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AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "AMENDMENT"), dated as
of February 5, 2001, is between Tenneco Automotive Inc. (formerly known as
Tenneco Inc.), a Delaware corporation (the "COMPANY"), and First Union National
Bank as Rights Agent ("FIRST UNION"), as successor to First Chicago Trust
Company of New York as Rights Agent ("FIRST CHICAGO").
WHEREAS, the Company has selected First Union to succeed First Chicago
as Rights Agent under the Rights Agreement between the Company and First Chicago
dated as of September 9, 1998, as amended on March 14, 2000 (the "RIGHTS
AGREEMENT") and First Union has agreed to so act as Rights Agent; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the First Chicago desire to amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of the Title of the Rights Agreement.
(a) The title set forth on the cover page of the Rights Agreement is
amended in its entirety as follows:
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TENNECO AUTOMOTIVE INC.
(formerly known as TENNECO INC.)
and
FIRST UNION NATIONAL BANK, as Rights Agent
(as successor to FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent)
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RIGHTS AGREEMENT
Dated as of September 9, 1998, as amended
as of March 14, 2000 and February 5, 2001.
(b) The first paragraph on page 1 of the Rights Agreement is amended
to read in its entirety as follows:
RIGHTS AGREEMENT Rights Agreement, dated as of September 9,
1998, as amended as of March 14, 2000 and February 5, 2001
("Agreement"), between Tenneco Automotive Inc., a Delaware corporation,
formerly known as Tenneco Inc. (the "Company"), and First Union
National Bank, as Rights Agent (the "Rights Agent"), as successor to
First Chicago Trust Company of New York as rights agent.
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2. Amendment of Section 3(c). The legend set forth in
Section 3(c) of the Rights Agreement is amended to read in its entirety as
follows:
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Tenneco
Automotive Inc., formerly known as Tenneco Inc. (the "Company"), and
First Union National Bank, as Rights Agent (as successor to First
Chicago Trust Company of New York), dated as of September 9, 1998 and
as amended from time to time (the "Rights Agreement"), the terms of
which are hereby incorporated herein by reference and a copy of which
is on file at the principal executive offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder of
this certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Under certain circumstances, as
set forth in the Rights Agreement, Rights owned by or transferred to
any Person who is or becomes an Acquiring Person (as defined in the
Rights Agreement) and certain transferees thereof will become null and
void and will no longer be transferable.
3. Amendment to Section 26. The notice provision in respect of
the Rights Agent set forth in Section 26 of the Rights Agreement is amended to
read in its entirety as follows:
First Union National Bank
Shareholder Services Administration
0000 X. XX Xxxxxx Xxxx.; 0X0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx, Assistant Vice
President- Equity Services
Corporate Trust Group
4. Amendment of Form of Rights Certificate.
(a) The first paragraph of the form of rights certificate attached as
Exhibit B to the Rights Agreement is amended to read in its entirety as follows:
RIGHTS CERTIFICATE
TENNECO AUTOMOTIVE INC.
This certifies that ____________________________ or registered assigns,
is the registered owner of the number of Rights set forth above, each
of which entitles the owner thereof, subject to the terms, provisions
and conditions of the Rights Agreement, dated as of September 9, 1998,
as the same may be amended from time to time (the "Rights Agreement"),
between Tenneco Automotive Inc., a Delaware corporation (the
"Company"), and First Union National Bank, as Rights Agent (the "Rights
Agent"), as successor to First Chicago Trust Company of New York as
rights agent, to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights
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Agreement) and prior to 5:00 P.M., New York City time, on September 9,
2008 at the office or agency of the Rights Agent designated for such
purpose, or of its successor as Rights Agent, one one-thousandth of a
fully paid non-assessable share of Series B Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Stock"), of
the Company at a purchase price of $8.80 per one one-thousandth of a
share of Preferred Stock (the "Purchase Price"), upon presentation and
surrender of this Right Certificate with the Form of Election to
Purchase duly executed. The number of Rights evidenced by this Rights
Certificate (and the number of one one-thousandths of a share of
Preferred Stock which may be purchased upon exercise hereof) set forth
above, and the Purchase Price set forth above, are the number and
Purchase Price as of March 14, 2000, based on the Preferred Stock as
constituted at such date. As provided in the Rights Agreement, the
Purchase Price, the number of one one-thousandths of a share of
Preferred Stock (or other securities or property) which may be
purchased upon the exercise of the Rights and the number of Rights
evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.
(b) The signature block of the Rights Agent set forth on the form of
rights certificate attached as Exhibit B to the Rights Agreement is amended to
read in its entirety as follows:
FIRST UNION NATIONAL BANK, as Rights Agent
By__________________________________
Its
5. Certification. The Company certifies that this Amendment
complies with Section 27 of the Rights Agreement.
6. Effectiveness. This Amendment shall be deemed effective as
of February 5, 2001. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
7. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date set forth above.
TENNECO AUTOMOTIVE INC.
By: /s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and General Counsel
FIRST UNION NATIONAL BANK
By: /s/ XXXXXXX X.XXXXX
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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