
TENNECO & DESIGN Barbados P2864 22SE1995
TENNECO & DESIGN Barbados P2865 22SE1995
TENNECO & DESIGN Barbados P2866 22SE1995
TENNECO & DESIGN Barbados P2867 22SE1995
TENNECO & DESIGN Barbados P2868 22SE1995
TENNECO & DESIGN Barbados P2869 22SE1995
TENNECO Bermuda 27203 22SE1995
TENNECO Bermuda 27205 22SE1995
TENNECO & DESIGN Bermuda 27212 22SE1995
TENNECO & DESIGN Bermuda 27214 22SE1995
TENNECO Brazil 818.783.451 22SE1995
TENNECO Brazil 818.783.460 22SE1995
TENNECO Brazil 818.783.478 22SE1995
TENNECO Brazil 818.783.486 22SE1995
TENNECO & DESIGN Brazil 818.783.494 22SE1995
TENNECO & DESIGN Brazil 818.783.516 22SE1996
TENNECO & DESIGN Brazil 818.783.524 22SE1996
TENNECO & DESIGN Brazil 818.783.540 22SE1996
</TABLE>
K-47
<PAGE> 185
<TABLE>
<CAPTION>
TRADEMARK COUNTRY APPLICATION NO. APPLICATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Brazil 818.783.559 22SE1996
TENNECO & DESIGN Brazil 818.783.567 22SE1996
TENNECO & DESIGN Brazil 818.783.508 22SE1996
TENNECO & DESIGN Brazil 818.783.532 22SE1996
TENNECO & DESIGN Brazil 818.783.575 22SE1996
TENNECO & DESIGN Brazil 818.783.583 22SE1996
TENNECO Burundi 3045/BUR 25SE1995
TENNECO & DESIGN Burundi 3046/BUR 25SE1995
TENNECO & DESIGN Chile 320573 22SE1995
TENNECO & DESIGN Chile 320575 22SE1995
TENNECO Costa Rica 6660-95 22SE1995
TENNECO Costa Rica 6661-95 22SE1995
TENNECO Costa Rica 6662-95 22SE1995
TENNECO Costa Rica 6663-95 22SE1995
TENNECO Costa Rica 6664-95 22SE1995
TENNECO Costa Rica 6665-95 22SE1995
TENNECO Costa Rica 6666-95 22SE1995
TENNECO Costa Rica 6667-95 22SE1995
TENNECO Costa Rica 6668-95 22SE1995
TENNECO & DESIGN Costa Rica 6651-95 22SE1995
TENNECO & DESIGN Costa Rica 6652-95 22SE1995
TENNECO & DESIGN Costa Rica 6653-95 22SE1995
TENNECO & DESIGN Costa Rica 6654-95 22SE1995
TENNECO & DESIGN Costa Rica 6655-95 22SE1995
TENNECO & DESIGN Costa Rica 6656-95 22SE1995
TENNECO & DESIGN Costa Rica 6657-95 22SE1995
TENNECO & DESIGN Costa Rica 6658-95 22SE1995
TENNECO & DESIGN Costa Rica 6659-95 22SE1995
TENNECO & DESIGN Costa Rica 6732-95 22SE1995
TENNECO Cyprus 44942 02AP1996
TENNECO Egypt 97526 21SE1995
TENNECO Egypt 97527 21SE1995
TENNECO Egypt 97528 21SE1995
TENNECO Egypt 97529 21SE1995
TENNECO Egypt 97530 21SE1995
TENNECO Egypt 97531 21SE1995
TENNECO Egypt 97532 21SE1995
TENNECO & DESIGN Egypt 97516 21SE1995
TENNECO & DESIGN Egypt 97517 21SE1995
TENNECO & DESIGN Egypt 97519 21SE1995
TENNECO & DESIGN Egypt 97520 21SE1995
TENNECO & DESIGN Egypt 97521 21SE1995
TENNECO & DESIGN Egypt 97522 21SE1995
TENNECO & DESIGN Egypt 97523 21SE1995
