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As filed with the Securities and Exchange Commission on April 6, 1995.
Registration No. ________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
CHEVRON CORPORATION
(Exact name of Issuer as specified in its charter)
Delaware 94-0890210
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 Bush Street
San Francisco, CA 94104
(415) 894-7700
(Address, including zip code, and telephone number, including area code,
of Issuer's principal executive offices)
M. J. McAULEY, Secretary
225 Bush Street
San Francisco, CA 94104
(415) 894-7700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Ruth Modisette, Esq. Blair W. White, Esq. Peter H. Darrow, Esq.
Pillsbury Madison Pillsbury Madison Cleary, Gottlieb, Steen
& Sutro & Sutro & Hamilton
725 S. Figueroa St., P.O. Box 7880 One Liberty Plaza
Suite 1200 San Francisco, CA 94120 New York, NY 10006
Los Angeles, CA 90071-2513
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
maximum maximum
Title of each class aggregate aggregate Amount of
of securities to be Amount to be price per offering registration
registered registered (1) unit (2) price (2) fee
- ------------------------------------------------------------------------------
Debt Securities...... $600,000,000 100% $600,000,000 $206,896.55
==============================================================================
(1) Or, if any Securities are issued at original issue discount, such greater
amount as shall result in aggregate proceeds of $600,000,000 to the
Issuer.
(2) Estimated solely for the purposes of calculating the registration fee.
Pursuant to Rule 429, the Prospectus contained in this Registration
Statement also relates to Registration Statement No. 2-98466, and such
Prospectus will be used in connection with the Debt Securities covered
thereby.
The Issuer hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Issuer shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
SUBJECT TO COMPLETION, DATED APRIL 6, 1995
PROSPECTUS
- ----------
CHEVRON CORPORATION
DEBT SECURITIES
Chevron Corporation, a Delaware corporation ("Chevron"), may offer from
time to time debt securities (the "Securities") up to an amount resulting in
aggregate proceeds of $1,000,000,000 (or, if the Securities are denominated in
another currency, the equivalent thereof at the time of the offering) to
Chevron, which will be offered to the public on terms determined by market
conditions at the time of sale.
The Securities may be issued in one or more series (each, a "Series"),
with the same or various maturities, at par, at a premium or with an original
issue discount. Chevron may offer Securities through underwriters or agents,
or directly to investors or dealers. See "Plan of Distribution." As used
herein, Securities include securities denominated in U.S. Dollars or, at the
option of Chevron and as specified in the applicable Prospectus Supplement,
in any other currency, including composite currencies such as the European
Currency Unit.
The specific designation, aggregate principal amount, purchase price,
maturity, interest rate or rates or method of calculating such rate or rates,
interest payment dates, any redemption provisions (including any sinking fund)
of the Securities and the name and compensation of any agent, dealer
or underwriter in connection with the sale of the Securities with respect to
which this Prospectus is being delivered are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement") together with the terms of
offering of the Securities.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ________________, 1995.
AVAILABLE INFORMATION
Chevron is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). All of the reports,
proxy statements and other documents filed by Chevron with the Commission,
including the documents incorporated by reference herein, may be inspected and
copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional
Offices of the Commission: 75 Park Place, 14th Floor, New York, New York
10007; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of all such reports, proxy statements and
other documents can also be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, certain reports, proxy statements and other information
may be inspected and copied at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10015; the Chicago Stock Exchange,
440 South LaSalle Street, Chicago, Illinois 60605; and The Pacific Stock
Exchange, Inc., 301 Pine Street, San Francisco, California 94104 and 618 South
Spring Street, Los Angeles, California 90014. Chevron is not required to,
and does not, provide annual reports to holders of its debt securities unless
specifically requested to do so by such a holder.
Chevron has filed with the Commission a registration statement on
Form S-3 (such registration statement, together with all amendments and
exhibits, is referred to herein as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information, reference is hereby made to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document filed by Chevron with the Commission are
incorporated by reference in this Prospectus:
(1) Chevron's Current Report on Form 8-K, dated January 24, 1995.
(2) Chevron's Current Report on Form 8-K, dated February 27, 1995.
(3) Chevron's Current Report on Form 8-K, dated March 10, 1995.
(4) Chevron's Current Report on Form 8-K, dated March 10, 1995.
(5) Chevron's Annual Report on Form 10-K for the year ended December
31, 1994.
All documents filed by Chevron pursuant to Sections 13, 14 or 15(d) of the
Exchange Act after the date hereof and prior to the termination of the
distribution of the Securities shall also be deemed to be incorporated by
reference herein and be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Upon written or oral request, Chevron will provide, without charge, to
each person to whom a copy of this Prospectus has been delivered a copy of any
or all of the documents (without exhibits other than exhibits specifically
incorporated by reference into such documents) incorporated by reference into
this Prospectus. Requests for such copies should be directed to: Chevron
Corporation, 225 Bush Street, San Francisco, California 94104, Attention:
Office of the Comptroller (telephone: (415) 894-7700).
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CHEVRON
Chevron is a major international oil company. It provides
administrative, financial and management support for, and manages its
investment in, domestic and foreign subsidiaries and affiliates, which engage
in fully integrated petroleum operations, chemical operations, real estate
development and other mineral and energy related activities in the United
States and approximately 100 other countries. Petroleum operations consist of
exploring for, developing and producing crude oil and natural gas;
transporting crude oil, natural gas and petroleum products by pipelines,
marine vessels and motor equipment; refining crude oil into finished petroleum
products; and marketing crude oil, natural gas and the many products derived
from petroleum. Chemical operations include the manufacture and marketing of
a wide range of chemicals for industrial uses.
Chevron's executive offices are located at 225 Bush Street, San
Francisco, California 94104. Chevron's telephone number is (415) 894-7700.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes, including refinancing a portion of the existing
commercial paper borrowings or long-term debt of Chevron or subsidiaries of
Chevron incorporated under the laws of one of the states of the United States
of America, or financing capital programs.
CAPITALIZATION OF CHEVRON
The capitalization of Chevron and its consolidated subsidiaries as of December
31, 1994 is set forth in the following table.
December 31, 1994
(in millions)
------------------
Short-term debt . . . . . . . . . . . . . . . . . . $ 4,014
Long-term debt:
Long-term debt . . . . . . . . . . . . . . . . 3,955
Capital lease obligations . . . . . . . . . . . 173
-------
Total debt . . . . . . . . . . . . . . . . $ 8,142
=======
Stockholders' equity:
Preferred Stock--$1.00 par value . . . . . . . ---
Authorized--100,000,000 shares
Issued--None
Common Stock--$1.50 par value . . . . . . . . . $ 1,069
Authorized--1,000,000,000 shares
Issued--712,487,068 shares
Capital in excess of par value . . . . . . . . 1,858
Deferred Compensation--Employee Stock
Ownership Plan . . . . . . . . . . . . . . . (900)
Currency translation adjustment and other . . . 175
Retained earnings . . . . . . . . . . . . . . . 14,457
Treasury Stock, at cost (60,736,435 shares) . . (2,063)
-------
Total stockholders' equity . . . . . . . . $14,596
-------
Total debt and stockholders' equity . . . $22,738
=======
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SELECTED FINANCIAL INFORMATION OF CHEVRON
AND RATIO OF EARNINGS TO FIXED CHARGES
The selected financial information presented in the table below
should be read in conjunction with the consolidated financial statements and
related notes contained in Chevron's Annual Report on Form 10-K for the
year ended December 31, 1994 referred to herein under "Incorporation of
Certain Documents by Reference." The selected financial information for each
of the five years in the period ended December 31, 1994 has been derived from
audited financial statements. Chevron adopted Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" and No. 109, "Accounting for Income Taxes",
effective January 1, 1992.
Year Ended December 31,
--------------------------------------------
Dollars in millions 1994 1993 1992 1991 1990
- ------------------- ------- ------- ------- ------- -------
Sales and other
operating revenues .............. $35,130 $36,191 $38,212 $38,118 $41,540
Equity in net income of
affiliates and other income ..... 724 891 1,465 825 1,026
Total costs ...................... 33,051 34,656 36,214 36,691 38,353
------- ------- ------- ------- -------
Income before income tax expense
and cumulative effect of changes
in accounting principles ........ $ 2,803 $ 2,426 $ 3,463 $ 2,252 $ 4,213
Income tax expense ............... 1,110 1,161 1,253 959 2,056
------- ------- ------- ------- -------
Income before cumulative effect
of changes in accounting
principles ...................... $ 1,693 $ 1,265 $ 2,210 $ 1,293 $ 2,157
Cumulative effect of changes in
accounting principles ........... -- -- (641) -- --
------- ------- ------- ------- -------
Net income ....................... $ 1,693 $ 1,265 $ 1,569 $ 1,293 $ 2,157
======= ======= ======= ======= =======
Ratio of earnings to fixed
charges of Chevron on a total
enterprise basis ................ 5.31 5.23 6.35 4.34 6.07
The ratios of earnings to fixed charges set forth in the table above are
computed using amounts for Chevron as a whole, including its majority owned
subsidiaries and its proportionate share of 50 percent owned entities
(primarily the Caltex Group of Companies). For the purpose of determining
earnings in the calculation of the ratios, equity in net income of less than
50 percent owned affiliates is adjusted to the amounts of distributions
received (but not undistributed amounts). In addition, consolidated income
before cumulative effect of changes in accounting principles is increased by
income taxes, previously capitalized interest charged to earnings during the
period, the minority interest's share of net income, and fixed charges,
excluding capitalized interest. Fixed charges consist of interest on debt
(including capitalized interest and amortization of debt discount and expense)
and a portion of rentals determined to be representative of interest.
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DESCRIPTION OF THE SECURITIES
THE FOLLOWING DESCRIPTIVE STATEMENTS RELATING TO THE SECURITIES TO WHICH
ANY PROSPECTUS SUPPLEMENT MAY RELATE ARE SUMMARIES AND DO NOT PURPORT TO BE
COMPLETE. SUCH SUMMARIES MAKE USE OF TERMS DEFINED IN THE INDENTURE
HEREINAFTER DESCRIBED AND ARE QUALIFIED IN THEIR ENTIRETY BY EXPRESS REFERENCE
TO THE SECURITIES AND THE INDENTURE, A COPY OF WHICH IS FILED AS AN EXHIBIT TO
THE REGISTRATION STATEMENT.
The Securities will be issued under an Indenture, dated as of
___________________, 1995 (the "Indenture") between Chevron and Chemical
Bank, as Trustee (the "Trustee"). The Indenture provides that Securities may
be issued thereunder without limitation as to aggregate principal amount. See
"Description of the Indenture."
Reference is made to the applicable Prospectus Supplement for any Series
of Securities for the following terms: (1) the designation of such Series of
Securities, (2) the aggregate principal amount of such Series of Securities,
(3) the stated maturity or maturities for payment of principal of such Series
of Securities and any sinking fund or analogous provisions, (4) the rate or
rates at which such Series of Securities shall bear interest or the method of
calculating such rate or rates of interest and the interest payment dates for
such Series of Securities, (5) the currencies or composite currency in which
principal of and interest and any premium on such Series of Securities shall
be payable (if other than United States Dollars), (6) the redemption date or
dates, if any, and the redemption price or prices and other applicable
redemption provisions for such Series of Securities, (7) whether such Series
of Securities shall be issued as one or more Global Securities, and, if so,
the Depository for such Global Security or Securities, (8) if not issued as
one or more Global Securities, the denominations in which such Series of
Securities shall be issuable (if other than denominations of $1,000 and any
integral multiple thereof), (9) the date from which interest on such Series of
Securities shall accrue, (10) the basis upon which interest on such Series of
Securities shall be computed (if other than on the basis of a 360-day year of
twelve 30-day months), (11) if other than the principal amount thereof, the
portion of the principal amount of such Series of Securities which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
the Indenture, (12) if other than the Trustee, the person or persons who shall
be registrar for such Series of Securities, (13) the Record Date and (14) any
other term or provision relating to such Series of Securities which is not
inconsistent with the provisions of the Indenture.
DESCRIPTION OF THE INDENTURE
THE FOLLOWING DESCRIPTIVE STATEMENTS RELATING TO THE INDENTURE ARE
SUMMARIES AND DO NOT PURPORT TO BE COMPLETE. SUCH SUMMARIES MAKE USE OF TERMS
DEFINED IN THE INDENTURE AND ARE QUALIFIED IN THEIR ENTIRETY BY EXPRESS
REFERENCE TO THE INDENTURE AND THE CITED PROVISIONS THEREOF, A COPY OF WHICH
IS FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT.
COVENANTS OF CHEVRON
CORPORATE EXISTENCE. Chevron covenants that, so long as any of the
Securities are Outstanding, it will maintain its corporate existence, will not
dissolve, sell or otherwise dispose of all or substantially all of its assets
and will not consolidate with or merge into another corporation or permit one
or more other corporations to consolidate with or merge into it; PROVIDED,
HOWEVER, that Chevron may consolidate with or merge into another corporation
or permit one or more other corporations to consolidate with or merge into it,
or sell or otherwise transfer to another corporation all or substantially all
of its assets as an entirety and thereafter dissolve, if the surviving,
resulting or transferee corporation, as the case may be, (i) shall be
incorporated and existing under the laws of one of the States of the United
States of America, (ii) assumes, if such corporation is not Chevron, all of
the obligations of Chevron under the Indenture and (iii) is not, after such
transaction, otherwise in default under any provision of the Indenture.
SECURITIES TO BE SECURED IN CERTAIN EVENTS. If, upon any consolidation
or merger of Chevron, any Principal Property (as hereinafter defined) would
thereupon become subject to any mortgage, security interest, pledge, lien or
other encumbrance (the "Attaching Lien"), Chevron, prior to any such
consolidation or merger, will secure the Outstanding Securities (together
with, if Chevron shall so determine, any other indebtedness of, or guaranteed
by,
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Chevron ranking equally with the Securities and then existing or
thereafter created) equally and ratably with the debt or other obligation
secured by the Attaching Lien unless such debt or other obligation secured by
the Attaching Lien could have been incurred by Chevron or a Restricted
Subsidiary (as hereinafter defined) without being required by the provisions
of the covenant "Limitations on Liens" hereinafter described (whether or not
such covenant may be applicable to any Series of Securities) to secure the
Securities equally and ratably therewith.
LIMITATIONS ON LIENS. Chevron covenants and agrees that it will not
itself and will not permit any Restricted Subsidiary to issue, assume or
guarantee any Debt (as hereinafter defined) secured by a "lien" (as
hereinafter defined), on any Property (as hereinafter defined), without
effectively providing that the Securities (together with, if Chevron shall so
determine, any other Debt of Chevron or such Restricted Subsidiary then
existing or thereafter created ranking equally with the Securities, including
guarantees of indebtedness of others) shall be secured equally and ratably
with (or prior to) such Debt, so long as such Debt shall be so secured, except
that this covenant shall not apply to Debt secured by:
(1) liens on Property of any corporation existing at the time such
corporation becomes a Restricted Subsidiary;
(2) liens on Property existing at the time of acquisition thereof
or to secure the payment of all or any part of the purchase price thereof
or to secure any Debt incurred prior to, at the time of or within 24
months after the acquisition of such Property for the purpose of
financing all or any part of the purchase price thereof;
(3) liens on particular Property to secure any Debt incurred to
provide funds for all or any part of the cost of exploration, drilling or
development of such Property or the cost of improvements to such
Property;
(4) liens which secure Debt owing by a Restricted Subsidiary to
Chevron or any Subsidiary;
(5) liens on personal property, other than shares of stock or
indebtedness of any Restricted Subsidiary, to secure loans maturing not
more than one year from the date of the creation thereof;
(6) liens on Property to secure Debt or other indebtedness incurred
in connection with any financings done in accordance with the provisions
of Section 103 of the Internal Revenue Code of 1986; and
(7) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any lien
referred to in the foregoing subparagraphs (1) to (6), inclusive, or of
any Debt secured thereby; PROVIDED that such extension, renewal or
replacement mortgage shall be limited to all or any part of the same
Property that secured the lien extended, renewed or replaced (plus
improvements on such Property).
Notwithstanding the restrictions contained in this covenant, Chevron may,
and may permit any Restricted Subsidiary to, issue, assume or guarantee Debt
secured by liens on property of the types to which this covenant applies and
which are not excepted by the foregoing clauses (1) through (7) without
equally and ratably securing the Securities, PROVIDED that the sum of all such
Debt then being issued, assumed or guaranteed and the aggregate of
Attributable Debt (as hereinafter defined) with respect to sale and leaseback
arrangements of Chevron and any Restricted Subsidiary permitted by the
covenant "Limitation on Sale and Leaseback" hereinafter described does not
exceed ten percent of Chevron's Consolidated Adjusted Tangible Assets (as
hereinafter defined) prior to the time such Debt was issued, assumed or
guaranteed.
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The following types of transactions, among others, shall not be deemed to
create Debt secured by liens within the meaning of those terms as hereinafter
defined:
(a) the sale or other transfer of (i) oil, gas or other minerals in
place for a period of time until, or in an amount such that, the
purchaser will realize therefrom a specified amount of money (however
determined) or a specified amount of such minerals, or (ii) any other
interest in property of the character commonly referred to as a
"production payment"; and
(b) the mortgage or pledge of any property of Chevron or any
Subsidiary in favor of the United States, or any State, or any
department, agency or instrumentality of either, to secure partial,
progress, advance or other payments to Chevron or any Subsidiary pursuant
to the provisions of any contract or statute.
LIMITATION ON SALE AND LEASEBACK. Chevron covenants that it will not
itself, and will not permit any Restricted Subsidiary to, enter into any
arrangement (except for temporary leases for a term of not more than three
years, or except for sale or transfer and leaseback transactions involving the
acquisition or improvement of Principal Properties PROVIDED that the amount
of consideration received at the time of sale or transfer by Chevron or such
Restricted Subsidiary for the property so sold or transferred shall be applied
as set forth in subparagraph (2) below) with any bank, insurance company or
other lender or investor, or to which any such lender or investor is a party,
providing for the leasing to Chevron or any Restricted Subsidiary of any
Principal Property which has been or is to be sold or transferred by Chevron
or any Restricted Subsidiary to such lender or investor or to any Person to
whom funds have been or are to be advanced by such lender or investor on the
security of such property unless, either:
(1) Chevron or any Restricted Subsidiary could create Debt secured
by a mortgage pursuant to the covenant "Limitations on Liens" (previously
described) on the property to be leased without equally and ratably
securing the Securities or
(2) Chevron within the 12 months preceding such sale or transfer or
the 12 months following such sale or transfer, regardless of whether such
sale or transfer may have been made by Chevron or by a Restricted
Subsidiary, has applied or applies an amount equal to the greater of (a)
the net proceeds of the sale of the property leased pursuant to such
arrangement or (b) the fair value of the property so leased at the time
of entering into such arrangement:
(a) to the voluntary retirement of debt of Chevron or of a
Restricted Subsidiary or debt of a Subsidiary or the Company
guaranteed by Chevron which debt matures by its terms more than one
year after the date on which it was originally incurred
(collectively herein called "funded debt"); PROVIDED that there
shall be credited against the amount required by subparagraph (2) to
be applied to the retirement of funded debt an amount equal to:
(i) the principal amount of any Securities delivered
within the 12 months preceding such sale or transfer or the 12
months following such sale or transfer to the Trustee for
voluntary retirement and cancellation, and
(ii) the principal amount of funded debt, other than
Securities, voluntarily retired by Chevron within 12 months
before or after such sale; or
(b) to the acquisition, development or improvement of a
Principal Property or Principal Properties.
DEFINITIONS APPLICABLE TO COVENANTS. The Indenture defines the term
"ATTRIBUTABLE DEBT" for a sale-leaseback transaction as the lesser of (a) the
fair value of the property subject to the transaction (as determined by the
Board of Directors of Chevron) or (b) the present value of rent for the
remaining term of the lease. The term "CONSOLIDATED ADJUSTED TANGIBLE ASSETS"
is defined as the consolidated total assets of Chevron and its subsidiaries as
reflected in
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Chevron's most recent consolidated balance sheet prepared in accordance with
Chevron's accounting policies and generally accepted accounting principles,
less (a) goodwill, trademarks, trade names, patents, unamortized debt discount
and expense and other deferred charges, (b) total current liabilities except
for (i) notes and loans payable, (ii) maturities of long-term debt and (iii)
current maturities of obligations under capital leases and (c) deferred
credits and other noncurrent obligations (including minority interests in
consolidated subsidiaries and reserves--employee annuity plans and other
reserves which may hereafter be defined in Chevron's accounting policies).
