View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 1, 1994
CHEVRON CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-368-2 94-0890210
----------------- ------------------------ ---------------------
(State or other (Commission File Number) (I.R.S. Employer No.)
jurisdiction of
incorporation)
225 Bush Street, San Francisco, CA 94104
---------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(415) 894-7700
Item 5. Other Events.
------------
On August 1, 1994, Chevron Capital U.S.A. Inc, Chevron Corporation,
and The Chase Manhattan Bank (National Association) signed the
First Supplemental Indenture to the original Indenture dated May
15, 1987. A copy of this First Supplemental Indenture is attached
hereto as Exhibit 99.1 and made a part hereof.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 First Supplemental Indenture dated August 1, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: August 11, 1994
CHEVRON CORPORATION
By M.J. McAULEY
-------------------
M.J. McAuley
Secretary
EXHIBIT 99.1
==============================================================================
FIRST SUPPLEMENTAL INDENTURE
among
CHEVRON CAPITAL U.S.A. INC.
Issuer
CHEVRON CORPORATION
Guarantor
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
Trustee
-----------
DATED AS OF AUGUST 1, 1994
------------
SUPPLEMENTAL TO INDENTURE
Dated as of May 15, 1987
==============================================================================
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 1, 1994,
among CHEVRON CAPITAL U.S.A. INC., a Delaware corporation (the "Company"),
CHEVRON CORPORATION, a Delaware corporation (the "Guarantor"), and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association (the
"Trustee"),
WITNESSETH:
WHEREAS, the Company, the Guarantor and the Trustee have
entered into that certain Indenture dated as of May 15, 1987 (the "Original
Indenture"), and such Original Indenture provides that the Company and the
Trustee may, at any time and from time to time, enter into one or more
supplemental indentures without the consent of the holders of the outstanding
Securities for the purpose of supplementing the provisions of the Original
Indenture with respect to matters arising thereunder provided that such
supplemental indenture shall not adversely affect the interest of the holders
of the Securities;
WHEREAS, the Company and the Guarantor have each duly
authorized the execution and delivery of this First Supplemental Indenture,
and all things necessary have been done to make this First Supplemental
Indenture a valid agreement of the Company and the Guarantor, in accordance
with its terms;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in order to declare additional terms and conditions upon
which certain series of Securities may hereafter be issued, authenticated and
delivered, and in consideration of the premises and of the purchase and
acceptance of the Securities by the holders thereof, each of the Company and
the Guarantor covenants and agrees with the Trustee, for the equal and
proportionate benefit of the respective holders from time to time of the
Securities or of any series thereof, as follows:
-1-
ARTICLE ONE
DEFINITIONS
SECTION 1.01. DEFINITIONS. The terms defined in this Section
1.01 shall, for all purposes of the Original Indenture and this First
Supplemental Indenture, have the meanings herein specified, unless the context
clearly otherwise requires:
DEPOSITORY
The term "Depository" shall mean, with respect to the
Securities of any series issuable or issued in whole or in part in the form of
one or more Global Securities, the person designated as Depository by the
Company pursuant to Section 2.01 of the Indenture until a successor Depository
shall have become such pursuant to the applicable provisions of the Indenture,
and thereafter "Depository" shall mean or include each person who is then a
Depository hereunder, and if at any time there is more than one such Person
"Depository" as used with respect to the Securities of any such series shall
mean the Depository with respect to the Securities of that series.
FIRST SUPPLEMENTAL INDENTURE
The term "First Supplemental Indenture" shall mean this First
Supplemental Indenture dated as of August 1, 1994, among the Company, the
Guarantor and the Trustee, as such was originally executed, or as it may from
time to time be supplemented, modified or amended, as provided herein and in
the Indenture.
GLOBAL SECURITY
The term "Global Security" shall mean a Security evidencing all
or a portion of a series of Securities, issued under the Indenture and
delivered to the Depository for such series in accordance with Section 2.09 of
the Indenture, and bearing the legend prescribed in such Section 2.09.
INDENTURE
The term "Indenture" shall mean the Indenture, dated as of May
15, 1987, as supplemented by the First Supplemental Indenture dated as of
August 1, 1994, each being among the Company, the Guarantor and the Trustee,
and as it may from time to time hereafter be further supplemented, modified or
amended, as
-2-
provided in the Indenture, and shall include the form and terms of particular
series of Securities established as contemplated by Section 2.01 and 2.02 of
the Indenture.
ORIGINAL INDENTURE
The term "Original Indenture" shall mean that certain Indenture
dated as of May 15, 1987 among the Company, the Guarantor and the Trustee, as
such indenture was originally executed.
TRUST INDENTURE ACT
The term "Trust Indenture Act of 1939" shall mean the Trust
Indenture Act of 1939, as amended as of the date of the First Supplemental
Indenture.
SECTION 1.02. OTHER DEFINITIONS. All of the terms appearing
herein shall be defined as the same are now defined under the provisions of
the Original Indenture, except when expressly herein otherwise defined.
ARTICLE TWO
AMENDMENTS TO THE ORIGINAL INDENTURE
RELATING TO THE PROVISIONS OF THE
TRUST INDENTURE ACT OF 1939
SECTION 2.01. AMENDMENTS TO SECTION 5.03. Section 5.03 of the
Original Indenture is hereby amended to add thereto as a new subsection (d)
the following:
"(d) The Company, the Guarantor and any other obligor
on the Securities each covenant and agree to furnish to
the Trustee, not less than annually, a brief certificate
from the principal executive officer, principal financial
officer or principal accounting officer as to his or her
knowledge of the Company's compliance with all conditions
and covenants of this Indenture (which compliance shall be
determined without regard to any period of grace or
requirement of notice as provided in this Indenture).
Such certificates need not comply with Section 14.03 of
this Indenture."
