TENNECO INC.
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(JUNIOR PREFERRED STOCK)
November 12, 1996
From time to time, Tenneco Inc., a Delaware corporation (the "Company"), may
enter into one or more underwriting agreements that provide for the sale of
designated securities to the several underwriters named therein. The standard
provisions set forth herein may be incorporated by reference in any such
underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions incorporated therein by reference, is
herein referred to as this Agreement. Unless otherwise defined herein, terms
defined in the Underwriting Agreement are used herein as therein defined.
I.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to
the Junior Preferred Stock, without par value (the "Securities") of the
Company and has filed with, or transmitted for filing to, the Commission a
prospectus supplement specifically relating to the certain Securities (the
"Offered Securities") pursuant to Rule 424 under the Securities Act of 1933,
as amended (the "Securities Act"). The term "Registration Statement" means the
registration statement (including the exhibits thereto) as amended to the date
of the Underwriting Agreement. The term "Basic Prospectus" means the
prospectus included in the Registration Statement. The term "Prospectus" means
the Basic Prospectus together with the prospectus supplement specifically
relating to the Offered Securities, as filed with, or mailed for filing to,
the Commission pursuant to Rule 424. The term "preliminary prospectus" means a
preliminary prospectus supplement specifically relating to the Offered
Securities together with the Basic Prospectus. As used herein, the terms
"Registration Statement", "Basic Prospectus", "Prospectus" and "preliminary
prospectus" shall include in each case the material, if any, incorporated by
reference therein.
The term "Underwriters' Securities" means the Offered Securities to be
purchased by the Underwriters herein. The term "Contract Securities" means the
Offered Securities, if any, to be purchased pursuant to the delayed delivery
contracts referred to below.
II.
If the Prospectus provides for sales of Offered Securities pursuant to
delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Schedule I attached hereto ("Delayed Delivery
Contracts") but with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors
approved by the Company and of the types set forth in the Prospectus. On the
Closing Date (as hereinafter defined), the Company will pay the Manager as
compensation, for the accounts of the Underwriters, the fee set forth in the
Underwriting Agreement in respect of the principal amount of Contract
Securities. The Underwriters will not have any responsibility in respect of
the validity or the performance of Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Contract Securities shall be deducted from the
Offered Securities to be purchased by the several Underwriters and the
aggregate principal amount of Offered Securities to be purchased by each
Underwriter shall be reduced pro rata in proportion to the principal amount of
Offered Securities set forth opposite each Underwriter's name in the
Underwriting Agreement, except to the extent that the Manager determines that
such reduction shall be otherwise and so advises the Company.
III.
The Company is advised by the Manager that the Underwriters propose to make
a public offering of their respective portions of the Underwriters' Securities
as soon after this Agreement is entered into as in the Manager's judgment is
advisable. The terms of the public offering of the Underwriters' Securities
are set forth in the Prospectus.
IV.
Payment for the Underwriters' Securities shall be made in the manner and at
the time and place set forth in the Underwriting Agreement, upon delivery to
the Manager for the respective accounts of the several Underwriters of the
Underwriters' Securities registered in such names and in such denominations as
the Manager shall request in writing not less than two full business days
prior to the date of delivery. The time and date of such payment and delivery
with respect to the Underwriters' Securities are herein referred to as the
Closing Date.
V.
The several obligations of the Underwriters hereunder are subject to the
following conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission, and there shall have been
no material adverse change in the condition (financial or otherwise) of the
Company and its subsidiaries, taken as a whole, from that set forth in or
contemplated by the Registration Statement and the Prospectus; and the
Manager shall have received on and as of the Closing Date a certificate,
signed by an executive officer of the Company, to the foregoing effect.
Each officer making such certificate may rely upon the best of his
knowledge, based on reasonable investigation.