The term "DEBT" is defined as notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed. The term "LIEN" is defined as a
pledge or mortgage or lien. The term "PRINCIPAL PROPERTY" is defined as any
oil or gas producing property located in the United States of America, onshore
or offshore, or any refinery or manufacturing plant located in the United
States of America, in each case now owned or hereafter acquired by Chevron or
a Restricted Subsidiary, except any oil or gas producing property, refinery or
plant that in the opinion of the Board of Directors of Chevron is not of
material importance to the total business conducted by Chevron and its
consolidated Subsidiaries. The term "PROPERTY" is defined as Principal
Properties or any shares of stock of or indebtedness of any Restricted
Subsidiary. The term "RESTRICTED SUBSIDIARY" is defined as any Subsidiary of
Chevron that has substantially all of its assets located in the United States
of America and owns a Principal Property, and in which Chevron's direct or
indirect capital investment, together with the outstanding balance of (i) any
loans or advances made to such Subsidiary by Chevron or any other Subsidiary
and (ii) any debt of such Subsidiary guaranteed by Chevron or any other
Subsidiary exceeds $100 million. The term "SUBSIDIARY" of Chevron is defined
in the Indenture as any corporation at least a majority of the outstanding
securities of which having ordinary voting power (other than securities having
such power only by reason of the happening of a contingency) is owned by
Chevron or by one or more Subsidiaries or by Chevron and one or more
Subsidiaries.
ANY ADDITIONAL COVENANTS. Any additional covenants of Chevron with
respect to any particular Series of Securities will be described in the
Prospectus Supplement relating to such Series.
The Indenture does not contain any covenants specifically designed to
protect Holders of the Securities against a reduction in the creditworthiness
of Chevron in the event of a highly leveraged transaction. The Indenture does
not limit the amount of additional indebtedness that may be incurred by
Chevron or any of its Subsidiaries.
EVENTS OF DEFAULT
The Indenture defines an "Event of Default" with respect to any
particular Series of the Securities as being any one of the following events:
(1) default in the payment of interest on any Security of such Series and the
continuance of such default for a period of 30 days, or (2) default in the
payment of all or any part of the principal of or any premium on any Security
of such Series when due whether at maturity, by proceedings for redemption, by
declaration or otherwise, or (3) default in the satisfaction of any sinking
fund payment obligation relating to such Series of Securities, when due and
payable, or (4) failure on the part of Chevron to observe or perform in any
material respect any other agreements or covenants contained in the Securities
of such Series, the Indenture or any supplemental indenture relating thereto,
specifically contained for the benefit of the Holders of the Securities of
such Series, and continuance of the default for a period of 90 days after
notice has been given to Chevron by the Trustee, or to Chevron and the Trustee
by the Holders of not less than 25% in principal amount of the Securities of
such Series and all other Series so benefitted (all Series voting as one
class) at the time Outstanding under the Indenture, or (5) certain events of
bankruptcy, insolvency or reorganization involving Chevron. An Event of
Default with respect to a Series of Securities will not necessarily constitute
an Event of Default with respect to any other Series of Securities.
If an Event of Default occurs with respect to the Securities of any one
or more particular Series and is continuing, the Trustee, by notice to
Chevron, or the Holders of not less than 25% in principal amount of the
Securities of each such Series, by notice in writing to Chevron and to the
Trustee, may declare the principal amount (or, if the Securities of any such
Series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such Series) of all the Securities
of such Series, together with any accrued interest, to be immediately due and
payable.
-7-
The foregoing provisions, however, are subject to the condition that if,
at any time after the principal amount of the Securities of any one or more
Series (or of all the Securities, as the case may be) shall have been so
declared due and payable, and before any judgment or decree for the payment of
moneys due shall have been obtained or entered as hereinafter provided,
Chevron shall pay or shall deposit with the Trustee a sum sufficient to pay
any matured installments of interest upon all the Securities of such Series
(or upon all the Securities, as the case may be) and the principal of any and
all Securities of such Series (or of any and all the Securities, as the case
may be) which shall have become due otherwise than by declaration (with
interest on overdue installments of interest to the extent permitted by law
and on such principal at the rate or rates of interest borne by, or prescribed
therefor in, the Securities of such Series to the date of such payment or
deposit) and the amounts payable to the Trustee under the Indenture and any
and all defaults under the Indenture with respect to Securities of such Series
(or all Securities, as the case may be), other than the non-payment of
principal of and any accrued interest on Securities of such Series (or any
Securities, as the case may be) which shall have become due by declaration
shall have been cured, remedied or waived as provided in the Indenture--then
and in every such case the Holders of a majority in principal amount of the
Securities of such Series (or of all the Securities, as the case may be) then
Outstanding (such Series or all Series voting as one class if more than one
Series are so entitled) by written notice to Chevron and to the Trustee, may
rescind and annul such declaration and its consequences; but no such
rescission and annulment shall extend to or shall affect any subsequent
default, or shall impair any right consequent thereon.
If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment
of principal or any premium or interest on the Securities of the Series to
which the default relates or to enforce the performance of any provision of
such Series of Securities or the Indenture.
The Holders of a majority in principal amount of the outstanding
Securities of any Series may waive any past Event of Default with respect of
such Series and its consequences, except a continuing default in the payment
of the principal of or any redemption premium or interest on such Securities
or in the satisfaction of any sinking fund obligation relating to such Series
of Securities or in respect of a covenant or provision of the Indenture which
cannot be modified or amended without the consent of the Holder of each
Security so affected.
MODIFICATIONS OF THE INDENTURE
The Indenture provides that Chevron and the Trustee may enter into a
supplemental indenture to amend the Indenture or the Securities without the
consent of any Securityholder: (1) to cure any ambiguity, defect or
inconsistency; (2) to permit a successor to assume Chevron's obligations under
the Indenture as permitted by the Indenture; (3) to eliminate or change any
provision of the Indenture if such does not adversely affect the rights of any
outstanding Securityholder; (4) to provide for the issuance and establish the
terms and conditions of Securities of any Series; (5) to add to the covenants
of Chevron further covenants, restrictions or conditions for the protection of
the Holders of all or any particular Series of Securities; or (6) to appoint,
at the request of the Trustee, a successor Trustee for a particular Series of
Securities to act as such pursuant to the provisions of the Indenture.
The Indenture and the rights and obligations of Chevron and of the
Holders of the Securities may be modified or amended at any time with the
consent of the Holders of not less than a majority in aggregate principal
amount of all Series of the Securities at the time Outstanding and affected by
such modification or amendment (voting as one class); PROVIDED, HOWEVER, that
without the consent of the Holder of the Securities affected, no such
modification or amendment shall, among other things, change the fixed maturity
or redemption date thereof, reduce the rate of interest thereon or alter the
method of determining such rate of interest, extend the time of payment of
interest, reduce the principal amount thereof, reduce any premium payable upon
the redemption thereof, or change the coin or currency in which any Securities
or the interest thereon are payable or impair the right to institute suit for
the enforcement of any such payment, or reduce the percentage of the Holders
of such Securities whose consent is required for any such modification or
amendment or change the time of payment or reduce the amount of any minimum
sinking account or fund payment or modify any provisions of the Indenture
relating to the amendment thereof or the creation of a supplemental indenture
(unless the change increases the rights of the Holders).
-8-
DEFEASANCE AND DISCHARGE
All liability of Chevron in respect to any Outstanding Securities shall
cease, terminate and be completely discharged IF Chevron shall (a) deposit
with the Trustee, in trust, at or before maturity, lawful money or direct
obligations of the United States of America (or in the case of Securities
denominated in a currency other than U.S. Dollars, of the government that
issued such currency), or obligations the principal of and interest on which
are guaranteed by the United States of America (or in the case of Securities
denominated in a currency other than U.S. Dollars, guaranteed by the
government that issued such currency), in such amounts and maturing at such
times that the proceeds of such obligations to be received upon the respective
maturities and interest payment dates will provide funds sufficient to pay the
principal of and interest and any premium to maturity or to the redemption
date, as the case may be, with respect to such Securities, and (b) deliver to
the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such discharge. All obligations of Chevron to comply
with certain covenants applicable to any Outstanding Securities, including
those described herein under "Covenants of Chevron", shall cease IF Chevron
shall deposit with the Trustee, in trust, at or before maturity, lawful money
or direct obligations of the United States of America (or in the case of
Securities denominated in a currency other than U.S. Dollars, of the
government that issued such currency), or obligations the principal of and
interest on which are guaranteed by the United States of America (or in the
case of Securities denominated in a currency other than U.S. Dollars, by the
government that issued such currency), in such amounts and maturing at such
times that the proceeds of such obligations to be received upon the respective
maturities and interest payment dates will provide funds sufficient to pay the
principal of and interest and any premium to maturity or to the redemption
date, as the case may be, with respect to such Securities.
GOVERNING LAW
The Indenture and each Security are to be deemed to be contracts made
under the laws of the State of New York, and for all purposes are to be
construed in accordance with such laws.
CONCERNING THE TRUSTEE
Chemical Bank is the Trustee. In certain instances, Chevron or the
Holders of a majority of the then outstanding principal amount of the
Securities may remove the Trustee and appoint a successor Trustee. The
Trustee may become the owner or pledgee of any of the Securities with the same
rights it would have if it were not the Trustee. The Trustee and any
successor trustee must be a corporation organized and doing business as a
commercial bank under the laws of the United States or of any state thereof or
of the District of Columbia, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $100 million
and subject to examination by federal or state or District of Columbia
authority. From time to time, the Trustee may also serve as Trustee under
other indentures relating to securities issued by Chevron or affiliated
companies and may engage in commercial transactions with Chevron and
affiliated companies.
PLAN OF DISTRIBUTION
The Securities may be sold in any one or more of the following ways: (1)
directly to purchasers or a single purchaser, (2) through agents, (3) through
dealers or (4) through one or more underwriters acting alone or through
underwriting syndicates led by one or more managing underwriters, each as may
be identified in a Prospectus Supplement relating to the Securities offered
thereby.
If the Securities described in a Prospectus Supplement are underwritten,
each underwriter of such Securities is named in such Prospectus Supplement,
and only underwriters so named in such Prospectus Supplement shall be deemed
to be underwriters in connection with the Securities offered thereby. Such
Prospectus Supplement also describes the discounts and commissions to be
allowed or paid to the underwriters, all other items constituting underwriting
compensation, the discounts and commissions to be allowed or paid to dealers,
if any, and the exchanges, if any, on which the Securities will be listed.
-9-
Securities may be sold directly by Chevron or through agents designated
by Chevron from time to time. Any agent involved in the offer or sale of the
Securities, and any commissions payable by Chevron to such agent, will be set
forth in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
If so indicated in such Prospectus Supplement, Chevron will authorize
underwriters to solicit offers by certain institutions to purchase Securities
from Chevron at a price set forth in such Prospectus Supplement pursuant to
Delayed Delivery Contracts providing for payment and delivery at a future
date.
If so indicated in such Prospectus Supplement, the obligations of the
underwriters will be subject to certain conditions precedent, and with respect
to a sale of the Securities, the underwriters will be obligated to purchase
all such Securities if any are purchased.
Chevron will indemnify any underwriters and agents against certain civil
liabilities, including liabilities under the Securities Act. Underwriters and
agents may engage in transactions with or perform services for Chevron and
affiliated companies in the ordinary course of business.
LEGAL OPINIONS
The legality of the Securities offered hereby will be passed upon for
Chevron by Pillsbury Madison & Sutro.
EXPERTS
The financial statements of Chevron incorporated in this Prospectus by
reference to Chevron's Annual Report on Form 10-K for the year ended December
31, 1994 have been audited by Price Waterhouse LLP, independent accountants.
The audited financial statements of the Caltex Group of Companies incorporated
by reference in this Prospectus have been examined by KPMG Peat Marwick LLP,
independent public accountants. Such financial statements have been so
incorporated in reliance on the reports of the respective independent
accountants given on the authority of such firms as experts in auditing and
accounting.
-10-
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Registration Fee . . . . . . . . . . . . . . $206,896.55
Blue Sky and Investment Eligibility Expenses . . . 15,000.
Trustee Fees and Expenses . . . . . . . . . . . . 15,000.
Rating Agency Fees . . . . . . . . . . . . . . . . 60,000.
Printing and Engraving . . . . . . . . . . . . . . 30,000.
Legal Fees . . . . . . . . . . . . . . . . . . . . 75,000.
Accountants' Fees . . . . . . . . . . . . . . . . 90,000.
Miscellaneous . . . . . . . . . . . . . . . . . . 15,000.
-----------
Total $506,896.55*
===========
- ----------
* All amounts are estimated except the SEC registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of Chevron's restated Certificate of Incorporation provides as
follows:
"1. A director of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the Corporation or its stockholders; (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law; (c) pursuant to section 174 of the Corporation Law; or (d) for any
transaction from which the director derived an improper personal benefit.
2. To the fullest extent authorized by the Corporation Law, the
Corporation shall indemnify any Corporate Servant who was or is a party or is
threatened to be made a party to any proceeding by reason of the fact that
such person was or is a Corporate Servant.
3. In serving or continuing to serve the Corporation, a Corporate
Servant is entitled to rely and shall be presumed to have relied on the rights
granted pursuant to the foregoing provisions of this Article IX, which shall
be enforceable as contract rights and inure to the benefit of heirs, executors
and administrators of the Corporate Servant; and no repeal or modification of
the foregoing provisions of this Article IX shall adversely affect any right
existing at the time of such repeal or modification.
4. The Board of Directors is authorized, to the extent permitted by the
Corporation Law, to cause the Corporation to pay expenses incurred by
Corporate Servants in defendant Proceedings and to purchase and maintain
insurance on their behalf whether or nor the Corporation would have the power
to indemnify them under the provisions of this Article IX or otherwise.
5. Any right or privilege conferred by or pursuant to the provisions of
this Article IX shall not be exclusive of any other rights to which any
Corporate Servant may otherwise be entitled.
6. As used in this Article IX:
II-11
(a) 'Corporate Servant' means any natural person who is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
manager, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other organization or enterprise,
nonprofit or otherwise, including an employee benefit plan;
(b) 'Corporation Law' means the General Corporation Law of the
State of Delaware, as from time to time amended;
(c) 'indemnify' means to hold harmless against expenses (including
attorneys' fees), judgments, fines (including excise taxes assessed with
respect to an employee benefit plan) and amounts paid in settlement
actually and reasonably incurred by the Corporate Servant in connection
with a Proceeding;
(d) 'Proceeding' means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or administrative; and
(e) 'request of the Corporation' includes any written authorization
by an officer of the Corporation."
Section 145 of the General Corporation Law of the State of Delaware, in
which Chevron is incorporated, permits, subject to certain conditions, the
indemnification of directors or officers of a Delaware corporation for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with the defense of any action, suit or
proceeding in relation to certain matters against them as such directors or
officers.
The directors and officers of Chevron are covered by policies of
insurance under which they are insured, within limits and subject to
limitations, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be imposed
as a result of such actions, suits or proceedings, in which they are parties
by reason of being or having been directors or officers; Chevron is similarly
insured with respect to certain payments it might be required to make to its
directors or officers under the applicable statutes and Chevron's by-law
provisions.
ITEM 16. EXHIBITS.
1.1 Underwriting Agreement Standard Provisions.
4.1 Form of Indenture.
4.2 Form of Securities.
5.1 Opinion of Pillsbury Madison & Sutro, counsel to the
Registrant.
12.1 Statement as to determination of ratio of earnings to
fixed charges filed as Exhibit 12.1 to Chevron's Annual
Report on Form 10-K for the year ended December 31, 1994
(File No.1-368-2) and incorporated herein by reference.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Pillsbury Madison & Sutro (contained in their
opinion filed as Exhibit 5.1 to this Registration
Statement).
II-12
24.1 Powers of Attorney for directors and certain officers of
Chevron Corporation, authorizing, among other things, the
signing of registration statements on their behalf.
25.1 Form T-1 Trustee's Statement of Eligibility and
Qualification under the Trust Indenture Act of 1939, as
amended.
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change in the information set forth in
this registration statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by Chevron Corporation pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents By
Reference. The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Chevron Corporation's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of Chevron Corporation pursuant to the provisions
described under Item 15 above, or otherwise, Chevron Corporation has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore,
II-13
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Chevron Corporation of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, Chevron Corporation will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chevron
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City and County of San Francisco, State of
California, on the 6th day of April, 1995.
CHEVRON CORPORATION
By KENNETH T. DERR*
--------------------------
Kenneth T. Derr
Chairman of the Board
*By /s/ MALCOLM J. McAULEY
--------------------------
Malcolm J. McAuley
(Attorney-in-fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 6th day of April, 1995:
PRINCIPAL EXECUTIVE OFFICERS:
Signature Title
--------- -----
KENNETH T. DERR* Chairman of the Board and Director
- ----------------------------------
Kenneth T. Derr
J. DENNIS BONNEY* Vice-Chairman of the Board and Director
- -----------------------------------
J. Dennis Bonney
JAMES N. SULLIVAN* Vice-Chairman of the Board and Director
- -----------------------------------
James N. Sullivan
PRINCIPAL FINANCIAL OFFICER:
MARTIN R. KLITTEN* Vice-President and Chief Financial Officer
- -----------------------------------
Martin R. Klitten
II-15
PRINCIPAL ACCOUNTING OFFICER:
DONALD G. HENDERSON* Vice-President and Comptroller
- -----------------------------------
Donald G. Henderson
DIRECTORS:
SAMUEL H. ARMACOST*
- -----------------------------------
Samuel H. Armacost
SAM GINN*
- -----------------------------------
Sam Ginn
CARLA A. HILLS*
- -----------------------------------
Carla A. Hills
CHARLES M. PIGOTT*
- -----------------------------------
Charles M. Pigott
CONDOLEEZZA RICE*
- -----------------------------------
Condoleezza Rice
S. BRUCE SMART, JR.*
- -----------------------------------
S. Bruce Smart, Jr.
GEORGE H. WEYERHAEUSER*
- -----------------------------------
George H. Weyerhaeuser
JOHN A. YOUNG*
- -----------------------------------
John A. Young
*By /s/ MALCOLM J. McAULEY
--------------------------------
Malcolm J. McAuley
(Attorney-in-Fact)
II-16
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- ------------
1.1 Underwriting Agreement Standard Provisions.
4.1 Form of Indenture.
4.2 Forms of Securities.
5.1 Opinion of Pillsbury Madison & Sutro,
counsel to the Registrant.
12.1 Statement as to determination of
ratio of earnings to fixed charges filed
as Exhibit 12.1 to Chevron's Annual
Report on Form 10-K for the year ended
December 31, 1994 (File No.1-368-2) and
incorporated herein by reference.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Pillsbury Madison & Sutro
(contained in their opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney for directors and certain
officers of Chevron Corporation, authorizing,
among other things, the signing of registration
statements on their behalf.
25.1 Form T-1 Trustee's Statement of Eligibility
and Qualification under the Trust Indenture
Act of 1939, as amended.
Exhibit 1.1
=============================================================================
CHEVRON CORPORATION
DEBT SECURITIES
__________
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
=============================================================================
CHEVRON CORPORATION
DEBT SECURITIES
__________
UNDERWRITING AGREEMENT STANDARD PROVISIONS
From time to time, Chevron Corporation, a Delaware corporation
("Chevron"), may enter into one or more underwriting agreements that provide
for the sale of certain debt securities (the "Securities"), to the purchaser
or purchasers named therein (the "Underwriters"). The standard provisions set
forth herein may be incorporated by reference in any such underwriting
agreement (the "Underwriting Agreement"). The Underwriting Agreement,
including the provisions incorporated therein by reference, is herein referred
to as "this Agreement". Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. Capitalized terms
not otherwise defined in this Agreement shall have the meaning ascribed
thereto in the Indenture (as hereinafter defined).
