<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)...........December 13, 1995
TENNECO INC.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 1-9864 76-0233548
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
</TABLE>
Tenneco Building, Houston, Texas 77002
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 757-2131
1
<PAGE>
Item 5. Other Events.
------------
1(a) On December 13, 1995, Tenneco Inc. (the "Company") entered into an
Underwriting Agreement with Morgan Stanley & Co. Incorporated, CS First
Boston Corporation, Lehman Brothers Inc. and Salomon Brothers Inc for the
sale of $300,000,000 aggregate principal amount of 6 1/2% Notes due 2005
(the "Notes"). The Notes are a portion of the Debt Securities previously
registered by the Company for offering on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, as amended (the
"Act"). The Notes will be $100,000,000 in principal amount of unissued
Debt Securities registered under Registration No. 33-54184 which became
effective on November 13, 1992, and $200,000,000 principal amount of the
Debt Securities registered under Registration No. 33-64797, which became
effective on December 13, 1995. (Pursuant to Rule 429 under the Act, the
Prospectus included in Registration No. 33-64797 also covers such unissued
Debt Securities registered under Registration No. 33-54184.)
The Notes are to be issued and sold under the terms of an Indenture dated
as of March 15, 1988 between the Company and The Chase Manhattan Bank
(National Association) as supplemented by an Eleventh Supplemental
Indenture to be dated as of December 15, 1995, which will set forth the
terms and form of the Notes.
1(b) On December 13, 1995, the Company entered into an Underwriting Agreement
with Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and J.P. Morgan Securities Inc. for the sale of
$300,000,000 aggregate principal amount of 7 1/4% Debentures due 2025 (the
"Debentures"). The Debentures are a portion of the Debt Securities
previously registered by the Company under Registration No. 33-64797,
which became effective on December 13, 1995, for offering on a delayed or
continuous basis pursuant to Rule 415 under the Act.
The Debentures are to be issued and sold under the terms of an Indenture
dated as of March 15, 1988, between the Company and The Chase Manhattan
Bank (National Association) as supplemented by a Twelfth Supplemental
Indenture dated as of December 15, 1995, which will set forth the terms
and form of the Debentures.
Item 7. Financial Statements and Exhibits.
---------------------------------
1(a) Underwriting Agreement dated December 13, 1995 between the Company, Morgan
Stanley & Co. Incorporated, CS First Boston Corporation, Lehman Brothers
Inc. and Salomon Brothers Inc providing for the sale of $300,000,000
aggregate principal amount of 6 1/2% Notes due 2005.
1(b) Underwriting Agreement dated December 13, 1995 between the Company, Morgan
Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and J.P. Morgan Securities Inc. providing for the sale of
$300,000,000 aggregate principal amount of 7 1/4% Debentures due 2025.
2
<PAGE>
4(a) Form of Eleventh Supplemental Indenture dated as of December 15, 1995 from
the Company to The Chase Manhattan Bank (National Association), as
Trustee, providing for the issuance of 6 1/2% Notes due 2005, and
supplementing the Indenture dated as of March 15, 1988 from the Company to
such Trustee, providing for the issuance of debt securities (which
Indenture was filed as Exhibit 4(a) to Registration No. 33-20721).
4(b) Form of Twelfth Supplemental Indenture dated as of December 15, 1995 from
the Company to The Chase Manhattan Bank (National Association), as
Trustee, providing for the issuance of 7 1/4% Debentures due 2025, and
supplementing the Indenture dated as of March 15, 1988 from the Company to
such Trustee, providing for the issuance of debt securities (which
Indenture was filed as Exhibit 4(a) to Registration No. 33-20721).
3
<PAGE>
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.
TENNECO INC.
Registrant
By M. W. MEYER
------------------------------------
M. W. Meyer, Vice President
DATE: December 14, 1995
4
<PAGE>
UNDERWRITING AGREEMENT
DECEMBER 13, 1995
Tenneco Inc.
P.O. Box 2511
Houston, Texas 77252-2511
Dear Sirs:
The undersigned manager or managers (being herein called the "Manager"
whether one or more) understand that Tenneco Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $300,000,000 aggregate principal amount
of 6 1/2% Notes due 2005 (the "Offered Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, the Company
hereby agrees to sell, and the underwriter or underwriters named below (such
underwriter or underwriters being herein called the "Underwriters") agree to
purchase, severally and not jointly, the principal amounts of such Offered
Securities set forth below opposite their names at 98.840% of their principal
amount (together with accrued interest, if any, from December 15, 1995, to the
date of payment and delivery):
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
---- ------------
<S> <C>
Morgan Stanley & Co. Incorporated.................................. $75,000,000
CS First Boston Corporation........................................ 75,000,000
Lehman Brothers Inc. .............................................. 75,000,000
Salomon Brothers Inc .............................................. 75,000,000
------------
Total.......................................................... $300,000,000
============
</TABLE>
The underwriters will pay for such Offered Securities upon delivery thereof
at the office of Morgan Stanley & Co. Incorporated, New York, N.Y., at 10:30
A.M., New York time, on December 18, 1995, or at such other time, not later
than December 22, 1995, as shall be designated by the Manager. Payment will be
made in immediately available funds to an account designated by the Company.
The Offered Securities shall have the following terms:
Maturity: December 15, 2005
Interest Rate: 6 1/2%
Redemption provisions: The Offered Securities will be redeemable in whole
or in part, at the option of Tenneco Inc. at any time, at a redemption
price equal to the greater of (i) 100% of their principal amount and (ii)
the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the yield to maturity of the U.S. Government security having a
maturity comparable to the maturity of the Offered Securities plus 10 basis
points, plus in each case accrued interest to the date of redemption, all
as more particularly described in the supplemental indenture with respect
to the Notes.
