EXHIBIT 4.6
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NEW TENNECO INC.
AND
THE CHASE MANHATTAN BANK,
AS TRUSTEE
------------------
FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER [ ], 1996
TO
INDENTURE
DATED AS OF NOVEMBER 1, 1996
------------------
PROVIDING FOR THE ISSUANCE OF
8.075% NOTES DUE 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Fifth Supplemental Indenture dated as of December [ ], 1996 between New
Tenneco Inc., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Company"), and The Chase Manhattan
Bank, a New York banking corporation, as trustee (hereinafter called the
"Trustee").
Whereas, the Company has heretofore executed and delivered to the Trustee an
indenture dated as of November 1, 1996 (hereinafter called the "Original
Indenture"), to provide for the issue of an unlimited amount of debentures,
notes and/or other debt obligations of the Company (hereinafter referred to as
the "Securities"), the terms of which are to be determined as set forth in
Section 2.3 of the Original Indenture; and
Whereas, Section 8.1 of the Original Indenture provides, among other things,
that the Company and the Trustee may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of setting forth the
terms of Securities of any series; and
Whereas, the Company desires to create a series of the Securities in an
aggregate principal amount of $500,000,000 to be designated the "8.075% Notes
due 2002" (the "Notes"), and all action on the part of the Company necessary
to authorize the issuance of the Notes under the Original Indenture and this
Fifth Supplemental Indenture has been duly taken; and
Whereas, all acts and things necessary to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee as in the Original
Indenture provided, the valid and binding obligations of the Company, and to
constitute these presents a valid and binding supplemental indenture and
agreement according to its terms, have been done and performed;
Now, therefore, in consideration of the premises and of the mutual covenants
herein contained, and of the acceptance of this trust by the Trustee, and of
the sum of one dollar to the Company duly paid by the Trustee at the execution
and delivery of these presents, and of other valuable consideration the
receipt whereof is hereby acknowledged and in order to authorize the
authentication and delivery of and to set forth the terms of the Notes,
It is hereby covenanted, declared and agreed by and between the parties
hereto, for the benefit of holders of the Notes issued under the Original
Indenture, as follows:
ARTICLE 1.
Terms and Issuance of 8.075% Notes Due 2002
Section 1.1. Issue of Notes. A series of Securities which shall be
designated the "8.075% Notes due 2002" shall be executed, authenticated and
delivered in accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of the Indenture, including
without limitation the terms set forth in this Fifth Supplemental Indenture
(including the form of Notes set forth in Section 1.2 hereof). The aggregate
principal amount of Notes which may be authenticated and delivered under the
Indenture shall not, except as permitted by the provisions of Sections 2.8,
2.9, 2.11, 8.5 and 12.3 of the Indenture, exceed $500,000,000. The entire
amount of Notes may forthwith be executed by the Company and delivered to the
Trustee and shall be authenticated by the Trustee and delivered to or upon the
order of the Company pursuant to Section 2.4 of the Indenture.
Section 1.2. Forms of Notes and Authentication Certificate. The forms of the
Notes and the Trustee's certificate of authentication shall be substantially
as follows:
[form of face of note]
NEW TENNECO INC.