The terms governing of the issuance and sale of any particular
series of Securities shall be as provided in the applicable Underwriting
Agreement (with respect to each Underwriting Agreement, such series of
Securities are herein referred to as the "Designated Securities") and in the
Indenture (the "Indenture") dated as of ________________, 1995 between
Chevron and Chemical Bank, as Trustee (the "Trustee").
SECTION 1. ISSUANCE OF DESIGNATED SECURITIES. Sales of the
Designated Securities may be made from time to time to the Underwriters of the
Designated Securities. Any firm or firms designated as the representative or
representatives, as the case may be, of the Underwriters of the Designated
Securities in the Underwriting Agreement relating thereto will act as the
representative or representatives (the "Representative"). The obligation of
Chevron to issue and sell any of the Designated Securities and the obligation
of any Underwriters to purchase any of the Designated Securities shall be
evidenced by the Underwriting Agreement with respect to the Designated
Securities specified therein. Each Underwriting Agreement shall specify the
aggregate principal amount of the Designated Securities, the public offering
price of the Designated Securities, the purchase price to the Underwriters of
the Designated Securities, the names of the Underwriters of the Designated
Securities, the name of the Representative, if any, of such Underwriters, the
principal amount of the Designated Securities to be purchased by each
Underwriter and the terms of any Delayed Delivery Contract (as hereinafter
defined), and shall set forth the date, time and manner of delivery of the
Designated Securities and payment therefor. The Underwriting Agreement shall
also specify (to the extent not set forth in the Registration Statement and
Prospectus (as hereinafter defined) with respect
-1-
Underwriting Agreement
Standard Provisions
thereto,) the general terms of the Designated Securities. An Underwriting
Agreement shall be in writing (which may be in counterparts), and may be
evidenced by an exchange of facsimile transmissions. The obligations of the
Underwriters under each Underwriting Agreement shall be several and not joint.
If Chevron agrees, the Underwriters may solicit offers to
purchase the Designated Securities pursuant to delayed delivery contracts
("Delayed Delivery Contracts") in a form agreed upon by Chevron. The
Underwriters shall be paid their specified commission for Delayed Delivery
Contracts upon the full performance of the Delayed Delivery Contracts. If the
Delayed Delivery Contracts are invalid or are not fully performed, then the
Underwriters shall not be entitled to any compensation for their efforts in
securing such Delayed Delivery Contracts.
If the Delayed Delivery Contracts are executed, valid and fully
performed, the Designated Securities delivered pursuant to them shall be
deducted from the Designated Securities to be purchased by the Underwriters
and the aggregate principal amount of Designated Securities to be purchased by
each Underwriter shall be reduced pro rata in proportion to the principal
amount of Designated Securities set forth opposite each Underwriter's name in
the Underwriting Agreement, except to the extent that the Representative
determines that such reduction shall be otherwise than in such proportion and
so advise Chevron in writing; provided, however, that the total principal
amount of securities to be purchased by all Underwriters shall be the
aggregate principal amount set forth in the appropriate schedule thereto, less
the aggregate principal amount of Designated Securities to be delivered
pursuant to the delayed delivery provisions.
SECTION 2. REPRESENTATIONS AND COVENANTS. Chevron represents
to, and covenants with, each Underwriter that:
(a) A registration statement on Form S-3
(Registration No. ), including a prospectus,
relating to the Securities of Chevron has been filed with
the Securities and Exchange Commission (the "Commission")
in accordance with applicable regulations of the
Commission under the Securities Act of 1933, as amended
(the "Act"), and has become effective under the Act. Such
registration statement, as amended to the date of this
Agreement, is hereinafter referred to as the "Registration
Statement," and such prospectus as proposed to be
supplemented by a prospectus supplement (the "Prospectus
Supplement") relating to the Designated Securities to be
filed pursuant to Rule 424 under the Act is hereinafter
referred to as the "Prospectus." Any reference herein to
the Registration Statement or the Prospectus shall be
deemed to refer to and include the documents which were
filed under the Securities Exchange Act of 1934 (the
"Exchange Act") on or before the date of this Agreement,
and incorporated by reference in the Prospectus pursuant
to Item 12 of Form S-3, excluding any documents or
portions of such documents which are deemed under the
rules and regulations of the Commission under the Act not
to be incorporated by reference; and any reference herein
to the terms "amend," "amendment" or "supplement" with
respect to the Registration Statement or the Prospectus
shall be deemed to
-2-
Underwriting Agreement
Standard Provisions
refer to and include the filing of any document under the
Exchange Act deemed to be incorporated therein by
reference after the date of this Agreement.
(b) The Registration Statement and the Prospectus
conform, and any amendments thereof and supplements
thereto relating to the Designated Securities will
conform, in all material respects to the requirements of
the Act and the rules and regulations of the Commission
thereunder, each document filed pursuant to the Exchange
Act and incorporated by reference in the Prospectus
complied when so filed as to form with the Exchange Act
and the rules and regulations thereunder, the Indenture
conforms in all material respects to the requirements of
the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act") and the rules and regulations of the
Commission thereunder, and none of the above listed
documents included or will include any untrue statement of
a material fact or omitted or will omit to state any
material fact required to be stated therein or necessary
to make the statements therein not misleading; provided,
however, that Chevron makes no representations as to
(i) that part of the Registration Statement which shall
constitute the Trustee's Statement of Eligibility and
Qualifications (Form T-1) under the Trust Indenture Act or
(ii) any statements or omissions made in reliance upon and
in conformity with information furnished to Chevron by or
on behalf of any Underwriter for use in connection with
the preparation of such documents.
SECTION 3. DELIVERY AND PAYMENT. Delivery of and payment for
the Designated Securities (except for Designated Securities to be delivered
under Delayed Delivery Contracts) shall be made at the office, on the date and
at the time specified in the Underwriting Agreement (the "Closing Date"),
which Closing Date may be postponed by agreement between the Underwriters, or
the Representative, as the case may be, and Chevron. Delivery of the
Designated Securities shall be made to the Underwriters or, if appropriate,
the Representative for the respective accounts of the Underwriters, in either
case, against payment by the Underwriters directly or through the
Representative of the purchase price thereof to or upon the order of Chevron
by certified or official bank check or checks payable in New York Clearing
House funds, unless otherwise agreed in the Underwriting Agreement. Unless
issued in Global Form, certificates for the Designated Securities shall be
registered in such names and in such denominations as the Representative may
request in writing not less than three full business days in advance of the
Closing Date. If issued as Global Securities, the Designated Securities shall
be issued in the form and registered to the Depository or its order, all as
provided in the Indenture.
If so requested by the Underwriters or the Representative, as
the case may be, Chevron agrees to have the Designated Securities available
for inspection, checking and packaging in New York, New York, at least one
business day prior to the Closing Date.
SECTION 4. OFFERING BY UNDERWRITERS. It is understood that
the Underwriters propose to offer the Designated Securities for sale to the
public upon the terms and conditions set forth in the Prospectus.
-3-
Underwriting Agreement
Standard Provisions
SECTION 5. AGREEMENTS. Chevron agrees with the Underwriters
that:
(a) Chevron will cause the Prospectus Supplement to
be filed pursuant to Rule 424 under the Act and will
promptly advise the Underwriters or the Representative, as
the case may be, when the Prospectus Supplement has been
so filed, and prior to the termination of the offering of
the Designated Securities will promptly advise such
Underwriters or Representative (i) when any amendment to
the Registration Statement has become effective or any
further supplement to the Prospectus has been filed, (ii)
of any request by the Commission for any amendment of the
Registration Statement or the Prospectus or for any
additional information, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (iv) of
the receipt by Chevron of any notification with respect to
the suspension of the qualification of the Designated
Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose.
Chevron will use its best efforts to prevent the issuance
of any such stop order and, if issued, to obtain as soon
as possible the withdrawal thereof. Chevron will not file
any amendment to the Registration Statement or supplement
to the Prospectus relating to the Designated Securities
unless it has furnished the Underwriters or the
Representative, as the case may be, a copy prior to filing
and will not file any such proposed amendment or
supplement to which such Underwriters or Representative
reasonably objects.
(b) If, at any time when a prospectus relating to
the Designated Securities is required to be delivered
under the Act or any other applicable securities law, any
event occurs as a result of which the Prospectus as then
amended or supplemented would include any untrue statement
of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of
the circumstances under which they were made, not
misleading, or if it shall be necessary to amend or
supplement the Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, Chevron
will promptly notify the Underwriters or the
Representative, as the case may be, and will promptly
prepare and file with the Commission, subject to
paragraph (a) of this Section 5, an amendment or
supplement which will correct such statement or omission
or an amendment which will effect such compliance.
(c) Chevron will make generally available to its
security holders and to the Underwriters or the
Representative, as the case may be, as soon as
practicable, but not later than 45 days after the end of
the 12-month period beginning at the end of the fiscal
quarter of Chevron during which the filing of the
Prospectus Supplement pursuant to Rule 424 under the Act
first occurs (except not later than 90 days if such filing
date is in the last fiscal quarter), an earnings statement
(which need not be audited) of Chevron and its
consolidated subsidiaries, covering such 12-month period,
which will satisfy the provisions of Section 11(a) of the
Act.
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Standard Provisions
(d) Chevron will furnish to the Underwriters or the
Representative, as the case may be and counsel for such
Underwriters or for such Representative copies of the
Registration Statement (including, if requested, the
exhibits thereto and the documents incorporated by
reference in the Prospectus) and each amendment or
supplement thereto relating to the Designated Securities
which is thereafter filed pursuant to paragraph (a) or (b)
of this Section 5 and to each Underwriter, so long as
delivery of a prospectus by an Underwriter or dealer may
be required by the Act or other applicable securities
laws, as many copies of the Prospectus and any amendments
thereof and supplements thereto, relating to the
Designated Securities, as such Underwriters or such
Representative may reasonably request.
(e) Chevron will pay (i) all expenses incurred by it
in the performance of its obligations under this
Agreement, (ii) reasonable fees charged for rating the
Designated Securities and for preparing a Blue Sky and
Legal Investment Memorandum with respect to the sale of
the Designated Securities and (iii) the expenses of
printing or otherwise producing and delivering the
Designated Securities, the documents specified in
paragraph (d) of this Section 5 and any Blue Sky and Legal
Investment Memorandum.
(f) Chevron will use its best efforts to arrange and
pay for the qualification of the Designated Securities for
sale under the laws of such jurisdictions as the
Underwriters or the Representative, as the case may be,
may designate and to maintain such qualifications in
effect so long as required for the distribution of the
Designated Securities; provided, however, that Chevron
shall not be required to qualify to do business in any
jurisdiction where it is not now qualified or to take any
action which would subject it to general or unlimited
service of process in any jurisdiction where it is not now
so subject.
(g) If the sale of the Designated Securities
provided for in an Underwriting Agreement is not
consummated by reason of any failure, refusal or inability
on the part of Chevron to perform any agreement on its
part to be performed (except for any failure so to perform
on the part of Chevron engendered by a failure, refusal or
inability on the part of the Underwriters or any
Representative to perform any agreement on their part to
be performed) or the failure of any condition set forth in
Section 6, Chevron will reimburse the several Underwriters
who are named in such Underwriting Agreement for all
reasonable out-of-pocket disbursements incurred by the
Underwriters in connection with their investigation,
marketing and preparing to market the Designated
Securities, and upon such reimbursement Chevron shall have
no further liability to the Underwriters except as
provided in Section 7.
(h) During the period beginning on the date of this
Agreement and terminating on the earlier of (i) the
Closing Date or (ii) the date of notice to Chevron by the
Representative or the Underwriters, as the case may be, of
the termination of trading restrictions, if any, with
respect to the Designated Securities
-5-
Underwriting Agreement
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imposed by any Agreement among Underwriters, Chevron will
not offer, sell, contract to sell or otherwise dispose of
any debt securities of Chevron substantially similar to the
Designated Securities covered by this Agreement, without
the prior written consent of such Representative or such
Underwriters.
SECTION 6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS.
The obligations of the Underwriters to purchase the Designated Securities
shall be subject to the accuracy of the representations on the part of Chevron
contained herein as of the date hereof and the Closing Date, to the
performance by Chevron of its obligations hereunder and to the following
additional conditions:
(a) No stop order suspending the effectiveness of
the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted
and be pending or threatened as of the Closing Date;
(b) Pillsbury Madison & Sutro, counsel for Chevron,
shall have furnished to the Representative their opinion,
dated the Closing Date, substantially in the form attached
hereto as Exhibit A;
(c) The Underwriters or the Representative, as the
case may be, shall have received from counsel for the
Underwriters such opinion or opinions, dated the Closing
Date, with respect to such matters as such Underwriters or
Representative may reasonably require;
(d) Chevron shall have furnished to the Underwriters
or the Representative, as the case may be, a certificate,
dated the Closing Date, of Chevron, signed by any
executive officer of Chevron, to the effect that the
signer of such certificate has carefully examined the
Registration Statement, the Prospectus and this Agreement
and that:
(1) The representations of Chevron in this
Agreement are true and correct in all material
respects on and as of the Closing Date with the same
effect as if made on the Closing Date, and Chevron
has complied with all the agreements and satisfied
all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;
(2) No stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted and
are pending or, to his or her knowledge, threatened
as of such date; and
(3) Since the date of the most recent financial
statements included in the Prospectus, there has been
no material adverse change in the condition
(financial or otherwise) of Chevron and its
consolidated subsidiaries, taken as a whole, nor any
material increase in the debt of
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Standard Provisions
Chevron Corporation and its consolidated subsidiaries,
except as set forth in or contemplated by the
Prospectus or as described in the certificate.
(e) The Underwriters or the Representative, as the
case may be, shall have received from Price Waterhouse a
letter, dated the Closing Date, which letter shall be in
form as may be agreed upon among such Underwriters or
Representative, Chevron and Price Waterhouse, and shall
cover such matters as may be reasonably requested by such
Underwriters or Representative.
(f) Prior to the Closing Date, Chevron shall have
furnished to the Underwriters or the Representative, as
the case may be, such further information, certificates
and documents as they may reasonably request.
(g) Subsequent to the date hereof, there shall not
have occurred any change, or any development involving a
prospective change, in or affecting the business or
properties of Chevron and its subsidiaries considered as a
whole which the Underwriters or the Representative, as the
case may be, concludes, in its judgment, after
consultation with Chevron, materially impairs the
investment quality of the Designated Securities so as to
make it impractical or inadvisable to proceed with the
public offering or the delivery of the Designated
Securities as contemplated by the Prospectus.
SECTION 7. INDEMNIFICATION AND CONTRIBUTION.
(a) Chevron agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus, or in
any amendment thereof or supplement thereto relating to the Designated
Securities, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by them,
as so incurred, in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that Chevron will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with information furnished in writing to Chevron by or on
behalf of any Underwriter through the Representative or the Underwriters, as
the case may be, for use in connection with the preparation thereof. This
indemnity agreement will be in addition to any liability which Chevron may
otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless Chevron, each of its directors, each of its officers who signs the
Registration Statement, and
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Standard Provisions
each person who controls Chevron within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from Chevron to
each Underwriter, but only with reference to information furnished in writing
to Chevron by or on behalf of such Underwriter directly or through any
Representative for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve the indemnifying party from any liability which it may have
to any indemnified party otherwise than under this Section 7. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel satisfactory to such indemnified party; provided that, if the
defendants in any such action include both the indemnified party and the
indemnifying party, and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel, to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not
be liable to such indemnified party under this Section 7 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel, approved by the representatives
representing the indemnified parties who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense
of the indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 7 is
due in accordance with its terms but is for any reason held by a court to be
unavailable from Chevron or the Underwriters on grounds of policy or
otherwise, Chevron and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same) to
which Chevron or one or more of the Underwriters may be subject in such
proportion so that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount appearing on the
cover
-8-
Underwriting Agreement
Standard Provisions
page of the Prospectus bears to the public offering price appearing thereon
and Chevron is responsible for the balance; provided that (y) in no case shall
any Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Designated Securities) be responsible for any
amount in excess of the underwriting discount applicable to the Designated
Securities purchased by such Underwriter hereunder and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each person who
controls an Underwriter within the meaning of either the Act or the Exchange
Act shall have the same rights to contribution as such Underwriter, and each
person who controls Chevron within the meaning of either the Act or the
Exchange Act, each officer of Chevron who shall have signed the Registration
Statement and each director of Chevron shall have the same rights to
contribution as Chevron, subject in each case to clause (y) of this paragraph
(d). Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against such party in
respect of which a claim for contribution may be made against another party or
parties under this paragraph (d), notify such party or parties from whom
contribution may be sought, but the omission to so notify in writing such
party or parties shall not relieve the party or parties from whom contribution
may be sought from any other obligation it or they may have hereunder or
otherwise than under this paragraph (d).
SECTION 8. TERMINATION. This Agreement shall be subject to
termination in the absolute discretion of the Underwriters or the
Representative, as the case may be, by written notice given to Chevron prior
to delivery of and payment for the Designated Securities, if prior to such
time (i) trading in securities generally on the New York Stock Exchange shall
have been suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or (iii) there shall have occurred any
material outbreak or escalation of hostilities or other calamity or crisis the
effect of which on the financial markets of the United States is such as to
make it, in the reasonable judgment of such Underwriters or such
Representative, impracticable to market the Designated Securities.
SECTION 9. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The
respective agreements, representations, indemnities and other statements of
Chevron, or its officers and of the Underwriters and/or any Representative set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any
Underwriter, Chevron or any of the officers, directors or controlling persons
referred to in Section 7 hereof, and will survive delivery of and payment for
the Securities. The provisions of Sections 5(e) and 7 hereof shall survive
the termination or cancellation of this Agreement.
SECTION 10. DEFAULT BY AN UNDERWRITER. If any one or more
Underwriters shall fail to purchase and pay for any Designated Securities
agreed to be purchased by such Underwriter or Underwriters hereunder and such
failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions
which the amount of Designated Securities set forth opposite their names in
the appropriate schedule of the Underwriting Agreement bears to the aggregate
amount of Designated Securities set forth
-9-
Underwriting Agreement
Standard Provisions
opposite the names of all the remaining Underwriters) the Designated
Securities which the defaulting Underwriter or Underwriters agreed but failed
to purchase; provided, however, that in the event that the aggregate amount of
Designated Securities which the defaulting Underwriter or Underwriters agreed
but failed to purchase shall exceed 10% of the amount of Designated Securities
set forth in the appropriate schedule of the Underwriting Agreement, the
remaining Underwriters shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Designated Securities, and if
such nondefaulting Underwriters do not purchase all the Designated Securities,
this Agreement will terminate without liability to any nondefaulting
Underwriter or Chevron. In the event of a default by any Underwriter as set
forth in this Section 10, the Closing Date shall be postponed for such period,
not exceeding seven days, as the Representative or Underwriters, as the case
may be, shall determine in order that the required changes in the Registration
Statement and the Prospectus or in any other documents or arrangements may be
effected. Nothing contained in this Agreement shall relieve any defaulting
Underwriter of its liability, if any, to Chevron and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
SECTION 11. SUCCESSORS. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to
in Section 7 hereof, and no other person will have any right or obligation
hereunder.
SECTION 12. APPLICABLE LAW. This Agreement will be governed
by and construed in accordance with the laws of the State of New York.
-10-
Underwriting Agreement
Standard Provisions
EXHIBIT A
[FORM OF PILLSBURY MADISON & SUTRO OPINION]
[Date]
Underwriter(s)
Gentlemen and Mesdames:
We have acted as counsel to Chevron Corporation ("Chevron") in
connection with your purchase from Chevron of $000,000,000 in aggregate
principal amount of its Securities Due 0000 (the "Securities"). Such purchase
is made pursuant to the Underwriting Agreement dated _______________, 19_____
(the "Underwriting Agreement") between Chevron and you, the
Underwriter[s]. The Securities are being issued under an Indenture dated as
of _________________, 1995 (the "Indenture") between Chevron and Chemical
Bank, as Trustee (the "Trustee"). This opinion is furnished pursuant to
Section 6(b) of the Underwriting Agreement. Terms defined in the Indenture
have the same meanings when used in this opinion.
We have examined executed copies of the Indenture, the Securities,
the Underwriting Agreement, the Registration Statement (as hereinafter
defined) and the Prospectus (as hereinafter defined). We have also examined
such other documents and certificates of public officials and representatives
of Chevron as we have deemed necessary as a basis for the opinions expressed
herein. As to questions of fact material to such opinions, we have, when
relevant facts were not independently established, relied upon certificates of
officers or authorized representatives of Chevron.
