1
UNDERWRITING AGREEMENT
June 11, 1997
TENNECO INC.
0000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Dear Sirs:
The undersigned managers (being herein, collectively, called the "Manager")
understand that Tenneco Inc., a Delaware corporation (the "Company"), proposes
to issue and sell $300,000,000 aggregate principal amount of 7 5/8% Debentures
due June 15, 2017 (the "Debentures"). Subject to the terms and conditions set
forth herein or incorporated by reference herein, the Company hereby agrees to
sell, and the underwriters named below (such underwriters being herein called
the "Underwriters") agree to purchase, severally and not jointly, the principal
amounts of such Debentures set forth below opposite their names at 99.033% of
the principal amount of the Debentures (together with accrued interest, if any,
from June 16, 1997, to the date of payment and delivery):
PRINCIPAL
AMOUNT OF
NAME DEBENTURES
-------------------------------------------------------------------------------- ------------
Credit Suisse First Boston Corporation.......................................... $ 75,000,000
Xxxxxx Xxxxxxx & Co.
Incorporated........................................................... 75,000,000
Citicorp Securities, Inc........................................................ 75,000,000
UBS Securities LLC.............................................................. 75,000,000
------------
Total...................................................................... $300,000,000
===========
The Underwriters will pay for such Debentures upon delivery thereof at the
office of Credit Suisse First Boston Corporation, New York, N.Y. at 9:00 A.M.,
New York time, on June 16, 1997, or at such other time, not later than June 23,
1997, as shall be designated by the Manager. Payment will be made in immediately
available funds to an account designated by the Company.
The Debentures will have the following terms:
Maturity: June 15, 2017
Interest Rate: 7 5/8%
Redemption provisions: As set forth in the Prospectus.
Sinking Fund: None
Interest Payment Dates: June 15 and December 15, beginning December 15,
1997
We have advised you that we propose to make a public offering of the
Debentures as soon as in our judgment is advisable. We further advise you that
the Debentures are to be offered to the public initially at 99.908% of the
principal amount thereof (i.e., the public offering price) (together with
accrued interest, if any, from June 16, 1997, to the date of payment and
delivery) and to certain dealers selected by us at a price which represents a
concession not in excess of 0.50% of the principal amount thereof under the
public offering price, and that we may allow, and such dealers may reallow, a
concession, not in excess of 0.25% of the principal amount thereof, to certain
other dealers.
Unless otherwise expressly provided herein, all the provisions contained in
the document entitled Tenneco Inc. Underwriting Agreement Standard Provisions
(Debentures) dated April 4, 1997 (the "Base Underwriting Agreement"), a copy of
which we have previously received, are herein incorporated by reference
2
in their entirety and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein. The term
"Registration Statement" as used in the Underwriting Agreement shall be deemed
to include the registration statement covering the Debentures (including the
material, if any, incorporated by reference therein), and the terms "Basic
Prospectus" and "Prospectus" shall as so used be modified accordingly. All
capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Base Underwriting Agreement.
In addition to the representations and warranties contained in the Base
Underwriting Agreement, Tenneco represents and warrants to the Underwriters as
follows (and the certificate to be delivered to the Underwriters pursuant to
Section V of the Base Underwriting Agreement shall certify that the following
representations and warranties are true and correct as of the Closing Date):
(i) Since the respective dates as of which information is given or
incorporated in the Registration Statement and the Prospectus, except as
otherwise stated therein, (A) there has been no material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs
or business prospects of the Company and the Subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, (B)
there have been no transactions entered into by the Company or any of the
Subsidiaries, other than those in the ordinary course of business, which
are material with respect to the Company and the Subsidiaries considered as
one enterprise, and (C) except for regular quarterly dividends on the
common stock of the Company in amounts per share that are consistent with
past practice, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its capital stock.
