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Exhibit 4.2
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TENNECO INC.
AND
THE CHASE MANHATTAN BANK,
as Trustee
_____________
NINTH SUPPLEMENTAL INDENTURE
Dated as of April 28, 1997
TO
INDENTURE
Dated as of November 1, 1996
_____________
Providing for the issuance of
7-7/8% Debentures due 2027
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NINTH SUPPLEMENTAL INDENTURE dated as of April 28, 1997 between TENNECO
INC., a corporation duly organized and existing under the laws of the State of
Delaware and formerly known as New Tenneco Inc. (hereinafter called the
"Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as
trustee (hereinafter called the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture dated as of November 1, 1996 (as amended, hereinafter called the
"Original Indenture"), to provide for the issue of an unlimited amount of
debentures, notes and/or other debt obligations of the Company (hereinafter
referred to as the "Securities"), the terms of which are to be determined as
set forth in Section 2.3 of the Original Indenture; and
WHEREAS, Section 8.1 of the Original Indenture provides, among other
things, that the Company and the Trustee may enter into indentures supplemental
to the Original Indenture for, among other things, the purpose of setting forth
the terms of Securities of any series; and
WHEREAS, the Company desires to create a series of the Securities in an
aggregate principal amount of $200,000,000 to be designated the "7-7/8%
Debentures due 2027" (the "Debentures"), and all action on the part of the
Company necessary to authorize the issuance of the Debentures under the
Original Indenture and this Ninth Supplemental Indenture has been duly taken;
and
WHEREAS, all acts and things necessary to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee as in
the Original Indenture provided, the valid and binding obligations of the
Company, and to constitute these presents a valid and binding supplemental
indenture and agreement according to its terms, have been done and performed;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and of the acceptance of this trust by the Trustee,
and of the sum of one dollar to the Company duly paid by the Trustee at the
execution and delivery of these presents, and of other valuable consideration
the receipt whereof is hereby acknowledged and in order to authorize the
authentication and delivery of and to set forth the terms of the Debentures,
IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties
hereto, for the benefit of holders of the Debentures issued under the Original
Indenture, as follows:
ARTICLE 1.
TERMS AND ISSUANCE OF 7-7/8% DEBENTURES DUE 2027
Section 1.1. Issue of Debentures. A series of Securities which shall be
designated the "7-7/8% Debentures due 2027" shall be executed, authenticated
and delivered in accordance with the provisions of, and shall in all respects
be subject to, the terms, conditions and covenants of the Original Indenture,
including without limitation the terms set forth in this Ninth Supplemental
Indenture (including the form of Debentures set forth in Section 1.2 hereof).
The aggregate principal amount of Debentures which may be authenticated and
delivered under the Original Indenture shall not, except as permitted by the
provisions of Sections 2.8, 2.9, 2.11, 8.5 and 12.3 of the Original Indenture,
exceed $200,000,000. The entire amount of Debentures may forthwith be executed
by the Company and delivered to the Trustee and shall be authenticated by the
Trustee and delivered to or upon the order of the Company pursuant to Section
2.4 of the Original Indenture. The Debentures shall be issued as Registered
Global Securities (as defined in the Original Indenture), the depositary for
which shall be The Depositary Trust Company.
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Section 1.2. Forms of Debentures and Authentication Certificate. The
forms of the Debentures and the Trustee's certificate of authentication shall
be substantially as follows:
[FORM OF FACE OF DEBENTURE]
TENNECO INC.
7-7/8% DEBENTURE DUE 2027
No.