TENNECO & DESIGN Egypt 97524 21SE1995
TENNECO & DESIGN Egypt 97525 21SE1995
</TABLE>
K-48
<PAGE> 186
<TABLE>
<CAPTION>
TRADEMARK COUNTRY APPLICATION NO. APPLICATION DATE
<S> <C> <C> <C>
TENNECO El Salvador 000423 28AP1994
TENNECO & DESIGN El Salvador 4199/95 22SE1995
TENNECO Georgia 9305/03 22SE1995
TENNECO & DESIGN Georgia 9306/03 22SE1995
TENNECO Ghana 26695 22SE1995
TENNECO Ghana 26789 22SE1995
TENNECO Ghana 26791 22SE1995
TENNECO & DESIGN Ghana 26694 22SE1995
TENNECO & DESIGN Ghana 26697 22SE1995
TENNECO & DESIGN Ghana 26786 22SE1995
TENNECO & DESIGN Ghana 26788 22SE1995
TENNECO Guatemala 95-06728 21SE1995
TENNECO Guatemala 95-06729 21SE1995
TENNECO Guatemala 95-06730 21SE1995
TENNECO Guatemala 95-06731 21SE1995
TENNECO Guatemala 95-06733 21SE1995
TENNECO & DESIGN Guatemala 95006737 21SE1995
TENNECO & DESIGN Guatemala 95006738 21SE1995
TENNECO & DESIGN Guatemala 95006742 21SE1995
TENNECO & DESIGN Guatemala 95-06734 21SE1995
TENNECO & DESIGN Guatemala 95-06740 21SE1995
TENNECO & DESIGN Guatemala 95-07057 21SE1995
TENNECO & DESIGN Hong Kong 95 11905 22SE1995
TENNECO India 681166 22SE1995
TENNECO India 681167 22SE1995
TENNECO & DESIGN India 681161 22SE1995
TENNECO & DESIGN India 681163 22SE1995
TENNECO & DESIGN India 681164 22SE1995
TENNECO & DESIGN India 681165 22SE1995
TENNECO Indonesia D9517368 22SE1995
TENNECO & DESIGN Indonesia D9517363 22SE1995
TENNECO & DESIGN Indonesia D9517373 22SE1995
TENNECO Ireland 176716 21SE1995
TENNECO Ireland 176717 21SE1995
TENNECO & DESIGN Ireland 176711 21SE1995
TENNECO & DESIGN Ireland 176714 21SE1995
TENNECO Jamaica 21/326 22SE1995
TENNECO Jamaica 6/319 22SE1995
TENNECO & DESIGN Jamaica 12/714 22SE1995
TENNECO & DESIGN Jamaica 21/327 22SE1995
TENNECO Japan 98125/1995 22SE1995
TENNECO Japan 98126/1995 22SE1995
TENNECO Japan 98127/1995 22SE1995
TENNECO Japan 98128/1995 22SE1995
TENNECO Japan 98130/1995 22SE1995
TENNECO & DESIGN Japan 98145/1995 22SE1995
</TABLE>
K-49
<PAGE> 187
<TABLE>
<CAPTION>
TRADEMARK COUNTRY APPLICATION NO. APPLICATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Japan 98146/1995 22SE1995
TENNECO & DESIGN Japan 98147/1995 22SE1995
TENNECO & DESIGN Japan 98148/1995 22SE1995
TENNECO & DESIGN Japan 98150/1995 22SE1995
TENNECO & DESIGN Japan 98155/1995 22SE1995
(IN KATAKANA)
TENNECO & DESIGN Japan 98156/1995 22SE1995
(IN KATAKANA)
TENNECO & DESIGN Japan 98157/1995 22SE1995
(IN KATAKANA)
TENNECO & DESIGN Japan 98158/1995 22SE1995
(IN KATAKANA)
TENNECO & DESIGN Japan 98160/1995 22SE1995
(IN KATAKANA)
TENNECO (IN Japan 98131/1995 22SE1995