-3-
SECTION 2.01. AMENDMENT TO SECTION 5.04. Subsection (a) of
Section 5.04 of the Original Indenture is hereby amended to read as follows:
"(a) On or before July 15, 1987, and on or before
July 15 in every year thereafter, if and so long as any
Securities are outstanding hereunder, the Trustee shall
transmit to the Securityholders as hereinafter in this
Section 5.04 provided, a brief report dated as of the
preceding May 15 with respect to any of the following
events which may have occurred within the previous 12
months (but if no such event has occurred within such
period no report need be transmitted):
(1) any change to its eligibility under Section
7.09, and its qualifications under Section 7.08;
(2) the creation of or any material change to a
relationship specified in paragraph (1) through (10) of
Section 7.08(d);
(3) the character and amount of any advances (and if
the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as
such) which remain unpaid on the date of such report, and
for the reimbursement of which it claims or may claim a
lien or charge, prior to that of the Securities of any
series, on any property or funds held or collected by it
as Trustee, except that the Trustee shall not be required
(but may elect) to state such advances if such advances so
remaining unpaid aggregate not more than one-half of one
percent of the principal amount of the Securities of such
series outstanding on the date of such report;
(4) the amount, interest rate and maturity date of
all other indebtedness owing by the Company or the
Guarantor(or by any other obligor on the Securities) to
the Trustee in its individual capacity, on the date of
such report, with a brief description of any property held
as collateral security therefor, except indebtedness based
upon a creditor relationship arising in any manner
described in paragraph (2), (3), (4) or (6) of subsection
(b) of Section 7.13;
(5) any change to the property and funds, if any,
physically in the possession of the Trustee (as such) on
the date of such report;
(6) any additional issue of Securities which the
Trustee has not previously reported; and
-4-
(7) any action taken by the Trustee in the
performance of its duties under this Indenture which it
has not previously reported and which in its opinion
materially affects the Securities, except action in
respect of a default, notice of which has been or is to be
withheld by it in accordance with the provisions of
Section 6.10."
SECTION 2.02. AMENDMENT TO SECTION 6.09. Section 6.09 of the
Original Indenture is hereby amended by adding thereto as a new second
paragraph the following:
"The Company may set a special record date for
purposes of determining the identity of the holders of
Securities entitled to vote or consent to any action by
vote or consent authorized or permitted by this Section
6.09. Such record date shall be the later of 15 days
prior to the first solicitation of such consent or the
date of the most recent list of holders furnished to the
Trustee pursuant to Section 5.01 of this Indenture prior
to such solicitation."
SECTION 2.03. AMENDMENT TO SECTION 7.08. Section 7.08 of the
Original Indenture is hereby amended to read as follows:
"SECTION 7.08. DISQUALIFICATION; CONFLICTING INTEREST.
(a) If the Trustee has or shall acquire any
conflicting interest, as defined in this Section 7.08, it
shall, within 90 days after ascertaining that it has such
conflicting interest, and if the Event of Default to which
such conflicting interest relates has not been cured or
duly waived or otherwise eliminated before the end of such
90-day period, the Trustee shall either eliminate such
conflicting interest or, except as otherwise provided in
this Section 7.08, resign in the manner and with the
effect specified in Section 7.10, such resignation to
become effective upon the appointment of a successor
trustee and such successor's acceptance of such
appointment, and the Company shall take prompt steps to
have a successor appointed in the manner provided in
Section 7.10.
(b) In the event that the Trustee shall fail to
comply with the provisions of subsection (a) of this
Section, the Trustee shall, within ten days after the
expiration of such 90-day period, transmit notice of
such failure to the Securityholders in the manner and
to the extent provided in subsection (c) of Section
5.04 with respect to reports pursuant to subsection
(a) of said Section 5.04.
-5-
(c) Subject to the provisions of Section 6.11 of
this Indenture, unless the Trustee's duty to resign is
stayed as provided in subsection (f) of this Section 7.08,
any holder who has been a bona fide holder of Securities
for at least six months may, on such holder's behalf and
on behalf of all other holders similarly situated,
petition any court of competent jurisdiction for the
removal of such Trustee and the appointment of a
successor, if such Trustee fails after written request
thereof by such holder to comply with the provisions of
subsection (a) of this Section 7.08.
(d) For the purposes of this Section 7.08 the
Trustee shall be deemed to have a conflicting interest
with respect to the Securities of any series if an Event
of Default (exclusive of any period of grace or
requirement of notice) has occurred with respect to
Securities of such series and:
(1) the Trustee is trustee under another
indenture under which any other securities, or
certificates of interest or participation in any
other securities, of the Company, the Guarantor or
any other obligor on the Securities are outstanding
or is trustee for more than one outstanding series of
securities, as hereinafter defined, under a single
indenture of the Company, the Guarantor or any other
obligor on the Securities, unless such other
indenture is a collateral trust indenture under which
the only collateral consists of Securities issued
under this Indenture, provided that there shall be
excluded from the operation of this paragraph, this
Indenture with respect to the Securities of any other
series outstanding, the Indenture dated as of May 15,
1987 between Chevron Corporation and The Chase
Manhattan Bank (National Association), as Trustee,
relating to the securities issuable under such
indenture, the Indenture dated as of June 15, 1985
between Chevron Corporation and The Chase Manhattan
Bank (National Association), as Trustee, relating to
the securities issuable under such indenture, the
Indenture dated as of August 1, 1984 among Chevron
Capital U.S.A. Inc., as Issuer, Chevron Corporation,
as Guarantor, and The Chase Manhattan Bank (National
Association), as Trustee, relating to the securities
issuable under such indenture, the Indenture dated as
of June 1, 1968 between Chevron U.S.A. Inc. (formerly
Gulf Oil Corporation) and The Chase Manhattan Bank
(National Association), as successor trustee,
relating to the securities issuable under such
indenture and any other indenture or indentures under
which other securities, or certificates of interest
or participation
-6-
in other securities, of the Company are outstanding,
if (A) this Indenture is and such other indenture or
indentures (and all series of securities issued
thereunder) are wholly unsecured and rank equally,
and such other indenture or indentures (and such
series) are hereafter qualified under the Trust
Indenture Act of 1939, unless the Commission shall
have found and declared by order pursuant to
subsection (b) of Section 305 or subsection (c) of
Section 307 of the Trust Indenture Act of 1939,
that differences exist between the provisions of
this Indenture with respect to Securities of such
series and one or more other series, or the
provisions of this Indenture and the provisions of
such other indenture or indentures (or such series),
which are so likely to involve a material conflict of
interest as to make it necessary in the public
interest or for the protection of investors to
disqualify the Trustee from acting as such under this
Indenture with respect to Securities of such series
and such other series, or under this Indenture and
such other indenture or indentures, or (B) the
Company shall have sustained the burden of proving,
on application to the Commission and after
opportunity for hearing thereon, that the trusteeship
under this Indenture with respect to Securities of
such series and such other series, or under this
Indenture and such other indenture, is not so likely
to involve a material conflict of interest as to make
it necessary in the public interest or for the
protection of investors to disqualify the Trustee
from acting as such under this Indenture with respect