(ii) Neither the Company nor any of the Subsidiaries is in violation
of its charter or by-laws or in default in the performance or observance of
any obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease
or other agreement or instrument to which the Company or any of the
Subsidiaries is a party or by which it or any of them may be bound, or to
which any of the property or assets of the Company or any Subsidiary is
subject (collectively, "Agreements and Instruments") except for such
defaults that would not result in a Material Adverse Effect; and the
execution, delivery and performance of this Agreement, the supplemental
indenture governing the Debentures and the consummation of the transactions
contemplated herein and in the Registration Statement (including the
issuance and sale of the Debentures and compliance by the Company with its
obligations hereunder and under the Indenture (as supplemented) and the
Debentures) have been duly authorized by all necessary corporate action and
do not and will not, whether with or without the giving of notice or
passage of time or both, conflict with or constitute a breach of, or
default or Repayment Event (as defined below) under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any Subsidiary pursuant to, the Agreements and
Instruments (except for such conflicts, breaches or defaults or liens,
charges or encumbrances that would not result in a Material Adverse
Effect), nor will such action result in any violation of the provisions of
the charter or by-laws of the Company or any Subsidiary or any applicable
law, statute, rule regulation, judgment, order, writ or decree of any
government, instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any Subsidiary or any of their assets,
properties, or operations. As used herein, a "Repayment Event" means any
event or condition which gives the holder of any note, debenture or other
evidence of indebtedness (or any person acting on such holder's behalf) the
right to require the repurchase, redemption or repayment of all or a
portion of such indebtedness by the Company or any Subsidiary, except for
rights which would not, individually or in the aggregate, have a Material
Adverse Effect.
(iii) There is no action, suit, proceeding, inquiry or investigation
before or brought by any court or governmental agency or body, domestic or
foreign, now pending, or, to the knowledge of the Company, threatened,
against or affecting the Company or any Subsidiary, which is required to be
disclosed in the Registration Statement (other than as disclosed therein),
or which might reasonably be expected to result in a Material Adverse
Effect, or which might reasonably be expected to materially and adversely
affect the properties or assets of the Company and the Subsidiaries taken
as a whole or the consummation of the transactions contemplated in this
Agreement or the performance by the Company of its obligations
2
3
hereunder, the aggregate of all pending legal or governmental proceedings
to which the Company or any Subsidiary is a party or of which any of their
respective property or assets is the subject which are not described in the
Registration Statement, including ordinary routine litigation incidental to
the business of the Company and the Subsidiaries, could not reasonably be
expected to result in a Material Adverse Effect.
(iv) Except as described in the Registration Statement and except as
would not, singly or in the aggregate, result in a Material Adverse Effect,
(A) neither the Company nor any of the Subsidiaries is in violation of any
federal, state, local or foreign statute, law, rule, regulation, ordinance,
code, policy or rule of common law or any judicial or administrative
interpretation thereof, including any judicial or administrative order,
consent, decree or judgment, relating to pollution or protection of human
health, the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata) or wildlife,
including, without limitation, laws and regulations relating to the release
or threatened release of chemicals, pollutants, contaminants, wastes, toxic
substance, hazardous substances, petroleum or petroleum products
(collectively, "Hazardous Materials") or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling or
Hazardous Materials (collectively, "Environmental Laws"), (B) the Company
and the Subsidiaries have all permits, authorizations and approvals
required under any applicable Environmental Laws and are each in compliance
with their requirements, (C) there are no pending or threatened
administrative, regulatory or judicial actions, suits, demands, demand
letters, claims, liens, notices of noncompliance or violation,
investigation or proceedings relating to any Environmental Law against the
Company or any of the Subsidiaries and (D) there are no events or
circumstances that might reasonably be expected to form the basis of an
order for clean-up remediation, or an action, suit or proceeding by any
private party or governmental body or agency, against or affecting the
Company or any of the Subsidiaries relating to Hazardous Materials or any
Environmental Laws.
(v) The accountants who certified the financial statements and
supporting schedules included in the Registration Statement are independent
public accountants as required by the Securities Act.
(vi) The financial statements included in the Registration Statement
and the Prospectus, together with the related schedules and notes, present
fairly the financial position of the Company and its consolidated
subsidiaries at the dates indicated and the statement of operations,
stockholders' equity and cash flows of the Company and its consolidated
subsidiaries for the periods specified; said financial statements have been
prepared in conformity with generally accepted accounting principles
("GAAP") applied on a consistent basis throughout the periods involved. The
supporting schedules, if any, included in the Registration Statement
present fairly in accordance with GAAP the information required to be
stated therein. The selected financial data included in the Prospectus
present fairly the information shown therein and have been compiled on a
basis consistent with that of the audited financial statements included in
the Registration Statement.