KATAKANA)
TENNECO (IN Japan 98135/1995 22SE1995
KATAKANA)
TENNECO (IN Japan 98136/1995 22SE1995
KATAKANA)
TENNECO (IN Japan 98138/1995 22SE1995
KATAKANA)
TENNECO (IN Japan 98140/1995 22SE1995
KATAKANA)
TENNECO & DESIGN Kazakstan 7853 22SE1995
TENNECO Kenya SMA/0511 22SE1995
TENNECO Kuwait 31866 20SE1995
TENNECO Kuwait 31868 20SE1995
TENNECO Kuwait 31869 20SE1995
TENNECO Kuwait 31870 20SE1995
TENNECO Kuwait 31871 20SE1995
TENNECO Kuwait 31872 20SE1995
TENNECO Kuwait 31873 20SE1995
TENNECO & DESIGN Kuwait 31874 20SE1995
TENNECO & DESIGN Kuwait 31875 20SE1995
TENNECO & DESIGN Kuwait 31877 20SE1995
TENNECO & DESIGN Kuwait 31878 20SE1995
TENNECO & DESIGN Kuwait 31879 20SE1995
TENNECO & DESIGN Kuwait 31880 20SE1995
TENNECO & DESIGN Kuwait 31881 20SE1995
TENNECO & DESIGN Kuwait 31882 20SE1995
TENNECO & DESIGN Kuwait 31883 20SE1995
TENNECO & DESIGN Kyrgyzstan 951248.3 22SE1995
TENNECO & DESIGN Lebanon 31882 22SE1995
TENNECO & DESIGN Lebanon 31883 22SE1995
TENNECO Lesotho LS/M/95/00734 22SE1995
</TABLE>
K-50
<PAGE> 188
<TABLE>
<CAPTION>
TRADEMARK COUNTRY APPLICATION NO. APPLICATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Lesotho LS/M/95/00728 22SE1995
TENNECO Malaysia 95/09995 23SE1995
TENNECO Malaysia 95/10001 23SE1995
TENNECO & DESIGN Malaysia 95/09994 23SE1995
TENNECO & DESIGN Malaysia 95/09998 23SE1995
TENNECO Mexico 191448 21FE1994
TENNECO Mexico 243772 22SE1995
TENNECO Mexico 243773 22SE1995
TENNECO Mexico 243774 22SE1995
TENNECO Mexico 243775 22SE1995
TENNECO Mexico 243776 22SE1995
TENNECO Mexico 243777 22SE1995
TENNECO Mexico 243778 22SE1995
TENNECO Mexico 243779 22SE1995
TENNECO & DESIGN Mexico 243758 22SE1995
TENNECO & DESIGN Mexico 243759 22SE1995
TENNECO & DESIGN Mexico 243760 22SE1995
TENNECO & DESIGN Mexico 243761 22SE1995
TENNECO & DESIGN Mexico 243762 22SE1995
TENNECO & DESIGN Mexico 243766 22SE1995
TENNECO & DESIGN Mexico 243767 22SE1995
TENNECO & DESIGN Mexico 243769 22SE1995
TENNECO & DESIGN Mexico 243770 22SE1995
TENNECO Morocco 57529 22SE1995
TENNECO & DESIGN Morocco 57528 22SE1995
TENNECO & DESIGN Nigeria TP.25076 22SE1995
TENNECO & DESIGN Nigeria TP.25078 22SE1995
TENNECO & DESIGN Nigeria TP.25080 22SE1995
TENNECO & DESIGN Nigeria TP.25082 22SE1995
TENNECO & DESIGN Nigeria 43406/83/4 08MR1983
TENNECO & DESIGN Nigeria 43407/83/4 08MR1983
TENNECO Oman 12237 20SE1995
TENNECO Oman 12238 20SE1995
TENNECO Oman 12239 20SE1995
TENNECO Oman 12240 20SE1995
TENNECO Oman 12241 20SE1995
TENNECO Oman 12242 20SE1995
TENNECO Oman 5762 09JL1991
TENNECO Oman 5763 09JL1991
TENNECO Oman 5764 09JL1991