to Securities of such series and such other series,
or under this Indenture and one of such indentures,
(2) the Trustee or any of its directors or
executive officers is an underwriter for the Company,
the Guarantor or any other obligor on the Securities,
(3) the Trustee directly or indirectly controls
or is directly or indirectly controlled by or is
under direct or indirect common control with an
underwriter for the Company, the Guarantor or any
other obligor on the Securities,
(4) the Trustee or any of its directors or
executive officers is a director, officer, partner,
employee, appointee or representative of the Company,
the Guarantor or any other obligor on the Securities,
or of an underwriter (other than the Trustee itself)
for the Company, the Guarantor or any other obligor
on the Securities who is currently engaged in the
business of
-7-
underwriting, except that (A) one individual may be
a director and/or an executive officer of the Trustee
and a director and/or an executive officer of the
Company, the Guarantor or any other obligor on the
Securities, but may not be at the same time an executive
officer of both the Trustee and the Company, the
Guarantor or any other obligor on the Securities;
(B) if and so long as the number of directors of the
Trustee in office is more than nine, one additional
individual may be a director and/or an executive
officer of the Trustee and a director of the Company,
the Guarantor or any other obligor on the Securities;
and (C) the Trustee may be designated by the Company,
the Guarantor or any other obligor on the Securities
or by an underwriter for the Company, the Guarantor
or any other obligor on the Securities to act in the
capacity of transfer agent, registrar, custodian,
paying agent, fiscal agent, escrow agent or
depositary, or in any other similar capacity, or,
subject to the provisions of paragraph (1) of this
subsection (d), to act as trustee whether under an
indenture or otherwise,
(5) ten percent or more of the voting
securities of the Trustee is beneficially owned
either by the Company, the Guarantor or any other
obligor on the Securities or by any director, partner
or executive officer thereof, or 20% or more of such
voting securities is beneficially owned, collec-
tively, by any two or more of such persons; or ten
percent or more of the voting securities of the
Trustee is beneficially owned either by an
underwriter for the Company, the Guarantor or any
other obligor on the Securities or by any director,
partner or executive officer of the Company, the
Guarantor or any other obligor on the Securities,
respectively, or is beneficially owned, collectively,
by any two or more such persons,
(6) the Trustee is the beneficial owner of, or
holds as collateral security for an obligation which
is in default, as hereinafter defined, (A) five
percent or more of the voting securities, or ten
percent or more of any other class of security, of
the Company, the Guarantor or any other obligor on
the Securities, not including the Securities issued
under this Indenture and securities issued under any
other indenture under which the Trustee is also
trustee, or (B) ten percent or more of any class of
security of an underwriter for the Company, the
Guarantor or any other obligor on the Securities,
-8-
(7) the Trustee is the beneficial owner of, or
holds as collateral security for an obligation which
is in default, as hereinafter defined, five percent
or more of the voting securities of any person who,
to the knowledge of the Trustee, owns ten percent or
more of the voting securities of, or controls
directly or indirectly or is under direct or indirect
common control with the Company, the Guarantor or any
other obligor on the Securities,
(8) the Trustee is the beneficial owner of, or
holds as collateral security for an obligation which
is in default, as hereinafter defined, ten percent or
more of any class of security of any person who, to
the knowledge of the Trustee, owns 50% or more of the
voting securities of the Company, the Guarantor or
any other obligor on the Securities,
(9) the Trustee owns on the date of the
occurrence of such Event of Default (exclusive of any
period of grace or requirement of notice) or any
anniversary thereof while such Event of Default
remains outstanding, in the capacity of executor,
administrator, testamentary or inter vivos trustee,
guardian, committee or conservator, or in any other
similar capacity an aggregate of 25% or more of the
voting securities or of any class of security, of any
person, the beneficial ownership of a specified
percentage of which would have constituted a
conflicting interest under paragraph (6), (7) or (8)
of this subsection (d). As to any such securities of
which the Trustee acquired ownership through becoming
executor, administrator or testamentary trustee of an
estate which included them, the provisions of the
preceding sentence shall not apply, for a period of
two years from the date of such acquisition, to the
extent that such securities included in such estate
do not exceed 25% of such voting securities or 25% of
any such class of security. Promptly after the date
of the occurrence of any such Event of Default and
annually in each succeeding year that the Securities
or any series thereof remain in default, the Trustee
shall make a check of its holdings of such securities
in any of the above-mentioned capacities as of such
dates. If the Company, the Guarantor or any other
obligor on the Securities fails to make payment in
full of principal of or interest on any of the
Securities when and as the same becomes due and
payable and such failure continues for 30 days
thereafter, the Trustee shall make a prompt check of
its holdings of such securities in any of the above-
mentioned capacities as of the date of the expiration
of such 30-day period, and after such date,
-9-
notwithstanding the foregoing provisions of this
paragraph (9), all such securities so held by the
Trustee, with sole or joint control over such
securities vested in it, shall, but only so long as
such failure shall continue, be considered as though
beneficially owned by the Trustee for the purposes of
paragraphs (6), (7) and (8) of this subsection (d) or
(10) except under the circumstances described in
paragraphs (1), (3), (4), (5) or (6) of Section 7.13(b),
the Trustee shall be or become a creditor of the Company,
the Guarantor or any other obligor on the Securities.
The specifications of percentages in paragraphs (5) to (9),
inclusive, of this subsection (d) shall not be construed as indicating that
the ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this subsection (d).
For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection (d) only, (A) the terms 'security' and 'securities' shall include
only such securities as are generally known as corporate securities, but shall
not include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (B) an obligation shall be deemed
to be in default when a default in payment of principal shall have continued
for 30 days or more and shall not have been cured; and (C) the Trustee shall
not be deemed to be the owner or holder of (i) any security which it holds as
collateral security (as trustee or otherwise) for an obligation which is not
in default as defined in clause (B) above, or (ii) any security which it holds
as collateral security under this Indenture, irrespective of any default
hereunder, or (iii) any security which it holds as agent for collection, or as
custodian, escrow agent or depositary, or in any similar representative
capacity.
(e) For the purposes of this Section 7.08:
(1) The term 'underwriter' when used with
reference to the Company, the Guarantor or any other
obligor on the Securities shall mean every person
who, within one year prior to the time as of which
the determination is made, has purchased from the
Company, the Guarantor or any other obligor on the
Securities with a view to, or has offered or sold for
the Company, the Guarantor or any other obligor on
the Securities in connection with, the distribution
of any security of the Company, the Guarantor or any
other obligor on the Securities outstanding at
-10-
such time, or has participated or has had a direct or
indirect participation in any such undertaking, or
has participated or has had a participation in the
direct or indirect underwriting of any such
undertaking, but such term shall not include a person
whose interest was limited to a commission from an
underwriter or dealer not in excess of the usual and
customary distributors' or sellers' commission.
