UNDERWRITING AGREEMENT
DECEMBER 13, 1995
Tenneco Inc.
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Dear Sirs:
The undersigned manager or managers (being herein called the "Manager"
whether one or more) understand that Tenneco Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $300,000,000 aggregate principal amount
of 6 1/2% Notes due 2005 (the "Offered Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, the Company
hereby agrees to sell, and the underwriter or underwriters named below (such
underwriter or underwriters being herein called the "Underwriters") agree to
purchase, severally and not jointly, the principal amounts of such Offered
Securities set forth below opposite their names at 98.840% of their principal
amount (together with accrued interest, if any, from December 15, 1995, to the
date of payment and delivery):
PRINCIPAL
NAME AMOUNT
---- ------------
Xxxxxx Xxxxxxx & Co. Incorporated.................................. $75,000,000
CS First Boston Corporation........................................ 75,000,000
Xxxxxx Brothers Inc. .............................................. 75,000,000
Salomon Brothers Inc .............................................. 75,000,000
------------
Total.......................................................... $300,000,000
============
The underwriters will pay for such Offered Securities upon delivery thereof
at the office of Xxxxxx Xxxxxxx & Co. Incorporated, New York, N.Y., at 10:30
A.M., New York time, on December 18, 1995, or at such other time, not later
than December 22, 1995, as shall be designated by the Manager. Payment will be
made in immediately available funds to an account designated by the Company.
The Offered Securities shall have the following terms:
Maturity: December 15, 2005
Interest Rate: 6 1/2%
Redemption provisions: The Offered Securities will be redeemable in whole
or in part, at the option of Tenneco Inc. at any time, at a redemption
price equal to the greater of (i) 100% of their principal amount and (ii)
the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the yield to maturity of the U.S. Government security having a
maturity comparable to the maturity of the Offered Securities plus 10 basis
points, plus in each case accrued interest to the date of redemption, all
as more particularly described in the supplemental indenture with respect
to the Notes.
Sinking Fund: None
Interest Payment Dates: June 15 and December 15, commencing June 15, 1996
You have advised the Company that you propose to make a public offering of
the Offered Securities as soon as in your judgment is advisable. The Company is
further advised by you that the Offered Securities are to be offered to the
public initially at 99.490% of the principal amount thereof -- the public
offering price -- and accrued interest, if any, and to certain dealers selected
by you at a price which represents a concession not in excess of .40% of the
principal amount thereof under the public offering price, and that you may
allow, and such dealers may reallow, a concession, not in excess of .25% of the
principal amount thereof, to certain other dealers.
All the provisions contained in the document entitled Tenneco Inc.
Underwriting Agreement Standard Provisions (Debt Securities) dated December 12,
1995, a copy of which you have previously received, are
herein incorporated by reference 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 Offered Securities, and the terms "Basic Prospectus" and
"Prospectus" shall as so used be modified accordingly.
This Agreement shall be governed by and construed in accordance with the laws
of the State of New York.
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 but one and the same instrument.
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,
XXXXXX XXXXXXX & CO.
INCORPORATED
CS FIRST BOSTON CORPORATION
XXXXXX BROTHERS INC.
SALOMON BROTHERS INC
By XXXXXX XXXXXXX & CO.
INCORPORATED
By
_______________________________
Vice President
Accepted: December 13, 1995
TENNECO INC.
By
-------------------------------
Senior Vice President
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