EXHIBIT 4.4
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NEW TENNECO INC.
AND
THE CHASE MANHATTAN BANK,
AS TRUSTEE
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THIRD SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER [ ], 1996
TO
INDENTURE
DATED AS OF NOVEMBER 1, 1996
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PROVIDING FOR THE ISSUANCE OF
7.45% DEBENTURES DUE 2025
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Third 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 $300,000,000 to be designated the "7.45%
Debentures due 2025" (the "Debentures"), and all action on the part of the
Company necessary to authorize the issuance of the Debentures under the
Original Indenture and this Third Supplemental Indenture has been duly taken;
and
Whereas, all acts and things necessary to make the Debentures, 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 Debentures,
It is hereby covenanted, declared and agreed by and between the parties
hereto, for the benefit of holders of the Debentures issued under the Original
Indenture, as follows:
ARTICLE 1.
Terms and Issuance of 7.45% Debentures Due 2025
Section 1.1. Issue of Debentures. A series of Securities which shall be
designated the "7.45% Debentures due 2025" 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 Third Supplemental Indenture
(including the form of Debentures set forth in Section 1.2 hereof). The
aggregate principal amount of Debentures 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
$300,000,000. The entire amount of Debentures 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 Debentures and Authentication Certificate. The forms
of the Debentures and the Trustee's certificate of authentication shall be
substantially as follows:
[form of face of debenture]
NEW TENNECO INC.
7.45% DEBENTURE DUE 2025
No. $
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 December 15, 2025, 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
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the June 15 or December 15 next preceding the date hereof to which interest
has been paid, unless the date hereof is a June 15 or December 15 to which
interest on the Debentures has been paid, in which case from the date hereof,
or unless no interest has been paid on the Debentures since the original
issue date (hereinafter referred to) of this Debenture, in which case from the
original issue date, semi-annually on June 15 and December 15 in each year
commencing June 15, 1997, 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
7.45% per annum. Notwithstanding the foregoing, when there is no existing
default in the payment of interest on the Debentures, if the date hereof is
after May 31 or November 30 and prior to the following June 15 or December 15,
as the case may be, this Debenture shall bear interest from such June 15 or
December 15, or, if no interest has been paid on the Debentures since the
original issue date of this Debenture, from the original issue date; provided,
however, that if the Company shall default in the payment of interest due on
such June 15 or December 15, then this Debenture shall bear interest from the
June 15 or December 15 to which interest has been paid or, if no interest has
been paid on the Debentures since the original issue date of this Debenture,
from the original issue date. The interest so payable on any June 15 or
December 15 will, subject to certain exceptions provided in the Indenture
hereinafter referred to, be paid to the person in whose name this Debenture is
registered at the close of business on the May 31 or November 30, as the case
may be, next preceding such June 15 or December 15, or if such May 31 or
November 30 is not a business day, the business day next preceding such May 31
or November 30. Interest on this Debenture shall be computed on the basis of a
360-day year of twelve 30-day months. Both principal of and interest on this
Debenture 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
Debenture register. The original issue date in respect of the Debentures is
December [ ], 1996.
ADDITIONAL PROVISIONS OF THIS DEBENTURE 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 Debenture shall not be entitled to any benefit under the Indenture
hereafter 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.
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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 .......................................
Chairman of the Board
Attest:
................................
Secretary
[form of reverse of debenture]
NEW TENNECO INC.
7.45% DEBENTURE DUE 2025
This Debenture is one of a duly authorized issue of Debentures of the
Company known as its 7.45% Debentures due 2025 (herein called the
"Debentures"), limited to the aggregate principal amount of $300,000,000, 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
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"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 Debentures and of the duties thereunder of the Trustee and the
Company.
The Debentures will not be redeemable prior to maturity.
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 Debentures 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 Debenture.
In case a default, as defined in the Indenture, shall occur, the principal
of all the Debentures 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 Debentures outstanding in the case of payment
defaults on the Debentures 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 Debenture 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 Debentures 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
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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 Debenture.
The transfer of this Debenture 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 Debenture and on presentation of a duly executed written
instrument of transfer, and thereupon a new Debenture or Debentures, of the
same aggregate principal amount and in authorized denominations, will be
issued to the transferee or transferees in exchange herefor; and this
Debenture, with or without other Debentures, may in like manner be exchanged
for one or more new Debentures 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
Debentures may deem and treat the person in whose name this Debenture 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 Debentures 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 Debenture, 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 Debenture 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 Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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[form of trustee's certificate of authentication]
This Debenture is one of the 7.45% Debentures due 2025 described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
Trustee,
By _________________________________________
Authorized Officer.
ARTICLE 2.
Miscellaneous
Section 2.1. Execution as Supplemental Indenture. This Third Supplemental
Indenture is executed and shall be construed as an indenture supplemental to
the Original Indenture and, as provided in the Original Indenture, this Third
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 Debentures (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 Third Supplemental
Indenture or of the Debentures. The Trustee shall not be accountable for the
use or application by the Company of the Debentures or of the proceeds
thereof.
Section 2.3. Provisions Binding on Company's Successors. All the covenants,
stipulations, promises and agreements in this Third Supplemental Indenture
contained by the Company shall bind its successors and assigns whether so
expressed or not.
Section 2.4. New York Contract. THIS THIRD SUPPLEMENTAL INDENTURE AND EACH
DEBENTURE 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.
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Section 2.5. Execution and Counterparts. This Third Supplemental Indenture
may be executed in any number of courterparts, each of which shall be an
original but such counterparts shall together constitute but one and the same
instrument.
In Witness Whereof, said New Tenneco Inc. has caused this Third Supplemental
Indenture to be executed in its corporate name by its President or one of its
Vice Presidents, and said The Chase Manhattan Bank has caused this 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
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