(2) The term 'director' shall mean any director
of a corporation or any individual performing similar
functions with respect to any organization whether
incorporated or unincorporated.
(3) The term 'trust' shall include only a trust
where the interest or interests of the beneficiary or
beneficiaries are evidenced by a security.
(4) The term 'voting security' shall mean any
security presently entitling the owner or holder
thereof to vote in the direction or management of the
affairs of a person, or any security issued under or
pursuant to any trust, agreement or arrangement
whereby a trustee or trustees or agent or agents for
the owner or holder of such security are presently
entitled to vote in the direction or management of
the affairs of a person.
(5) The term 'executive officer' shall mean the
president, every vice-president, every trust officer,
the cashier, the secretary and the treasurer of a
corporation, and any individual customarily
performing similar functions with respect to any
organization whether incorporated or unincorporated,
but shall not include the chairman of the board of
directors.
(6) Except for purposes of paragraphs (6), (7),
(8) and (9) of subsection (d) of this Section 7.08,
the term 'security' or 'securities' shall mean any
note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement,
collateral-trust certificate, pre-organization
certificate or subscription, transferable share,
investment contract, voting-trust certificate,
certificate of deposit for a security, fractional
undivided interest in oil, gas or other mineral
rights, or, in general, any interest or instrument
commonly known as a 'security or any certificate of
interest or participation in, temporary or interim
certificate for, receipt for,
-11-
guarantee of, or warrant or right to subscribe to or
purchase, any of the foregoing.
(7) For the purpose of subsection (d)(i) of
this Section 7.08, the term 'series of securities' or
'series' means a series, class or group of securities
issuable under an indenture pursuant to whose terms
holders of one such series may vote to direct the
indenture trustee, or otherwise take action pursuant
to a vote of such holders, separately from holders of
another such series; provided, that 'series of
securities' or 'series' shall not include any series
of securities issuable under an indenture if all such
series rank equally and are wholly unsecured.
The percentages of voting securities and other securities specified
in this Section 7.08 shall be calculated in accordance with the following
provisions:
(A) A specified percentage of the voting securities
of the Trustee, the Company or any other person referred
to in this Section 7.08 (each of whom is referred to as a
'person' in this paragraph) means such amount of the
outstanding voting securities of such person as entitles
the holder or holders thereof to cast such specified
percentage of the aggregate votes which the holders of all
the outstanding voting securities of such person are
entitled to cast in the direction or management of the
affairs of such person.
(B) A specified percentage of a class of securities
of a person means such percentage of the aggregate amount
of securities of the class outstanding.
(C) The term 'amount', when used in regard to
securities, means the principal amount if relating to
evidences of indebtedness, the number of shares if
relating to capital shares, and the number of units if
relating to any other kind of security.
(D) The term 'outstanding' means issued and not held
by or for the account of the issuer. The following
securities shall not be deemed outstanding within the
meaning of this definition:
(i) Securities of an issuer held in a sinking
fund relating to securities of the issuer of the same
class;
(ii) Securities of an issuer held in a sinking
fund relating to another class of securities of the
issuer, if the obligation
-12-
evidenced by such other class of securities is not
in default as to principal or interest or otherwise;
(iii) Securities pledged by the issuer
thereof as security for an obligation of the issuer
not in default as to principal or interest or
otherwise; and
(iv) Securities held in escrow if placed in
escrow by the issuer thereof;
provided, however, that any voting securities of an issuer
shall be deemed outstanding if any person other than the
issuer is entitled to exercise the voting rights thereof.
(E) A security shall be deemed to be of the same
class as another security if both securities confer upon
the holder or holders thereof substantially the same
rights and privileges, provided, however, that, in the
case of secured evidences of indebtedness, all of which
are issued under a single indenture, differences in the
interest rates or maturity dates of various series thereof
shall not be deemed sufficient to constitute such series
different classes, and provided further that, in the case
of unsecured evidences of indebtedness, differences in the
interest rate or maturity dates thereof shall not be
deemed sufficient to constitute them securities of
different classes, whether or not they are issued under a
single indenture.
(f) Except in the case of a default in the payment of the
principal of or interest on any Securities, or in the payment of any sinking
or purchase fund installment, the Trustee shall not be required to resign as
provided by this Section 7.08 if the Trustee shall have sustained the burden
of proving, on application to the Commission and after opportunity for hearing
thereon, that (i) the default under this Indenture may be cured or waived
during a reasonable period and under the procedures described in such
application, and (ii) a stay of the Trustee's duty to resign will not be
inconsistent with the interests of holders of such series of Securities. The
filing of such an application shall automatically stay the performance of the
duty to resign until the Commission orders otherwise. Any resignation of the
Trustee shall become effective only upon the appointment of a successor
trustee and such successor's acceptance of such appointment."
SECTION 2.04. AMENDMENT TO SECTION 7.09. Section 7.09 of the
Original Indenture is hereby amended to read as follows:
-13-
"SECTION 7.09. REQUIREMENTS FOR ELIGIBILITY OF
TRUSTEE. There shall always be at least one Trustee
hereunder. The Trustee hereunder shall at all times be a
corporation organized and doing business as a commercial
bank under the laws of the United States or any state
thereof or of the District of Columbia or a corporation or
other person permitted to act as a trustee by the
Commission, and, in each case, authorized under such laws
to exercise corporate trust powers, having a combined
capital and surplus of at least $100,000,000, and subject
to supervision or examination by Federal, State or
District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this
Section 7.09, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee
shall cease to be eligible in accordance with the
provisions of this Section 7.09, the Trustee shall resign
immediately in the manner and with the effect specified in
this Article Seven. No obligor upon the Securities or
person directly or indirectly controlling, controlled by
or under common control with such obligor shall serve as
Trustee."