Sinking Fund: None
Interest Payment Dates: June 15 and December 15, commencing June 15, 1996
You have advised the Company that you propose to make a public offering of
the Offered Securities as soon as in your judgment is advisable. The Company is
further advised by you that the Offered Securities are to be offered to the
public initially at 99.490% of the principal amount thereof -- the public
offering price -- and accrued interest, if any, and to certain dealers selected
by you at a price which represents a concession not in excess of .40% of the
principal amount thereof under the public offering price, and that you may
allow, and such dealers may reallow, a concession, not in excess of .25% of the
principal amount thereof, to certain other dealers.
All the provisions contained in the document entitled Tenneco Inc.
Underwriting Agreement Standard Provisions (Debt Securities) dated December 12,
1995, a copy of which you have previously received, are
<PAGE>
herein incorporated by reference in their entirety and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein. The term "Registration Statement" as used in the
Underwriting Agreement shall be deemed to include the registration statement
covering the Offered Securities, and the terms "Basic Prospectus" and
"Prospectus" shall as so used be modified accordingly.
This Agreement shall be governed by and construed in accordance with the laws
of the State of New York.
This Agreement may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
Please confirm your agreement by having an authorized officer sign a copy of
this Agreement in the space set forth below and returning the signed copy to
us.
Very truly yours,
MORGAN STANLEY & CO.
INCORPORATED
CS FIRST BOSTON CORPORATION
LEHMAN BROTHERS INC.
SALOMON BROTHERS INC
By MORGAN STANLEY & CO.
INCORPORATED
By
_______________________________
Vice President
Accepted: December 13, 1995
TENNECO INC.
By
-------------------------------
Senior Vice President
2
<PAGE>
UNDERWRITING AGREEMENT
DECEMBER 13, 1995
Tenneco Inc.
P.O. Box 2511
Houston, Texas 77252-2511
Dear Sirs:
The undersigned manager or managers (being herein called the "Manager"
whether one or more) understand that Tenneco Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $300,000,000 aggregate principal amount
of 7 1/4% Debentures due 2025 (the "Offered Securities"). Subject to the terms
and conditions set forth herein or incorporated by reference herein, the
Company hereby agrees to sell, and the underwriter or underwriters named below
(such underwriter or underwriters being herein called the "Underwriters") agree
to purchase, severally and not jointly, the principal amounts of such Offered
Securities set forth below opposite their names at 99.125% of their principal
amount (together with accrued interest, if any, from December 15, 1995, to the
date of payment and delivery):
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
---- ------------
<S> <C>
Morgan Stanley & Co. Incorporated.................................. $100,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated ................ 100,000,000
J. P. Morgan Securities Inc........................................ 100,000,000
------------
Total.......................................................... $300,000,000
============
</TABLE>
The underwriters will pay for such Offered Securities upon delivery thereof
at the office of Morgan Stanley & Co. Incorporated, New York, N.Y., at 10:30
A.M., New York time, on December 18, 1995, or at such other time, not later
than December 22, 1995, as shall be designated by the Manager. Payment will be
made in immediately available funds to an account designated by the Company.
The Offered Securities shall have the following terms:
Maturity: December 15, 2025
Interest Rate: 7 1/4%
Redemption provisions: The Offered Securities will not be redeemable
prior to maturity.
Sinking Fund: None
Interest Payment Dates: June 15 and December 15, commencing June 15, 1996
You have advised the Company that you propose to make a public offering of
the Offered Securities as soon as in your judgment is advisable. The Company is
further advised by you that the Offered Securities are to be offered to the
public initially at 100% of the principal amount thereof -- the public offering
price -- and accrued interest, if any, and to certain dealers selected by you
at a price which represents a concession not in excess of .50% of the principal
amount thereof under the public offering price, and that you may allow, and
such dealers may reallow, a concession, not in excess of .25% of the principal
amount thereof, to certain other dealers.
All the provisions contained in the document entitled Tenneco Inc.
Underwriting Agreement Standard Provisions (Debt Securities) dated December 12,
1995, a copy of which you have previously received, are
<PAGE>
herein incorporated by reference in their entirety and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein. The term "Registration Statement" as used in the
Underwriting Agreement shall be deemed to include the registration statement
covering the Offered Securities, and the terms "Basic Prospectus" and
"Prospectus" shall as so used be modified accordingly.
This Agreement shall be governed by and construed in accordance with the laws
of the State of New York.
This Agreement may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
Please confirm your agreement by having an authorized officer sign a copy of
this Agreement in the space set forth below and returning the signed copy to
us.
Very truly yours,
MORGAN STANLEY & CO.
INCORPORATED
MERRILL LYNCH & CO.
J. P. MORGAN SECURITIES INC.
By MORGAN STANLEY & CO.
INCORPORATED
By
_______________________________
Vice President
Accepted: December 13, 1995
TENNECO INC.
By
-------------------------------
Senior Vice President
2
<PAGE>
[CONFORMED COPY]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TENNECO INC.