We have assumed the genuineness of all signatures and documents
submitted to us as originals, that all copies submitted to us conform to the
originals, the legal capacity of all natural persons, and as to documents
executed by entities other than Chevron, that each of such entities has the
power to enter into and perform its respective obligations thereunder, and
that such documents have been duly authorized, executed and delivered by, and
are binding upon and enforceable against, each of such entities.
-1-
Underwriting Agreement
Standard Provisions
Name(s) of Underwriter(s)
______________, _____
Page 2
We express no opinion as to the laws of any jurisdiction other than
California, New York and the general corporate law of Delaware and the Federal
laws of the United States of America, and, with respect to questions of New
York law, we have relied, with your permission, solely upon the opinion of
[________________].
Based upon the foregoing and subject to the qualifications set
forth below, it is our opinion that:
1. Chevron is validly existing and in good standing under the
laws of the state of its incorporation and is duly qualified and in good
standing to do business in each other state in which its ownership or leasing
of properties requires such qualification and in which a consequence of the
failure to be so qualified would be materially adverse to the business or
financial condition of Chevron and its subsidiaries taken as a whole and
possesses the requisite corporate power and authority to own its properties
and conduct its businesses consistent with any description thereof in the
prospectus dated __________, 1995 and the prospectus supplement dated
_____________, filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424(b)(2) of Regulation C under the Securities
Act of 1933, as amended (the "Act") (the prospectus and the prospectus
supplement, including the documents incorporated by reference therein, are
herein collectively referred to as the "Prospectus").
2. The Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, and has been duly authorized, executed and
delivered by Chevron and constitutes the valid and binding obligation of
Chevron enforceable against in accordance with its terms.
3. The Securities have been duly authorized, executed and
delivered by Chevron and constitute valid and binding obligations of Chevron,
enforceable in accordance with their respective terms.
4. The Securities will be entitled to the benefits of the
Indenture.
5. The Underwriting Agreement has been duly authorized, executed
and delivered by Chevron.
6. The Registration Statement of Form S-3 (File No. ____________)
filed by Chevron with the Commission under Rule 415 of the Act on April ___,
1995 (such Registration Statement including the documents incorporated by
reference therein being herein collectively referred to as the "Registration
Statement") has become effective under the Act, and, to the best of our
knowledge, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the Act, and, except as may be
otherwise indicated in the Prospectus or required by the blue sky or
securities laws of jurisdictions in which the Securities are offered or sold,
no further authorization, consent, approval of or filing with any governmental
or regulatory body, Federal or state, is required to be obtained by Chevron in
connection with the execution, delivery and performance of the terms of the
Underwriting Agreement, the Indenture or the
Name(s) of Underwriter(s)
______________, _____
Page 3
Securities or the offer and sale of the Securities as described in the
Prospectus, and the execution, delivery and performance of the terms of the
Underwriting Agreement, the Indenture and the Securities by Chevron will not
contravene any provision of the Restated Certificate of Incorporation, as
amended, or By-Laws of Chevron, any Federal law or regulation or, to the best
of our knowledge, any applicable state law or any material agreement or
instrument binding upon Chevron.
7. The Registration Statement and the Prospectus comply as to form
in all material respects with the requirements of the Act and the rules and
regulations of the Commission thereunder; each document filed by Chevron under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in the Prospectus complied as to form in all
material respects when so filed with the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder; the statements in the
Prospectus with respect to the terms of the Indenture and the Securities
fairly summarize the terms of such instruments and to the best of our
knowledge there are no other agreements or instruments required to be
described or referred to in the Registration Statement which have not been
described or referred to therein; and while we have not ourselves checked the
accuracy or completeness of, or otherwise verified the information furnished
in the Registration Statement, we have considered the information required to
be furnished therein and have generally reviewed and had discussions with
certain officers and employees of Chevron concerning the information so
furnished, whether or not subject to our checking and verification, and on
the basis of such consideration, review and discussions, but without
independent checking or verification, we have no reason to believe that the
Registration Statement or the Prospectus, as of [Date of Sale], contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances in which they were made, not misleading or that
the Registration Statement or the Prospectus, as of [Close Date], contained
any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances in which they were made, not misleading; it
being understood that with respect to the matters covered by this paragraph
7, we express no opinion as to the financial statements or other financial or
numerical data contained in the Registration Statement or the Prospectus.
The opinions set forth in the foregoing are subject to the following
qualifications:
(a) Our opinions in paragraphs 2 and 3 are subject to and limited
by: (i) the effect of bankruptcy, insolvency, reorganization, receivership,
conservatorship, arrangement, moratorium or other laws affecting or relating
to the rights of creditors generally; (ii) the rules governing the
availability of specific performance, injunctive relief or other equitable
remedies and general principles of equity, regardless of whether considered in
a proceeding in equity or at law; (iii) to the extent applicable,the effect of
court decisions invoking statutes or principles of equity, which have held
that certain covenants and provisions of agreements are unenforceable where
the breach of such covenants or provisions imposes restrictions or burdens
upon a borrower, and it cannot be demonstrated that the enforcement of such
restrictions or burdens is necessary for the protection of the creditor, or
which have held that the creditor's enforcement of such covenants or
provisions under the circumstances would have
Name(s) of Underwriter(s)
______________, _____
Page 4
violated the creditor's covenants of good faith and fair dealing implied under
California law, and (iv) to the extent applicable, the effect of California
statutes and rules of law which cannot be waived prospectively by a borrower.
(b) Whenever a statement herein is qualified by "known to us", "to
our knowledge" or similar phrase, it indicates that in the course of our
representation of Chevron no information that would give us current actual
knowledge of the inaccuracy of such statement has come to the attention of the
attorneys in this firm who have rendered legal services in connection with
this transaction, including the principal partners of this firm who are
familiar with matters relating to Chevron. We have not made any independent
investigation to determine the accuracy of such statement, except as expressly
described herein. No inference as to our knowledge of any matters bearing on
the accuracy of such statement should be drawn from the fact of our
representation of Chevron in other matters in which such attorneys are not
involved.
This opinion is rendered by us as counsel for Chevron solely for
your benefit in connection with the transaction referred to herein and may not
be relied upon by you in connection with any other transaction and may not be
relied upon by any other person without our prior written consent.
Very truly yours,
Exhibit 4.1
==============================================================================
INDENTURE
Between
CHEVRON CORPORATION
and
CHEMICAL BANK, as Trustee
Dated as of ____________, 1995
==============================================================================
TABLE OF CONTENTS
ARTICLE ONE
Definitions
Section 1.01 Certain Terms Defined . . . . . . . . . . . . . . . 2
Attributable Debt . . . . . . . . . . . . . . . . . 2
Authorized Newspaper. . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . 3
Certified Resolution . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . 3
Consolidated Adjusted Tangible Assets . . . . . . . 3
Corporation . . . . . . . . . . . . . . . . . . . . 4
Depository . . . . . . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . 4
Executive Committee . . . . . . . . . . . . . . . . 4
Global Security . . . . . . . . . . . . . . . . . . 4
Indenture . . . . . . . . . . . . . . . . . . . . . 4
Interest Payment Date . . . . . . . . . . . . . . . 5
Officer's Certificate . . . . . . . . . . . . . . . 5
Opinion of Counsel . . . . . . . . . . . . . . . . 5
Original Issue Discount Security . . . . . . . . . 5
Outstanding . . . . . . . . . . . . . . . . . . . . 5
Paying Agent . . . . . . . . . . . . . . . . . . . 6
Periodic Offering . . . . . . . . . . . . . . . . . 6
Person . . . . . . . . . . . . . . . . . . . . . . 6
Principal Office of the Trustee . . . . . . . . . . 6
Principal Property . . . . . . . . . . . . . . . . 7
Record Date . . . . . . . . . . . . . . . . . . . . 7
Redemption Date . . . . . . . . . . . . . . . . . . 7
Redemption Price . . . . . . . . . . . . . . . . . 7
Register . . . . . . . . . . . . . . . . . . . . . 7
Responsible Officer . . . . . . . . . . . . . . . . 7
Restricted Subsidiary . . . . . . . . . . . . . . . 7
Security or Securities . . . . . . . . . . . . . . 8
Securityholder; Holder . . . . . . . . . . . . . . 8
Stated Maturity . . . . . . . . . . . . . . . . . . 8
Subsidiary . . . . . . . . . . . . . . . . . . . . 8
Supplemental Indenture . . . . . . . . . . . . . . 8
Trustee . . . . . . . . . . . . . . . . . . . . . . 9
Trust Indenture Act of 1939 . . . . . . . . . . . . 9
United States Dollars . . . . . . . . . . . . . . . 9
ARTICLE TWO
Issue, Description, Execution, Registration,
Transfer and Exchange of Securities
Section 2.01 Amount, Series, Execution, Authentication
and Delivery of Securities . . . . . . . . . . . . 9
Section 2.02 Form of Securities and Trustee's
Certificate of Authentication . . . . . . . . . . 14
Section 2.03 Denominations; Payment of Interest
on Fully Registered Securities . . . . . . . . . . 14
Section 2.04 Execution of Securities . . . . . . . . . . . . . . 16
Section 2.05 Registration, Transfer and Exchange
of Securities . . . . . . . . . . . . . . . . . . 17
Section 2.06 Temporary Securities . . . . . . . . . . . . . . . 18
Section 2.07 Mutilated, Destroyed, Lost or Stolen
Securities . . . . . . . . . . . . . . . . . . . . 19
Section 2.08 Cancellation and Destruction of
Surrendered Securities . . . . . . . . . . . . . . 20
Section 2.09 Securities in Global Form;
Depositories . . . . . . . . . . . . . . . . . . . 20
ARTICLE THREE
Redemption of Securities
Section 3.01 Redemption of Securities . . . . . . . . . . . . . 22
Section 3.02 Notice of Redemption . . . . . . . . . . . . . . . 22
Section 3.03 Selection of Securities for Redemption . . . . . . 22
Section 3.04 Partial Redemption of Registered
Security . . . . . . . . . . . . . . . . . . . . . 23
Section 3.05 Effect of Redemption . . . . . . . . . . . . . . . 23
ARTICLE FOUR
Particular Covenants of the Corporation
Section 4.01 Payment of Principal of and Interest
on Securities . . . . . . . . . . . . . . . . . . 23
Section 4.02 Corporate Existence of the Corporation;
Consolidation, Merger, Sale or Transfer . . . . . 24
Section 4.03 Securities to Be Secured in Certain Events . . . . 24
Section 4.04 Limitations on Liens . . . . . . . . . . . . . . . 24
Section 4.05 Limitation on Sale and Leaseback . . . . . . . . . 26
Section 4.06 Maintenance of Offices or Agencies for
Transfer, Registration, Exchange and
Payment of Securities . . . . . . . . . . . . . . 27
Section 4.07 Appointment to Fill a Vacancy in the
Office of Trustee . . . . . . . . . . . . . . . . 27
Section 4.08 Duties of Paying Agent . . . . . . . . . . . . . . 28
Section 4.09 Notice of Default . . . . . . . . . . . . . . . . . 29
ARTICLE FIVE
Securityholders' Lists and Reports
by the Corporation and the Trustee
Section 5.01 Corporation to Furnish Trustee
Information as to the Names and
Addresses of Securityholders . . . . . . . . . . . 29
Section 5.02 Preservation of Information;
Communication to Securityholders . . . . . . . . . 29
Section 5.03 Reports by Corporation . . . . . . . . . . . . . . 30
Section 5.04 Reports by Trustee . . . . . . . . . . . . . . . . 31
ARTICLE SIX
Remedies of the Trustee and Securityholders
on Event of Default
Section 6.01 Events of Default; Acceleration, Waiver
of Default and Restoration of
Position and Rights . . . . . . . . . . . . . . . 33
Section 6.02 Covenant of Corporation to Pay to Trustee
Whole Amount Due on Securities on Default
in Payment of Interest or Principal . . . . . . . 35
Section 6.03 Trustee May File Proofs of Claim . . . . . . . . . 36
Section 6.04 Trustee May Enforce Claims Without
Possession of Securities . . . . . . . . . . . . . 37
Section 6.05 Application of Moneys Collected by Trustee . . . . 37
Section 6.06 Limitation on Suits By Holders of Securities . . . 38
Section 6.07 Rights and Remedies Cumulative . . . . . . . . . . 39
Section 6.08 Delay or Omission Not Waiver . . . . . . . . . . . 39
Section 6.09 Control By Holders; Waiver of Past Defaults . . . . 39
Section 6.10 Trustee to Give Notice of Defaults Known to
It, But May Withhold in Certain Circumstances . . 40
Section 6.11 Requirement of an Undertaking to Pay
Costs in Certain Suits Under the
Indenture or Against the Trustee . . . . . . . . . 40
ARTICLE SEVEN
Concerning the Trustee
Section 7.01 Certain Duties and Responsibilities
of Trustee . . . . . . . . . . . . . . . . . . . . 41
Section 7.02 Certain Rights of Trustee . . . . . . . . . . . . . 42
Section 7.03 Trustee Not Responsible for Recitals
or Application of Proceeds . . . . . . . . . . . . 43
Section 7.04 Trustee May Own Securities . . . . . . . . . . . . 43
Section 7.05 Moneys Received by Trustee to be Held
in Trust . . . . . . . . . . . . . . . . . . . . . 43
Section 7.06 Trustee Entitled to Compensation,
Reimbursement and Indemnity . . . . . . . . . . . 43
Section 7.07 Right of Trustee to Rely on Officer's
Certificate Where No Other Evidence
Specifically Prescribed . . . . . . . . . . . . . 44
Section 7.08 Disqualification; Conflicting Interest . . . . . . 44
Section 7.09 Requirements for Eligibility of Trustee . . . . . . 51
Section 7.10 Resignation and Removal of Trustee;
Appointment of Successor . . . . . . . . . . . . . 51
Section 7.11 Acceptance of Appointment by Successor Trustee . . 53
Section 7.12 Successor to Trustee by Merger,
Consolidation or Succession to Business . . . . . 53
Section 7.13 Preferential Collection of Claims
Against the Corporation . . . . . . . . . . . . . 54
ARTICLE EIGHT
Concerning the Securityholders
Section 8.01 Evidence of Action by Securityholders . . . . . . . 58
Section 8.02 Proof of Execution of Instruments and
of Holding of Securities . . . . . . . . . . . . . 58
Section 8.03 Who May be Deemed Owners of Securities . . . . . . 59
Section 8.04 Securities Owned by the Corporation or
Controlled or Controlling Persons
Disregarded for Certain Purposes . . . . . . . . . 59
Section 8.05 Instruments Executed by Securityholders
Bind Future Holders . . . . . . . . . . . . . . . 60
ARTICLE NINE
Securityholders' Meetings
Section 9.01 Purposes for Which Meetings May be Called . . . . . 60
Section 9.02 Manner of Calling Meetings . . . . . . . . . . . . 61
Section 9.03 Call of Meeting by the Corporation or
Securityholders . . . . . . . . . . . . . . . . . 61
Section 9.04 Who May Attend and Vote at Meetings . . . . . . . . 61
Section 9.05 Regulations May be Made by Trustee; Conduct of
the Meeting; Voting Rights - Adjournment . . . . . 61
Section 9.06 Manner of Voting at Meetings and
Record to be Kept . . . . . . . . . . . . . . . . 62
Section 9.07 Exercise of Rights of Trustee and Securityholders
Not to be Hindered or Delayed . . . . . . . . . . 63
ARTICLE TEN
Supplemental Indentures
Section 10.01 Purposes for Which Supplemental
Indentures May be Entered Into
Without Consent of Securityholders . . . . . . . . 63
Section 10.02 Modification of Indenture with Consent
of Holders of Securities . . . . . . . . . . . . . 64
Section 10.03 Effect of Supplemental Indentures . . . . . . . . . 65
Section 10.04 Securities May Bear Notation of Changes
by Supplemental Indentures . . . . . . . . . . . . 66
ARTICLE ELEVEN
Discharge; Defeasance
Section 11.01 Discharge of Indenture . . . . . . . . . . . . . . 66
Section 11.02 Discharge of Liability on Securities
and Coupons . . . . . . . . . . . . . . . . . . . 67
Section 11.03 Discharge of Certain Covenants and Other
Obligations . . . . . . . . . . . . . . . . . . . 67
Section 11.04 Discharge of Certain Obligations Upon Deposit
of Money or Securities with Trustee . . . . . . . 67
Section 11.05 Unclaimed Moneys . . . . . . . . . . . . . . . . . 69
ARTICLE TWELVE
Immunity of Incorporators, Stockholders, Officers
and Directors
Section 12.01 Incorporators, Stockholders, Officers
and Directors of Corporation Exempt
From Individual Liability . . . . . . . . . . . . 69
ARTICLE THIRTEEN
Miscellaneous Provisions
Section 13.01 Successors and Assigns of the Corporation
Bound by Indenture . . . . . . . . . . . . . . . . 70
Section 13.02 Notices; Effectiveness . . . . . . . . . . . . . . 70
Section 13.03 Compliance Certificates and Opinions . . . . . . . 71
Section 13.04 Days on Which Payment to be Made,
Notice Given or Other Action Taken . . . . . . . . 72
Section 13.05 Provisions Required by Trust Indenture
Act of 1939 to Control . . . . . . . . . . . . . . 72
Section 13.06 Governing Law . . . . . . . . . . . . . . . . . . . 72
Section 13.07 Provisions of the Indenture and
Securities for the Sole Benefit of
the Parties and the Securityholders . . . . . . . 72
Section 13.08 Indenture May be Executed in Counterparts . . . . . 73
TABLE SHOWING REFLECTION IN THIS INDENTURE OF
CERTAIN PROVISIONS OF THE TRUST INDENTURE ACT OF 1939*
Section Section
of Act of Indenture
--------- -------------
310(a)(1) . . . . . . . . . . . . . . . . . . . 7.09
310(a)(2) . . . . . . . . . . . . . . . . . . . 7.09
310(a)(3) . . . . . . . . . . . . . . . . . . . Inapplicable
310(a)(4) . . . . . . . . . . . . . . . . . . . Inapplicable
310(a)(5) . . . . . . . . . . . . . . . . . . . 7.09
310(b) . . . . . . . . . . . . . . . . . . . 7.08, 7.10
310(c) . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . 7.13(a), 7.13(c)
311(b) . . . . . . . . . . . . . . . . . . . 7.13(b), 7.13(c)
311(c) . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . 5.01, 5.02(a)
312(b) . . . . . . . . . . . . . . . . . . . 5.02(b)
312(c) . . . . . . . . . . . . . . . . . . . 5.02(c)
313(a) . . . . . . . . . . . . . . . . . . . 5.04(a)
313(b)(1) . . . . . . . . . . . . . . . . . . . Inapplicable
313(b)(2) . . . . . . . . . . . . . . . . . . . 5.04(b)
313(c) . . . . . . . . . . . . . . . . . . . 5.04(c)
313(d) . . . . . . . . . . . . . . . . . . . 5.04(d)
314(a)(1) . . . . . . . . . . . . . . . . . . . 5.03(a)
314(a)(2) . . . . . . . . . . . . . . . . . . . 5.03(b)
314(a)(3) . . . . . . . . . . . . . . . . . . . 5.03(c)
314(a)(4) 5.03(d)
314(b) . . . . . . . . . . . . . . . . . . . Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . 13.03
314(d) . . . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . 13.03
314(f) . . . . . . . . . . . . . . . . . . . Omitted
315(a) . . . . . . . . . . . . . . . . . . . 7.01
315(b) . . . . . . . . . . . . . . . . . . . 6.10
315(c) . . . . . . . . . . . . . . . . . . . 7.01
315(d) . . . . . . . . . . . . . . . . . . . 7.01
315(e) . . . . . . . . . . . . . . . . . . . 6.11
316(a)(1) . . . . . . . . . . . . . . . . . . . 6.09
316(a)(2) . . . . . . . . . . . . . . . . . . . Omitted
316(b) . . . . . . . . . . . . . . . . . . . 6.06
- -------------------------------
* This Table is not part of the Indenture.