TENNECO Oman 5765 09JL1991
TENNECO Oman 5768 09JL1991
TENNECO Oman 5769 09JL1991
TENNECO & DESIGN Oman 12243 20SE1995
TENNECO & DESIGN Oman 12244 20SE1995
</TABLE>
K-51
<PAGE> 189
<TABLE>
<CAPTION>
TRADEMARK COUNTRY APPLICATION NO. APPLICATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Oman 12246 20SE1995
TENNECO & DESIGN Oman 12247 20SE1995
TENNECO & DESIGN Oman 12248 20SE1995
TENNECO & DESIGN Oman 12249 20SE1995
TENNECO & DESIGN Oman 12250 20SE1995
TENNECO & DESIGN Oman 12251 20SE1995
TENNECO & DESIGN Oman 12252 20SE1995
TENNECO & DESIGN Oman 5770 09JL1991
TENNECO & DESIGN Oman 5771 09JL1991
TENNECO & DESIGN Oman 5772 09JL1991
TENNECO & DESIGN Oman 5773 09JL1991
TENNECO & DESIGN Oman 5774 09JL1991
TENNECO & DESIGN Oman 5775 09JL1991
TENNECO & DESIGN Oman 5776 09JL1991
TENNECO & DESIGN Oman 5777 09JL1991
TENNECO Pakistan 132008 21SE1995
TENNECO & DESIGN Pakistan 132009 21SE1995
TENNECO & DESIGN Pakistan 132329 21SE1995
TENNECO & DESIGN Pakistan 132331 21SE1995
TENNECO Panama 78102 02NO1995
TENNECO Paraguay 019588 22SE1995
TENNECO Paraguay 019589 22SE1995
TENNECO Paraguay 019590 02SE1995
TENNECO Paraguay 019591 02SE1995
TENNECO Paraguay 019593 02SE1995
TENNECO Paraguay 019594 02SE1995
TENNECO Paraguay 019595 02SE1995
TENNECO & DESIGN Paraguay 019578 22SE1995
TENNECO & DESIGN Paraguay 019579 22SE1995
TENNECO & DESIGN Paraguay 019580 22SE1995
TENNECO & DESIGN Paraguay 019582 22SE1995
TENNECO & DESIGN Paraguay 019583 22SE1995
TENNECO & DESIGN Paraguay 019585 22SE1995
TENNECO & DESIGN Paraguay 019586 22SE1995
TENNECO & DESIGN Paraguay 019587 22SE1995
TENNECO Philippines 102915 22SE1995
TENNECO Philippines 102916 22SE1995
TENNECO Philippines 102918 22SE1995
TENNECO Philippines 106614 12MR1996
TENNECO Philippines 106615 12MR1996
TENNECO Philippines 106616 12MR1996
TENNECO Philippines 106617 12MR1996
TENNECO & DESIGN Philippines 105059 04JA1996
TENNECO & DESIGN Philippines 105060 04JA1996
TENNECO & DESIGN Philippines 105062 04JA1996
</TABLE>
K-52
<PAGE> 190
<TABLE>
<CAPTION>
TRADEMARK COUNTRY APPLICATION NO. APPLICATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Philippines 105063 04JA1996
TENNECO & DESIGN Philippines 105064 04JA1996
TENNECO & DESIGN Philippines 105065 04JA1996
TENNECO & DESIGN Philippines 105066 04JA1996
TENNECO & DESIGN Philippines 105067 04JA1996
TENNECO & DESIGN Philippines 105068 04JA1996
TENNECO Poland Z-151610 22SE1995
TENNECO & DESIGN Poland Z-151609 22SE1995
TENNECO Qatar 13915 20SE1995
TENNECO Qatar 13916 20SE1995
TENNECO Qatar 13917 20SE1995
