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Exhibit 4.1
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TENNECO INC.
AND
THE CHASE MANHATTAN BANK,
as Trustee
_____________
EIGHTH SUPPLEMENTAL INDENTURE
Dated as of April 28, 1997
TO
INDENTURE
Dated as of November 1, 1996
_____________
Providing for the issuance of
7-1/2% Notes due 2007
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EIGHTH SUPPLEMENTAL INDENTURE dated as of April 28, 1997 between TENNECO
INC., a corporation duly organized and existing under the laws of the State of
Delaware and formerly known as New Tenneco Inc. (hereinafter called the
"Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as
trustee (hereinafter called the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture dated as of November 1, 1996 (as amended, hereinafter called the
"Original Indenture"), to provide for the issue of an unlimited amount of
debentures, notes and/or other debt obligations of the Company (hereinafter
referred to as the "Securities"), the terms of which are to be determined as
set forth in Section 2.3 of the Original Indenture; and
WHEREAS, Section 8.1 of the Original Indenture provides, among other
things, that the Company and the Trustee may enter into indentures supplemental
to the Original Indenture for, among other things, the purpose of setting forth
the terms of Securities of any series; and
WHEREAS, the Company desires to create a series of the Securities in an
aggregate principal amount of $100,000,000 to be designated the "7-1/2% Notes
due 2007" (the "Notes"), and all action on the part of the Company necessary to
authorize the issuance of the Notes under the Original Indenture and this
Eighth Supplemental Indenture has been duly taken; and
WHEREAS, all acts and things necessary to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee as in the Original
Indenture provided, the valid and binding obligations of the Company, and to
constitute these presents a valid and binding supplemental indenture and
agreement according to its terms, have been done and performed;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and of the acceptance of this trust by the Trustee,
and of the sum of one dollar to the Company duly paid by the Trustee at the
execution and delivery of these presents, and of other valuable consideration
the receipt whereof is hereby acknowledged and in order to authorize the
authentication and delivery of and to set forth the terms of the Notes,
IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties
hereto, for the benefit of holders of the Notes issued under the Original
Indenture, as follows:
ARTICLE 1.
TERMS AND ISSUANCE OF 7-1/2% NOTES DUE 2007
Section 1.1. Issue of Notes. A series of Securities which shall be
designated the "7-1/2% Notes due 2007" shall be executed, authenticated and
delivered in accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of the Original Indenture,
including without limitation the terms set forth in this Eighth Supplemental
Indenture (including the form of Notes set forth in Section 1.2 hereof). The
aggregate principal amount of Notes which may be authenticated and delivered
under the Original Indenture shall not, except as permitted by the provisions
of Sections 2.8, 2.9, 2.11, 8.5 and 12.3 of the Original Indenture, exceed
$100,000,000. The entire amount of Notes may forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated by the Trustee
and delivered to or upon the order of the Company pursuant to Section 2.4 of the
Original Indenture. The Notes shall be issued as Registered Global Securities
(as defined in the Original Indenture), the depositary for which shall be The
Depositary Trust Company.
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Section 1.2. Forms of Notes and Authentication Certificate. The forms of
the Notes and the Trustee's certificate of authentication shall be
substantially as follows:
[FORM OF FACE OF NOTE]
TENNECO INC.
7-1/2% NOTE DUE 2007
No.
CUSIP
Tenneco Inc., a corporation organized and existing under the laws of the
State of Delaware (hereinafter called the "Company," which term shall include
any successor corporation as defined in the Indenture hereinafter referred to),
for value received, hereby promises to pay to ____________ or registered
assigns, the sum of Dollars on April 15, 2007, in any coin or
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts, and to pay to the
registered holder hereof as hereinafter provided interest thereon at the rate
per annum specified in the title hereof in like coin or currency, from the
April 15 or October 15 next preceding the date hereof to which interest has
been paid, unless the date hereof is an April 15 or October 15 to which
interest on the Notes has been paid, in which case from the date hereof, or
unless no interest has been paid on the Notes since the original issue date
(hereinafter referred to) of this Note, in which case from the original issue
date, semi-annually on April 15 and October 15 in each year commencing October
15, 1997, until payment of said principal sum has been made or duly provided
for, and to pay interest on any overdue principal and (to the extent permitted
by law) on any overdue installment of interest at the rate of 7-1/2% per annum.
