EXHIBIT 99.2
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
November 13, 2006, is between Tenneco Inc. (formerly known as Tenneco Automotive
Inc.), a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A.
("Wells Fargo"), as successor to First Union National Bank as successor Rights
Agent (the "First Union").
WHEREAS, the Company has selected Wells Fargo to succeed First Union as
successor Rights Agent under the Rights Agreement between the Company and First
Union, dated as of September 9, 1998, as amended on March 14, 2000 and February
5, 2001 (the "Rights Agreement") and Wells Fargo has agreed to so act as
successor Rights Agent; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
desires to amend the Rights Agreement in order to reflect (i) the name change of
the Company from Tenneco Automotive Inc. to Tenneco Inc. and (ii) Wells Fargo
succeeding First Union as Rights Agent as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of the Title of the Rights Agreement.
(a) The title set forth on the cover page of the Rights Agreement is
amended in its entirety as follows:
---------------------------
TENNECO INC.
(formerly known as TENNECO AUTOMOTIVE INC.)
and
WELLS FARGO BANK, N.A., as Rights Agent
---------------------------
RIGHTS AGREEMENT
Dated as of September 9, 1998, as amended
on March 14, 2000, February 5, 2001 and November 13, 2006
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(b) The first paragraph on page 1 of the Rights Agreement is amended to
read in its entirety as follows:
RIGHTS AGREEMENT
Rights Agreement, dated as of September 9, 1998, as amended on March 14,
2000, February 5, 2001 and November 13, 2006 ("Agreement"), between
Tenneco Inc., a Delaware corporation, formerly known as Tenneco
Automotive Inc. (the "Company"), and Wells Fargo Bank, N.A., as Rights
Agent (the "Rights Agent"), as successor to First Union National Bank
as rights agent.
2. Amendment of Section 3(c).
The legend set forth in Section 3(c) of the Rights Agreement is amended
to read in its entirety as follows:
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Tenneco
Inc. (the "Company") and Wells Fargo Bank, N.A., as Rights Agent,
dated as of September 9, 1998 and as amended from time to time
(the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file
at the principal executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights
will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the
holder of this certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor. Under certain
circumstances, as set forth in the Rights Agreement, Rights owned
by or transferred to any Person who is or becomes an Acquiring
Person (as defined in the Rights Agreement) and certain
transferees thereof will become null and void and will no longer
be transferable.
3. Amendment of Section 26.
The notice provision in respect of the Company and the Rights Agent set
forth in Section 26 of the Rights Agreement is amended to read in its entirety
as follows:
Notices or demands authorized by this Agreement to be given or made by
the Rights Agent or by the holder of any Right Certificate to or on the Company
shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with the Rights
Agent) as follows:
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Tenneco Inc.
500 North Field Drive
Lake Forest, IL 60045
Attention: General Counsel
Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by the holder
of any Right Certificate to or on the Rights Agent shall be sufficiently given
or made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:
Wells Fargo Bank, N.A.
161 North Concord Exchange
South St. Paul, MN 55075
Attention: Account Manager
Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as show on the registry
books of the Company.
4. Amendment of Form of Rights Certificate.
(a) The first paragraph of the form of rights certificate attached as
Exhibit B to the Rights Agreement is amended to read in its entirety as follows:
RIGHTS CERTIFICATE
TENNECO INC.
This certifies that __________________________ or registered assigns, is
the registered owner of the number of Rights set forth above, each of
which entitles the owner thereof, subject to the terms, provisions and
conditions of the Rights Agreement, dated as of September 9, 1998, as
the same may be amended from time to time (the "Rights Agreement"),
between Tenneco Inc., a Delaware corporation (the "Company"), and
Wells Fargo Bank, N.A., as Rights Agent (the "Rights Agent"), as
successor to First Union National Bank as rights agent, to purchase
from the Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to 5:00 P.M., New York
City time, on September 9, 2008 at the office or agency of the Rights
Agent designated for such purpose, or of its successor as Rights
Agent, one one-thousandth of a fully paid non-assessable share of
Series B Junior Participating Preferred Stock, par value $.01 per
share (the "Preferred Stock"), of the Company at a purchase price of
$8.80 per one one-
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thousandth of a share of Preferred Stock (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the Form of
Election to Purchase duly executed. The number of Rights evidenced by
this Rights Certificate (and the number of one one-thousandths of a
share of Preferred Stock which may be purchased upon exercise hereof)
set forth above, and the Purchase Price set forth above, are the
number and Purchase Price as of March 14, 2000, based on the Preferred
Stock as constituted at such date. As provided in the Rights
Agreement, the Purchase Price, the number of one one-thousandths of a
share of Preferred Stock (or other securities or property) which may
be purchased upon the exercise of the Rights and the number of Rights
evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.
(b) The signature block of the Company and the Rights Agent set forth on
the form of rights certificate attached as Exhibit B to the Rights Agreement is
amended to read in its entirety as follows:
TENNECO INC.
By:
-----------------------------------------
Chief Executive Officer
WELLS FARGO BANK, N.A.,
as Rights Agent
By:
-----------------------------------------
(c) The addressee on the Form of Election to Purchase set forth as an
attachment to the form of rights certificate attached as Exhibit B to the Rights
Agreement is amended to read in its entirety as follows:
To TENNECO INC.:
(d) The heading "Signature Guaranteed:" on the Form of Election to
Purchase set forth as an attachment to the form of rights certificate attached
as Exhibit B to the Rights Agreement is amended to read as follows: "Signature
Medallion Guaranteed:".
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5. Certification.
The Company certifies that this Amendment complies with Section 27 of the
Rights Agreement.
6. Effectiveness.
This Amendment shall be deemed effective as of November 13, 2006. Except as
amended hereby, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
7. Miscellaneous.
This Amendment shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal, or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
TENNECO INC.
By: /s/ Timothy R. Donovan
------------------------------
Name: Timothy R. Donovan
Title: Executive Vice President
and General Counsel
WELLS FARGO BANK, N.A.
By: /s/ Steven J. Hoffman
------------------------------
Name: Steven J. Hoffman
Title: Assistant Vice President
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