CUSIP
Tenneco Inc., a corporation organized and existing under the laws of the
State of Delaware (hereinafter called the "Company," which term shall include
any successor corporation as defined in the Indenture hereinafter referred to),
for value received, hereby promises to pay to ____________ or registered
assigns, the sum of Dollars on April 15, 2027, in any coin or
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts, and to pay to the
registered holder hereof as hereinafter provided interest thereon at the rate
per annum specified in the title hereof in like coin or currency, from the
April 15 or October 15 next preceding the date hereof to which interest has
been paid, unless the date hereof is an April 15 or October 15 to which
interest on the Debentures has been paid, in which case from the date hereof,
or unless no interest has been paid on the Debentures since the original issue
date (hereinafter referred to) of this Debenture, in which case from the
original issue date, semi-annually on April 15 and October 15 in each year
commencing October 15, 1997, until payment of said principal sum has been made
or duly provided for, and to pay interest on any overdue principal and (to the
extent permitted by law) on any overdue installment of interest at the rate of
7-7/8% per annum. Notwithstanding the foregoing, when there is no existing
default in the payment of interest on the Debentures, if the date hereof is
after April 1 or October 1 and prior to the following April 15 or October 15,
as the case may be, this Debenture shall bear interest from such April 15 or
October 15, or, if no interest has been paid on the Debentures since the
original issue date of this Debenture, from the original issue date; provided,
however, that if the Company shall default in the payment of interest due on
such April 15 or October 15, then this Debenture shall bear interest from the
April 15 or October 15 to which interest has been paid or, if no interest has
been paid on the Debentures since the original issue date of this Debenture,
from the original issue date. The interest so payable on any April 15 or
October 15 will, subject to certain exceptions provided in the Indenture
hereinafter referred to, be paid to the person in whose name this Debenture is
registered at the close of business on the April 1 or October 1, as the case
may be, next preceding such April 15 or October 15, or if such April 1 or
October 1 is not a business day, the business day next preceding such April 1
or October 1. Interest on this Debenture shall be computed on the basis of a
360-day year consisting of twelve 30-day months. Both principal of and
interest on this Debenture are payable at the principal office of the Trustee
in the Borough of Manhattan, The City of New York, New York; provided, however,
that payment of interest may be made, at the option of the Company, by check
mailed to the address of the person entitled thereto as such address shall
appear on the Debenture register. The original issue date in respect of the
Debentures is April 28, 1997.
ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE
HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH AT THIS PLACE.
This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, or become valid or obligatory for any purpose, until
the Trustee under the Indenture shall have signed the form of certificate of
authentication endorsed hereon.
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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 DEBENTURE]
TENNECO INC.
7-7/8% DEBENTURE DUE 2027
This Debenture is one of a duly authorized issue of Debentures of the
Company known as its 7-7/8% Debentures due 2027 (herein called the
"Debentures"), limited to the aggregate principal amount of $200,000,000, all
issued under and equally entitled to the benefits of an Indenture (herein,
together with any amendments and supplements thereto, including without
limitation the form and terms of Securities issued pursuant thereto, called the
"Indenture"), dated as of November 1, 1996, executed by the Company to The
Chase Manhattan Bank (herein, together with any successor thereto, called the
"Trustee"), as Trustee, to which Indenture reference is hereby made for a
statement of the rights thereunder of the Trustee and of the registered holders
of the Debentures and of the duties thereunder of the Trustee and the Company.
The Debentures will be redeemable as a whole or in part, at the option of
the Company at any time, at a redemption price equal to the greater of (i) 100%
of their principal amount and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to
the date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Yield plus 25 basis points,
plus accrued interest to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Debentures. "Independent Investment Banker" means Merrill Lynch &
Co. or, if such firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Trustee.
"Comparable Treasury Price " means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such
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Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
Quotations. "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch & Co., J.P. Morgan
Securities Inc., BancAmerica Securities, Inc., Chase Securities Inc. and
NationsBanc Capital Markets, Inc.; provided however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer "), the Company shall substitute therefor
another Primary Treasury dealer.
Holders of Debentures to be redeemed will receive notice thereof by
first-class mail at least 30 and not more than 60 days prior to the date fixed
for redemption.
The Indenture permits the Company to issue unsecured debentures, notes,
and/or other evidences of indebtedness in one or more series ("Securities") up
to such principal amount or amounts as may be authorized in accordance with the
terms of the Indenture.
To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture and of the rights and obligations
of the Company and of the holders of the Debentures may be made with the
consent of the Company and with the consent of the holders of not less than a
majority in principal amount of the Securities of all series then outstanding
under the Indenture (treated as a single class) which are affected by the
modification or amendment thereto; provided, however, that without the consent
of the holder hereof no such modification or alteration shall be made which
will affect the terms of payment of the principal of or interest on this
Debenture.
