El Paso Tennessee Pipeline Co – ‘SC 13D/A’ on 1/10/94 re: Cummins Inc – EX-6

As of:  Monday, 1/10/94   ·   Accession #:  899243-94-3   ·   File #:  5-10200

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          19     74K 
                          Ownership                                              
 2: EX-3        Articles of Incorporation/Organization or By-Laws     12     43K 
 3: EX-4        Instrument Defining the Rights of Security Holders     2     10K 
 4: EX-5        Opinion re: Legality                                   2     10K 
 5: EX-6        Opinion re: Discount on Capital Shares                 2     10K 
 6: EX-7        Opinion re: Liquidation Preference                     2     10K 
 7: EX-8        Opinion re: Tax Matters                                3     16K 
 8: EX-9        Voting Trust Agreement                                13     48K 
 9: EX-10       Material Contract                                      2±     8K 

EX-6   —   Opinion re: Discount on Capital Shares

EX-6
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JOINDER IN AGREEMENT

This Agreement is made as of the 29th day of December, 1993, by and between 
Tenneco Inc. (the "Investor") and Bankers Trust Company, as Trustee of the Case 
Corporation Pension Plan for Hourly-Paid Employees (the "Transferee").          

W I T N E S S E T H:

WHEREAS, the Investor and Cummins Engine Company, Inc. (the "Company") have 
previously entered into an Investment Agreement dated as of July 16, 1990,      
which provided for the purchase by the Investor of certain securities of the    
Company, which securities presently consist of 3,200,000 shares of Common Stock 
of the Company (the "Shares"); and                                              

WHEREAS, the Investor desires to transfer the Shares to the Transferee and, 
pursuant to a Consent and Amendment to Investment Agreement dated as of         
December 29, 1993 (the "Consent and Amendment"), the Company has consented to   
such transfer; and                                                              

WHEREAS, it is a condition precedent to the transfer of the Shares to the   
Transferee that the Transferee enter into this Joinder in Agreement;            

NOW THEREFORE, the parties agree as follows:                                

 1. By execution of this Joinder in Agreement, the Transferee shall become
a party to the Consent and Amendment, and the Transferee shall be bound by  
the terms and provisions of the Consent and Amendment to the same extent as 
if the Transferee were originally a party thereto.                          

2. The Investor and the Transferee agree that (i) the Company is a third
party beneficiary of this Joinder in Agreement, and (ii) this Joinder in    
Agreement may not be amended without the Company's written consent.         

3. Representations and Warranties:                                      

Each of the Investor and the Transferee and only as to itself represent 
for the benefit of the Company as follows:                                  

(a) It has all requisite power and authority to execute and deliver 
this Joinder in Agreement.                                              

(b) The consummation of the Joinder in Agreement as contemplated    
hereby does not contravene its constitutive documents.                  

 (c) This Joinder in Agreement has been duly executed and delivered by
it and is the legal, valid and binding obligation of it enforceable     
against it in accordance with its terms.                                

(d) The execution, delivery and performance of this Joinder in      
Agreement and the consummation of the transactions contemplated hereby  
will not conflict with, or constitute a default under, or give to       
others any right of termination, amendment, acceleration or             
cancellation of any agreement, indenture or instrument to which it is a 
party or result in any violation of any law, rule, regulation, order,   
judgment or decree applicable to it, including without limitation any   
provisions of the Employee Retirement Income Security Act of 1974, as   
amended ("ERISA"), and the rules and regulations promulgated            
thereunder, and any and all consents or approvals required by ERISA to  
permit the execution, delivery and performance of this Joinder in       
Agreement and the consummation of the trans-actions contemplated hereby 
have been obtained.                                                     

EX-6
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 4. The address for any notices or communications required or permitted to
be given to the Transferee under the Investment Agreement, as amended by    
the Consent and Amendment, shall be as follows:                             

BANKERS TRUST COMPANY, as Trustee of the                
Case Corporation Pension Plan for                   
Hourly-Paid Employees                               
c/o Bankers Trust Company of the Southwest              
3000 Two Houston Center                                 
909 Fannin, Suite 3000                                  
Houston, Texas 77010                                    

Attention: Thomas Calabro, Jr.                          
Telecopy: 713-759-6767                                  

IN WITNESS WHEREOF, the parties hereto have caused this Joinder in Agreement
to be duly executed by their respective authorized officers as of the date      
hereof.                                                                         

                TENNECO INC.

                                   M. W. Meyer

                                     by ______________________________

                                   M. W. Meyer

                                     BANKERS TRUST COMPANY, as Trustee
                                       of the Case Corporation Pension
                                      Plan for Hourly-Paid Employees

                                   Daniel C. Mueller

                                     by ______________________________

                                   Daniel C. Mueller

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/10/94							None on these Dates
		12/29/93		1
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