TENNECO Qatar 13918 20SE1995
TENNECO Qatar 13919 20SE1995
TENNECO Qatar 13920 20SE1995
TENNECO Qatar 13921 20SE1995
TENNECO Qatar 13922 20SE1995
TENNECO Qatar 13923 20SE1995
TENNECO Qatar 7862 15FE1990
TENNECO & DESIGN Qatar 13924 20SE1995
TENNECO & DESIGN Qatar 13925 20SE1995
TENNECO & DESIGN Qatar 13927 20SE1995
TENNECO & DESIGN Qatar 13928 20SE1995
TENNECO & DESIGN Qatar 13929 20SE1995
TENNECO & DESIGN Qatar 13930 20SE1995
TENNECO & DESIGN Qatar 13931 20SE1995
TENNECO & DESIGN Qatar 13932 20SE1995
TENNECO & DESIGN Qatar 13933 20SE1995
TENNECO Sabah UNKNOWN 28FE1983
TENNECO & DESIGN Sabah S/031594 28FE1983
TENNECO & DESIGN Saudi Arabia 30990 20SE1995
TENNECO & DESIGN Saudi Arabia 30991 20SE1995
TENNECO & DESIGN Saudi Arabia 30992 20SE1995
TENNECO & DESIGN Saudi Arabia 30993 20SE1995
TENNECO & DESIGN Saudi Arabia 30994 20SE1995
TENNECO & DESIGN Saudi Arabia 30996 20SE1995
TENNECO & DESIGN Saudi Arabia 30997 20SE1995
TENNECO & DESIGN Saudi Arabia 30998 20SE1995
TENNECO & DESIGN Saudi Arabia 30999 20SE1995
TENNECO & DESIGN Saudi Arabia 99133414 22SE1995
TENNECO Singapore 9064/95 22SE1995
TENNECO Singapore 9066/95 22SE1995
TENNECO & DESIGN Singapore 9059/95 22SE1995
TENNECO & DESIGN Singapore 9063/95 22SE1995
TENNECO & DESIGN Singapore 9065/95 22SE1995
TENNECO Sri Lanka 75822 22SE1995
</TABLE>
K-53
<PAGE> 191
<TABLE>
<CAPTION>
TRADEMARK COUNTRY APPLICATION NO. APPLICATION DATE
<S> <C> <C> <C>
TENNECO Sri Lanka 75823 22SE1995
TENNECO Sri Lanka 75824 22SE1995
TENNECO Sri Lanka 75825 22SE1995
TENNECO Sri Lanka 75826 22SE1995
TENNECO Sri Lanka 75828 22SE1995
TENNECO Sri Lanka 75829 22SE1995
TENNECO Sri Lanka 75830 22SE1995
TENNECO & DESIGN Sri Lanka 75815 22SE1995
TENNECO & DESIGN Sri Lanka 75819 22SE1995
TENNECO & DESIGN Sri Lanka 75820 22SE1995
TENNECO Surinam 14.568 22SE1995
TENNECO Surinam 14.569 22SE1995
TENNECO Surinam 14.570 22SE1995
TENNECO Surinam 14.571 22SE1995
TENNECO Surinam 14.572 22SE1995
TENNECO Surinam 14.573 22SE1995
TENNECO Surinam 14.574 22SE1995
TENNECO Surinam 14.575 22SE1995
TENNECO Surinam 14.576 22SE1995
TENNECO Surinam 14.577 22SE1995
TENNECO & DESIGN Surinam 14.578 22SE1995
TENNECO & DESIGN Surinam 14.579 22SE1995
TENNECO & DESIGN Surinam 14.580 22SE1995
TENNECO & DESIGN Surinam 14.581 22SE1995
TENNECO & DESIGN Surinam 14.582 22SE1995
TENNECO & DESIGN Surinam 14.583 22SE1995
TENNECO & DESIGN Surinam 14.584 22SE1995
TENNECO & DESIGN Surinam 14.585 22SE1995
TENNECO & DESIGN Surinam 14.586 22SE1995
TENNECO & DESIGN Surinam 14.587 22SE1995
TENNECO Taiwan 84-047850 21SE1995