SECTION 2.05. AMENDMENT TO SECTION 7.13. Subsection (a) of
Section 7.13 of the Original Indenture is hereby amended to read as follows:
"(a) Subject to the provisions of subsection (b) of
this Section 7.13, if the Trustee shall be or shall become
a creditor, directly or indirectly, secured or unsecured,
of the Company, of the Guarantor or of any other obligor
on the Securities within three months prior to a default,
as defined in subsection (c) of this Section, or
subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and
hold in a special account for the benefit of the Trustee
individually, the holders of the Securities for which it
is acting as Trustee, and the holders of other indenture
securities (as defined in subsection (c) of this Section
7.13):
(1) an amount equal to any and all reductions in the
amount due and owing upon any claim as such creditor in respect
of principal or interest, effected after the beginning of such
three months' period, and valid as against the Company, the
Guarantor or such other obligor and its other creditors, except
any such reduction resulting from the receipt or disposition of
any property described in paragraph (2) of this subsection, or
from the exercise of any right of set-off which the Trustee
could have exercised if a petition in bankruptcy had been filed
by or
-14-
against the Company or such other obligor, as the case may be,
upon the date of such default; and
(2) all property received by the Trustee in respect of
any claims as such creditor, either as security therefor, or in
satisfaction or composition thereof, or otherwise, after the
beginning of such three months' period, or an amount equal to
the proceeds of any such property if disposed of, subject,
however, to the rights, if any, of the Company or such other
obligor and its other creditors in such property or such
proceeds.
Nothing herein contained, however, shall affect the right
of the Trustee:
(A) to retain for its own account (i) payments made on
account of any such claim by any person (other than the Company
or such other obligor, as the case may be) who is liable
thereon, and (ii) the proceeds of the bona fide sale of any
claim by the Trustee to a third person, and (iii) distributions
made in cash, securities or other property in respect of claims
filed against the Company or such other obligor, as the case
may be, in bankruptcy or receivership or in proceedings for
reorganization pursuant to Title 11 of the United States Code
or applicable State laws;
(B) to realize, for its own account, upon any property
held by it as security for any such claim, if such property was
so held prior to the beginning of such three months' period;
(C) to realize, for its own account, but only to the
extent of the claim hereinafter mentioned, upon any property
held by it as security for any such claim, if such claim was
created after the beginning of such three months' period and
such property was received as security therefor simultaneously
with the creation thereof, and if the Trustee shall sustain the
burden of proving that at the time such property was so
received, the Trustee had no reasonable cause to believe that a
default, as defined in subsection (c) of this Section 7.13
would occur within three months; or
(D) to receive payment on any claim referred to in
paragraph (B) or (C), against the release of any property held
as security for such claim as provided in such paragraph (B) or
(C), as the case may be, to the extent of the fair value of
such property.
For the purposes of paragraphs (B), (C) and (D),
property substituted after the beginning of such three
months' period for property
-15-
held as security at the time of such substitution
shall, to the extent of the fair value of the property
released, have the same status as the property
released, and to the extent that any claim referred to
in any of such paragraphs is created in renewal of or
in substitution for or for the purpose of repaying or
refunding any preexisting claim of the Trustee as such
creditor, such claim shall have the same status as
such preexisting claim.
If the Trustee shall be required to account, the
funds and property held in such special account and the
proceeds thereof shall be apportioned among the Trustee,
the holders of Securities for which it is acting as
Trustee, and the holders of other indenture securities in
such manner that the Trustee, such Securityholders and the
holders of other indenture securities realize, as a result
of payments from such special account and payments of
dividends on claims filed against the Company or such
other obligor, as the case may be, in bankruptcy or
receivership or in proceedings for reorganization pursuant
to Title 11 of the United States Code or applicable State
law, the same percentage of their respective claims,
figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company
or such other obligor, as the case may be, of the funds
and property in such special account and before crediting
to the respective claims of the Trustee, such
Securityholders, and the holders of other indenture
securities dividends on claims filed against the Company
or such other obligor, as the case may be, in bankruptcy
or receivership or in proceedings for reorganization
pursuant to Title 11 of the United States Code or
applicable State law, but after crediting thereon receipts
on account of the indebtedness represented by their
respective claims from all sources other than from such
dividends and from the funds and property so held in such
special account. As used in this paragraph, with respect
to any claim, the term 'dividends' shall include any
distribution with respect to such claim in bankruptcy or
receivership or in proceedings for reorganization pursuant
to Title 11 of the United States Code or applicable State
law, whether such distribution is made in cash, securities
or other property, but shall not include any such
distribution with respect to the secured portion, if any,
of such claim. The court in which such bankruptcy,
receivership or proceeding for reorganization is pending
shall have jurisdiction (i) to apportion among the
Trustee, such Securityholders, and the holders of other
indenture securities, in accordance with the provisions of
this paragraph, the funds and property held in such
special account and the proceeds thereof, or (ii) in lieu
of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in
determining the fairness of the
-16-
distributions to be made to the Trustee, such
Securityholders and the holders of other indenture
securities with respect to their respective claims, in
which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property
held in such special account or as security for any such
claim, or to make a specific allocation of such
distributions as between the secured and unsecured
portions of such claim, or otherwise to apply the
provisions of this paragraph as a mathematical formula.
Any Trustee who has resigned or been removed after
the beginning of such three months' period shall be
subject to the provisions of this subsection (a) as though
such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the
beginning of such three months' period, it shall be
subject to the provisions of this subsection (a) if and
only if the following conditions exist:
(i) the receipt of property or reduction of claim which
would have given rise to the obligation to account, if such
Trustee had continued, as trustee, occurred after the beginning
of such three months' period; and
(ii) such receipt of property or reduction of claim
occurred within three months after such resignation or removal.
In every case commenced under the Bankruptcy Act of
1898, or any amendment thereto enacted prior to November
6, 1978, all references to periods of three months shall
be deemed to be references to periods of four months."
ARTICLE THREE
AMENDMENTS RELATING TO THE
ISSUANCE OF GLOBAL SECURITIES
SECTION 3.01. AMENDMENTS TO SECTION 2.01. Subsection (8) of
Section 2.01 of the Original Indenture is hereby amended to read as follows:
-17-
"(8) whether such series of Securities shall be
issuable as one or more Global Securities and if not, the
denominations in which such series of Securities shall be
issuable (if other than denominations of $1,000 and any
integral multiple thereof) and the form (fully registered
or coupon or both coupon and fully registered) in which
such series of Securities shall be issued,"
Subsections (15) and (16) of Section 2.01 of the Original Indenture shall be
renumbered subsections (16) and (17), respectively and the following new
subsection (15) shall be added:
"(15) if the Securities of such series shall be
issued in whole or in part in the form of one or more
Global Securities, the Depository for such Global Security
or Securities and any additional terms and conditions
relating to such Global Securities not set forth in this
Indenture,"
The second paragraph of Section 2.01 of the Original Indenture shall be
amended to read as follows:
"All Securities of any one series shall be
substantially identical except that any series may have
serial maturities and different interest rates for
different maturities and except as to denomination and the
differences herein specified between Global Securities and
fully registered Securities issued in definitive form and
those between coupon and fully registered Securities."
