TBS LEGAL DEPARTMENT
Draft: April 20, 1998
THIS TERMINATION AGREEMENT (this "Termination Agreement") is made and entered into on the 23rd
day of April, 1998 by and between Newport News Shipbuilding and Dry Dock Company ("NNS"), a wholly-
owned subsidiary of Newport News Shipbuilding Inc. and Tenneco Business Services Inc., formerly known as
Tenneco Technology Services Inc., a wholly-owned subsidiary of Tenneco Inc.
WHEREAS, on August 22, 1996 NNS and Tenneco Technology Services Inc. ("TTS") entered into (i) a
Professional Services Agreement ("PSA"), a copy of which is attached hereto as Exhibit A, pursuant to which
TTS was to provide certain mainframe data processing and distributed system services (the "Services") to NNS
and (ii) a Lease (the "Lease"), a copy of which is attached hereto as Exhibit B, pursuant to which NNS leased to
TTS certain office space in Newport News, Virginia to be used as a center for the provision by TTS of the
Services to NNS and similar mainframe services to Tenneco Business Services Inc. and its affiliates (the "Data
WHEREAS, effective October 15, 1996, TTS changed its name to Tenneco Business Services Inc. ("TBS");
WHEREAS, effective December 12, 1996 TBS and NNS were no longer affiliates of one another;
WHEREAS, TBS intends in July 1998 to relocate its computer operations (excluding NNS operations) at the
Data Center to Lincolnshire, Illinois;
WHEREAS, NNS desires to be responsible for providing its own Services; and
WHEREAS, the parties desire to terminate the PSA and the Lease on the terms and subject to the conditions set
forth in this Termination Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Termination Agreement and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Termination; Provision of Services After Termination.
(a) The PSA and t