TENNECO Taiwan 84-052191 19OC1995
TENNECO Taiwan 84-052193 19OC1995
TENNECO & DESIGN Taiwan (84) 19033 24AP1995
TENNECO & DESIGN Taiwan 84-047861 21SE1995
TENNECO & DESIGN Taiwan 84-053227 24OC1995
(IN CHINESE)
TENNECO (IN Taiwan 84-047855 21SE1995
CHINESE)
TENNECO & DESIGN Transkei 1077 14MR1991
TENNECO & DESIGN Transkei 91/1076 14MR1991
TENNECO Turkey 10401/95 21SE1995
TENNECO Turkey 10402/95 21SE1995
TENNECO & DESIGN Turkey 10404/95 21SE1995
TENNECO & DESIGN Turkey 95/010403 21SE1995
TENNECO Turkmenistan 3(880) 22SE1995
</TABLE>
K-54
<PAGE> 192
<TABLE>
<CAPTION>
TRADEMARK COUNTRY APPLICATION NO. APPLICATION DATE
<S> <C> <C> <C>
TENNECO & DESIGN Turkmenistan 3(879) 22SE1995
TENNECO Ukraine 95092786/T 22SE1995
TENNECO Ukraine 95113204/T 16NO1995
TENNECO United Arab Emirates 12796 20SE1995
TENNECO United Arab Emirates 12797 20SE1995
TENNECO United Arab Emirates 12799 20SE1995
TENNECO United Arab Emirates 12800 20SE1995
TENNECO United Arab Emirates 12801 20SE1995
TENNECO United Arab Emirates 12802 20SE1995
TENNECO United Arab Emirates 12803 20SE1995
TENNECO United Arab Emirates 12804 20SE1995
TENNECO United Arab Emirates 12805 20SE1995
TENNECO & DESIGN United Arab Emirates 12806 20SE1995
TENNECO & DESIGN United Arab Emirates 12807 20SE1995
TENNECO & DESIGN United Arab Emirates 12809 20SE1995
TENNECO & DESIGN United Arab Emirates 12810 20SE1995
TENNECO & DESIGN United Arab Emirates 12811 20SE1995
TENNECO & DESIGN United Arab Emirates 12812 20SE1995
TENNECO & DESIGN United Arab Emirates 12813 20SE1995
TENNECO & DESIGN United Arab Emirates 12814 20SE1995
TENNECO & DESIGN United Arab Emirates 12815 20SE1995
TENNECO Uruguay 281249 22SE1995
TENNECO & DESIGN Uruguay 281341 22SE1995
TENNECO & DESIGN Venda 91/0160 11MR1991
TENNECO & DESIGN Venda 91/0161 11MR1991
TENNECO Venezuela 14.792-95 22SE1995
TENNECO Venezuela 14.793-95 22SE1995
TENNECO Venezuela 14.794-95 22SE1995
TENNECO Venezuela 14.795-95 22SE1995
TENNECO Venezuela 14.796-95 22SE1995
TENNECO Venezuela 14.797-95 22SE1995
TENNECO Venezuela 14.798-95 22SE1995
TENNECO Venezuela 17.309-95 01NO1995
TENNECO Venezuela 17.310-95 01NO1995
TENNECO & DESIGN Venezuela 14.799-95 22SE1995
TENNECO & DESIGN Venezuela 14.800-95 22SE1995
TENNECO & DESIGN Venezuela 14.802-95 22SE1995
TENNECO & DESIGN Venezuela 14.803-95 22SE1995
TENNECO & DESIGN Venezuela 14.804-95 22SE1995
TENNECO & DESIGN Venezuela 14.805-95 22SE1995
TENNECO & DESIGN Venezuela 14.806-95 22SE1995
TENNECO & DESIGN Venezuela 14.807-95 22SE1995
TENNECO & DESIGN Venezuela 14.808-95 22SE1995
</TABLE>
K-55