The third paragraph of Section 2.01 of the Original Indenture shall be amended
to read as follows:
"At any time and from time to time after the
execution and delivery of this Indenture, the Company may
deliver any series of Securities executed by the Company
to the Trustee for authentication by it, and the Trustee
shall thereupon authenticate and deliver said Securities
(or if only a single Global Security, such Global
Security) to or upon the written order of the Company,
signed by an officer of the Company, without any further
corporate action by the Company. In authenticating such
Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to
Section 7.01) shall be fully protected in relying upon:"
-18-
(1) each Certified Resolution relating to such
series of Securities,
(2) an executed supplemental indenture, if any,
relating to such series of Securities,
(3) an Opinion of Counsel to the effect that:
(a) if the terms and form of such Securities have been
established by or pursuant to resolutions of the
Board of Directors of the Company as permitted by
Section 2.02 that such terms and form have been
established in conformity with the provisions of this
Indenture;
(b) that such Securities, when executed and issued by the
Company and authenticated and delivered by the
Trustee in accordance with the provisions of this
Indenture and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and
binding obligations of the Company, except as any
rights thereunder may be limited by applicable
bankruptcy, reorganization, insolvency, liquidation,
conservatorship, readjustment of debt, moratorium or
other similar laws generally affecting the
enforcement of the rights of creditors and subject to
limitations imposed by applicable law or equitable
principles upon the specific enforceability of any of
the remedies, covenants or other provisions of the
Securities and upon the availability of injunctive
relief or other equitable remedies, and
(c) that the Company has complied with all applicable
laws and requirements in respect of the execution and
delivery of such Securities.
SECTION 3.02. AMENDMENT TO SECTION 2.02. The second paragraph
of Section 2.02 of the Original Indenture is amended to read as follows:
"The definitive Securities and each Global Security
may be printed, lithographed or fully or partly engraved
or produced in any other manner, all as determined by the
officers executing such Securities, as evidenced by their
execution thereof."
-19-
SECTION 3.03. AMENDMENT TO SECTION 2.03. Section 2.03 shall
be renamed "Denominations; Payment of Interest on Fully Registered
Securities." In addition, the first paragraph of Section 2.03 of the Original
Indenture is amended to read as follows:
"The Securities of each series may be issued as fully
registered Securities without coupons (including as one or
more Global Securities) or as coupon Securities and in
denominations all as shall be specified as contemplated by
Section 2.01 or, with respect to any Global Security, as
provided in Section 2.09. In the absence of such
provisions with respect to the Securities of any series,
the Securities of such series (other than any Global
Securities) shall be issued in denominations of $1,000 and
any integral multiple thereof."
SECTION 3.04. AMENDMENTS TO SECTION 2.05. The first paragraph
of Section 2.05 of the Original Indenture shall be amended to read as follows:
"Except as provided herein with respect to Global
Securities, Securities of any series may be exchanged for
a like aggregate principal amount of Securities of the
same series of other authorized denominations. Securities
to be exchanged shall be surrendered at the offices or
agencies to be maintained in accordance with the
provisions of Section 11.02 and the Company shall execute
the Security or Securities, and the Trustee shall
authenticate and deliver in exchange therefor the Security
or Securities which the Securityholder making the exchange
shall be entitled to receive."
Section 2.05 of the Original Indenture shall be further amended by adding the
following new third paragraph:
"Notwithstanding any other provision of this Section
2.05, unless and until it is exchanged in whole or in part
for Securities in definitive form, a Global Security
representing all or a portion of the Securities of a
series may not be transferred except as a whole by the
Depository for such series to a nominee of such Depository
or by a nominee of such Depository to such Depository or
another nominee of such Depository or by such Depository
or any such nominee to a successor Depository for such
series or a nominee of such successor Depository."
SECTION 3.05. ADDITION OF NEW SECTION 2.09. The Original
Indenture shall be amended by adding the following new Section 2.09.
-20-
"SECTION 2.09. SECURITIES IN GLOBAL FORM;
DEPOSITARIES. (a) Each Global Security shall: (i)
represent and be denominated in an aggregate amount equal
to the aggregate principal amount of the Securities of the
series to be represented by such Global Security, (ii) be
registered in the name of either the Depository for such
Global Security or the nominee of such Depository, (iii)
be delivered by the Trustee to such Depository or pursuant
to such Depository's written instruction and (iv) bear a
legend substantially to the following effect: 'Unless and
until it is exchanged in whole or in part for Securities
in definitive form, this Global Security may not be
transferred except as a whole by the Depository to a
nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the
Depository or by the Depository or any nominee to a
successor Depository or a nominee of any successor
Depository.' The notation of the record owner's interest
in such Global Security upon the original issuance thereof
shall be deemed to be delivery in connection with the
original issuance of each beneficial owner's interest in
such Global Security. Without limiting the foregoing, the
Company, the Guarantor and the Trustee shall have no
responsibility, obligation or liability with respect to:
(x) the maintenance, review or accuracy of the records of
the Depository or of any of its participating
organizations with respect to any ownership interest in or
payments with respect to such Global Security, (y) any
communication with or delivery of any notice (including
notices of redemption) with respect to the series of
Securities represented by the Global Security to any
person having any ownership interest in such Global
Security or to any of the Depository's participating
organizations or (z) any payment made on account of any
beneficial ownership interest in such Global Security.
(b) If any Security of a series is issuable in the
form of a Global Security or Securities, each such Global
Security may provide that it shall represent the aggregate
amount of outstanding Securities of such series from time
to time endorsed thereon and may also provide that the
aggregate amount of outstanding Securities of such series
represented thereby may from time to time be reduced to
reflect exchanges. Any endorsement of a Global Security
to reflect the amount of outstanding Securities of a
series represented thereby shall be made by the Trustee
and in such manner as shall be specified on such Global
Security. Any instructions by the Company with respect to
a Global Security, after its initial issuance, shall be in
writing but need not comply with Section 14.03 of this
Indenture.