316(c) . . . . . . . . . . . . . . . . . . . 6.09
317(a) . . . . . . . . . . . . . . . . . . . 6.02, 6.03
317(b) . . . . . . . . . . . . . . . . . . . 4.08
318(a) . . . . . . . . . . . . . . . . . . . 13.05
INDENTURE
THIS INDENTURE, dated as of ________________, 1995, between CHEVRON
CORPORATION, a Delaware corporation (the "Corporation"), and CHEMICAL BANK, a
bank and trust company duly organized and existing under the laws of the State
of New York (the "Trustee"),
WITNESSETH:
WHEREAS, the Corporation has duly authorized the issuance, sale,
execution and delivery, from time to time, of its unsecured evidences of
indebtedness (hereinafter referred to as the "Securities"), without limit as
to principal amount, issuable in one or more Series, the amount and terms of
each such Series to be determined as hereinafter provided; and, to provide the
terms and conditions upon which the Securities are to be issued, authenticated
and delivered, the Corporation has duly authorized the execution of this
Indenture; and
WHEREAS, all acts and things necessary to make the Securities, when
executed by the Corporation and authenticated and delivered by the Trustee as
in this Indenture provided, the valid, binding and legal obligations of the
Corporation, and to constitute this Indenture a valid indenture and agreement
according to its terms, have been done and performed, and the execution of
this Indenture and the issuance hereunder of the Securities have in all
respects been duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in order to declare the terms and conditions upon which the
Securities are to be issued, authenticated and delivered, and in consideration
of the premises and of the purchase and acceptance of the Securities by the
Holders thereof, the Corporation 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-
CHEVRON CORPORATION
INDENTURE
ARTICLE ONE
DEFINITIONS
Section 1.01. Certain Terms Defined. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
(a) the terms defined in this Article One have the meanings
assigned to them in this Article One, and include the plural as well
as the singular;
(b) all other terms used herein which are defined in the Trust
Indenture Act of 1939, either directly or by reference therein, have
the meanings assigned to them therein;
(c) all accounting terms not otherwise defined herein shall
have the meanings assigned to them and all computations herein
provided for shall be made, in accordance with generally accepted
accounting principles, and the term "generally accepted accounting
principles" shall mean such principles as they exist at the date of
applicability thereof; and
(d) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not
to any particular Article, Section or other subdivision.
ATTRIBUTABLE DEBT
The term "Attributable Debt" for a sale-leaseback transaction means
the lesser of (a) the fair value of the property subject to the transaction
(as determined by the Board of Directors) or (b) the present value of rent for
the remaining term of the lease. Rent shall be discounted to present value at
the actual percentage rate inherent in such lease as determined in good faith
by the Corporation, compounded semiannually. Rent is the lesser of (a) rent
for the remaining term of the lease assuming it is not terminated or (b) rent
from the date of determination until the first possible termination date plus
the termination payment then due, if any. The remaining term of a lease
includes any period for which the lease has been extended. Rent does not
include (i) amounts for maintenance, repairs, insurance, taxes, assessments
and similar charges or (ii) contingent rent, such as that based on sales.
Rent may be reduced by rent that any sublessee must pay from the date of
determination for all or part of the same property. For the purpose of any
limitation contained in this Indenture, there shall not be deemed to be any
Attributable Debt with respect to a sale-leaseback arrangement if the
Corporation or a Restricted Subsidiary would be entitled pursuant to the
provisions contained in Section 4.04 to issue, assume or guarantee "Debt" (as
defined in Section 4.04) secured by a lien on the property involved in such
arrangement without equally and ratably securing the Securities.
AUTHORIZED NEWSPAPER
-2-
CHEVRON CORPORATION
INDENTURE
The term "Authorized Newspaper" shall mean a newspaper of general
circulation containing financial news in The City of New York, printed in the
English language and customarily published on each Business Day, whether or
not published on Saturdays, Sundays or holidays. Whenever successive weekly
publications in an Authorized Newspaper are required hereunder, they may be
made (unless otherwise expressly provided herein) on the same or different
days of the week and in the same or different authorized Newspapers. If it is
impossible, or in the opinion of the Trustee, impracticable to publish any
notice in the manner herein required, then such publication in lieu thereof as
shall be made with the approval of the Trustee shall constitute a sufficient
publication of such notice.
BOARD OF DIRECTORS
The term "Board of Directors" shall mean the Board of Directors of
the Corporation, or any duly authorized committee of such Board of Directors.
BUSINESS DAY
The term "Business Day" shall mean any day which is not a Saturday
or Sunday or which in the City and County of San Francisco or in The City of
New York is neither a legal holiday nor a day on which banking institutions
are authorized by law or regulation to close.
CERTIFIED RESOLUTION
The term "Certified Resolution" shall mean a resolution of the Board
of Directors of the Corporation or the Executive Committee certified by the
Secretary or by an Assistant Secretary of the Corporation to have been duly
adopted by the Board of Directors of the Corporation or the Executive
Committee, as the case may be, and to be in full force and effect on the date
of such certification.
COMMISSION
The term "Commission" shall mean the Securities and Exchange
Commission, as from time to time constituted, created under the Securities
Exchange Act of 1934, as amended, or if at any time after the execution of
this Indenture such Commission is not existing and performing the duties
theretofore assigned to it under the Trust Indenture Act of 1939, then the
body performing such duties at such time.
CONSOLIDATED ADJUSTED TANGIBLE ASSETS
The term "Consolidated Adjusted Tangible Assets" shall mean the
consolidated total assets of the Corporation and its subsidiaries as reflected
in the Corporation's most recent consolidated balance sheet prepared in
accordance with the Corporation's accounting policies and generally accepted
accounting principles, less (i) goodwill, trademarks, trade names, patents,
unamortized debt discount and expense, and other deferred charges, (ii) total
current liabilities except for (1) notes and loans payable, (2) current
maturities of long-term debt and
-3-
CHEVRON CORPORATION
INDENTURE
(3) current maturities of obligations under capital leases, (iii) deferred
credits and other noncurrent obligations (including minority interests in
consolidated subsidiaries and reserves -- employee annuity plans and other
reserves which may hereafter be defined in the Corporation's accounting
policies).
CORPORATION
The term "Corporation" shall mean Chevron Corporation, a Delaware
corporation, until a successor corporation shall have become such pursuant to
the applicable provisions hereof, and thereafter "Corporation" shall mean such
successor corporation.
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 Corporation
pursuant to Section 2.01 of this Indenture until a successor Depository shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter the term "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.
EVENT OF DEFAULT
The term "Event of Default" with respect to Securities of any Series
shall mean any event specified as such in Section 6.01 and any other event as
may be established with respect to the securities of such Series as permitted
by Section 2.01. An Event of Default shall "exist" if an Event of Default
shall have occurred and be continuing.
EXECUTIVE COMMITTEE
The term "Executive Committee" shall mean the Executive Committee of
the Corporation as such committee may from time to time be established and
constituted pursuant to the provisions of the By-Laws of the Corporation.
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 this
Indenture, and bearing the legend prescribed in such Section 2.09.
INDENTURE
-4-
CHEVRON CORPORATION
INDENTURE
The term "Indenture" shall mean this instrument as originally
executed, or as it may from time to time be supplemented, modified or amended,
as provided herein, and shall include the form and terms of particular Series
of Securities established in accordance with the provisions of Sections 2.01
and 2.02.
INTEREST PAYMENT DATE
The term "Interest Payment Date" when used with respect to any
Security means the Stated Maturity of an installment of interest on such
Security.
OFFICER'S CERTIFICATE
The term "Officer's Certificate" shall mean a certificate signed by
the Chairman of the Board, any Vice-Chairman of the Board or any
Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Corporation. Each such certificate shall include
the statements provided for in Section 13.03, if and to the extent required by
the provisions of such Section.
OPINION OF COUNSEL
The term "Opinion of Counsel" shall mean a written opinion of
counsel who may be counsel to the Corporation. Each such opinion shall
include the statements provided for in Section 13.03, if and to the extent
required by the provisions of such Section.
ORIGINAL ISSUE DISCOUNT SECURITY
The term "Original Issue Discount Security" shall mean (a) any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon declaration of acceleration of the maturity thereof pursuant
to Section 6.01 or (b) any other Security which for United States Federal
income tax purposes would be considered an original issue discount security.
OUTSTANDING
The term "Outstanding" when used with reference to Securities shall,
subject to the provisions of Section 8.04, mean, as of the date of
determination, all Securities theretofore authenticated and delivered under
this Indenture, except:
(a) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
(b) Securities, for whose payment or redemption moneys in the
necessary amount have been theretofore deposited with the Trustee or
with any Paying Agent in trust for the Holders of such Securities,
provided that if such Securities are to be redeemed, notice of such
redemption has been duly
-5-
CHEVRON CORPORATION
INDENTURE
given as provided in Article Three hereof, or provision therefor
satisfactory to the Trustee has been made;
(c) Securities in exchange for or in lieu of which other
Securities shall have been authenticated and delivered under this
Indenture; and
(d) Securities alleged to have been destroyed, lost or stolen
which have been paid as provided in Section 2.07 hereof.
In determining whether the Holders of the requisite principal amount
of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination as if a declaration of
acceleration of the maturity thereof pursuant to Section 6.01 had been made.
PAYING AGENT
The term "Paying Agent" means any Person authorized by the
Corporation to pay the principal of and any interest and premium on any
Securities on behalf of the Corporation.
PERIODIC OFFERING
The term "Periodic Offering" means an offering of Securities of a
Series, from time to time the specific terms of which (including without
limitation, the rate or rates of interest, if any, thereon or any methods of
calculating such, the maturity date or dates thereof and any redemption
provisions with respect thereto) are to be determined by the Corporation or
its agents upon the issuance of such Series of Securities.
PERSON
The term "Person" shall mean an individual, a corporation, a partnership,
a joint venture, an association, a joint stock company, a trust, an
unincorporated organization, or a government or any agency, authority or
political subdivision thereof.
PRINCIPAL OFFICE OF THE TRUSTEE
The term "Principal Office of the Trustee" shall mean the principal
office of the Trustee in New York, New York at which at any particular time
its corporate trust business shall be administered, except that with respect
to presentation of Securities and any coupons for payment such term shall mean
the office or agency of the Trustee at which at any particular time its
corporate agency business shall be conducted. The present address of the
principal office at which the corporate trust business of the Trustee is
administered is Chemical Bank, 450 West 33rd Street, New York, New York 10001.
-6-
CHEVRON CORPORATION
INDENTURE
PRINCIPAL PROPERTY
The term "Principal Property" means any oil or gas producing
property located in the United States, onshore or offshore, or any refinery or
manufacturing plant located in the United States in each case now owned or
hereafter acquired by the Corporation or a Restricted Subsidiary, except any
oil or gas producing property, refinery or plant that in the opinion of the
Board of Directors is not of material importance to the total business
conducted by the Corporation and its consolidated Subsidiaries.
RECORD DATE
The term "Record Date" for the interest payable on any Interest
Payment Date on any Series of Securities shall mean the date specified as such
in the Securities of such Series.
REDEMPTION DATE
The term "Redemption Date" when used with respect to any Security to
be redeemed means the date fixed for such redemption pursuant to this
Indenture.
REDEMPTION PRICE
The term "Redemption Price" when used with respect to any Security
to be redeemed means the price at which it is to be redeemed pursuant to this
Indenture. It includes any applicable premium but does not include
installments of interest whose Stated Maturity is on or before the Redemption
Date.
REGISTER
The term "Register" shall mean the books for the registration and
transfer of Securities which books are kept by the Trustee pursuant to Section
2.05.
RESPONSIBLE OFFICER
The term "Responsible Officer" when used with respect to the Trustee
shall mean the chairman and vice-chairman of the board of directors, the
chairman and vice-chairman of the executive committee of said board, the
president, any vice-president or second vice-president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any corporate trust officer, the controller, any assistant
controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other
officer of the Trustee to whom such matter is referred because of such
Person's knowledge of and familiarity with the particular subject.
RESTRICTED SUBSIDIARY
-7-
CHEVRON CORPORATION
INDENTURE
The term "Restricted Subsidiary" means any Subsidiary that has
substantially all of its assets located in the United States of America and
which owns a Principal Property and in which the Corporation's direct or
indirect capital investment together with the outstanding balance of (a) any
loans and advances made to such Subsidiary by the Corporation or any other
Subsidiary and (b) any debt of such Subsidiary guaranteed by the Corporation
or any other Subsidiary exceeds $100,000,000.
SECURITY OR SECURITIES
The terms "Security" or "Securities" shall mean any security or
securities of the Corporation without regard to Series, authenticated and
delivered under this Indenture.
SECURITYHOLDER; HOLDER
The terms "Securityholder" or "Holder", whenever employed herein
with respect to a fully registered Security, shall mean the Person in whose
name such Security shall be registered on the Register and, whenever employed
herein with respect to any coupon Security or a coupon, shall mean the bearer
of such coupon Security or coupon.
SERIES
The term "Series" shall mean an issue of Securities under this Indenture.
STATED MATURITY
The term "Stated Maturity" when used with respect to any Security or
any installment of interest thereon means the date specified in such Security
or the coupon representing such installment of interest as the fixed date on
which the principal of such Security or such installment of interest is due
and payable.
SUBSIDIARY
The term "Subsidiary" means at any given time any corporation at
least a majority of the outstanding securities of which having ordinary voting
power (other than securities having such power only by reason of the happening
of a contingency) shall at such time be owned by the Corporation or one or
more Subsidiaries or by the Corporation and one or more Subsidiaries.
SUPPLEMENTAL INDENTURE
The term "Supplemental Indenture" shall mean an indenture
supplemental hereto as such Supplemental Indenture may be originally executed,
or as it may from time to time be supplemented, modified or amended, as
provided herein and therein.
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CHEVRON CORPORATION
INDENTURE
TRUSTEE
The term "Trustee" shall mean Chemical Bank until a successor
Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean such successor Trustee.
TRUST INDENTURE ACT OF 1939
The term "Trust Indenture Act of 1939" shall mean the Trust
Indenture Act of 1939, as amended as of the date of this Indenture.
UNITED STATES DOLLARS
The term "United States Dollars" shall mean the lawful currency of
the United States of America.
ARTICLE TWO
ISSUE, DESCRIPTION, EXECUTION, REGISTRATION,
TRANSFER AND EXCHANGE OF SECURITIES
SECTION 2.01. AMOUNT, SERIES, EXECUTION, AUTHENTICATION AND
DELIVERY OF SECURITIES. The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is not limited. The
Securities may be issued in one or more Series.
(A) The following terms and provisions of each Series of Securities
shall be established by a resolution of the Board of Directors or of the
Executive Committee and set forth in either a Certified Resolution or a
Supplemental Indenture:
(1) the designation of the Series of Securities (which shall
distinguish the Securities of such Series from all other Series of
Securities),
(2) any limit upon the aggregate principal amount of the
particular Series of Securities which may be executed, authenticated
and delivered under this Indenture; PROVIDED, HOWEVER, that nothing
contained in this Section 2.01 or elsewhere in this Indenture or in
the Securities or in such Certified Resolution or in a Supplemental
Indenture is intended to or shall limit execution by the Corporation
or authentication and delivery by the Trustee of Securities under the
circumstances contemplated by Sections 2.05, 2.06, 2.07, 3.04 and
10.04,
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CHEVRON CORPORATION
INDENTURE
(3) the currency or currencies or composite currency in which
principal of and interest and any premium on such Series of
Securities shall be payable (if other than in United States
Dollars),
(4) the Stated Maturity for payment of principal of such
Series of Securities and any sinking fund or analogous provisions,
(5) the rate or rates at which such Series of Securities shall
bear interest or the method of calculating such rate or rates of
interest and the Interest Payment Dates for such Series of
Securities,
(6) the place or places where such Series of Securities may be
presented for payment and for the other purposes provided in Section
4.06,
(7) any Redemption Price or Prices, the Redemption Date or
Dates and other applicable redemption or repurchase provisions for
such Series of Securities,
(8) whether such Series of Securities shall be issuable as
fully registered securities (and if so, whether such Series of
Securities shall be issuable as one or more Global Securities) or
as coupon securities or as both coupon and fully registered
securities and the form of such Series of Securities,
(9) if the Securities of such Series shall be issued in whole
or in part as 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,
(10) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which such Series of
Securities shall be issuable,
(11) the date from which interest on such Securities shall
accrue,
(12) the basis upon which interest on such Series of Securities
shall be computed (if other than on the basis of a 360-day year of
twelve 30-day months),
(13) if other than the principal amount thereof, the portion of
the principal amount of such Series of Securities which shall be
payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.01,
(14) the Person or Persons who shall be registrar for such
Series of Securities, and the place or places where the Register of
such Series of Securities shall be kept,
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CHEVRON CORPORATION
INDENTURE
(15) any additional events of default with respect to the
Securities of a particular Series not set forth herein,
(16) any additional covenants of the Corporation with respect
to the Securities of a particular Series not set forth herein,
(17) the terms and conditions, if any, upon which any
Securities of such Series may or shall be converted into other
instruments or other forms of property and
(18) any other terms of such Series of Securities (which terms
shall not be inconsistent with the provisions of this Indenture).
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 and except as may otherwise be provided in or pursuant to the
Certified Resolution or Supplemental Indenture relating to such Series of
Securities. All Securities of any one Series need not be issued at the same
time, and, unless otherwise provided in the Certified Resolution or
Supplemental Indenture relating to such Series, a Series may be reopened for
issuances of additional Securities of such Series.
(B) At any time and from time to time after the execution and delivery
of this Indenture, the Corporation may deliver any Series of Securities
executed by the Corporation 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 Corporation, signed by an officer of the Corporation, without any further
corporate action. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such
Securities and except as hereinafter provided with respect to a Series of
Securities subject to a Periodic Offering, the Trustee shall be entitled to
receive, and (subject to Section 7.01) shall be fully protected in relying
upon:
(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) the terms and form of such Securities have been
established as permitted by Sections 2.01 and 2.02 in conformity
with the provisions of this Indenture,
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CHEVRON CORPORATION
INDENTURE
(b) such Securities, when executed and issued by the
Corporation 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 Corporation,
except as any rights thereunder may be limited by the effect of
bankruptcy, insolvency, reorganization, receivership,
conservatorship, arrangement, moratorium or other laws affecting
or relating to the rights of creditors generally; the rules
governing the availability of specific performance, injunctive
relief or other equitable remedies and general principles of
equity, regardless of whether considered in a proceeding in
equity or at law; the effect of applicable court decisions
invoking statutes or principles of equity, which have held
that certain covenants and provisions of agreements are
unenforceable where the breach of such covenants or provisions
imposes restrictions or burdens upon a borrower, and it cannot
be demonstrated that the enforcement of such restrictions or
burdens is necessary for the protection of the creditor, or
which have held that the creditor's enforcement of such
covenants or provisions under the circumstances would have
violated the creditor's covenants of good faith and fair
dealing implied under California law; and the effect of
California statutes and rules of law which cannot be waived
prospectively by a borrower, and
(c) the Corporation has complied with all applicable
Federal laws and requirements in respect of the execution
and delivery of such Securities.