Notwithstanding the foregoing, when there is no existing default in the
payment of interest on the Notes, if the date hereof is after April 1 or
October 1 and prior to the following April 15 or October 15, as the case may
be, this Note shall bear interest from such April 15 or October 15, or, if no
interest has been paid on the Notes since the original issue date of this Note,
from the original issue date; provided, however, that if the Company shall
default in the payment of interest due on such April 15 or October 15, then
this Note shall bear interest from the April 15 or October 15 to which interest
has been paid or, if no interest has been paid on the Notes since the original
issue date of this Note, from the original issue date. The interest so payable
on any April 15 or October 15 will, subject to certain exceptions provided in
the Indenture hereinafter referred to, be paid to the person in whose name this
Note is registered at the close of business on the April 1 or October 1, as
the case may be, next preceding such April 15 or October 15, or if such April 1
or October 1 is not a business day, the business day next preceding such April
1 or October 1. Interest on this Note shall be computed on the basis of a
360-day year consisting of twelve 30-day months. Both principal of and
interest on this Note are payable at the principal office of the Trustee in the
Borough of Manhattan, The City of New York, New York; provided, however, that
payment of interest may be made, at the option of the Company, by check mailed
to the address of the person entitled thereto as such address shall appear on
the Note register. The original issue date in respect of the Notes is April
28, 1997.
ADDITIONAL PROVISIONS OF THIS NOTE ARE CONTAINED ON THE REVERSE HEREOF AND
SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET
FORTH AT THIS PLACE.
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, or become valid or obligatory for any purpose, until
the Trustee under the Indenture shall have signed the form of certificate of
authentication endorsed hereon.
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In Witness Whereof, Tenneco Inc. has caused this Instrument to be signed
in its name by its Chairman of the Board or its President or a Vice President,
and its corporate seal (or a facsimile thereof) to be hereto affixed and
attested by its Secretary or an Assistant Secretary.
Dated................................
Tenneco Inc.
By...................................................
Chairman of the Board
Attest:
.....................................
Secretary
[FORM OF REVERSE OF NOTE]
TENNECO INC.
7-1/2% NOTE DUE 2007
This Note is one of a duly authorized issue of Notes of the Company known
as its 7-1/2% Notes due 2007 (herein called the "Notes"), limited to the
aggregate principal amount of $100,000,000, all issued under and equally
entitled to the benefits of an Indenture (herein, together with any amendments
and supplements thereto, including without limitation the form and terms of
Securities issued pursuant thereto, called the "Indenture"), dated as of
November 1, 1996, executed by the Company to The Chase Manhattan Bank (herein,
together with any successor thereto, called the "Trustee"), as Trustee, to
which Indenture reference is hereby made for a statement of the rights
thereunder of the Trustee and of the registered holders of the Notes and of the
duties thereunder of the Trustee and the Company.
The Notes will be redeemable as a whole or in part, at the option of the
Company at any time, at a redemption price equal to the greater of (i) 100% of
their principal amount and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 10 basis points, plus accrued
interest to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Notes. "Independent Investment Banker" means Merrill Lynch & Co.
or, if such firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Trustee.
"Comparable Treasury Price " means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury
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Dealer Quotations, the average of all such Quotations. "Reference Treasury
Dealer Quotations" means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such
redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch & Co., J.P. Morgan
Securities Inc., BancAmerica Securities, Inc., Chase Securities Inc. and
NationsBanc Capital Markets, Inc.; provided however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer "), the Company shall substitute therefor
another Primary Treasury dealer.
Holders of Notes to be redeemed will receive notice thereof by first-class
mail at least 30 and not more than 60 days prior to the date fixed for
redemption.
The Indenture permits the Company to issue unsecured debentures, notes
and/or other evidences of indebtedness in one or more series ("Securities") up
to such principal amount or amounts as may be authorized in accordance with the
terms of the Indenture.