(c) Each Depository designated pursuant to the
provisions of Section 2.01 of this Indenture for a Global
Security must, at the time of
-21-
its designation and at all times while it serves as a
depositary, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any
other applicable statute or regulation. If at any time
the Depository for the Securities of a series notifies
the Company that it is unwilling or unable to continue
as Depository for the Securities of such series or if
at any time the Depository for the Securities of such
series shall no longer be eligible under this Section
2.09, the Company shall appoint a successor Depository
with respect to the Securities of such series. If a
successor Depository for the Securities of such series
is not appointed by the Company within 90 days after
the Company receives such notice or learns of such
ineligibility, the Company shall execute and the
Company shall direct the Trustee to authenticate and
deliver definitive Securities of such series in
authorized denominations in exchange for the Global
Security or Securities. Upon receipt of such
direction, the Trustee shall thereupon authenticate and
deliver the definitive Securities of such series in the
same aggregate principal amount as the Global Security or
Securities representing such series in exchange for such
Global Security or Securities, in accordance with the
provisions of subsection (e) of this Section 2.09, without
any further corporate action by the Company.
(d) The Company may at any time and in its sole
discretion determine that the Securities of any series
issued in the form of one or more Global Securities shall
no longer be represented by such Global Security or
Securities. In such event, the Company will execute and
upon receipt of a written order from the Company, the
Trustee shall thereupon authenticate and deliver
Securities of such series in definitive form and in
authorized denominations in an aggregate principal amount
equal to the principal amount of the Global Security or
Securities representing such series in exchange for such
Global Security or Securities, in accordance with the
provisions of subsection (e) of this Section 2.09 without
any further corporate action by the Company.
(e) Upon any exchange hereunder of the Global
Security or Securities for Securities in definitive form,
such Global Security or Securities shall be canceled by
the Trustee. Securities issued hereunder in exchange for
the Global Security or Securities shall be registered in
such names and in such authorized denominations as the
Depository for such Global Security, pursuant to
instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall
deliver such definitive Securities in exchange for the
Global Security or Securities to the persons in whose name
such definitive Securities have been registered in
accordance with the directions of the Depository.
-22-
SECTION 3.06. AMENDMENT TO SECTION 8.02. Subsection (b) of
Section 8.02 is hereby amended to read as follows:
"(b) The ownership of fully registered Securities of
any series (including Global Securities) shall be proved
by the Register of such Securities of such series, or by
certificates of the Security registrar or registrars
thereof."
SECTION 3.07. AMENDMENT TO SECTION 8.03. Section 8.03 of the
Original Indenture is hereby amended by adding thereto as a new second
paragraph the following:
"If the Securities of any series are issued in the
form of one or more Global Securities, the Depository
therefor may grant proxies to Persons having a beneficial
ownership in such Global Security or Securities for
purposes of voting or otherwise responding to any request
for consent, waiver or other action which the holder of
such Security is entitled to grant or take under this
Indenture and the Trustee shall accept such proxies for
the purposes granted; provided that neither the Trustee
nor the Company shall have any obligation with respect to
the grant of or solicitation by the Depository of such
proxies."
SECTION 3.08. AMENDMENT TO SECTION 11.01. Section 11.01 of
the Original Indenture is hereby amended to read as follows:
"SECTION 11.01. PAYMENT OF PRINCIPAL OF AND
INTEREST ON SECURITIES. The Company covenants that it
will duly and punctually pay or cause to be paid the
principal of and any interest and premium on each of the
Securities in accordance with the terms of the Securities,
any coupons appertaining thereto and this Indenture.
Except with respect to any Global Securities, if the fully
registered Securities of any series bear interest, each
installment of interest on the Securities of such series
may at the option of the Company be paid by mailing a
check or checks for such interest payable to the person
entitled thereto pursuant to Section 2.03 to the address
of such person as it appears on the Register of the
Securities of such series on the applicable Record Date
for such interest payment."
ARTICLE FOUR
AMENDMENTS RELATING TO DISCHARGE; DEFEASANCE
-23-
SECTION 4.01. AMENDMENT TO ARTICLE TWELVE OF THE ORIGINAL
INDENTURE. The amendments to the Original Indenture made by this Section 4.01
shall only apply to Securities issued after the date of this Supplemental
Indenture. Sections 12.01, 12.02 and 12.03 of the Original Indenture are
hereby deleted in their entirety and Section 12.04 of the Original Indenture
is hereby renumbered 12.05. The following new Sections 12.01, 12.02, 12.03
and 12.04 are hereby added to Article Twelve:
"SECTION 12.01. DISCHARGE OF INDENTURE. If the
Company or the Guarantor shall pay and discharge or cause
to be paid or discharged the entire indebtedness on all
Outstanding Securities by paying or causing to be paid the
principal of (including redemption premium, if any) and
interest on the Outstanding Securities, as and when the
same become due and payable or by delivering to the
Trustee, for cancellation by it, all Outstanding
Securities, together with all unpaid coupons belonging
thereto, and if the Company or the Guarantor shall also
pay or cause to be paid all other sums payable hereunder
by the Company or the Guarantor, thereupon, upon written
request of the Company or the Guarantor, and upon receipt
by the Trustee of such certificates, if any, as the
Trustee shall reasonably require, to the effect that all
conditions precedent to the satisfaction and discharge of
the Company's or the Guarantor's, as the case may be,
obligations under this Indenture have been complied with,
this Indenture shall be discharged and terminated and the
Trustee shall forthwith execute proper instruments
acknowledging satisfaction of and discharging and
terminating this Indenture with respect to the Company's
and the Guarantor's obligations hereunder and any such
other interests.
The Company or the Guarantor may at any time
surrender to the Trustee for cancellation by it any
Securities previously authenticated and delivered,
together with all unpaid coupons, if any, thereto
belonging which the Company or the Guarantor may have
acquired in any manner whatsoever, and such Securities and
coupons, upon such surrender and cancellation, shall be
deemed to be paid and retired.
SECTION 12.02. DISCHARGE OF LIABILITY ON SECURITIES
AND COUPONS. Upon the deposit with the Trustee, in trust,
at or before maturity, of money or securities of the kind
and in the necessary amount (as provided in Section 12.04
of this Indenture) to pay or redeem Outstanding Securities
(whether upon or prior to their maturity or the Redemption
Date of such Securities, provided that, if such Securities
are to be redeemed prior to the maturity thereof, notice
of such redemption shall have been given as in Article
Three hereof provided or provision
-24-
satisfactory to the Trustee shall have been made for the
giving of such notice), the obligation of the Company duly
and punctually to pay or cause to be paid the principal of
and any interest and premium in respect of such Securities
and any coupons appertaining thereto and all liability of the
Company and the Guarantor in respect of such payment shall
cease, terminate and be completely discharged and the
holders thereof shall thereafter be entitled only to
payment out of the money or securities deposited with the
Trustee as aforesaid for their payment; provided, however,
that this discharge of the Company's obligation so to pay
and of the liability of the Company and the Guarantor in
respect of such payment shall not occur unless the Company
shall have delivered to the Trustee an Opinion of Counsel
to the effect that holders of the Securities of such
Series will not recognize income, gain or loss for Federal
income tax purposes as a result of such discharge.