With respect to a Series of Securities subject to a Periodic Offering, the
Trustee shall be entitled to receive, and, subject to Section 7.01, shall be
fully protected in relying upon the documents described in the foregoing
subsections (1), (2) and (3) of this Section 2.01; provided that (i) the
Certified Resolution may be delivered to the Trustee prior to the delivery to
the Trustee of such Securities for authentication and delivery, (ii) the
Trustee shall authenticate and deliver Securities of such Series for original
issue from time to time, in an aggregate principal amount not exceeding the
aggregate principal amount, if any, established for such Series, pursuant to
such Certified Resolution or pursuant to such procedures as may be specified
from time to time by a Certified Resolution, (iii) the maturity date or dates,
original issue date or dates, interest rate or rates or the method or methods
of calculating such and any other terms of the Securities of such Series shall
be determined by the Certified Resolution or pursuant to such procedures, (iv)
if provided for in such procedures, such Certified Resolution may authorize
authentication and delivery pursuant to oral or electronic instructions from
the Corporation or its duly authorized agent or agents, which oral
instructions shall be promptly confirmed in writing and (v) the Trustee shall
be entitled to receive an Opinion of Counsel only once at or prior to the time
of the first authentication of
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CHEVRON CORPORATION
INDENTURE
Securities of such Series and that the opinions described in the foregoing
subsections (3)(a) and (3)(b) of this Section 2.01 may be to the effect that:
(x) the form of the Securities of such Series has been duly
authorized by the Corporation and has been established in
conformity with the provisions of this Indenture and that, when
the terms of such Securities shall have been established pursuant
to a Certified Resolution or pursuant to such procedures as maybe
specified from time to time by a Certified Resolution, such terms
will have been duly authorized by the Corporation and will have
been established in conformity with the provisions of this
Indenture and
(y) Securities of such Series, when executed and issued by
the Corporation and completed, 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 and
when paid for, all as contemplated by and in accordance with the
Certified Resolution or specified procedures, as the case may be,
will constitute valid and binding obligations of the Corporation,
except as any rights thereunder may be limited by the effect of
bankruptcy, insolvency, reorganization, receivership,
conservatorship, arrangement, moratorium or other laws affecting or
relating to the rights of creditors generally; the rules governing
the availability of specific performance, injunctive relief or other
equitable remedies and general principles of equity, regardless of
whether considered in a proceeding in equity or at law; the effect
of applicable court decisions invoking statutes or principles of
equity, which have held that certain covenants and provisions
of agreements are unenforceable where the breach of such covenants
or provisions imposes restrictions or burdens upon a borrower, and
it cannot be demonstrated that the enforcement of such restrictions
or burdens is necessary for the protection of the creditor, or which
have held that the creditor's enforcement of such covenants or
provisions under the circumstances would have violated the creditor's
covenants of good faith and fair dealing implied under California
law; and the effect of California statutes and rules of law which
cannot be waived prospectively by a borrower.
With respect to Securities of a Series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Corporation of any such
Securities, the form and terms thereof and the valid and binding effect
thereof, upon the Opinion of Counsel and other documents delivered pursuant to
this Section 2.01 in connection with the first authentication of Securities of
such Series unless and until such Opinion of Counsel or other documents shall
have been superseded or revoked. In connection with the authentication and
delivery of Securities of a Series subject to a Periodic Offering, the Trustee
shall be entitled to assume that the instructions of the Corporation to
authenticate and deliver such Securities do not violate any rules, regulations
or orders of any governmental agency having jurisdiction over the Corporation.
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CHEVRON CORPORATION
INDENTURE
Each fully registered Security shall be dated the date of its
authentication. Any Series of coupon Securities shall be dated as provided in
the Certified Resolution or the Supplemental Indenture creating such Series.
SECTION 2.02. FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE OF
AUTHENTICATION. The Securities of each Series shall be substantially of the
tenor and purport as shall be authorized by the related Certified Resolution
or Supplemental Indenture, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements thereon as the
Board of Directors or the Executive Committee may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Securities of
such Series may be listed, or to conform to usage.
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.
The Trustee's certificate of authentication shall be in
substantially the following form:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities, of the Series designated herein,
referred to in the within-mentioned Indenture.
CHEMICAL BANK, as Trustee
By ___________________________________
Authorized Officer
SECTION 2.03. DENOMINATIONS; PAYMENT OF INTEREST ON FULLY
REGISTERED SECURITIES. 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. 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.
If the fully registered Securities of any Series shall bear interest,
each Security of such Series shall bear interest from the applicable date at
the rate per annum specified in the Certified Resolution or Supplemental
Indenture with respect to such Series of Securities. Unless otherwise
specified in the Certified Resolution or Supplemental Indenture with respect
to the Securities of any Series, interest on the Securities of such Series
shall be computed on the basis of a 360-day year of twelve 30-day months.
Such interest shall be payable on
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CHEVRON CORPORATION
INDENTURE
the Interest Payment Dates specified in the Certified Resolution or
Supplemental Indenture with respect to such Series of Securities. The Person
in whose name any Security is registered at the close of business on the
applicable Record Date for the Series of which such Security is a part shall
be entitled to receive the interest payable thereon on such Interest Payment
Date notwithstanding the cancellation of such Security upon any transfer or
exchange thereof subsequent to such Record Date and prior to such Interest
Payment Date unless such Security shall have been called for redemption on a
Redemption Date which is subsequent to such Record Date and prior to such
Interest Payment Date or unless the Corporation shall default in the payment
of interest due on such Interest Payment Date on any fully registered Security
of such Series.
Any interest on any fully registered Security of any Series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered Holder on the relevant Record Date solely by virtue
of such Holder having been such Holder; and such Defaulted Interest may be
paid by the Corporation, at its election in each case, as provided in
subsection A or B below:
A. The Corporation may elect to make payment of any Defaulted
Interest on the fully registered Securities of any Series to the
Persons in whose names such Securities are registered at the close
of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.
The Corporation shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date
of the proposed payment (which date shall be such as will enable the
Trustee to comply with the next sentence hereof), and at the same
time the Corporation shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
subsection provided. Thereupon the Trustee shall fix a special
record date (the "Special Record Date") for the payment of such
Defaulted Interest which shall be not more than 15 nor less than 10
days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Corporation of such
Special Record Date and, in the name and at the expense of the
Corporation, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of a fully registered
Security of such Series at such Holder's address as it appears in
the Security Register not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion in the name and at
the expense of the Corporation, cause a similar notice to be
published at least once in an Authorized Newspaper, but such
publication shall not be a condition precedent to the establishment
of such
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CHEVRON CORPORATION
INDENTURE
Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such Series are
registered on such Special Record Date and shall no longer be
payable pursuant to the following subsection B.
B. The Corporation may make payment of any Defaulted
Interest on the fully registered Securities of any Series in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed and upon
such notice as may be required by such exchange, if, after notice
given by the Corporation to the Trustee of the proposed payment
pursuant to this subsection, such payment shall be deemed
practicable by the Trustee.
Subject to the foregoing provisions of this Section 2.03, each
Security delivered under this Indenture upon transfer of or in exchange for or
in lieu of any other Security shall carry all the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security and each
such Security shall bear interest from such date, or have attached thereto
such coupons, such that neither gain nor loss in interest shall result from
such transfer, exchange or substitution.
SECTION 2.04. EXECUTION OF SECURITIES. The Securities shall be executed
manually or in facsimile, by an officer and the Secretary or an Assistant
Secretary of the Corporation under its corporate seal, which may be affixed
thereto or printed, engraved or otherwise reproduced thereon, by facsimile or
otherwise. Only such Securities as shall bear thereon a certificate of
authentication substantially in the form recited herein, executed by the
Trustee manually by an authorized officer, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate
of authentication of the Trustee upon any Security executed by the Corporation
shall be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture. Typographical or other errors or defects in the
seal or facsimile signature on any Security or in the text thereof shall not
affect the validity or enforceability of such Security if it has been duly
authenticated and delivered by the Trustee.
In case any officer of the Corporation who shall have signed any of the
Securities (manually or in facsimile) shall cease to be such officer before
the Securities so signed shall have been authenticated and delivered by the
Trustee, or disposed of by the Corporation, such Securities nevertheless may
be authenticated and delivered or disposed of as though the Person who signed
such Securities had not ceased to be such officer of the Corporation. Also,
any Security may be signed on behalf of the Corporation by such Persons as on
the actual date of execution of such Security shall be the proper officers of
the Corporation, although at the date of the execution of this Indenture or on
the nominal date of such coupon Security any such Person was not such officer.
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CHEVRON CORPORATION
INDENTURE
SECTION 2.05. REGISTRATION, TRANSFER AND EXCHANGE OF SECURITIES.
Except as specifically otherwise 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 4.06
and the Corporation 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.
The Corporation shall keep or cause to be kept, at one or more of
the offices or agencies to be maintained by the Corporation in accordance with
the provisions of Section 4.06 with respect to the Securities of each Series,
the Register in which, subject to such reasonable regulations as it may
prescribe, the Corporation shall provide for the registration of the
Securities of such Series and the transfer of Securities of such Series as in
this Article provided. The Register shall be in written form or in any other
form capable of being converted into written form within a reasonable time.
At all reasonable times the Register shall be open for inspection by the
Trustee and any registrar of the Securities of such Series other than the
Trustee. Upon due presentment for transfer of any Security of any Series at
the offices or agencies of the Corporation to be maintained in accordance with
Section 4.06 with respect to the Securities of such Series, the Corporation
shall execute a new Security and the Trustee shall authenticate and deliver in
the name of the transferee or transferees a new Security or Securities of the
same Series for a like aggregate principal amount of authorized denominations.
Notwithstanding any other provisions 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.
If and to the extent so provided with respect to the Securities of
any Series, at the option of the Holder, coupon Securities of such Series may
be exchanged for fully registered Securities of the same Series, of any
authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at the offices or agencies of the
Corporation to be maintained in accordance with the provisions of Section 4.06
with all unmatured coupons and all matured coupons in default thereto
appertaining, and fully registered Securities of such Series may be exchanged
for coupon Securities or fully registered Securities of the same Series, of
any authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so to be surrendered for exchange, the Corporation
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.
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CHEVRON CORPORATION
INDENTURE
Title to any coupon Securities not registered as to principal and to
any interest coupon shall pass by delivery. The Corporation, the Trustee and
any paying agent may treat the bearer of any coupon Security not registered as
to principal, whether or not such Security shall be overdue, and the bearer of
any coupon, whether or not such coupon shall be overdue, as the absolute owner
of such Security or coupon for the purpose of receiving payment thereof and
for all other purposes whatsoever, and the Corporation, the Trustee and any
paying agent shall not be affected by any notice to the contrary.
All Securities of any Series presented or surrendered for exchange,
transfer, redemption, conversion or payment shall, if so required by the
Corporation or any registrar of the Securities of such Series, be accompanied
by a written instrument or instruments of transfer, in form satisfactory to
the Corporation and such registrar, duly executed by the registered Holder or
by such Person's attorney duly authorized in writing.
No service charge shall be made for any exchange or registration of
transfer of Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto.
The Corporation shall not be required to exchange or transfer (a)
any Securities of any Series during a period beginning at the opening of
business 15 days before the day of the first publication or the mailing (if
there is no publication) of a notice of redemption of Securities of such
Series and ending at the close of business on the day of such publication or
mailing, (b) any Securities called or selected for redemption in whole or in
part, except, in the case of Securities called for redemption in part, the
portion thereof not so called for redemption in whole or in part or (c) any
fully registered Securities of any Series for coupon Securities or any coupon
Security of such Series for fully registered Securities during a period
beginning at the opening of business on any Record Date for such Series and
ending at the close of business on the relevant Interest Payment Date
therefor.
SECTION 2.06. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any Series, the Corporation may execute and the
Trustee shall authenticate and deliver temporary Securities of such Series
which are printed, lithographed, typewritten or otherwise produced, in any
denomination substantially of the tenor of the definitive Securities in lieu
of which they are issued, in bearer or registered form with one or more
coupons or without coupons, with or without provision for registration and
with such appropriate omissions, insertions, substitutions and other
variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. Every such temporary
Security shall be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Securities. If temporary Securities are issued, the Corporation will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities of such Series
shall be exchangeable for definitive Securities upon surrender of the
temporary Securities without charge to the Holder at the offices or agencies
to be maintained by the Corporation as provided in Section 4.06 with respect
to the Securities of such Series. Upon surrender for cancellation of any one
or more temporary Securities (accompanied by
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CHEVRON CORPORATION
INDENTURE
any unmatured coupons appertaining thereto) the Corporation shall execute and
the Trustee shall authenticate and deliver in exchange for such temporary
Securities an equal aggregate principal amount of definitive Securities of
such Series. Until so exchanged, the temporary Securities of any Series shall
in all respects be entitled to the benefits of this Indenture and interest
thereon, when and as payable, shall be paid to the bearers of the temporary
Securities upon presentation thereof for notation of such payment thereon,
unless such temporary Securities shall be fully registered or shall bear
coupons for such interest.
SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. If (i)
any mutilated Security or a Security with a mutilated coupon appertaining
thereto is surrendered to the Trustee, or the Corporation and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of
any Security or coupon, and (ii) there is delivered to the Corporation and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Corporation or the
Trustee that such Security or coupon has been acquired by a bona fide
purchaser, the Corporation shall execute and upon its request the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Security, or in exchange for the Security
to which such coupon appertains (upon surrender of such Security with all
appurtenant coupons not destroyed, lost or stolen), a new Security of the same
Series and of like tenor and principal amount, bearing a number not
contemporaneously Outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the
Security to which such mutilated, destroyed, lost or stolen coupon appertains.
In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Corporation in its
discretion may, instead of issuing a new Security, pay such Security or
coupon.
Upon the issuance of any new Security under this Section 2.07, the
Corporation may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any
other expenses connected therewith.
Every new Security with its coupons, if any, issued pursuant to this
Section 2.07 in lieu of any destroyed, lost or stolen Security and every new
coupon issued pursuant to this Section 2.07 in lieu of any destroyed, lost or
stolen coupon, shall constitute an original additional contractual obligation
of the Corporation, whether or not the destroyed, lost or stolen Security and
its coupons, if any, or the destroyed, lost or stolen coupon, shall be at any
time enforceable by anyone, and shall be entitled to all the security and
benefits of this Indenture equally and ratably with all other Outstanding
Securities of such Series and their appurtenant coupons.
The provisions of this Section 2.07 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities or
coupons.
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CHEVRON CORPORATION
INDENTURE
SECTION 2.08. CANCELLATION AND DESTRUCTION OF SURRENDERED SECURITIES.
All Securities and any coupons surrendered for payment, redemption, transfer,
conversion or exchange shall, if surrendered to the Corporation, the Trustee
or any agent of the Corporation or of the Trustee, be delivered to the
Trustee, and the same, together with Securities surrendered to the Trustee for
cancellation, shall be canceled by it and thereafter disposed of by it as
directed by the Corporation, and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture;
PROVIDED, HOWEVER, that except as otherwise agreed upon by the Corporation and
the Trustee, the Trustee shall hold an aggregate amount of surrendered coupon
Securities and surrendered unmatured coupons as the Trustee determines to be
sufficient for the purposes of permitted future exchanges or transfers of
fully registered Securities for coupon Securities. The Trustee shall destroy
canceled Securities and deliver a certificate of destruction thereof to the
Corporation unless by an Officer's Certificate of the Corporation, the
Corporation shall direct that canceled Securities be returned to it. If the
Corporation shall purchase or otherwise acquire any of the Securities,
however, such purchase or acquisition shall not operate as a payment,
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Corporation, at its option shall deliver or surrender the
same to the Trustee for cancellation.
SECTION 2.09. SECURITIES IN GLOBAL FORM; DEPOSITORIES. (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 Corporation 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
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CHEVRON CORPORATION
INDENTURE
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 Corporation with respect to a Global Security, after its
initial issuance, shall be in writing but need not comply with Section 13.03
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 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 Corporation 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 Corporation 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
Corporation within 90 days after the Corporation receives such notice or
learns of such ineligibility, the Corporation shall execute and the
Corporation 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 Corporation.
(d) The Corporation 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 Corporation will execute and upon receipt of a
written order from the Corporation, 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 Corporation.
(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.
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INDENTURE
ARTICLE THREE
REDEMPTION OF SECURITIES
SECTION 3.01. REDEMPTION OF SECURITIES. Securities of any Series may be
made subject to redemption prior to their Stated Maturity, as a whole or in
part, at such time or times, upon payment of the principal amount thereof plus
such premium or premiums, if any, as shall be set forth in the resolution of
the Board of Directors or the Executive Committee or the Supplemental
Indenture relating to such Series.
SECTION 3.02. NOTICE OF REDEMPTION. In all cases other than redemption
at the option of the Holders of Securities, notice of redemption (except as
provided below if all Outstanding Securities are fully registered) shall be
given by publication at least once prior to the Redemption Date in an
Authorized Newspaper, each such publication to be not less than 30 nor more
than 60 days before such Redemption Date. If any Security called for
redemption is fully registered, notice of redemption thereof shall also be
mailed, not less than 30 nor more than 60 days prior to the Redemption Date,
to each Person in whose name any Security called for redemption is registered
on the Register as of the date of such notice, but if notice is published as
aforesaid, neither a failure to give notice by mail nor any defect in any
notice so mailed shall affect the validity of the proceedings for such
redemption. Each notice of redemption shall state the Redemption Date, the
Redemption Price, the place of redemption, the principal amount and, if less
than all, the distinctive numbers of the Securities to be redeemed and shall
also state that the interest on the Securities in such notice designated for
redemption shall cease to accrue from and after such Redemption Date. If no
Securities are Outstanding except those which are registered, publication of
such notice shall not be required, but such notice shall be mailed to each
registered owner of such Securities at such owner's address as it appears on
the Register.
Notice of redemption of Securities may be given by the Corporation or, at
the option of the Corporation, by the Trustee on behalf of the Corporation.
Upon receipt of any direction to give notice, the Trustee shall immediately
give such notice. The Trustee may rely upon such direction that all
conditions precedent to the giving of such direction have been complied with
or done.
SECTION 3.03. SELECTION OF SECURITIES FOR REDEMPTION. Whenever
provision is made for the redemption of any Series of Securities or portion
thereof and less than all of the Securities of such Series or portion thereof
are called for redemption, the Trustee shall select the Securities to be
redeemed, from the Outstanding Securities of such Series or portion thereof
not previously called for redemption, in any manner which the Trustee deems
fair and appropriate. For the purpose of any such selection, the Trustee
shall assign a separate number for each $1,000 principal amount of each fully
registered Security of a denomination of more than $1,000 except that if the
Securities of any Series are denominated in a currency other than U.S.
dollars, the Trustee shall assign a separate number for each principal amount
equal to the minimum denomination of each fully registered Security of such
Series of a denomination greater than such minimum denomination.
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INDENTURE
SECTION 3.04. PARTIAL REDEMPTION OF REGISTERED SECURITY. Upon surrender
of any registered Security (including any Global Security) to be redeemed in
part only, the Corporation shall execute and the Trustee shall authenticate
and deliver to the registered owner thereof, without service charge, a new
Security or Securities (or in the case of a Global Security, a new Global
Security) of the same Series and maturity and of authorized denomination or
denominations as requested by such registered owners, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.
SECTION 3.05. EFFECT OF REDEMPTION. If notice of redemption shall have
been duly given as provided in Section 3.02, the Securities or portions of
Securities specified in such notice shall become due and payable on the
Redemption Date and at the place or places stated in such notice at the
Redemption Price specified in such notice, and on and after such Redemption
Date (unless the Corporation shall default in the payment of such Securities
at the applicable Redemption Price) such Securities or portions of Securities
shall cease to bear interest, and such Securities shall cease from and after
the Redemption Date to be entitled to any benefit or security under this
Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the Redemption Price thereof and any
unpaid interest accrued to the Redemption Date. Upon presentation and
surrender of such Securities at said place of payment in said notice
specified, the said Securities or portions thereof shall be paid and redeemed
by the Corporation at the applicable Redemption Price, together with any
interest accrued to the Redemption Date; PROVIDED, HOWEVER, that any regular
payment of interest becoming due on any fully registered Securities on the
Redemption Date shall be payable to the registered owners of such Securities
as of the Relevant Record Date as provided in Article Two hereof. Upon
presentation of any Security which is redeemed in part only, the Corporation
shall execute a new Security and the Trustee shall authenticate and deliver at
the expense of the Corporation a new Security of the same Series of authorized
denomination in principal amount equal to the unredeemed portion of the
Security so presented.
If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal thereof shall, to the extent permitted
by law, bear interest from the date fixed for redemption at the rate borne by
the Security, or, in the case of a Security which does not bear interest, at
the rate of interest set forth therefor in the Security in either case, until
paid.
ARTICLE FOUR
PARTICULAR COVENANTS OF THE CORPORATION
SECTION 4.01. PAYMENT OF PRINCIPAL OF AND INTEREST ON SECURITIES. The
Corporation 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
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CHEVRON CORPORATION
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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 Corporation, 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.