AND
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
AS TRUSTEE
------------------
ELEVENTH SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 15, 1995
TO
INDENTURE
DATED AS OF MARCH 15, 1988
------------------
PROVIDING FOR THE ISSUANCE OF
6 1/2% NOTES DUE 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Eleventh Supplemental Indenture dated as of December 15, 1995 between
Tenneco Inc., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Company"), and The Chase Manhattan
Bank (National Association), a national banking association existing under the
laws of the United States of America, as trustee (hereinafter called the
"Trustee").
Whereas, the Company has heretofore executed and delivered to the Trustee an
indenture dated as of March 15, 1988 (hereinafter called the "Original
Indenture"), to provide for the issue of an unlimited amount of debentures,
notes and/or other debt obligations of the Company (hereinafter referred to as
the "Securities"), the terms of which are to be determined as set forth in
(S) 2.02 of the Original Indenture; and
Whereas, (S) 12.01 of the Original Indenture provides, among other things,
that the Company and the Trustee may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of setting forth the
terms of Securities of any series; and
Whereas, the Company desires to create a series of the Securities in an
aggregate principal amount of $300,000,000 to be designated the "6 1/2% Notes
due 2005" (the "Notes"), and all action on the part of the Company necessary
to authorize the issuance of the Notes under the Original Indenture and this
Eleventh Supplemental Indenture has been duly taken; and
Whereas, all acts and things necessary to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee as in the Indenture
provided, the valid and binding obligations of the Company, and to constitute
these presents a valid and binding supplemental indenture and agreement
according to its terms, have been done and performed;
Now, therefore, in consideration of the premises and of the mutual covenants
herein contained, and of the acceptance of this trust by the Trustee, and of
the sum of one dollar to the Company duly paid by the Trustee at the execution
and delivery of these presents, and of other valuable consideration the
receipt whereof is hereby acknowledged and in order to authorize the
authentication and delivery of and to set forth the terms of the Notes,
<PAGE>
It is hereby covenanted, declared and agreed by and between the parties
hereto, for the benefit of holders of the Notes issued under the Indenture, as
follows:
ARTICLE 1.
Terms and Issuance of 6 1/2% Notes Due 2005
(S) 1.01. Issue of Notes. A series of Securities which shall be designated
the "6 1/2% Notes due 2005" shall be executed, authenticated and delivered in
accordance with the provisions of, and shall in all respects be subject to,
the terms, conditions and covenants of the Indenture, including without
limitation the terms set forth in this Eleventh Supplemental Indenture
(including the form of Notes set forth in (S) 1.02 hereof). The aggregate
principal amount of Notes which may be authenticated and delivered under the
Indenture shall not, except as permitted by the provisions of (S)(S) 2.07,
2.08, 2.10, 2.11 or 3.02 of the Indenture, exceed $300,000,000. The entire
amount of Notes may forthwith be executed by the Company and delivered to the
Trustee and shall be authenticated by the Trustee and delivered to or upon the
order of the Company pursuant to (S) 2.03 of the Indenture.
(S) 1.02. Forms of Notes and Authentication Certificate. The forms of the
Notes and the Trustee's certificate of authentication shall be substantially
as follows:
[form of face of note]
[To be inserted on face of Global Notes]
[Unless and until this Note is exchanged in whole or in part for Notes in
definitive registered form, this Note may not be transferred except as a whole
by the Depositary (as defined in the Indenture (as defined below)) to the
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.
Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]
2
<PAGE>
TENNECO INC.
6 1/2% NOTE DUE 2005
No. $
CUSIP
Tenneco Inc., a corporation organized and existing under the laws of the
State of Delaware (hereinafter called the "Company," which term shall include
any successor corporation as defined in the Indenture hereinafter referred
to), for value received, hereby promises to pay to or registered assigns, the
sum of Dollars on December 15, 2005, in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment
of public and private debts, and to pay to the registered holder hereof as
hereinafter provided interest thereon at the rate per annum specified in the
title hereof in like coin or currency, from the June 15 or December 15 next
preceding the date hereof to which interest has been paid, unless the date
hereof is a June 15 or December 15 to which interest on the Notes has been
paid, in which case from the date hereof, or unless no interest has been paid
on the Notes since the original issue date (hereinafter referred to) of this
Note, in which case from the original issue date, semi-annually on June 15 and
December 15 in each year, until payment of said principal sum has been made or
duly provided for, and to pay interest on any overdue principal and (to the
extent permitted by law) on any overdue installment of interest at the rate of
6 1/2% per annum. Notwithstanding the foregoing, when there is no existing
default in the payment of interest on the Notes, if the date hereof is after
May 31 or November 30 and prior to the following June 15 or December 15, as
the case may be, this Note shall bear interest from such June 15 or December
15; provided, however, that if the Company shall default in the payment of
interest due on such June 15 or December 15, then this Note shall bear
interest from the June 15 or December 15 to which interest has been paid or,
if no interest has been paid on the Notes since the original issue date of
this Note, from the original issue date. The interest so payable on any June
15 or December 15 will, subject to certain exceptions provided in the
Indenture hereinafter referred to, be paid to the person in whose name this
Note is registered at the close of business on the May 31 or November 30, as
the case may be, next preceding such June 15 or December 15, or if such May 31
or November 30 is not a business day, the business day next preceding such May
31 or November 30. Interest on this Note shall be computed on the basis of a
360-day year consisting of twelve 30-day months. Both principal of and
interest on this Note are payable at the principal office of the Trustee in
3
<PAGE>
the Borough of Manhattan, The City of New York, New York; provided, however,
that payment of interest may be made, at the option of the Company, by check
mailed to the address of the person entitled thereto as such address shall
appear on the Note register. The original issue date in respect of the Notes
is December 15, 1995.
