Tenneco Inc. By .......................................
Tenneco Inc. THRIFT PLAN. The active participation in the Tenneco Inc. Thrift Plan (the "Tenneco DC Plan") by persons other than the Active Employees of the Industrial Group shall cease effective as of the Distribution Date. In addition, each of Tenneco and Shipbuilding Company shall cease to be sponsors of the Tenneco DC Plan as of the Distribution Date and Industrial Company shall become the sponsor of the Tenneco DC Plan from and after the Distribution Date.
Tenneco Inc. RETIREMENT PLAN. Effective as of the Distribution Date, Tenneco and Shipbuilding Company shall cease to be sponsors of the Tenneco Inc. Retirement Plan (the "TRP"), and Industrial Company shall become the sponsor of the TRP. The TRP shall retain liability for all pension benefits accrued by the Active and Former Employees of the Energy Group and Shipbuilding Group who are or were formerly participants in the TRP through the last day of the calendar month in which the Distribution Date occurs (the "Impact Date").
Tenneco Inc. Project Committee appointed in connection with the spin-off (existing members may remain after the Distribution). TENNECO DISTRIBUTION AGREEMENT EXHIBIT K FORM OF TRADEMARK TRANSITION LICENSE AGREEMENT THIS TRADEMARK TRANSITION LICENSE AGREEMENT (this "Trademark Transition License Agreement") is made and entered into as of , 1999, (the "Effective Date") by and between Tenneco Inc., a Delaware company to be renamed Tenneco Automotive Inc., a corporation organized and existing under the laws of the State of Delaware, whose principal place of business is located at 500 Xxxxx Xxxxx Xxxxx, Xxxx Xxxxxx, XX 00000 ("Xicensor"), and Tenneco Packaging Inc. (to be renamed), a corporation organized under the laws of the State of Delaware, whose principal place of business is located at 1900 Xxxx Xxxxx Xxxxx, Xxxx Xxxxxx, XX 00000 ("Xicensee").
Tenneco Inc. By ....................................... Chairman of the Board Attest: ..............................
Tenneco Inc. Project Committee appointed in connection with the spin-off (existing members may remain after the Distribution).
Tenneco Inc a Delaware corporation (the "BORROWER"), has entered into the Credit Agreement dated as of September 30, 1999 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the "CREDIT AGREEMENT") with the several banks and other financial institutions or entities from time to time parties thereto (the "LENDERS"), Commerzbank and Bank of America, as Co-Documentation Agents, Citicorp USA, Inc., as Syndication Agent, and Mortgagee. The terms of the Credit Agreement are incorporated by reference in this Mortgage as if the terms thereof were fully set forth herein. In the event of any conflict between the provisions of this Mortgage and the provisions of the Credit Agreement, the applicable provisions of the Credit Agreement shall govern and control, provided, that in the case of a provision in this Mortgage which is more specific and detailed than the related provision in the Credit Agreement (including by way of illustration, the section of this Mortgage entitled "Leases"), such Mortgage provision shall not be deemed to be in conflict with the related provision in the Credit Agreement.
Tenneco Inc. By ---------------------------- KAREX X. XXXX Vice President and Treasurer
Tenneco Inc. By.......................................... Chairman of the Board Attest: ................................... Secretary [form of reverse of note] TENNECO INC. 8% NOTE DUE 1999 This Note is one of a duly authorized issue of Notes of the Company known as its 8% Notes due 1999 (herein called the "Notes"), limited to the aggregate principal amount of $250,000,000, 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 are not subject to redemption prior to maturity.
Tenneco Inc. TRUSTEES: By: --------------------------------------------- --------------------------------------------- Dana X. Xxxx Xxxle: --------------------------------------------- --------------------------------------------- Theoxxxx X. Xxxxxxxx XXXNECO PACKAGING INC. --------------------------------------------- Robexx X. Xxxxxxx Xx: --------------------------------------------- --------------------------------------------- Karl X. Xxxxxxx Xxxle: --------------------------------------------- --------------------------------------------- Stepxxx X. Xxxxx