SECTION 4.02. CORPORATE EXISTENCE OF THE CORPORATION; CONSOLIDATION,
MERGER, SALE OR TRANSFER. The Corporation covenants that so long as any of
the Securities are Outstanding, it will maintain its corporate existence, will
not dissolve, sell or otherwise dispose of all or substantially all of its
assets and will not consolidate with or merge into another corporation or
permit one or more other corporations to consolidate with or merge into it;
provided that the Corporation may, without violating the covenants in this
Section 4.02 contained, consolidate with or merge into another corporation or
permit one or more other corporations to consolidate with or merge into it, or
sell or otherwise transfer to another corporation all or substantially all of
its assets as an entirety and thereafter dissolve, if the surviving, resulting
or transferee corporation, as the case may be, (i) shall be incorporated and
existing under the laws of one of the States of the United States of America,
(ii) assumes, if such corporation is not the Corporation, all of the
obligations of the Corporation hereunder and (iii) is not, after such
transaction, otherwise in default under any provisions hereof.
SECTION 4.03. SECURITIES TO BE SECURED IN CERTAIN EVENTS. If, upon any
consolidation or merger of the Corporation, any Principal Property would
thereupon become subject to any mortgage, security interest, pledge, lien or
other encumbrance (the "Attaching Lien"), the Corporation, prior to any such
consolidation or merger, will secure the Outstanding Securities (together
with, if the Corporation shall so determine, any other indebtedness of or
guaranteed by the Corporation ranking equally with the Securities and then
existing or thereafter created) equally and ratably with the debt or other
obligation secured by the Attaching Lien unless such debt or other obligation
secured by the Attaching Lien could have been incurred by the Corporation or a
Restricted Subsidiary without being required by the provisions of Section 4.04
(whether or not such Section may be applicable to any Series of Securities) to
secure the Securities equally and ratably therewith.
SECTION 4.04. LIMITATIONS ON LIENS. Nothing in this Indenture or
(except as expressly provided with respect to a Series in the establishment of
the terms thereof) in the Securities contained shall in any way restrict or
prevent the Corporation or any Subsidiary from incurring any indebtedness;
provided that the Corporation covenants and agrees that it will not itself and
will not permit any Restricted Subsidiary to issue, assume or guarantee any
notes, bonds, debentures or other similar evidences of indebtedness for money
borrowed (notes, bonds, debentures or other similar evidences of indebtedness
for money borrowed being hereinafter in this Article Four called "Debt")
secured by a pledge of, or mortgage or lien on (mortgages, pledges and liens
being hereinafter in this Article Four called "liens"), any of the
Corporation's or any Restricted Subsidiary's Principal Properties or any
shares of stock of or indebtedness of any Restricted Subsidiary (such
Principal Properties, stock and indebtedness being sometimes hereinafter
collectively referred to as "Property"), without
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CHEVRON CORPORATION
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effectively providing that the Securities (together with, if the Corporation
shall so determine, any other Debt of the Corporation or such Restricted
Subsidiary then existing or thereafter created ranking equally with the
Securities, including guarantees of indebtedness of others) shall be secured
equally and ratably with (or prior to) such Debt, so long as such Debt shall
be so secured, except that this Section 4.04 shall not apply to Debt secured
by:
(1) liens on Property of any corporation existing at the time
such corporation becomes a Restricted Subsidiary;
(2) liens on Property existing at the time of acquisition
thereof or to secure the payment of all or any part of the purchase
price thereof or to secure any Debt incurred prior to, at the time
of or within 24 months after the acquisition of such Property for
the purpose of financing all or any part of the purchase price
thereof;
(3) liens on particular Property to secure any Debt incurred
to provide funds for all or any part of the cost of exploration,
drilling or development of such Property or the cost of improvements
to such Property;
(4) liens which secure Debt owing by a Restricted Subsidiary
to the Corporation or any Subsidiary;
(5) liens on personal property, other than shares of stock or
indebtedness of any Restricted Subsidiary, to secure loans maturing
not more than one year from the date of the creation thereof;
(6) liens on Property to secure Debt or other indebtedness
incurred in connection with any financings done in accordance with
the provisions of Section 103 of the Internal Revenue Code of 1986,
as amended; and
(7) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any
lien referred to in the foregoing subparagraphs (1) to (6),
inclusive, or of any Debt secured thereby; provided that such
extension, renewal or replacement mortgage shall be limited to all
or any part of the same Property that secured the lien extended,
renewed or replaced (plus improvements on such Property).
Notwithstanding the restrictions contained in this Section 4.04, the
Corporation may, and may permit any Restricted Subsidiary to, issue, assume or
guarantee Debt secured by liens on property of the types to which this Section
applies and which are not excepted by subparagraphs (1) through (7) of this
Section without equally and ratably securing the Securities, provided that the
sum of all such Debt then being issued, assumed or guaranteed and the
aggregate of Attributable Debt with respect to sale and leaseback arrangements
of the Corporation and any Restricted Subsidiary permitted by Section 4.05
(whether or not such Section may be applicable to any Series of Securities)
does not exceed ten percent of
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CHEVRON CORPORATION
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the Consolidated Adjusted Tangible Assets prior to the time such Debt was
issued, assumed or guaranteed.
The following types of transactions, among others, shall not be deemed to
create "Debt" secured by "liens" within the meaning of those terms as defined
above:
(a) the sale or other transfer of (i) oil, gas or other
minerals in place for a period of time until, or in an amount such
that, the purchaser will realize therefrom a specified amount of
money (however determined) or a specified amount of such minerals,
or (ii) any other interest in property of the character commonly
referred to as a "production payment"; and
(b) the mortgage or pledge of any property of the Corporation
or any Subsidiary in favor of the United States of America, or any
State, or any department, agency or instrumentality of either, to
secure partial, progress, advance or other payments to the
Corporation or any Subsidiary pursuant to the provisions of any
contract or statute.
SECTION 4.05. LIMITATION ON SALE AND LEASEBACK. The Corporation will
not itself, and will not permit any Restricted Subsidiary to, enter into any
arrangement (except for temporary leases for a term of not more than three
years, or except for sale or transfer and leaseback transactions involving the
acquisition or improvement of Principal Properties provided that the amount of
consideration received at the time of sale or transfer by the Corporation or
such Restricted Subsidiary for the property so sold or transferred shall be
applied as set forth in subparagraph (2) below) with any bank, insurance
company or other lender or investor, or to which any such lender or investor
is a party, providing for the leasing to the Corporation or any Restricted
Subsidiary of any Principal Property which has been or is to be sold or
transferred by the Corporation or any Restricted Subsidiary to such lender or
investor or to any Person to whom funds have been or are to be advanced by
such lender or investor on the security of such property unless either:
(1) the Corporation or any Restricted Subsidiary could create
Debt secured by a mortgage pursuant to Section 4.04 on the property
to be leased without equally and ratably securing the Securities, or
(2) The Corporation within the 12 months preceding such sale
or transfer or the 12 months following such sale or transfer,
regardless of whether such sale or transfer may have been made by
the Corporation or by a Restricted Subsidiary, has applied or
applies an amount equal to the greater of (a) the net proceeds of
the sale of the property leased pursuant to such arrangement or (b)
the fair value of the property so leased at the time of entering
into such arrangement:
(i) to the voluntary retirement of debt of the
Corporation or of a Restricted Subsidiary or debt of a
Subsidiary guaranteed by the
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CHEVRON CORPORATION
INDENTURE
Corporation which debt matures by its terms more than one year
after the date on which it was originally incurred (collectively
herein called "funded debt"); provided that there shall be
credited against the amount required by subparagraph (2) to be
applied to the retirement of funded debt an amount equal to:
(A) the principal amount of any Securities delivered
within the 12 months preceding such sale or transfer or
the 12 months following such sale or transfer to the
Trustee for voluntary retirement and cancellation, and
(B) the principal amount of funded debt, other than
Securities, voluntarily retired by the Corporation within
12 months before or after such sale; or
(ii) to the acquisition, development or improvement of a
Principal Property or Principal Properties.
SECTION 4.06. MAINTENANCE OF OFFICES OR AGENCIES FOR TRANSFER,
REGISTRATION, EXCHANGE AND PAYMENT OF SECURITIES. So long as any of the
Securities shall remain Outstanding, the Corporation covenants that it will
maintain an office or agency in either The City of New York, State of New
York, or the City and County of San Francisco, State of California, where the
Securities may be presented for registration, exchange and transfer as in this
Indenture provided, and where notices and demands to or upon the Corporation
in respect of the Securities or of this Indenture may be served, and where the
Securities or any coupons appertaining thereto may be presented for payment.
In case the Corporation shall designate and maintain some office or agency
other than a previously designated office or agency, it shall give the Trustee
notice thereof. In case the Corporation shall fail to maintain any such
office or agency or shall fail to give such notice of the location or of any
change in the location thereof to the Trustee, presentations and demands may
be made and notices may be served at the principal office of the Trustee.
In addition to such office or agency, the Corporation may from time to
time constitute and appoint one or more other offices or agencies for such
purposes with respect to Securities of any Series, and one or more paying
agents for the payment of Securities of any Series, in such cities or in one
or more other cities, and may from time to time rescind such appointments, as
the Corporation may deem desirable or expedient, and as to which the
Corporation has notified the Trustee.
SECTION 4.07. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF TRUSTEE.
The Corporation, whenever necessary to avoid or fill a vacancy in the office
of Trustee, covenants that it will appoint, in the manner provided in Section
7.10, a Trustee, so that there shall at all times be a Trustee with respect to
the Outstanding Securities.
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CHEVRON CORPORATION
INDENTURE
SECTION 4.08. DUTIES OF PAYING AGENT. (a) If the Corporation shall
appoint a Paying Agent other than the Trustee with respect to Securities of
any Series, it will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section 4.08 and Section 11.05,
(1) that it will hold all sums held by it as such agent for
the payment of the principal of or interest, if any, on the
Securities of such Series (whether such sums have been paid to it by
the Corporation or by any other obligor on the Securities of such
Series) in trust for the benefit of the Holders of the Securities
entitled to such principal or interest and will notify the Trustee
of the receipt of sums to be so held,
(2) that it will give the Trustee notice of any failure by the
Corporation (or by any other obligor on the Securities of such
Series) to make any payment of the principal of or interest on the
Securities of such Series when the same shall be due and payable,
and
(3) that it will at any time during the continuance of any
Event of Default, upon the written request of the Trustee, deliver
to the Trustee all sums so held in trust by it.
(b) Whenever the Corporation shall have one or more Paying Agents with
respect to the Securities of any Series, it will, prior to each due date of
the principal of or any interest on the Securities of such Series, deposit
with a Paying Agent of such Series a sum sufficient to pay the principal or
interest so becoming due, such sum to be held in trust for the benefit of the
Holders of Securities entitled to such principal or interest, and (unless such
Paying Agent is the Trustee) the Corporation will promptly notify the Trustee
of its action or failure so to act.
(c) If the Corporation shall act as its own Paying Agent with respect to
the Securities of any Series, it will, on or before each Stated Maturity of
the principal of or any interest on the Securities of such Series, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities
of such Series, a sum sufficient to pay such principal and any interest so
becoming due and will notify the Trustee of such action, or any failure by it
or any other obligor on the Securities of such Series to take such action and
will at any time during the continuance of any Event of Default, upon the
written request of the Trustee, deliver to the Trustee all sums so held in
trust by it.
(d) Anything in this Section 4.08 to the contrary notwithstanding, the
Corporation may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture with respect to one or more or all Series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for such Series by it, or any Paying Agent
hereunder, as required by this Section 4.08, and such sums are to be held by
the Trustee upon the trust herein contained.
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CHEVRON CORPORATION
INDENTURE
SECTION 4.09. NOTICE OF DEFAULT. The Corporation covenants that, as
soon as is practicable, the Corporation will furnish the Trustee notice of any
event which is an Event of Default or which with the giving of notice or the
passage of time or both would constitute an Event of Default which has
occurred and is continuing on the date of such notice, which notice shall set
forth the nature of such event and the action which the Corporation proposes
to take with respect thereto.
ARTICLE FIVE
SECURITYHOLDERS' LISTS AND REPORTS
BY THE CORPORATION AND THE TRUSTEE
SECTION 5.01. CORPORATION TO FURNISH TRUSTEE INFORMATION AS TO THE NAMES
AND ADDRESSES OF SECURITYHOLDERS. The Corporation will furnish or cause to be
furnished to the Trustee, not less than 45 days nor more than 60 days after
each date (month and day) specified as an Interest Payment Date for the
Securities of the first Series issued under this Indenture (whether or not any
Securities of that Series are then Outstanding), but in no event less
frequently than semiannually, and at such other times as the Trustee may
request in writing, within 30 days after receipt by the Corporation of any
such request, a list in such form as the Trustee may reasonably require
containing all the information in the possession or control of the
Corporation, or any of its Paying Agents other than the Trustee, as to the
names and addresses of the Holders of Securities, obtained since the date as
of which the next previous list, if any, was furnished, EXCLUDING from any
such list the names and addresses received by the Trustee in its capacity as
registrar (if so acting). Any such list may be dated as of a date not more
than 15 days prior to the time such information is furnished and need not
include information received after such date.
SECTION 5.02. PRESERVATION OF INFORMATION; COMMUNICATION TO
SECURITYHOLDERS. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Securities
of each Series (1) contained in the most recent list furnished to it as
provided in Section 5.01, (2) received by the Trustee in the capacity of
Paying Agent or registrar (if so acting) and (3) filed with the Trustee within
the two preceding years as provided for in Section 5.04(c). The Trustee may
destroy any list furnished to it as provided in Section 5.01 upon receipt of a
new list so furnished.
(b) If three or more Holders of Securities (hereinafter referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other
Holders of Securities of any Series or with Holders of all Securities with
respect to their rights under this Indenture or under such Securities, and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either:
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CHEVRON CORPORATION
INDENTURE
(1) afford such applicants access to the information preserved
at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 5.02 or
(2) inform such applicants as to the approximate number of
Holders of Securities of such Series or all Securities, as the case
may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 5.02, and as to the
approximate cost of mailing to such Securityholders the form of
proxy or other communications, if any, specified in such
application.
If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each of the Holders of Securities of such Series, or all Securities,
as the case may be, whose name and address appear in the information preserved
at the time by the Trustee in accordance with the provisions of subsection (a)
of this Section 5.02, a copy of the form of proxy or other communication which
is specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing
would be contrary to the best interests of the Holders of Securities of such
Series or all Securities, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis of such
opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Securityholders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise the Trustee
shall be relieved of any obligation or duty to such applicants respecting
their application.
(c) Each and every Holder of the Securities, by receiving and holding
the same, agrees with the Corporation and the Trustee that neither the
Corporation nor the Trustee nor any Paying Agent nor any registrar shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with the
provisions of subsection (b) of this Section 5.02, regardless of the source
from which such information was derived, and that the Trustee shall not be
held accountable by reason of mailing any material pursuant to a request made
under said subsection (b).
SECTION 5.03. REPORTS BY CORPORATION. (a) The Corporation covenants
and agrees to file with the Trustee within 15 days after the Corporation is
required to file the same with the Commission, copies of the annual reports
and of the information, documents and other
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reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the
Corporation may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934; or, if the
Corporation is not required to file information, documents or reports pursuant
to either of such sections, then to file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities
Exchange Act of 1934 in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations.
(b) The Corporation covenants and agrees to file with the Trustee and
the Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Corporation with the conditions and
covenants provided for in this Indenture as may be required from time to time
by such rules and regulations.
(c) The Corporation covenants and agrees to transmit to the Holders of
Securities within 30 days after the filing thereof with the Trustee, 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, such
summaries of any information, documents and reports required to be filed by
the Corporation pursuant to subsections (a) and (b) of this Section 5.03 as
may be required by rules and regulations prescribed from time to time by the
Commission.
(d) The Corporation 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
Corporation'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 13.03 of this Indenture.
SECTION 5.04. REPORTS BY TRUSTEE. (a) On or before the first July 15th
following the date of execution of this Indenture, 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);
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(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 Corporation (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
(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.
(b) The Trustee shall transmit to the Securityholders, as hereinafter
provided, a brief report with respect to 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) since the date of the last
report transmitted pursuant to the provisions of subsection (a) of this
Section 5.04 (or if no such report has yet been so transmitted, since the date
of execution of this Indenture), for the reimbursement of which it claims or
may claim a lien or charge prior to that of the Securities of any Series on
property or funds held or collected by it as Trustee, and which it has not
previously reported pursuant to this subsection, except that the Trustee shall
not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate ten percent or less of the principal
amount of Securities of such Series Outstanding at such time, such report to
be transmitted within 90 days after such time.
(c) Reports pursuant to this Section 5.04 shall be transmitted by mail
(i) to all Holders of Securities of any Series, as the names and addresses of
such Holders shall appear upon the Register of the Securities of such Series,
(ii) to such Holders of Securities
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as have, within the two years preceding such transmission, filed their names
and addresses with the Trustee for that purpose and (iii) except in the case
of reports pursuant to subsection (b) of this Section 5.04 to each Holder
whose name and address are preserved at the time by the Trustee as provided in
Section 5.02(a) hereof.
(d) A copy of each such report shall, at the time of such transmission
to Securityholders, be filed by the Trustee with each stock exchange upon
which the Securities of any Series are listed and also with the Commission.
The Corporation will notify the Trustee when and as the Securities of any
Series become listed on any stock exchange.
ARTICLE SIX
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT
SECTION 6.01. EVENTS OF DEFAULT; ACCELERATION, WAIVER OF DEFAULT AND
RESTORATION OF POSITION AND RIGHTS. The term "Event of Default" whenever used
herein with respect to any particular Series of Securities shall mean any one
of the following events:
(a) default in the payment of any installment of interest on
any Security of such Series as and when the same shall become due
and payable, and continuance of such default for a period of 30
days, or
(b) default in the payment of all or any part of the principal
of or any premium on any Security of such Series as and when the
same shall become due and payable whether at maturity, by
proceedings for redemption, by declaration or otherwise, or
(c) default in the satisfaction of any sinking fund payment
obligation relating to such Series of Securities, when and as such
obligation shall become due and payable, or
(d) failure on the part of the Corporation to observe or
perform in any material respect any other of the covenants or
agreements on its part in the Securities or in this Indenture
(including any Supplemental Indenture or pursuant to any Certified
Resolution, as contemplated by Section 2.01) specifically contained
for the benefit of the Holders of the Securities of such Series, for
a period of 90 days after there has been given, by registered or
certified mail, to the Corporation by the Trustee, or to the
Corporation and the Trustee by the Holders of not less than 25% in
principal amount of the Securities of such Series and all other
Series so benefited (all Series voting as one class) at the time
Outstanding under this Indenture a written notice specifying such
failure and stating that such is a "Notice of Default" hereunder, or
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(e) the entry by a court having jurisdiction in the premises
of a decree or order for relief in respect of the Corporation in an
involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of the Corporation or for any substantial part of
its property, or ordering the winding up or liquidation of its
affairs, if such decree or order shall remain unstayed and in effect
for a period of 60 consecutive days, or
(f) the commencement by the Corporation of a voluntary case
under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or the Corporation's consent to the entry of
an order for relief in any involuntary case under any such law, or
its consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or
similar official) of the Corporation or for any substantial part of
its property, or the making by the Corporation of any general
assignment for the benefit of creditors, or its failure generally to
pay its debts as they become due or the taking by the Corporation of
any corporate action in furtherance of any of the foregoing.
If an Event of Default shall have occurred and be continuing with respect
to any one or more Series of Outstanding Securities, then and in each and
every such case, unless the principal amount of all the Securities of each
Series as to which there is an Event of Default shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in
principal amount of the Securities of such Series then Outstanding hereunder
(each such Series voting as a separate class) by notice in writing to the
Corporation (and to the Trustee if given by Securityholders) may declare the
principal amount (or, if the Securities of any such Series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of such Series) of all the Securities of such Series, together
with any accrued interest, to be due and payable immediately, and upon any
such declaration the same shall be immediately due and payable, anything in
this Indenture or in the Securities of such Series contained to the contrary
notwithstanding. The foregoing provisions, however, are subject to the
condition that if, at any time after the principal amount of the Securities of
any one or more Series (or of all the Securities, as the case may be) shall
have been so declared due and payable, and before any judgment or decree for
the payment of moneys due shall have been obtained or entered as hereinafter
provided, the Corporation shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of such Series (or upon all the Securities, as the case may be) and the
principal of any and all Securities of such Series (or of any and all the
Securities, as the case may be) which shall have become due otherwise than by
declaration (with interest on overdue installments of interest to the extent
permitted by law and on such principal at the rate or rates of interest borne
by, or prescribed therefor in the Securities of such Series to the date of
such payment or deposit) and the amounts payable to the Trustee under Section
7.06 and any and all defaults under the Indenture with respect to Securities
of such Series (or all Securities, as the case may be), other than the non-
payment of
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principal of and any accrued interest on Securities of such Series (or any
Securities, as the case may be) which shall have become due by declaration
shall have been cured, remedied or waived as provided in Section 6.09 -- then
and in every such case the Holders of a majority in principal amount of the
Securities of such Series (or of all the Securities, as the case may be) then
Outstanding (such Series or all Series voting as one class if more than one
Series are so entitled) by written notice to the Corporation and to the
Trustee, may rescind and annul such declaration and its consequences; but no
such rescission and annulment shall extend to or shall affect any subsequent
default, or shall impair any right consequent thereon.