In lieu of the last paragraph of Section V.(b) of the Base Underwriting
Agreement, the Company and the Underwriters agree that the obligations of the
several Underwriters hereunder and under the Base Underwriting Agreement are
subject to receipt of a letter from counsel to the Company, to the effect that:
Such counsel has participated in conferences with certain officers and
other representatives of the Company and representatives of the
Underwriters and representatives of the independent auditors for the
Company at which the contents of the Registration Statement and the
Prospectus and related matters were discussed and, although such counsel
does not pass upon, and does not assume any responsibility for, the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, such counsel advises you that, on
the basis of the foregoing (relying upon the opinions of officers and other
representatives of the Company), no facts have come to such counsel's
attention that lead such counsel to believe that the Registration
Statement, when such Registration Statement became effective, or the
Prospectus as of its date and as of the Closing Date, contained or contains
an untrue statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in the light of the
circumstances
3
4
under which they are being made) not misleading (it being understood such
counsel is not being requested to and need not make any comment with
respect to (i) the Trustee's Statement of Eligibility on Form T-1, (ii) the
exhibits to the Registration Statement, (iii) the financial statements, and
the notes thereto and related schedules, (iv) other financial, accounting
or statistical data found in or derivable from the financial or internal
records of the Company and the Subsidiaries and (v) any forward-looking or
projected financial or statistical data relating to the Company and the
Subsidiaries, included in the Registration Statement or the Prospectus).
In lieu of the provisions of the second through seventh paragraphs of
Section VII of the Base Underwriting Agreement, the Company and the Underwriters
agree as follows:
The Company agrees to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act to the extent and in the
manner set forth in clauses (i), (ii) and (iii) below.
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto) or the omission or alleged omission therefrom of
a material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact included in any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto if
used within the period set forth in paragraph (c) of Article VI of the Base
Underwriting Agreement), or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that any such settlement is
effected with the written consent of the indemnifying party or parties; and
(iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by Credit Suisse First Boston
Corporation in accordance with and subject to the other terms of this
Section VII), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission to the extent that any such expense is
not paid under (i) or (ii) above;
provided, however, that (A) this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent based upon any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Manager expressly for use in the Registration Statement
(or any amendment thereto) or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto).
Each Underwriter severally agrees to indemnify and hold harmless the
Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, against
any and all loss, liability, claim, damage and expense described in the
indemnity contained in the preceding paragraph, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through the Manager expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).
4
5
Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of Underwriters and
their controlling persons, counsel to such indemnified parties shall be selected
by Credit Suisse First Boston Corporation; and, in the case of the Company and
its controlling persons, directors and officers who signed the Registration
Statement indemnified pursuant to this Section VII, counsel to such indemnified
parties shall be selected by the Company. An indemnifying party may participate
at its own expense in the defense of any such action; provided, however, that
counsel to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. In no event shall
the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to one local counsel, if necessary, in the applicable
jurisdiction) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances,
unless the indemnified party reasonably concludes (on the basis of advice of
counsel) that there is a substantial likelihood of a material conflict of
interest between or among the indemnified parties and/or indemnifying parties on
the conduct of the defense of any such action. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought hereunder (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of such
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.
If at any time an indemnified party shall have requested (in writing) an
indemnifying party to reimburse the indemnified party for fees and expenses of
its counsel and the indemnified party is entitled to such reimbursement in
accordance with the terms of this Section VII, such indemnifying party agrees
that it shall be liable for any settlement of the nature contemplated by the
preceding paragraph effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of
the aforesaid written request, (ii) such indemnifying party shall have received
written notice of the terms of such settlement at least 30 days prior to such
settlement being entered into and (iii) such indemnifying party shall not have
reimbursed such indemnified party in accordance with such request prior to the
date of such settlement.
If the indemnification provided for herein is for any reason unavailable to
or insufficient to hold harmless an indemnified party in respect of any losses,
liabilities, claims, damages or expenses referred to herein, then each
indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party, as
incurred, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Debentures pursuant to this Agreement or
(ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and of the Underwriters on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Debentures
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Debentures
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus bear to the aggregate public
offering price of the Debentures as set forth on such cover.
5
6
The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant hereto were determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to
above in this Agreement shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.