8.075% NOTE DUE 2002
No. $
CUSIP
New Tenneco Inc., a corporation organized and existing under the laws of the
State of Delaware (hereinafter called the "Company," which term shall include
any successor corporation as defined in the Indenture hereinafter referred
to), for value received, hereby promises to pay to or registered assigns, the
sum of Dollars on October 1, 2002, in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment
of public and private debts, and to pay to the registered holder hereof as
hereinafter provided interest thereon at the rate per annum specified in the
title hereof in like coin or currency, from the April 1 or October 1 next
preceding the date hereof to which interest has been paid, unless the date
hereof
2
is a April 1 or October 1 to which interest on the Notes has been paid, in
which case from the date hereof, or unless no interest has been paid on the
Notes since the original issue date (hereinafter referred to) of this Note, in
which case from the original issue date, semi-annually on April 1 and October
1 in each year, until payment of said principal sum has been made or duly
provided for, and to pay interest on any overdue principal and (to the extent
permitted by law) on any overdue installment of interest at the rate of 8.075%
per annum. Notwithstanding the foregoing, when there is no existing default in
the payment of interest on the Notes, if the date hereof is after March 16 or
September 16 and prior to the following April 1 or October 1, as the case may
be, this Note shall bear interest from such April 1 or October 1, or, if no
interest has been paid on the Notes since the original issue date of this
Note, from the original issue date; provided however, that if the Company
shall default in the payment of interest due on such April 1 or October 1,
then this Note shall bear interest from the April 1 or October 1 to which
interest has been paid or, if no interest has been paid on the Notes since the
original issue date of this Note, from the original issue date. The interest
so payable on any April 1 or October 1 will, subject to certain exceptions
provided in the Indenture hereinafter referred to, be paid to the person in
whose name this Note is registered at the close of business on the March 16 or
September 16, as the case may be, next preceding such April 1 or October 1, or
if such March 16 or September 16 is not a business day, the business day next
preceding such March 16 or September 16. Interest on this Note shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.
Both principal of and interest on this Note are payable at the principal
office of the Trustee in the Borough of Manhattan, The City of New York, New
York; provided, however, that payment of interest may be made, at the option
of the Company, by check mailed to the address of the person entitled thereto
as such address shall appear on the Note register. The original issue date in
respect of the Notes is December [ ], 1996.
ADDITIONAL PROVISIONS OF THIS NOTE ARE CONTAINED ON THE REVERSE HEREOF AND
SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY
SET FORTH AT THIS PLACE.
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, or become valid or obligatory for any purpose, until
the Trustee under the Indenture shall have signed the form of certificate of
authentication endorsed hereon.
3
In Witness Whereof, New Tenneco Inc. has caused this Instrument to be signed
in its name by its Chairman of the Board or its President or a Vice President,
and its corporate seal (or a facsimile thereof) to be hereto affixed and
attested by its Secretary or an Assistant Secretary.
Dated ..........................
New Tenneco Inc.
By .......................................
Vice President
Attest:
................................
Secretary
[form of reverse of note]
NEW TENNECO INC.
8.075% NOTE DUE 2002
This Note is one of a duly authorized issue of Notes of the Company known as
its 8.075% Notes due 2002 (herein called the "Notes"), limited to the
aggregate principal amount of $500,000,000, 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
November 1, 1996, executed by the Company to The Chase Manhattan Bank (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.
4
The Indenture permits the Company to issue unsecured debentures, notes
and/or other evidences of indebtedness in one or more series ("Securities") up
to such principal amount or amounts as may be authorized in accordance with
the terms of the Indenture.
To the extent permitted by, and as provided in, the Indenture, modifications
or alterations of the Indenture and of the rights and obligations of the
Company and of the holders of the Notes may be made with the consent of the
Company and with the consent of the holders of not less than a majority in
principal amount of the Securities of all series then outstanding under the
Indenture (treated as a single class) which are affected by the modification
or amendment thereto; provided, however, that without the consent of the
holder hereof no such modification or alteration shall be made which will
affect the terms of payment of the principal of or interest on this Note.
In case a default, as defined in the Indenture, shall occur, the principal
of all the Notes at any such time outstanding under the Indenture may be
declared or may become due and payable, upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the holders of a majority
in principal amount of the Notes outstanding in the case of payment defaults
on the Notes and in certain other events by the holders of a majority in
principal amount of the Securities of all series then outstanding under the
Indenture (treated as a single class) which are affected thereby.