ADDITIONAL PROVISIONS OF THIS NOTE ARE CONTAINED ON THE REVERSE HEREOF AND
SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY
SET FORTH AT THIS PLACE.
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, or become valid or obligatory for any purpose, until
the Trustee under the Indenture shall have signed the form of certificate of
authentication endorsed hereon.
In Witness Whereof, Tenneco Inc. has caused this Instrument to be signed in
its name by its Chairman of the Board or its President or a Vice President,
and its corporate seal (or a facsimile thereof) to be hereto affixed and
attested by its Secretary or an Assistant Secretary.
Dated ..........................
Tenneco Inc.
By .......................................
Vice President
Attest:
................................
Secretary.
4
<PAGE>
[form of reverse of note]
TENNECO INC.
6 1/2% NOTE DUE 2005
This Note is one of a duly authorized issue of Notes of the Company known as
its 6 1/2% Notes due 2005 (herein called the "Notes"), limited to the
aggregate principal amount of $300,000,000, all issued under and equally
entitled to the benefits of an Indenture (herein, together with any amendments
and supplements thereto, including without limitation the form and terms of
Securities issued pursuant thereto, called the "Indenture"), dated as of March
15, 1988, executed by the Company to The Chase Manhattan Bank (National
Association) (herein, together with any successor thereto, called the
"Trustee"), as Trustee, to which Indenture reference is hereby made for a
statement of the rights thereunder of the Trustee and of the registered
holders of the Notes and of the duties thereunder of the Trustee and the
Company.
The Notes will be redeemable as a whole or in part, at the option of the
Company at any time, at a redemption price equal to the greater of (i) 100% of
their principal amount and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 10 basis points, plus in each case
accrued interest to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Notes. "Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
5
<PAGE>
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated,
CS First Boston Corporation, Lehman Brothers Inc. and Salomon Brothers Inc and
their respective successors; provided however, that if any of the foregoing
cease to be a primary U.S. Government Securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
Holders of Notes to be redeemed will receive notice thereof by first-class
mail at least 30 and not more than 60 days prior to the date fixed for
redemption.
The Indenture permits the Company to issue unsecured debentures, notes
and/or other evidences of indebtedness in one or more series ("Securities") up
to such principal amount or amounts as may be authorized in accordance with
the terms of the Indenture.
To the extent permitted by, and as provided in, the Indenture, modifications
or alterations of the Indenture and of the rights and obligations of the
Company and of the holders of the Notes may be made with the consent of the
Company and with the consent of the holders of not less than a majority in
principal amount of the Securities of all series then outstanding under the
Indenture (treated as a single class) which are affected by the modification
or amendment thereto; provided, however, that without the consent of the
holder
6
<PAGE>
hereof no such modification or alteration shall be made which will affect the
terms of payment of the principal of or interest on this Note.
In case a default, as defined in the Indenture, shall occur, the principal
of all the Notes at any such time outstanding under the Indenture may be
declared or may become due and payable, upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the holders of a majority
in principal amount of the Notes outstanding in the case of payment defaults
on the Notes and in certain other events by the holders of a majority in
principal amount of the Securities of all series then outstanding under the
Indenture (treated as a single class) which are affected thereby.
The Indenture provides that no holder of any Note may enforce any remedy
under the Indenture except in the case of refusal or neglect of the Trustee to
act after notice of default and after request by the holders of a majority in
principal amount of the outstanding Notes in certain events (and in certain
other events by the holders of a majority in principal amount of the
Securities of all series then outstanding under the Indenture, treated as a
single class, which are affected thereby) and the offer to the Trustee of
security and indemnity satisfactory to it; provided, however, that such
provision shall not prevent the holder hereof from enforcing payment of the
principal of or interest on this Note.
The transfer of this Note is registrable by the registered holder hereof, in
person or by duly authorized attorney, at the agency of the Company in the
Borough of Manhattan, The City of New York, New York, on books of the Company
to be kept for that purpose at said agency, upon surrender and cancellation of
this Note and on presentation of a duly executed written instrument of
transfer, and thereupon a new Note or Notes, of the same aggregate principal
amount and in authorized denominations, will be issued to the transferee or
transferees in exchange herefor; and this Note, with or without other Notes,
may in like manner be exchanged for one or more new Notes of other authorized
denominations but of the same aggregate principal amount; all subject to the
terms and conditions set forth in the Indenture.
The Company, the Trustee, any paying agent and any Registrar of the Notes
may deem and treat the person in whose name this Note is registered as the
absolute owner hereof for all purposes whatsoever, and neither the Company nor
the Trustee nor any paying agent nor any Registrar of the Notes shall be
affected by any notice to the contrary.
7
<PAGE>
No recourse shall be had for the payment of the principal of or the interest
on, this Note, or for any claim based hereon or on the Indenture, against any
incorporator, or against any stockholder, director or officer, as such, past,
present or future, of the Company, or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability, whether at common law, in equity, by any constitution, statute
or otherwise, of incorporators, stockholders, directors or officers being
released by every owner hereof by the acceptance of this Note and as part of
the consideration for the issue hereof, and being likewise released by the
terms of the Indenture; provided, however, that nothing herein or in the
Indenture contained shall be taken to prevent recourse to and the enforcement
of the liability, if any, of any stockholder or subscriber to capital stock of
the Company upon or in respect of shares of capital stock not fully paid up.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
8
<PAGE>
[form of trustee's certificate of authentication]
This Note is one of the 6 1/2% Notes due 2005 described in the within-
mentioned Indenture.