Notwithstanding the provisions of this Agreement, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Debentures underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
For purposes of this Agreement, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as such
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act shall have the same rights to contribution as the Company. The
Underwriters' respective obligations to contribute pursuant to this Agreement
are several in proportion to the principal amount of Debentures set forth
opposite their respective names above (as adjusted pursuant to the Defaulted
Securities provision of this Agreement).
All representations, warranties and agreements of the Company and the
Underwriters contained in this Agreement or in certificates of officers of the
Company submitted pursuant hereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or controlling person of any Underwriter, or by or on behalf of the Company or
any director, officer or controlling person of the Company, as the case may be,
and shall survive delivery of the Debentures to the Underwriters.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
Except as otherwise expressly provided herein, the Company will pay or
cause to be paid all expenses incident to the performance of the Company's
obligations under this Agreement, including (i) the preparation, printing and
filing of the Registration Statement (including financial statements and
exhibits) as originally filed and of each amendment thereto, (ii) the
preparation, printing and delivery to the Underwriters of this Agreement, any
Agreement among Underwriters and such other documents as may be required in
connection with the offering, purchase, sale, issuance or delivery of the
Debentures, (iii) the preparation, issuance and delivery of the certificates for
the Debentures to the Underwriters, including any transfer taxes and any stamp
or other duties payable upon the sale, issuance or delivery of the Debentures to
the Underwriters, (iv) the fees and disbursements of the Company's counsel,
accountants and other advisors, (v) the qualification of the Debentures under
state securities or "blue sky" laws, including filing fees and the reasonable
fees and disbursements of counsel for the Underwriters in connection therewith
and in connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of the
Prospectus and any amendments or supplements thereto, (vii) the preparation,
6
7
printing and delivery to the Underwriters of copies of the Blue Sky Survey and
any supplement thereto and (viii) the fees and expenses of any trustee for the
Debentures.
The Manager may terminate this Agreement, by notice to the Company, at any
time at or prior to the Closing Date (i) if there has been, since the time of
execution of this Agreement or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
prospects of the Company and the Subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, or (ii) if there has
occurred any material adverse change in the financial markets in the United
States, any outbreak of hostilities or escalation thereof or other calamity or
crisis or any change or development involving a prospective change in national
or international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the reasonable judgment of the
Manager, impracticable to market the Debentures or to enforce contracts for the
sale of the Debentures, or (iii) if trading in any securities of the Company has
been suspended or materially limited by the Commission or the New York Stock
Exchange, or if trading generally on the American Stock Exchange or the New York
Stock Exchange or in the Nasdaq National Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission, the National Association of Securities Dealers,
Inc. or any other governmental authority, or (iv) if a banking moratorium has
been declared by either Federal or New York authorities.
If one or more of the Underwriters shall fail on the Closing Date to
purchase the Debentures which it or they are obligated to purchase under this
Agreement (the "Defaulted Securities"), the Manager shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Manager shall not have completed such
arrangements within such 24-hour period, then:
(a) if the number of Defaulted Securities does not exceed 10% of the
aggregate principal amount of the Debentures to be purchased on such date,
each of the non-defaulting Underwriters shall be obligated, severally and
not jointly, to purchase the full amount thereof in the proportions that
their respective underwriting obligations of Debentures hereunder bear to
such underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Securities exceeds 10% of the aggregate
principal amount of the Debentures to be purchased on such date, this
Agreement shall terminate without liability on the part of any
non-defaulting Underwriter.
No action taken pursuant to this paragraph shall relieve any defaulting
Underwriter from liability in respect of its default. In the event of any such
default which does not result in a termination of this Agreement, either the
Manager or the Company shall have the right to postpone the Closing Date for a
period not exceeding seven days in order to effect, at their expense, any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements. As used herein, the term "Underwriter" includes any
person substituted for an Underwriter under this paragraph.
This Agreement may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. All notices to any party hereto
given or required to be given pursuant to or in connection with this Agreement
shall be given in writing.
7
8
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below and returning the signed copy to
us.
Very truly yours,
CREDIT SUISSE
FIRST BOSTON CORPORATION
XXXXXX XXXXXXX & CO. INCORPORATED
CITICORP SECURITIES, INC.
UBS SECURITIES LLC
By: CREDIT SUISSE
FIRST BOSTON CORPORATION
By: /s/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
Accepted: June 11, 1997
TENNECO INC.
By: /s/ XXXXX X. XXXX
--------------------------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President and Treasurer
8