SECTION 12.03. DISCHARGE OF CERTAIN COVENANTS AND
OTHER OBLIGATIONS. Upon the deposit with the Trustee, in
trust, prior to maturity of money or securities of the
kind and in the necessary amount (as provided in Section
12.04 of this Indenture) to pay or redeem Outstanding
Securities of one or more Series (whether upon or prior to
their maturity or the Redemption Date of such Securities,
provided that, if such Securities are to be redeemed prior
to the maturity thereof, notice of such redemption shall
have been given as in Article Three hereof provided or
provision satisfactory to the Trustee shall have been made
for the giving of such notice), all of the obligations,
covenants and agreements of the Guarantor with respect to
such Securities under Sections 4.04, 4.05, 4.06 and 4.07
hereof shall cease, terminate and be completely
discharged.
SECTION 12.04. DISCHARGE OF CERTAIN OBLIGATIONS UPON
DEPOSIT OF MONEY OR SECURITIES WITH TRUSTEE. The
conditions for deposit of money or securities contained in
Sections 12.02 and 12.03 shall have been satisfied
whenever with respect to any Securities and any coupons
appertaining thereto denominated in United States Dollars,
the Company or the Guarantor shall have deposited or
caused to be deposited irrevocably in trust with the
Trustee dedicated solely to the benefit of the holders of
such Securities and any such coupons:
(a) Lawful money of the United States of
America in an amount equal to the principal
amount of such Securities and all unpaid
interest thereon to maturity, except that, in
the case of Securities which are to be redeemed
prior to maturity, the amount so to be deposited
-25-
or held shall be the principal amount of such
Securities and interest thereon to the
Redemption Date, together with the redemption
premium, if any; or
(b) Direct obligations of the United
States of America or obligations the principal
of and interest on which are guaranteed by the
United States of America (which obligations are
not subject to redemption prior to maturity at
the option of the issuer), in such amounts and
maturing at such times that the proceeds of said
obligations to be received upon their respective
maturities and interest payment dates will
provide funds sufficient to pay the principal,
premium, if any, and interest to maturity, or to
the Redemption Date, as the case may be, with
respect to all of the Securities to be paid or
redeemed, as such principal, premium and
interest become due, provided that the Trustee
shall have been irrevocably instructed to apply
the proceeds of said obligations to the payment
of said principal, premium, if any, and interest
with respect to said Securities.
The conditions for deposit of money or securities
contained in Sections 12.02 and 12.03 shall have been
satisfied whenever with respect to any Securities and any
coupons appertaining thereto denominated in one or more
currencies or composite currency other than United States
Dollars, the Company or the Guarantor shall have deposited
or caused to be deposited irrevocably in trust with the
Trustee dedicated solely to the benefit of the holders of
such Securities and any such coupons:
(i) Lawful money in such currency,
currencies or composite currency in which such
Securities are payable and in an amount equal to
the principal amount of such Securities and all
unpaid interest thereon to maturity, except
that, in the case of Securities which are to be
redeemed prior to maturity, the amount so to be
deposited or held shall be the principal amount
of such Securities and interest thereon to the
Redemption Date, together with the redemption
premium, if any; or
(ii) Either (1) direct obligations of the
government that issued or caused to be issued
the currency in which such Securities and
coupons are payable, for which obligations the
full faith and credit of the government is
-26-
pledged (which obligations are not subject to
redemption prior to maturity at the option of
the issuer) or (2) obligations of a Person
controlled or supervised by and acting as an
agency or instrumentality of such government the
timely payment of which is unconditionally
guaranteed as a full faith and credit obligation
by such government (which obligations are not
subject to redemption prior to maturity at the
option of the issuer), in either case, in such
amounts and maturing at such times that the
proceeds of said obligations to be received upon
their respective maturities and interest payment
dates will provide funds sufficient to pay the
principal, premium, if any, and interest to
maturity, or to the Redemption Date, as the case
may be, with respect to all of the Securities to
be paid or redeemed, as such principal, premium
and interest become due, provided that the
Trustee shall have been irrevocably instructed
to apply the proceeds of said obligations to the
payment of said principal, premium, if any, and
interest with respect to said Securities."
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 5.01. PROVISIONS OF THE ORIGINAL INDENTURE. Except
insofar as herein otherwise expressly provided, all the definitions,
provisions, terms and conditions of the Original Indenture shall be deemed to
be incorporated in and made a part of this First Supplemental Indenture; and
the Original Indenture, as amended and supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and the Original
Indenture and this First Supplemental Indenture shall be read, taken and
considered as one and the same instrument.
SECTION 5.02. SEPARABILITY OF INVALID PROVISIONS. In case any
one or more of the provisions contained in this First Supplemental Indenture
should be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions contained
in this First Supplemental Indenture, and to the extent and only to the extent
that any such provision is invalid, illegal or unenforceable, this First
Supplemental Indenture shall be construed as if such provision had never been
contained herein.
-27-
SECTION 5.03. EXECUTION IN COUNTERPARTS. This First
Supplemental Indenture may be simultaneously executed and delivered in any
number of counterparts, each of which when so executed and delivered shall be
deemed to be an original.
IN WITNESS WHEREOF, CHEVRON CAPITAL U.S.A. INC. has caused this
First Supplemental Indenture to be signed and acknowledged by its President or
any one of its Vice-Presidents and CHEVRON CORPORATION has caused this First
Supplemental Indenture to be signed by its Chairman of the Board or one of the
Vice-Chairmen of the Board or one of its Vice-Presidents and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION) has caused this First Supplemental
Indenture to be signed and acknowledged by one of its Vice-Presidents or
Second Vice-Presidents and by one of its Assistant Secretaries, all as of the
day and year first written above.
CHEVRON CAPITAL U.S.A. INC.
By R.F. Dautel
_________________________________________
CHEVRON CORPORATION
By H.B. Sheppard
_________________________________________
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee
By J.D. Heaney
_________________________________________
Vice-President
By Mary Leewicki
_________________________________________
Assistant Secretary
-28-