(b) The Manager shall have received on and as of the Closing Date an
opinion of the General Counsel of the Company, to the effect that:
(i) the Company is validly existing under the laws of the State of
Delaware;
(ii) the following domestic subsidiaries of the Company are validly
existing corporations under the laws of the jurisdictions pursuant to
which they were organized: Tennessee Gas Pipeline Company
("Tennessee");
(iii) the Company is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in the
United States in which, to the knowledge of such counsel, the conduct
of its business or its ownership of property requires such
qualification and where the failure to be so qualified or in good
standing would have a material adverse effect upon its operations or
financial condition;
(iv) except as set forth in the Prospectus, there are no material
pending legal proceedings known to such counsel to which the Company or
Tennessee is a party or of which any material property of the Company
or Tennessee is the subject and to the knowledge of such counsel no
such proceeding is contemplated;
(v) except as set forth in the Prospectus, Tennessee, to the extent
necessary, holds valid and subsisting certificates of public
convenience and necessity from the Federal Energy Regulatory Commission
authorizing Tennessee to acquire or construct, own and operate its
material properties, including those covered by such certificates which
are still to be constructed, and to conduct its
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business, all as described in the Prospectus, other than such
certificates, if any, the absence of which would not have a material
adverse effect upon the Company and its subsidiaries considered as one
enterprise;
(vi) the authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus;
(vii) the Offered Securities have been duly authorized and when
delivered to and paid for by the Underwriters pursuant to this
Agreement, or by institutional investors, if any, pursuant to Delayed
Delivery Contracts, will be validly issued, fully paid and non-
assessable, and the issuance of such Offered Securities will not be
subject to any preemptive or similar rights;
(viii) this Agreement has been duly authorized, executed and
delivered by the Company and (assuming that it has been duly
authorized, executed and delivered by the Underwriters) is a valid and
binding agreement of the Company and except that enforceability thereof
may be limited by bankruptcy, insolvency, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights and remedies generally except that rights to
indemnity hereunder may be limited under applicable laws;
(ix) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and (assuming that
they have been duly authorized, executed and delivered by the
purchasers thereunder) are valid and binding agreements of the Company
in accordance with their respective terms, except that enforceability
thereof may be limited by bankruptcy, insolvency, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect
relating to creditors' rights and remedies generally;
(x) neither the execution and delivery by the Company of this
Agreement nor the issuance and sale of the Offered Securities by the
Company as provided in this Agreement and any Delayed Delivery
Contracts will result in any violation of any of the terms or
provisions of the Certificate of Incorporation or By-Laws of the
Company or of any indenture, mortgage or similar agreement or
instrument known to such counsel by which the Company or Tennessee is
bound;
(xi) no consent, approval, authorization or other order of or filing
with any regulatory authority is legally required for the execution by
the Company of this Agreement or the issuance and sale by the Company
of the Offered Securities to the Underwriters pursuant to this
Agreement or to institutional investors pursuant to any Delayed
Delivery Contracts (other than the order of the Commission making the
Registration Statement effective), except that the offer and sale of
the Offered Securities in certain jurisdictions may be subject to the
provisions of the securities or Blue Sky laws of such jurisdictions;
(xii) the statements set forth in the Prospectus under the caption
"Description of Capital Stock" and "The Charter Amendment" fairly
present the matters referred to therein;
(xiii) the Registration Statement and the Prospectus and any
supplements or amendments thereto (except for the financial statements
and financial exhibits and other financial and statistical information
included therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the Securities Act and
the rules and regulations of the Commission thereunder; and
(xiv) each document incorporated in the Prospectus as originally
filed pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (except for the financial statements and financial
exhibits and other financial and statistical information included
therein, as to which such counsel need express no opinion) complied as
to form when so filed in all material respects with the Exchange Act
and the applicable rules and regulations thereunder;
and such counsel shall also state that no facts have come to the attention
of such counsel to lead such counsel to believe that the Registration
Statement (except for the financial statements and financial exhibits and
other financial and statistical information included therein, as to which
such counsel need not comment) at the time it became effective contained
any untrue statement of a material fact or omitted to state a material
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fact required to be stated therein or necessary to make the statements
therein not misleading, or that the Prospectus, as amended or supplemented
(except as aforesaid), contains any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading. In rendering such opinion, the
Company's General Counsel may rely upon an opinion of Xxxxxxxx Xxxxxx &
Finger as to matters governed by Delaware law.