The Indenture provides that no holder of any Note may enforce any remedy
under the Indenture except in the case of refusal or neglect of the Trustee to
act after notice of default and after request by the holders of a majority in
principal amount of the outstanding Notes in certain events (and in certain
other events by the holders of a majority in principal amount of the
Securities of all series then outstanding under the Indenture, treated as a
single class, which are affected thereby) and the offer to the Trustee of
security and indemnity satisfactory to it; provided, however, that such
provision shall not prevent the holder hereof from enforcing payment of the
principal of or interest on this Note.
The transfer of this Note is registrable by the registered holder hereof, in
person or by duly authorized attorney, at the agency of the Company in the
Borough of Manhattan, The City of New York, New York, on books of the Company
to be kept for that purpose at said agency, upon surrender and cancellation of
this Note and on presentation of a duly executed written instrument of
transfer, and thereupon a new Note or Notes, of the same aggregate principal
amount and in authorized denominations, will be issued to the
5
transferee or transferees in exchange herefor; and this Note, with or without
other Notes, may in like manner be exchanged for one or more new Notes of
other authorized denominations but of the same aggregate principal amount; all
subject to the terms and conditions set forth in the Indenture.
The Company, the Trustee, any paying agent and any Registrar of the Notes
may deem and treat the person in whose name this Note is registered as the
absolute owner hereof for all purposes whatsoever, and neither the Company nor
the Trustee nor any paying agent nor any Registrar of the Notes shall be
affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the interest
on, this Note, or for any claim based hereon or on the Indenture, against any
incorporator, or against any stockholder, director or officer, as such, past,
present or future, of the Company, or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability, whether at common law, in equity, by any constitution, statute
or otherwise, of incorporators, stockholders, directors or officers being
released by every owner hereof by the acceptance of this Note and as part of
the consideration for the issue hereof, and being likewise released by the
terms of the Indenture; provided, however, that nothing herein or in the
Indenture contained shall be taken to prevent recourse to and the enforcement
of the liability, if any, of any stockholder or subscriber to capital stock of
the Company upon or in respect of shares of capital stock not fully paid up.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
[form of trustee's certificate of authentication]
This Note is one of the 8.075% Notes due 2002 described in the within-
mentioned Indenture.
THE CHASE MANHATTAN BANK,
Trustee,
By........................................
Authorized Officer.
6
ARTICLE 2.
Miscellaneous
Section 2.1. Execution as Supplemental Indenture. This Fifth Supplemental
Indenture is executed and shall be construed as an indenture supplemental to
the Original Indenture and, as provided in the Original Indenture, this Fifth
Supplemental Indenture forms a part thereof. Except as herein expressly
otherwise defined, the use of the terms and expressions herein is in
accordance with the definitions, uses and constructions contained in the
Original Indenture.
Section 2.2. Responsibility for Recitals, Etc. The recitals herein and in
the Notes (except in the Trustee's certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representations as to the validity or sufficiency of this Fifth Supplemental
Indenture or of the Notes. The Trustee shall not be accountable for the use or
application by the Company of the Notes or of the proceeds thereof.
Section 2.3. Provisions Binding on Company's Successors. All the covenants,
stipulations, promises and agreements in this Fifth Supplemental Indenture
contained by the Company shall bind its successors and assigns whether so
expressed or not.
SECTION 2.4. NEW YORK CONTRACT. THIS FIFTH SUPPLEMENTAL INDENTURE AND EACH
NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW
YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SAID STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
Section 2.5. Execution and Counterparts. This Fifth Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an
original but such counterparts shall together constitute but one and the same
instrument.
7
In Witness Whereof, said New Tenneco Inc. has caused this Fifth Supplemental
Indenture to be executed in its corporate name by its Chairman of the Board or
its President or one of its Vice Presidents, and said The Chase Manhattan Bank
has caused this Fifth Supplemental Indenture to be executed in its corporate
name by one of its Vice Presidents as of December [ ], 1996.
New Tenneco Inc.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By _________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President and Chief
Financial Officer
The Chase Manhattan Bank
By _________________________________________
Vice President
8