THE CHASE MANHATTAN BANK
(National Association),
Trustee,
By.....................................
Authorized Officer.
(S) 1.03. Global Securities.
The Notes shall be issued in the form of one or more Global Securities that
(i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of all of the Notes not yet cancelled, (ii) shall
be registered in the name of the Depositary or the nominee of such Depositary,
(iii) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instruction, and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or in part for
Notes in definitive registered form, this Note may not be transferred except
as a whole by the Depositary to the nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary."
Each Depositary designated must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or
regulation.
Notwithstanding the Indenture, any Notes represented by a Global Security
may not, except as set forth below, be exchanged for a Note or Notes having
authorized denominations and an equal aggregate principal amount, upon
surrender of Notes to be exchanged at the office of the Registrar.
Notwithstanding any other provision of this Eleventh Supplemental Indenture,
unless and until it is exchanged in whole or in part for Notes in definitive
registered form, a Global Security representing all or a part of the Notes may
not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.
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<PAGE>
If at any time the Depositary for the Notes represented by one or more
Global Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such Notes or if at any time the Depositary for
such Notes shall no longer be eligible under this Eleventh Supplemental
Indenture, the Company shall appoint a successor Depositary with respect to
such Notes. If a successor Depositary for such Notes is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's election that such Notes be represented
by one or more Global Securities shall no longer be effective and the Company
shall execute, and the Trustee, upon receipt of instructions from the Company
for the authentication and delivery of definitive Notes, will authenticate and
deliver Notes in definitive registered form, in any authorized denominations,
in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Notes in exchange for such Global
Security or Securities.
The Company may at any time and in its sole discretion determine that the
Notes issued in the form of one or more Global Securities shall no longer be
represented by a Global Security or Securities. In such event the Company
shall execute, and the Trustee, upon receipt of an Officers' Certificate for
the authentication and delivery of definitive Notes, shall authenticate and
deliver, Notes in definitive registered form, in any authorized denominations,
in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Notes, in exchange for such Global
Security or Securities.
The Depositary for such Global Security may surrender such Global Security
in exchange in whole or in part for Notes in definitive registered form on
such terms as are acceptable to the Company and such Depositary. Thereupon,
the Company shall execute, and the Trustee shall authenticate and deliver,
without service charge,
(i) to the Person specified by such Depositary, a new Security or
Securities of the same series as the Notes, of any authorized denominations
as requested by such Person, in an aggregate principal amount equal to and
in exchange for such Person's beneficial interest in the Global Security;
and
(ii) to such Depositary a new Global Security in a denomination equal to
the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of the Notes
authenticated and delivered pursuant to clause (i) above.
10
<PAGE>
Upon the exchange of a Global Security for Notes in definitive registered
form in authorized denominations, such Global Security shall be cancelled by
the Trustee or an agent of the Company or the Trustee. Notes in definitive
registered form issued in exchange for a Global Security pursuant to this
Section 1.03 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Company or the Trustee. The Trustee or
such agent shall deliver at its office such Notes to or as directed by the
Persons in whose names such Securities are so registered.
"Depositary" means, with respect to the Notes, The Depository Trust Company
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Eleventh Supplemental Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and, if at any time there is more than one such Person,
"Depositary" as used with respect to the Notes shall mean the Depositary with
respect to the Global Securities.
"Global Security" means a Security evidencing all or a part of the Notes
issued to the Depositary and bearing the legend prescribed in this Eleventh
Supplemental Indenture.
ARTICLE 2.
Miscellaneous
(S) 2.01. Execution as Supplemental Indenture. This Eleventh Supplemental
Indenture is executed and shall be construed as an indenture supplemental to
the Original Indenture and, as provided in the Original Indenture, this
Eleventh Supplemental Indenture forms a part thereof. Except as herein
expressly otherwise defined, the use of the terms and expressions herein is in
accordance with the definitions, uses and constructions contained in the
Original Indenture.
(S) 2.02. Responsibility for Recitals, Etc. The recitals herein and in the
Notes (except in the Trustee's certificate of authentication) shall be taken
as the statements of the Company, and the Trustee assumes no responsibility
for the correctness thereof. The Trustee makes no representations as to the
validity or sufficiency of this Eleventh Supplemental Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of the Notes or of the proceeds thereof.
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<PAGE>
(S) 2.03. Provisions Binding on Company's Successors. All the covenants,
stipulations, promises and agreements in this Eleventh Supplemental Indenture
contained by the Company shall bind its successors and assigns whether so
expressed or not.
(S) 2.04. New York Contract. This Eleventh Supplemental Indenture and each
Note shall be deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State without regard to principles of conflicts of laws.
(S) 2.05. Execution and Counterparts. This Eleventh Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an
original but such counterparts shall together constitute but one and the same
instrument.
In Witness Whereof, said Tenneco Inc. has caused this Eleventh Supplemental
Indenture to be executed in its corporate name by its Chairman of the Board or
its President or one of its Vice Presidents, and said The Chase Manhattan Bank
(National Association) has caused this Indenture to be executed in its
corporate name by one of its Vice Presidents as of December 15, 1995.
Tenneco Inc.
Robert T. Blakely
By _________________________________________
Robert T. Blakely
Senior Vice President
The Chase Manhattan Bank
(National Association)
Valerie Dunbar
By _________________________________________
Valerie Dunbar
Vice President
12
<PAGE>
[CONFORMED COPY]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TENNECO INC.