(c) The Manager shall have received on and as of the Closing Date an
opinion of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the Underwriters, covering
the matters in (i), (vi), (vii), (viii), (xii), (xiii) and the last clause
of paragraph (b) above.
(d) The Manager shall have received on the Closing Date a letter dated
the Closing Date in form and substance satisfactory to the Manager, from
Xxxxxx Xxxxxxxx LLP, independent public accountants, containing statements
and information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in or incorporated by reference
into the Registration Statement and the Prospectus.
(e) Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date, there shall not have been (x) any
downgrading in the rating accorded any of the Company's senior debt
securities or Preferred Stock or Junior Preferred Stock by any "nationally
recognized statistical rating organization," as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act of 1933 or (y) any
public announcement that any such publicly recognized statistical rating
organization had under surveillance or review any debt security or
Preferred Stock or Junior Preferred Stock of the Company not under
surveillance or review on the date of execution and delivery of the
Underwriting Agreement.
(f) A letter from Jenner & Block, counsel for the Company, dated the
Closing Date, which shall provide that such counsel has participated in
conferences with officers and other representatives of the Company,
representatives of the independent public accountants for the Company and
you at which the contents of the Registration Statement and Prospectus and
related matters were discussed and, although such counsel is not passing
upon and does not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement and
Prospectus, on the basis of the foregoing, no information has come to the
attention of such counsel that leads it to believe that the Registration
Statement and Prospectus as of their respective dates, and at the date of
the opinion, contained an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading
(it being understood that such counsel is not commenting as to the
financial statements, schedules and other statistical and financial data
included therein or omitted therefrom).
The several obligations of the Underwriters to purchase Offered Securities
are subject to the delivery to the Underwriters on the Option Closing Date of
such documents as the Underwriters may reasonably request with respect to the
good standing of the Company, the due authorization and issuance of the Option
Securities and other matters related to the issuance of the Option Securities.
VI.
In further consideration of the agreements of the Underwriters herein
contained, the Company covenants as follows:
(a) To furnish the Manager, without charge, a signed copy of the
Registration Statement including all documents incorporated by reference
therein and exhibits filed with the Registration Statement and, during the
period mentioned in paragraph (c) below, as many copies of the Prospectus,
any documents incorporated by reference therein at or after the date
thereof (including documents from which information has been incorporated)
and any supplements and amendments thereto as the Manager may reasonably
request. The terms "supplement" and "amendment" or "amend" and "supplement"
as used in this Agreement shall include all documents filed by the Company
with the Commission subsequent to the date of the Basic Prospectus,
pursuant to the Exchange Act, which are deemed to be incorporated by
reference in the Prospectus.
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(b) Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities, to furnish a Manager a
copy of each such proposed amendment or supplement and not to file any
amendment or supplement to which counsel for the Underwriters shall
reasonably object.
(c) If, during such period after the first date of the public offering of
the Offered Securities as in the opinion of counsel for the Underwriters
the Prospectus is required by law to be delivered, any event shall occur as
a result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not misleading, or if it
is necessary to amend or supplement the Prospectus to comply with law,
forthwith to prepare and furnish, at its own expense, to the Underwriters,
either amendments or supplements to the Prospectus so that the statements
in the Prospectus as so amended or supplemented will not, in the light of
the circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus will comply with law.
(d) To endeavor to qualify the Offered Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the Manager
shall reasonably request and to pay all expenses (including fees and
disbursements of counsel) in connection with such qualifications and in
connection with the determination of the eligibility of the Offered
Securities for investment under the laws of such jurisdictions as the
Manager may designate.
(e) To make generally available to the Company's security holders as soon
as practicable an earnings statement covering the twelve-month period
beginning after the date of this Agreement, which shall satisfy the
provisions of Section 11(a) of the Securities Act.
