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Exhibit 10.24
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT (this "Agreement"), dated as of November 4, 1999, is
by and among Tenneco Automotive Inc., Tenneco International Holding Corp.,
Tenneco Global Holdings Inc., The Pullman Company, Clevite Industries Inc. and
TMC Texas Inc. (collectively, the "Guarantors"), Salomon Smith Barney Inc. and
each of the other Initial Purchasers listed on Schedule I to the Purchaser
Agreement (collectively, the "Initial Purchasers").
W I T N E S S E T H
WHEREAS, Tenneco Inc. (the "Company") has heretofore executed and
delivered to the Initial Purchasers a purchase agreement (the "Purchase
Agreement"), dated as of October 8, 1999, providing for the terms pursuant to
which the Initial Purchasers purchased $500,000,000 aggregate principal amount
of 11 5/8% Senior Subordinated Notes due 2009 (the "Notes") of the Company;
WHEREAS, the Company has heretofore executed and delivered to the Initial
Purchasers a registration rights agreement (the "Registration Rights
Agreement"), dated as of October 14, 1999, providing for the registration of
the Notes under the Securities Act of 1933, as amended;
WHEREAS, the Company will consummate on the date hereof the Spin-Off
Transactions (as defined in the Purchase Agreement);
WHEREAS, pursuant to the Purchase Agreement and the Registration Rights
Agreement, the Company has agreed to cause each of the Guarantors to,
concurrently with the consummation of the Spin-Off Transactions, execute this
Agreement pursuant to which such Guarantors shall agree to be bound by, and
have the rights and obligations set forth in each of the Purchase Agreement and
the Registration Rights Agreement; and
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NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantors mutually covenant and agree for the benefit of the Initial
Purchasers as follows:
1. ASSUMPTION. The Guarantors hereby agree to be deemed the "Guarantors"
and an "Issuer" for all purposes under the Purchase Agreement and the
Registration Rights Agreement and to perform all obligations and duties of the
Guarantors or an Issuer, as the case may be, thereunder.
2. REPRESENTATIONS AND WARRANTIES. By execution of this Agreement, the
Guarantors hereby acknowledge and agree that they are making all of the
representations and warranties to the Initial Purchasers that the Issuers have
provided in the Purchase Agreement.
3. NEW YORK LAW TO GOVERN. The internal law of the State of New York,
without regard to the choice of law rules thereof, shall govern and be used to
construe this Agreement.
4. COUNTERPARTS. The parties may sign any number of copies of this
Agreement. Each signed copy shall be an original, but all of them together
represent the same agreement.
5. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered, all as of the date first above written, which is
the date of the Spin-Off Transactions.
TENNECO AUTOMOTIVE INC.
By: /s/ Timothy R. Donovan
---------------------------------
Timothy R. Donovan
Senior Vice President
And General Counsel
By:
---------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
TENNECO INTERNATIONAL
HOLDING CORP.
By: /s/ Timothy R. Donovan
---------------------------------
Timothy R. Donovan
Vice President and
Assistant Secretary
By:
---------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered, all as of the date first above written, which is
the date of the Spin-Off Transactions.
TENNECO AUTOMOTIVE INC.
By:
---------------------------------
Timothy R. Donovan
Senior Vice President
And General Counsel
By: /s/ Don P. Carpenter
---------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
TENNECO INTERNATIONAL
HOLDING CORP.
By:
---------------------------------
Timothy R. Donovan
Vice President and
Assistant Secretary
By: /s/ Don P. Carpenter
---------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
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TENNECO GLOBAL HOLDINGS INC.
By: /s/ Timothy R. Donovan
---------------------------------
Timothy R. Donovan
Vice President and
Assistant Secretary
By:
---------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
THE PULLMAN COMPANY
By: /s/ Timothy R. Donovan
---------------------------------
Timothy R. Donovan
Vice President and
Assistant Secretary
By:
---------------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
TMC TEXAS INC.
By:
---------------------------------
Bert F. Neece
Vice President and
Assistant Treasurer
By:
---------------------------------
Don P. Carpenter
Vice President
and Secretary
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TENNECO GLOBAL HOLDINGS INC.
By:
------------------------
Timothy R. Donovan
Vice President and
Assistant Secretary
By:/s/ Don P. Carpenter
------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
THE PULLMAN COMPANY
By:
------------------------
Timothy R. Donovan
Vice President and
Assistant Secretary
By:/s/ Don P. Carpenter
------------------------
Don P. Carpenter
Vice President and
Assistant Secretary
TMC TEXAS INC.
By:/s/ Bert F. Neece
------------------------
Bert F. Neece
Vice President and
Assistant Secretary
By:/s/ D. Carpenter
------------------------
Don P. Carpenter
Vice President
and Secretary
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SALOMON SMITH BARNEY INC.,
and the Initial
Purchasers listed
on Schedule I to
the Purchase Agreement
By: SALOMON SMITH BARNEY INC.
By: /s/ Steven Cunningham
-----------------------
Name: Steven Cunningham
Title: Vice President
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CLEVITE INDUSTRIES INC.
By: /s/ Timothy R. Donovan
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Vice President and
Assistant Secretary
By: /s/ Don P. Carpenter
-----------------------
Don P. Carpenter
Vice President and
Assistant Secretary
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