AND
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
AS TRUSTEE
------------------
TWELFTH SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 15, 1995
TO
INDENTURE
DATED AS OF MARCH 15, 1988
------------------
PROVIDING FOR THE ISSUANCE OF
7 1/4% DEBENTURES DUE 2025
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Twelfth Supplemental Indenture dated as of December 15, 1995 between Tenneco
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (hereinafter called the "Company"), and The Chase Manhattan Bank
(National Association), a national banking association existing under the laws
of the United States of America, as trustee (hereinafter called the
"Trustee").
Whereas, the Company has heretofore executed and delivered to the Trustee an
indenture dated as of March 15, 1988 (hereinafter called the "Original
Indenture"), to provide for the issue of an unlimited amount of debentures,
notes and/or other debt obligations of the Company (hereinafter referred to as
the "Securities"), the terms of which are to be determined as set forth in
(S) 2.02 of the Original Indenture; and
Whereas, (S) 12.01 of the Original Indenture provides, among other things,
that the Company and the Trustee may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of setting forth the
terms of Securities of any series; and
Whereas, the Company desires to create a series of the Securities in an
aggregate principal amount of $300,000,000 to be designated the "7 1/4%
Debentures due 2025" (the "Debentures"), and all action on the part of the
Company necessary to authorize the issuance of the Debentures under the
Original Indenture and this Twelfth Supplemental Indenture has been duly
taken; and
Whereas, all acts and things necessary to make the Debentures, when executed
by the Company and authenticated and delivered by the Trustee as in the
Indenture provided, the valid and binding obligations of the Company, and to
constitute these presents a valid and binding supplemental indenture and
agreement according to its terms, have been done and performed;
Now, therefore, in consideration of the premises and of the mutual covenants
herein contained, and of the acceptance of this trust by the Trustee, and of
the sum of one dollar to the Company duly paid by the Trustee at the execution
and delivery of these presents, and of other valuable consideration the
receipt whereof is hereby acknowledged and in order to authorize the
authentication and delivery of and to set forth the terms of the Debentures,
<PAGE>
It is hereby covenanted, declared and agreed by and between the parties
hereto, for the benefit of holders of the Debentures issued under the
Indenture, as follows:
ARTICLE 1.
Terms and Issuance of 7 1/4% Debentures Due 2025
(S) 1.01. Issue of Debentures. A series of Securities which shall be
designated the "7 1/4% Debentures due 2025" shall be executed, authenticated
and delivered in accordance with the provisions of, and shall in all respects
be subject to, the terms, conditions and covenants of the Indenture, including
without limitation the terms set forth in this Twelfth Supplemental Indenture
(including the form of Debentures set forth in (S) 1.02 hereof). The aggregate
principal amount of Debentures which may be authenticated and delivered under
the Indenture shall not, except as permitted by the provisions of (S)(S) 2.07,
2.08, 2.10, 2.11 or 3.02 of the Indenture, exceed $300,000,000. The entire
amount of Debentures may forthwith be executed by the Company and delivered to
the Trustee and shall be authenticated by the Trustee and delivered to or upon
the order of the Company pursuant to (S) 2.03 of the Indenture.
(S) 1.02. Forms of Debentures and Authentication Certificate. The forms of
the Debentures and the Trustee's certificate of authentication shall be
substantially as follows:
[form of face of debenture]
[To be inserted on face of Global Debentures]
[Unless and until this Debenture is exchanged in whole or in part for
Debentures in definitive registered form, this Debenture may not be
transferred except as a whole by the Depositary (as defined in the Indenture
(as defined below)) to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
Unless this Debenture is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]
2
<PAGE>
TENNECO INC.
7 1/4% DEBENTURE DUE 2025
No. $
CUSIP
Tenneco Inc., a corporation organized and existing under the laws of the
State of Delaware (hereinafter called the "Company," which term shall include
any successor corporation as defined in the Indenture hereinafter referred
to), for value received, hereby promises to pay to or registered assigns, the
sum of Dollars on December 15, 2025, in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment
of public and private debts, and to pay to the registered holder hereof as
hereinafter provided interest thereon at the rate per annum specified in the
title hereof in like coin or currency, from the June 15 or December 15 next
preceding the date hereof to which interest has been paid, unless the date
hereof is a June 15 or December 15 to which interest on the Debentures has
been paid, in which case from the date hereof, or unless no interest has been
paid on the Debentures since the original issue date (hereinafter referred to)
of this Debenture, in which case from the original issue date, semi-annually
on June 15 and December 15 in each year, until payment of said principal sum
has been made or duly provided for, and to pay interest on any overdue
principal and (to the extent permitted by law) on any overdue installment of
interest at the rate of 7 1/4% per annum. Notwithstanding the foregoing, when
there is no existing default in the payment of interest on the Debentures, if
the date hereof is after May 31 or November 30 and prior to the following June
15 or December 15, as the case may be, this Debenture shall bear interest from
such June 15 or December 15; provided, however, that if the Company shall
default in the payment of interest due on such June 15 or December 15, then
this Debenture shall bear interest from the June 15 or December 15 to which
interest has been paid or, if no interest has been paid on the Debentures
since the original issue date of this Debenture, from the original issue date.