(f) During the period beginning on the date of this Agreement and
continuing to and including the Closing Date, not to offer, sell, contract
to sell or otherwise dispose of any Junior Preferred Stock of the Company
substantially similar to the Offered Securities, without the prior written
consent of the Manager.
VII.
The Company represents and warrants to each Underwriter that (i) each
preliminary prospectus, if any, filed pursuant to Rule 424 under the
Securities Act complied when so filed in all material respects with the
Securities Act and the applicable rules and regulations thereunder, (ii) each
document, if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus complied or will comply when so
filed in all material respects with the Exchange Act and the applicable rules
and regulations thereunder, (iii) the Registration Statement and Prospectus
comply and, as amended or supplemented, if applicable, will comply in all
material respects with the Securities Act and the applicable rules and
regulations thereunder, (iv) each part of the Registration Statement
(including the documents incorporated by reference therein) filed with the
Commission pursuant to the Securities Act relating to the Securities, when
such part became effective, did not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and (v) the
Registration Statement and Prospectus do not contain and, as amended or
supplemented, if applicable, will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein in light of the circumstances in
which they are made not misleading; except that these representations and
warranties do not apply to statements or omissions in the Registration
Statement or the Prospectus or any preliminary prospectus based upon
information furnished to the Company in writing by any Underwriter expressly
for use therein.
The Company represents and warrants to each Underwriter that (x) the
financial information and statistical data set forth in the Prospectus under
the captions "Unaudited Pro Forma Consolidated Financial Statements of the
Company", Summary--Recent Developments--The Energy Business", "Unaudited Pro
Forma Consolidated Financial Statements" and "Tenneco Energy Combined Selected
Financial Data," in each case including the accompanying notes, are prepared
on a basis consistent with the relevant consolidated financial statements or
combined financial statements, as the case may be, of the Company and (y) the
pro forma financial statements set forth in the Prospectus have been prepared
to give effect to assumptions made on a reasonable basis, historical
transactions and proposed transactions are fully and accurately described in
the Prospectus, and the pro forma adjustments have been properly applied on
the basis described therein.
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The Company agrees to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus (if used within the period set
forth in paragraph (c) of Article VI hereof and as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information furnished in
writing to the Company by any Underwriter expressly for use therein; provided,
however, that the foregoing indemnity with respect to any preliminary
prospectus shall not inure to the benefit of any Underwriter (or to the
benefit of any person controlling such Underwriter) from whom the person
asserting any such losses, claims, damages or liabilities, purchased the
Offered Securities if a copy of the Prospectus (excluding documents
incorporated therein by reference) had not been sent or given to such person
at or prior to the written confirmation of the sale of such Offered Securities
to such person and the untrue statement or omission of a material fact
contained in such preliminary prospectus was corrected in the Prospectus.
Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign the Registration
Statement and any person controlling the Company to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished in writing by
such Underwriter expressly for use in the Registration Statement, the
Prospectus or any preliminary prospectus.
In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to
one local counsel) for all indemnified parties. Such firm shall be designated
in writing by the Manager in the case of parties indemnified pursuant to the
second preceding paragraph and by the Company in the case of parties
indemnified pursuant to the first preceding paragraph. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment.
If the indemnification provided for in the second or third paragraphs of
this Article VII is unavailable as a matter of law (other than by the express
terms of such paragraph) to an indemnified party in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying
party under either such paragraph, in lieu of indemnifying such indemnified
party thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(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 from
the offering of the Offered Securities 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 the
Underwriters on the other in connection with the
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statements or omissions which resulted in such losses, claims, damages or
liabilities, 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 in connection with the offering of the Offered Securities shall
be deemed to be in the same proportion as the total net proceeds from the
offering of such Offered Securities (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions received
by the Underwriters in respect thereof. The relative fault of the Company and
of the Underwriters shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
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. Any expense incurred by the indemnified party pursuant to and
indemnifiable under this Article VII shall be reimbursed by the indemnifying
party as such expenses are incurred.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Article VII 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 in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action of claim. Notwithstanding the provisions of this Article VII, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Offered Securities 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 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. The
Underwriters' obligations to contribute pursuant to this Article VII are
several in proportion to the respective principal amounts of Offered
Securities purchased by each of such Underwriters and not joint.