In case a default, as defined in the Indenture, shall occur, the principal
of all the Debentures at any such time outstanding under the Indenture may be
declared or may become due and payable, upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the holders of a majority
in principal amount of the Debentures outstanding in the case of payment
defaults on the Debentures and in certain other events by the holders of a
majority in principal amount of the Securities of all series then outstanding
under the Indenture (treated as a single class) which are affected thereby.
The Indenture provides that no holder of any Debenture may enforce any
remedy under the Indenture except in the case of refusal or neglect of the
Trustee to act after notice of default and after request by the holders of a
majority in principal amount of the outstanding Debentures in certain events
(and in certain other events by the holders of a majority in principal amount
of the Securities of all series then outstanding under the Indenture, treated
as a single class, which are affected thereby) and the offer to the Trustee of
security and indemnity satisfactory to it; provided, however, that such
provision shall not prevent the holder hereof from enforcing payment of the
principal of or interest on this Debenture.
Unless this certificate is presented by an authorized representative of a
Depositary to the Issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of the nominee of
such Depositary or such other name as requested by an authorized representative
of such Depositary and any payment is made to the nominee of such Depositary,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, the nominee, has an
interest herein.
The Company, the Trustee, any paying agent and any Registrar of the
Debentures may deem and treat the person in whose name this Debenture is
registered as the absolute owner hereof for all purposes
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whatsoever, and neither the Company nor the Trustee nor any paying agent nor
any Registrar of the Debentures shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on, this Debenture, or for any claim based hereon or on the Indenture,
against any incorporator or against any stockholder, director or officer, as
such, past, present or future, of the Company, or of any predecessor or
successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability, whether at common law, in equity, by any
constitution, statute or otherwise, of incorporators, stockholders, directors
or officers being released by every owner hereof by the acceptance of this
Debenture and as part of the consideration for the issue hereof, and being
likewise released by the terms of the Indenture; provided, however, that
nothing herein or in the Indenture contained shall be taken to prevent recourse
to and the enforcement of the liability, if any, of any stockholder or
subscriber to capital stock of the Company upon or in respect of shares of
capital stock not fully paid up.
All terms used in this Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Debenture is one of 7-7/8% Debentures due 2027 described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
Trustee,
By............................
Authorized Officer.
ARTICLE 2.
MISCELLANEOUS
Section 2.1. Execution as Supplemental Indenture. This Ninth
Supplemental Indenture is executed and shall be construed as an Indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this Ninth Supplemental Indenture forms a part thereof. Except as
herein expressly otherwise defined, the use of the terms and expressions herein
is in accordance with the definitions, uses and constructions contained in the
Original Indenture.
Section 2.2. Responsibility for Recitals, Etc. The recitals herein and
in the Debentures (except in the Trustee's certificate of authentication) shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representations as to the validity or sufficiency of this Ninth Supplemental
Indenture or of the Debentures. The Trustee shall not be accountable for the
use or application by the Company of the Debentures or of the proceeds thereof.
Section 2.3. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements in this Ninth Supplemental
Indenture contained by the Company shall bind its successors and assigns
whether so expressed or not.
SECTION 2.4. NEW YORK CONTRACT. THIS NINTH SUPPLEMENTAL INDENTURE AND
EACH DEBENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE
STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.
Section 2.5. Execution and Counterparts. This Ninth Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
an original but such counterparts shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, said TENNECO INC. has caused this Ninth Supplemental
Indenture to be executed in its corporate name by its Chairman of the Board or
its President or one of its Vice Presidents, and said THE CHASE MANHATTAN BANK
has caused this Ninth Supplemental Indenture to be executed in its corporate
name by one of its Vice Presidents as of April 28, 1997.
TENNECO INC.
By________________________________
KAREN A. OSAR
Vice President and Treasurer
THE CHASE MANHATTAN BANK
By________________________________
RONALD J. HALLERAN
Second Vice President