The interest so payable on any June 15 or December 15 will, subject to certain
exceptions provided in the Indenture hereinafter referred to, be paid to the
person in whose name this Debenture is registered at the close of business on
the May 31 or November 30, as the case may be, next preceding such June 15 or
December 15, or if such May 31 or November 30 is not a business day, the
business day next preceding such May 31 or November 30. Interest on this
Debenture shall be computed on the basis of a 360-day year consisting of
twelve 30-day months. Both principal of and interest on this Debenture are
payable at the principal office of the Trustee in
3
<PAGE>
the Borough of Manhattan, The City of New York, New York; provided, however,
that payment of interest may be made, at the option of the Company, by check
mailed to the address of the person entitled thereto as such address shall
appear on the Debenture register. The original issue date in respect of the
Debentures is December 15, 1995.
ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF
AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE.
This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, or become valid or obligatory for any purpose, until
the Trustee under the Indenture shall have signed the form of certificate of
authentication endorsed hereon.
In Witness Whereof, Tenneco Inc. has caused this Instrument to be signed in
its name by its Chairman of the Board or its President or a Vice President,
and its corporate seal (or a facsimile thereof) to be hereto affixed and
attested by its Secretary or an Assistant Secretary.
Dated ..........................
Tenneco Inc.
By .......................................
Vice President
Attest:
................................
Secretary.
4
<PAGE>
[form of reverse of debenture]
TENNECO INC.
7 1/4% DEBENTURE DUE 2025
This Debenture is one of a duly authorized issue of Debentures of the
Company known as its 7 1/4% Debentures due 2025 (herein called the
"Debentures"), limited to the aggregate principal amount of $300,000,000, all
issued under and equally entitled to the benefits of an Indenture (herein,
together with any amendments and supplements thereto, including without
limitation the form and terms of Securities issued pursuant thereto, called
the "Indenture"), dated as of March 15, 1988, executed by the Company to The
Chase Manhattan Bank (National Association) (herein, together with any
successor thereto, called the "Trustee"), as Trustee, to which Indenture
reference is hereby made for a statement of the rights thereunder of the
Trustee and of the registered holders of the Debentures and of the duties
thereunder of the Trustee and the Company.
The Debentures will not be redeemable prior to maturity.
The Indenture permits the Company to issue unsecured debentures, notes
and/or other evidences of indebtedness in one or more series ("Securities") up
to such principal amount or amounts as may be authorized in accordance with
the terms of the Indenture.
To the extent permitted by, and as provided in, the Indenture, modifications
or alterations of the Indenture and of the rights and obligations of the
Company and of the holders of the Debentures may be made with the consent of
the Company and with the consent of the holders of not less than a majority in
principal amount of the Securities of all series then outstanding under the
Indenture (treated as a single class) which are affected by the modification
or amendment thereto; provided, however, that without the consent of the
holder hereof no such modification or alteration shall be made which will
affect the terms of payment of the principal of or interest on this Debenture.
In case a default, as defined in the Indenture, shall occur, the principal
of all the Debentures at any such time outstanding under the Indenture may be
declared or may become due and payable, upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the holders of a majority
in principal amount of the Debentures outstanding in the case of
5
<PAGE>
payment defaults on the Debentures and in certain other events by the holders
of a majority in principal amount of the Securities of all series then
outstanding under the Indenture (treated as a single class) which are affected
thereby.
The Indenture provides that no holder of any Debenture may enforce any
remedy under the Indenture except in the case of refusal or neglect of the
Trustee to act after notice of default and after request by the holders of a
majority in principal amount of the outstanding Debentures in certain events
(and in certain other events by the holders of a majority in principal amount
of the Securities of all series then outstanding under the Indenture, treated
as a single class, which are affected thereby) and the offer to the Trustee of
security and indemnity satisfactory to it; provided, however, that such
provision shall not prevent the holder hereof from enforcing payment of the
principal of or interest on this Debenture.
The transfer of this Debenture is registrable by the registered holder
hereof, in person or by duly authorized attorney, at the agency of the Company
in the Borough of Manhattan, The City of New York, New York, on books of the
Company to be kept for that purpose at said agency, upon surrender and
cancellation of this Debenture and on presentation of a duly executed written
instrument of transfer, and thereupon a new Debenture or Debentures, of the
same aggregate principal amount and in authorized denominations, will be
issued to the transferee or transferees in exchange herefor; and this
Debenture, with or without other Debentures, may in like manner be exchanged
for one or more new Debentures of other authorized denominations but of the
same aggregate principal amount; all subject to the terms and conditions set
forth in the Indenture.
The Company, the Trustee, any paying agent and any Registrar of the
Debentures may deem and treat the person in whose name this Debenture is
registered as the absolute owner hereof for all purposes whatsoever, and
neither the Company nor the Trustee nor any paying agent nor any Registrar of
the Debentures shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the interest
on, this Debenture, or for any claim based hereon or on the Indenture, against
any incorporator, or against any stockholder, director or officer, as such,
past, present or future, of the Company, or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability, whether at common law, in equity, by any constitution, statute
6
<PAGE>
or otherwise, of incorporators, stockholders, directors or officers being
released by every owner hereof by the acceptance of this Debenture and as part
of the consideration for the issue hereof, and being likewise released by the
terms of the Indenture; provided, however, that nothing herein or in the
Indenture contained shall be taken to prevent recourse to and the enforcement
of the liability, if any, of any stockholder or subscriber to capital stock of
the Company upon or in respect of shares of capital stock not fully paid up.
All terms used in this Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
[form of trustee's certificate of authentication]
This Debenture is one of the 7 1/4% Debentures due 2025 described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(National Association),
Trustee,
By.....................................
Authorized Officer.