The indemnity and contribution agreements contained in this Article VII and
the representations and warranties of the Company in this Agreement shall
remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Underwriter or any person controlling any Underwriter or by or on behalf
of the Company, its directors or officers or any person controlling the
Company and (iii) acceptance of and payment for any of the Offered Securities.
VIII.
This Agreement shall be subject to termination in the absolute discretion of
the Manager, by notice given to the Company, if prior to the Closing Date (i)
trading in securities of the Company or in securities generally on the New
York Stock Exchange shall have been suspended or materially limited, (ii) a
general moratorium on commercial banking activities in New York shall have
been declared by either Federal or New York State authorities or (iii) there
shall have occurred any material outbreak or escalation of hostilities or
other calamity or crisis the effect of which on the financial markets of the
United States is such as to make it, in your judgment, impracticable to market
the Offered Securities.
IX.
If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with
the terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for
all out-of-pocket expenses (including the fees and disbursements of their
counsel) reasonably incurred by such Underwriters in connection with the
Offered Securities. If the Underwriters elect to terminate this Agreement as
provided in this Article IX, they shall promptly notify the Company.
This Agreement may be signed in two or more counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
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SCHEDULE I
DELAYED DELIVERY CONTRACT
Dear Sirs:
The undersigned hereby agrees to purchase from Tenneco Inc., a Delaware
corporation (the "Company"), and the Company agrees to sell to the
undersigned, [ ] shares of the Company's [state title of issue] (the
"Securities"), offered by the Company's Prospectus dated [ ], 19 and
Prospectus Supplement dated [ ], 19 , receipt of copies of which is
hereby acknowledged, at a purchase price of $[ ] per share [plus accrued
dividends] and on the further terms and conditions set forth in this contract.
The undersigned does not contemplate selling Securities prior to making
payment therefor.
The undersigned will purchase from the Company Securities in the amounts and
on the delivery dates set forth below:
DELIVERY DATE NUMBER OF SHARES PLUS ACCRUED DIVIDENDS FROM:
------------- ---------------- ----------------------------
Each such date on which Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date."
Payment for Securities which the undersigned has agreed to purchase on each
Delivery Date shall be made to the Company or its order by certified or
official bank check in New York Clearing House funds at the office of
[ ], New York, N.Y., at 10:00 A.M., New York time, on the Delivery Date,
upon delivery to the undersigned of the Securities to be purchased by the
undersigned on the Delivery Date, in such denominations and registered in such
names as the undersigned may designate by written or telegraphic communication
addressed to the Company not less than five full business days prior to the
Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject, (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is
to be sold to them and (3) the issuance of the Securities covered by this
contract shall not at the Delivery Date result in the breach of any of the
provisions of or constitute a default under any other agreement or instrument
of the Company as in effect on the date hereof. Promptly after completion of
sale and delivery to the Underwriters, the Company will mail or deliver to the
undersigned at its address set forth below notice to such effect, accompanied
by a copy of the opinion of counsel for the Company delivered to the
Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any purchaser
under any other Delayed Delivery Contract shall not relieve the undersigned of
its obligations under this contract.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding contract, as of the date first above written between the
Company and the undersigned when such counterpart is so mailed or delivered.
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This contract shall be governed by and construed in accordance with the laws
of the State of New York.
Yours very truly,
-------------------------------------
(Purchaser)
By __________________________________
-------------------------------------
(Title)
-------------------------------------
-------------------------------------
(Address)
Accepted:
TENNECO INC.
By __________________________________
PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the Purchaser
with whom details of delivery on the Delivery Date may be discussed are as
follows (please print):
NAME TELEPHONE NO. (INCLUDING AREA CODE) DEPARTMENT
---- ----------------------------------- ----------
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