To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture and of the rights and obligations
of the Company and of the holders of the Notes may be made with the consent of
the Company and with the consent of the holders of not less than a majority in
principal amount of the Securities of all series then outstanding under the
Indenture (treated as a single class) which are affected by the modification or
amendment thereto; provided, however, that without the consent of the holder
hereof no such modification or alteration shall be made which will affect the
terms of payment of the principal of or interest on this Note.
In case a default, as defined in the Indenture, shall occur, the principal
of all the Notes at any such time outstanding under the Indenture may be
declared or may become due and payable, upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the holders of a majority
in principal amount of the Notes outstanding in the case of payment defaults on
the Notes and in certain other events by the holders of a majority in principal
amount of the Securities of all series then outstanding under the Indenture
(treated as a single class) which are affected thereby.
The Indenture provides that no holder of any Note may enforce any remedy
under the Indenture except in the case of refusal or neglect of the Trustee to
act after notice of default and after request by the holders of a majority in
principal amount of the outstanding Notes in certain events (and in certain
other events by the holders of a majority in principal amount of the Securities
of all series then outstanding under the Indenture, treated as a single class,
which are affected thereby) and the offer to the Trustee of security and
indemnity satisfactory to it; provided, however, that such provision shall not
prevent the holder hereof from enforcing payment of the principal of or
interest on this Note.
Unless this certificate is presented by an authorized representative of a
Depositary to the Issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of the nominee of
such Depositary or such other name as requested by an authorized representative
of such Depositary and any payment is made to the nominee of such Depositary,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, the nominee, has an
interest herein.
The Company, the Trustee, any paying agent and any Registrar of the Notes
may deem and treat the person in whose name this Note is registered as the
absolute owner hereof for all purposes whatsoever, and neither the Company nor
the Trustee nor any paying agent nor any Registrar of the Notes shall be
affected by any notice to the contrary.
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No recourse shall be had for the payment of the principal of or the
interest on, this Note, or for any claim based hereon or on the Indenture,
against any incorporator or against any stockholder, director or officer, as
such, past, present or future, of the Company, or of any predecessor or
successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability, whether at common law, in equity, by any
constitution, statute or otherwise, of incorporators, stockholders, directors
or officers being released by every owner hereof by the acceptance of this Note
and as part of the consideration for the issue hereof, and being likewise
released by the terms of the Indenture; provided, however, that nothing herein
or in the Indenture contained shall be taken to prevent recourse to and the
enforcement of the liability, if any, of any stockholder or subscriber to
capital stock of the Company upon or in respect of shares of capital stock not
fully paid up.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Note is one of 7-1/2% Notes due 2007 described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
Trustee,
By......................................
Authorized Officer.
ARTICLE 2.
MISCELLANEOUS
Section 2.1. Execution as Supplemental Indenture. This Eighth
Supplemental Indenture is executed and shall be construed as an Indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this Eighth Supplemental Indenture forms a part thereof. Except as
herein expressly otherwise defined, the use of the terms and expressions herein
is in accordance with the definitions, uses and constructions contained in the
Original Indenture.
Section 2.2. Responsibility for Recitals, Etc. The recitals herein and
in the Notes (except in the Trustee's certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representations as to the validity or sufficiency of this Eighth Supplemental
Indenture or of the Notes. The Trustee shall not be accountable for the use or
application by the Company of the Notes or of the proceeds thereof.
Section 2.3. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements in this Eighth Supplemental
Indenture contained by the Company shall bind its successors and assigns
whether so expressed or not.
SECTION 2.4. NEW YORK CONTRACT. THIS EIGHTH SUPPLEMENTAL INDENTURE AND
EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SAID STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
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Section 2.5. Execution and Counterparts. This Eighth Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
an original but such counterparts shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, said TENNECO INC. has caused this Eighth Supplemental
Indenture to be executed in its corporate name by its Chairman of the Board or
its President or one of its Vice Presidents, and said THE CHASE MANHATTAN BANK
has caused this Eighth Supplemental Indenture to be executed in its corporate
name by one of its Vice Presidents as of April 28, 1997.
TENNECO INC.
By___________________________________
KAREN A. OSAR
Vice President and Treasurer
THE CHASE MANHATTAN BANK
By___________________________________
RONALD J. HALLERAN
Second Vice President