(S) 1.03. Global Securities.
The Debentures shall be issued in the form of one or more Global Securities
that (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of all of the Debentures not yet cancelled, (ii)
shall be registered in the name of the Depositary or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instruction, and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Debentures in definitive registered form, this Debenture
may not be transferred except as a whole by the Depositary to the nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."
Each Depositary designated must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or
regulation.
7
<PAGE>
Notwithstanding the Indenture, any Debentures represented by a Global
Security may not, except as set forth below, be exchanged for a Debenture or
Debentures having authorized denominations and an equal aggregate principal
amount, upon surrender of Debentures to be exchanged at the office of the
Registrar.
Notwithstanding any other provision of this Twelfth Supplemental Indenture,
unless and until it is exchanged in whole or in part for Debentures in
definitive registered form, a Global Security representing all or a part of
the Debentures may not be transferred except as a whole by the Depositary for
such series to a nominee of such Depositary or by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by such Depositary
or any such nominee to a successor Depositary for such series or a nominee of
such successor Depositary.
If at any time the Depositary for the Debentures represented by one or more
Global Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such Debentures or if at any time the Depositary
for such Debentures shall no longer be eligible under this Twelfth
Supplemental Indenture, the Company shall appoint a successor Depositary with
respect to such Debentures. If a successor Depositary for such Debentures is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company's election that
such Debentures be represented by one or more Global Securities shall no
longer be effective and the Company shall execute, and the Trustee, upon
receipt of instructions from the Company for the authentication and delivery
of definitive Debentures, will authenticate and deliver Debentures in
definitive registered form, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such Debentures in exchange for such Global Security
or Securities.
The Company may at any time and in its sole discretion determine that the
Debentures issued in the form of one or more Global Securities shall no longer
be represented by a Global Security or Securities. In such event the Company
shall execute, and the Trustee, upon receipt of an Officers' Certificate for
the authentication and delivery of definitive Debentures, shall authenticate
and deliver, Debentures in definitive registered form, in any authorized
denominations, in an aggregate principal amount equal to the principal amount
of the Global Security or Securities representing such Debentures, in exchange
for such Global Security or Securities.
8
<PAGE>
The Depositary for such Global Security may surrender such Global Security
in exchange in whole or in part for Debentures in definitive registered form
on such terms as are acceptable to the Company and such Depositary. Thereupon,
the Company shall execute, and the Trustee shall authenticate and deliver,
without service charge,
(i) to the Person specified by such Depositary, a new Security or
Securities of the same series as the Debentures, of any authorized
denominations as requested by such Person, in an aggregate principal amount
equal to and in exchange for such Person's beneficial interest in the
Global Security; and
(ii) to such Depositary a new Global Security in a denomination equal to
the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of the Debentures
authenticated and delivered pursuant to clause (i) above.
Upon the exchange of a Global Security for Debentures in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Company or the Trustee. Debentures
in definitive registered form issued in exchange for a Global Security
pursuant to this Section 1.03 shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Company or the Trustee. The Trustee or
such agent shall deliver at its office such Debentures to or as directed by
the Persons in whose names such Securities are so registered.
"Depositary" means, with respect to the Debentures, The Depository Trust
Company until a successor Depositary shall have become such pursuant to the
applicable provisions of this Twelfth Supplemental Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and, if at any time there is more than one such Person,
"Depositary" as used with respect to the Debentures shall mean the Depositary
with respect to the Global Securities.
"Global Security" means a Security evidencing all or a part of the
Debentures issued to the Depositary and bearing the legend prescribed in this
Twelfth Supplemental Indenture.
9
<PAGE>
ARTICLE 2.
Miscellaneous
(S) 2.01. Execution as Supplemental Indenture. This Twelfth Supplemental
Indenture is executed and shall be construed as an indenture supplemental to
the Original Indenture and, as provided in the Original Indenture, this
Twelfth Supplemental Indenture forms a part thereof. Except as herein
expressly otherwise defined, the use of the terms and expressions herein is in
accordance with the definitions, uses and constructions contained in the
Original Indenture.
(S) 2.02. Responsibility for Recitals, Etc. The recitals herein and in the
Debentures (except in the Trustee's certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representations as to the validity or sufficiency of this Twelfth Supplemental
Indenture or of the Debentures. The Trustee shall not be accountable for the
use or application by the Company of the Debentures or of the proceeds
thereof.
(S) 2.03. Provisions Binding on Company's Successors. All the covenants,
stipulations, promises and agreements in this Twelfth Supplemental Indenture
contained by the Company shall bind its successors and assigns whether so
expressed or not.
(S) 2.04. New York Contract. This Twelfth Supplemental Indenture and each
Debenture shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be construed in accordance with the laws
of said State without regard to principles of conflicts of laws.
(S) 2.05. Execution and Counterparts. This Twelfth Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an
original but such counterparts shall together constitute but one and the same
instrument.
10
<PAGE>
In Witness Whereof, said Tenneco Inc. has caused this Twelfth Supplemental
Indenture to be executed in its corporate name by its Chairman of the Board or
its President or one of its Vice Presidents, and said The Chase Manhattan Bank
(National Association) has caused this Indenture to be executed in its
corporate name by one of its Vice Presidents as of December 15, 1995.
Tenneco Inc.
Robert T. Blakely
By _________________________________________
Robert T. Blakely
Senior Vice President
The Chase Manhattan Bank
(National Association)
Valerie Dunbar
By _________________________________________
Valerie Dunbar
Vice President
11