In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Corporation, the Trustee and the Holders of the Securities of such Series (or
of all the Securities, as the case may be) shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and
powers of the Corporation and the Trustee and the Holders of the Securities of
such Series (or of all the Securities, as the case may be) shall continue as
though no such proceedings had been taken.
SECTION 6.02. COVENANT OF CORPORATION TO PAY TO TRUSTEE WHOLE AMOUNT DUE
ON SECURITIES ON DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL. The Corporation
covenants that:
(1) in case default shall be made in the payment of any
installment of interest on any of the Securities of any Series as
and when the same shall become due and payable, and such default
shall have continued for a period of 30 days or
(2) in case default shall be made in the payment of all or any
part of the principal of any of the Securities of any Series when
the same shall have become due and payable, whether at the Stated
Maturity of such Series or by any call for redemption or by
declaration of acceleration or otherwise or
(3) in case default shall be made in the satisfaction of any
sinking fund obligation when and as such obligation becomes due and
payable,
upon demand of the Trustee, the Corporation will pay to the Trustee, for the
benefit of the Holders of the Securities of such Series, the whole amount that
then shall have become due and payable on all such Securities of such Series
for principal (and any premium) and interest and for any overdue sinking fund
payment together with interest upon the overdue principal and installments of
interest (to the extent permitted by law) at the rate or rates of interest
borne by, or prescribed therefor in, the Securities of such Series; and, in
addition thereto, such further amount as shall be sufficient to cover the
costs and expense of collection, including a reasonable compensation to the
Trustee, its agents and counsel, and
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any expenses or liabilities incurred, and all advances made, by the Trustee
hereunder other than through its negligence or bad faith.
In case the Corporation shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as Trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may
enforce any such judgment or final decree against the Corporation or any other
obligor upon such Securities, and collect in the manner provided by law out of
the property of the Corporation or any other obligor upon such Securities
wherever situated the moneys adjudged or decreed to be payable.
If an Event of Default with respect to Securities of any Series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such Series
by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.
SECTION 6.03. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other similar judicial proceeding
relative to the Corporation or any other obligor upon the Securities or the
property of the Corporation or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of any Series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
on the Corporation for the payment of overdue principal or interest) shall be
entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:
(i) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in
respect of the Securities (or, if the Securities are Original Issue
Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) and to file such other
papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and
(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the
same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such
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payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.06.
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.
SECTION 6.04. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee to the fullest extent
permitted by law without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been
recovered.
SECTION 6.05. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to Section 6.02 shall be applied in the
order following, at the date or dates fixed by the Trustee for the
distribution of such moneys, upon presentation of the several Securities in
respect of which moneys have been collected, and stamping thereon the payment,
if only partially paid, and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts due to the Trustee under
Section 7.06;
SECOND: In case the principal of the Outstanding Securities in
respect of which moneys have been collected shall not have become
due and be unpaid, to the payment of any interest on such
Securities, in the order of the maturity of the installments of such
interest, with interest upon the overdue installments of interest
(so far as permitted by law and to the extent that such interest has
been collected by the Trustee at the rate or rates of interest borne
by such Securities or prescribed therefor therein) such payments to
be made ratably to the Persons entitled thereto, without
discrimination or preference;
THIRD: In case the principal of the Outstanding Securities in
respect of which such moneys have been collected shall have become
due, by declaration or otherwise, to the payment of the whole amount
then owing and unpaid upon such Securities for principal and
interest, if any, with interest on the overdue principal and any
installments of interest (so far as permitted by law and to the
extent that such interest has been collected by the Trustee) at the
rate or rates of interest borne by, or prescribed therefor in, such
Securities;
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and in case such moneys shall be insufficient to pay in full the
whole amount so due and unpaid upon such Securities, then to the
payment of such principal and interest, without preference or
priority of principal over interest, or of interest over
principal, or of any installment of interest over any other
installment of interest, or of any Security over any other
Security, ratably to the aggregate of such principal and accrued
and unpaid interest; and
FOURTH: To the payment of the remainder, with appropriate
interest to the Corporation or its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same, or as a
court of competent jurisdiction may direct.
SECTION 6.06. LIMITATION ON SUITS BY HOLDERS OF SECURITIES. No Holder
of any Security of any Series or of any coupon appertaining thereto shall have
any right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of a continuing Event of
Default, as hereinbefore provided, and unless also the Holders of not less
than 25% in principal amount of the Securities of such Series then Outstanding
shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and shall have offered
to the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby (including the
reasonable fees of counsel for the Trustee), and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to this Section 6.06; it being understood and intended, and
being expressly covenanted by the taker and Holder of every Security or coupon
with every other taker and Holder and the Trustee, that no one or more Holders
of Securities or coupons shall have any right in any manner whatever by virtue
or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the Holders of any other of such Securities or
coupons, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities and any coupons. For the protection and enforcement of
the provisions of this Section 6.06, each and every Holder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.
Notwithstanding any other provisions in this Indenture, the right of any
Holder of any Security to receive payment of the principal of and interest on
such Security or of any Holder of any coupon to receive payment on such
coupon, on or after the respective due dates expressed in such Security or
coupon (or, in the case of redemption, on or after the date fixed for
redemption), or to institute suit for the enforcement of any such payment on
or after such respective dates shall not be impaired or affected without the
consent of such Holder.
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SECTION 6.07. RIGHTS AND REMEDIES CUMULATIVE. All powers and remedies
given by this Article Six to the Trustee or to the Holders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any thereof
or of any other powers and remedies available to the Trustee or the Holders,
by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee or of any Holder of any of the Securities or coupons
to exercise any right or power accruing upon any default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 6.06, every power and remedy given by
this Article Six or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee
or by the Holders. The assertion or employment of any right or remedy
hereunder or otherwise shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.
SECTION 6.08. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Subject to the provisions of Section 6.06, every right and remedy given by
this Article Six or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.
SECTION 6.09. CONTROL BY HOLDERS; WAIVER OF PAST DEFAULTS. The Holders
of a majority in principal amount of the Securities of all Series (voting as
one class) at the time Outstanding (determined as provided in Section 8.04)
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee; PROVIDED, HOWEVER, that, subject to Section
7.01 the Trustee shall have the right to decline to follow any such direction
if the Trustee in reliance upon an Opinion of Counsel determines that the
action so directed may not lawfully be taken, or if the Trustee in good faith
shall, by a Responsible Officer or Officers of the Trustee, determine that the
proceedings so directed would be illegal or involve it in personal liability
or be unduly prejudicial to the rights of Holders not parties to such
direction, and provided further that nothing in this Indenture shall impair
the right of the Trustee to take any action deemed proper by the Trustee and
which is not inconsistent with such direction by the Holders.
The Corporation 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.
The Holders of not less than a majority in principal amount of the
Securities of any Series at the time Outstanding (determined as provided in
Section 8.04) may on behalf of the
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Holders of all the Securities of such Series waive any past Event of Default
with respect to such Series and its consequences (subject to Section 6.02),
except a continuing Event of Default specified in Section 6.01(a), (b) or (c),
or in respect of a covenant or provision of this Indenture which under Article
Ten cannot be modified or amended without the consent of the Holder of each
Security so affected. Upon any such waiver, the Corporation, the Trustee and
the Holders of the Securities of such Series shall be restored to their former
positions and rights hereunder, respectively, and such Event of Default shall
be deemed to have been cured and not continuing for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereon.
SECTION 6.10. TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY
WITHHOLD IN CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days after
the occurrence of any default hereunder with respect to the Securities of any
Series, give to the Holders of the Securities of such Series 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, notice of such
default known to the Trustee unless such default shall have been cured,
remedied or waived before the giving of such notice (the term "default" for
the purposes of this Section 6.10 being hereby defined to be the events
specified in Section 6.01 and any additional events specified in the terms of
any Series of Securities pursuant to Section 2.01 not including any periods of
grace provided for therein, and irrespective of the giving of written notice
specified in clause (d) of Section 6.01 and in any such terms); provided, that
except in the case of default in the payment of the principal of or interest
on any of the Securities of such Series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of the Securities of such Series.
SECTION 6.11. REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN
SUITS UNDER THE INDENTURE OR AGAINST THE TRUSTEE. All parties to this
Indenture agree, and each Holder of any Security or coupon by such Holder's
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 6.11 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder of Securities of any Series, or
group of such Holders, holding in the aggregate more than ten percent in
principal amount of the Securities of such Series Outstanding, or to any suit
instituted by any Holder for the enforcement of the payment of the principal
of or any interest or premium on any Security, on or after the due date ex-
pressed in such Security or in the coupons for such interest (or in the case
of any redemption, on or after the Redemption Date).
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ARTICLE SEVEN
CONCERNING THE TRUSTEE
SECTION 7.01. CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE. The
Trustee, prior to the occurrence of an Event of Default and after the curing,
remedying or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has
not been cured, remedied or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his or her own affairs.
No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, PROVIDED, HOWEVER, that:
(a) prior to the occurrence of an Event of Default and after
the curing, remedying or waving of all Events of Default which may
have occurred:
(1) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Indenture
and the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in
this Indenture, and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the
requirements of this Indenture;
(b) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and
(c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of Securities pursuant to Section 6.09
relating to the time, method and
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place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.
None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers, if there is reasonable ground for believing
that the repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
SECTION 7.02. CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided
in Section 7.01:
(a) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other paper or document believed
by it to be genuine and to have been signed or presented by the
proper party or parties,
(b) Any request, direction, order or demand of the Corporation
mentioned herein shall be sufficiently evidenced by an Officer's
Certificate (unless other evidence in respect thereof shall be
herein specifically prescribed); and any resolution of the Board of
Directors or the Executive Committee may be evidenced to the Trustee
by a Certified Resolution,
(c) The Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in
accordance with such written advice or Opinion of Counsel,
(d) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders, pursuant
to the provisions of this Indenture, unless such Securityholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby,
(e) The Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture,
(f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture,
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note or other paper or document, unless requested in writing so to
do by the Holders of Securities pursuant to Section 6.09; provided,
however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to such proceeding; and
provided further, that nothing in this subsection (f) shall require
the Trustee to give the Securityholders any notice other than that
required by Section 6.10. The reasonable expense of every such
examination shall be paid by the Corporation or, if paid by the
Trustee, shall be reimbursed by the Corporation upon demand,
(g) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder and
(h) The Trustee shall be under no responsibility for the
approval by it in good faith of any expert for any of the purposes
expressed in this Indenture.
SECTION 7.03. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR APPLICATION OF
PROCEEDS. The recitals contained herein and in the Securities (other than the
certificate of authentication on the Securities) shall be taken as the
statements of the Corporation, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Corporation of any
of the Securities or of the proceeds thereof.
SECTION 7.04. TRUSTEE MAY OWN SECURITIES. The Trustee, any Paying
Agent, registrar or any agent of the Corporation or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not Trustee, Paying
Agent, registrar or such other agent.
SECTION 7.05. MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST. Moneys
held by the Trustee in trust need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with
the Corporation.
SECTION 7.06. TRUSTEE ENTITLED TO COMPENSATION, REIMBURSEMENT AND
INDEMNITY. The Corporation agrees to pay to the Trustee from time to time
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of any express trust), and the
Corporation will pay or reimburse the Trustee upon its request
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for all reasonable expenses, disbursements and advances incurred or made by
the Trustee in connection with the acceptance or administration of its trust
under this Indenture (including the reasonable compensation and the expenses
and disbursements of its counsel and of all Persons not regularly in its
employ) except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Corporation also agrees to indemnify the Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee and arising out of
or in connection with the acceptance or administration of this trust,
including the reasonable costs and expenses of defending itself against any
claim of liability in the premises. The obligations of the Corporation under
this Section to compensate the Trustee, to pay or reimburse the Trustee for
expenses, disbursements and advances and to indemnify and hold harmless the
Trustee shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. Such additional
indebtedness shall be secured by a lien prior to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of or interest or redemption
premium on particular Securities.
SECTION 7.07. RIGHT OF TRUSTEE TO RELY ON OFFICER'S CERTIFICATE WHERE NO
OTHER EVIDENCE SPECIFICALLY PRESCRIBED. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate of the Corporation delivered to the Trustee, and such
Officer's Certificate, in the absence of negligence or bad faith on the part
of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the
faith thereof.
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 Corporation shall
take prompt steps to appoint a successor in accordance with Section 7.10.
(b) In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section 7.08, 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.
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(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 Corporation 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 Corporation 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, and any other
indenture or indentures under which other securities, or certificates
of interest or participation in other securities, of the Corporation
or any other obligor on the Securities 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
Corporation 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
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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 Corporation 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 Corporation 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 Corporation or any other obligor on the
Securities, or of an underwriter (other than the Trustee itself) for
the Corporation or any other obligor on the Securities who is
currently engaged in the business of 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
Corporation or any other obligor on the Securities, but may not be
at the same time an executive officer of both the Trustee and the
Corporation 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 Corporation
or any other obligor on the Securities; and (C) the Trustee may be
designated by the Corporation or any other obligor on the Securities
or by an underwriter for the Corporation 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 Corporation 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, collectively, 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
Corporation or any other obligor on the Securities or by any
director, partner or executive officer thereof 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 Corporation 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
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or more of any class of security of an underwriter for the
Corporation or any other obligor on the Securities,
(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
Corporation 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 Corporation or any other obligor on the
Securities or
(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 date. If the Corporation 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 become 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,
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
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(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 Corporation 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
Corporation 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 Corporation or any
other obligor on the Securities with a view to, or has offered or
sold for the Corporation or any other obligor on the Securities in
connection with, the distribution of any security of the Corporation
or any other obligor on the Securities outstanding at 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.
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CHEVRON CORPORATION
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(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, guarantee of, or warrant or right to subscribe to or
purchase, any of the foregoing.
(7) For the purpose of subsection (d)(1) 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 shall be calculated in accordance with the following provisions:
(A) A specified percentage of the voting securities of the
Trustee, the Corporation 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.
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(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 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
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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 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 of America 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, 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. No obligor on the Securities or Person
directly or indirectly controlling, controlled by or under common control with
such obligor shall serve as Trustee. 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.
SECTION 7.10. RESIGNATION AND REMOVAL OF TRUSTEE; APPOINTMENT OF
SUCCESSOR. (a) The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign with respect to one or more or all Series of Securities
by giving written notice of such resignation to the Corporation and by giving
to the Holders of Securities notice thereof in the manner and to the extent
provided in subsection (c) of Section 5.04 with respect to reports pursuant to
subsection (a) of Section 5.04. Upon receiving such notice of resignation and
if the Corporation shall deem it appropriate, evidence satisfactory to it of
such mailing to the Holders, the Corporation shall promptly appoint a
successor trustee with respect to all Series of Securities or, if appropriate,
the applicable Series by written instrument executed by an authorized officer
of the Corporation, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor trustee, or any Holder who has been a bona fide Holder of a Security
or Securities for at least six months may, subject to the provisions of
Section 6.11, on such Holder's behalf and on behalf of all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.
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(b) In case at any time any of the following shall occur:
(1) the Trustee shall fail to comply with the provisions of
subsection (a) of Section 7.08 after written request therefor by the
Corporation or by any Securityholder who has been a bona fide Holder
of a Security or Securities of the applicable Series for at least
six months, or
(2) the Trustee shall cease to be eligible in accordance with
the provisions of Section 7.09 and shall fail to resign after
written request therefor by the Corporation or by any such
Securityholder, or
(3) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,or
(4) the Corporation shall determine that the Trustee has
failed to perform its obligations under this Indenture in any
material respect,
then, in any such case, the Corporation may remove the Trustee and appoint a
successor trustee by written instrument executed by an authorized officer of
the Corporation, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 6.11, any Securityholder who has been a bona fide Holder
of a Security or Securities of the affected Series for at least six months
may, on such Person's behalf and on behalf of all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor trustee with respect to such Series. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.
(c) The Holders of a majority in principal amount of the Securities
Outstanding (determined as provided in Section 8.04) may at any time remove
the Trustee and appoint a successor trustee by written instrument or
instruments signed by such Holders or their attorneys-in-fact duly authorized,
or by the affidavits of the permanent chairman and secretary of a meeting of
the Securityholders evidencing the vote upon a resolution or resolutions
submitted thereto with respect to such removal and appointment (as provided in
Article Nine), and by delivery thereof to the Trustee so removed, to the
successor trustee and to the Corporation.
(d) Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section 7.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.
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SECTION 7.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Corporation and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations with respect to
such Series of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the
Corporation or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amounts then due it pursuant to the provisions of Section
7.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers with respect to the trustee so ceasing to act. Upon
written request of any such successor trustee, the Corporation shall execute
any and all instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers. Any trustee
ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such trustee to secure any amounts then due it pursuant
to the provisions of Section 7.06.
No successor trustee shall accept appointment as provided in this Section
7.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.
Upon acceptance of appointment by a successor trustee as provided in this
Section 7.11, the successor trustee shall at the expense of the Corporation
transmit notice of the succession of such trustee hereunder to the Holders of
Securities 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.
SECTION 7.12. SUCCESSOR TO TRUSTEE BY MERGER, CONSOLIDATION OR
SUCCESSION TO BUSINESS. Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be qualified under the
provisions of Section 7.08 and eligible under the provisions of Section 7.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor Trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder
or in the name of the successor Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities
or in this Indenture provided that the certificate of the Trustee
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shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or
successors by merger, conversion or consolidation.
SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST CORPORATION.
(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 Corporation or any other obligor on the Securities within
three months prior to a default, as defined in subsection (c) of this Section
7.13, 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 Corporation or such other
obligor on the Securities 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 against the Corporation
or such other obligor on the Securities 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 Corporation or such other obligor on the
Securities and their respective 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 Corporation or such
other obligor on the Securities) who is liable thereon, and (ii) the
proceeds of the bona fide sale of any such 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 Corporation or
such other obligor on the Securities 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;
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(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 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 Corporation or such other obligor on the Securities
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 Corporation
or such other obligor on the Securities 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 Corporation or such other obligor on the
Securities 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
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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 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.
(b) There shall be excluded from the operation of subsection (a) of this
Section 7.13 a creditor relationship arising from:
(1) the ownership or acquisition of securities issued under
any indenture, or any security or securities having a maturity of
one year or more at the time of acquisition by the Trustee;
(2) advances authorized by a receivership or bankruptcy court
of competent jurisdiction, or by this Indenture, for the purpose of
preserving any property which shall at any time be subject to the
lien of this Indenture or of discharging tax liens or other prior
liens or encumbrances thereon, if notice of such advance and of the
circumstances surrounding the making thereof is given to the
Securityholders at the time and in the manner provided in Section
5.04(c) with respect to reports pursuant to subsections (a) and (b)
thereof, respectively;
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(3) disbursements made in the ordinary course of business in
the capacity of trustee under an indenture, transfer agent,
registrar, custodian, paying agent, fiscal agent or depositary, or
other similar capacity;
(4) an indebtedness created as a result of services rendered
or premises rented, or an indebtedness created as a result of goods
or securities sold in a cash transaction as defined in subsection
(c) of this Section 7.13;
(5) the ownership of stock or of other securities of a
corporation organized under the provisions of Section 25(a) of the
Federal Reserve Act, as amended, which is directly or indirectly a
creditor of the Corporation or any other obligor on the Securities;
and
(6) the acquisition, ownership, acceptance or negotiation of
any drafts, bills of exchange, acceptances or obligations which fall
within the classification of self-liquidating paper as defined in
subsection (c) of this Section 7.13.
(c) As used in this Section 7.13 the following terms shall be accorded
the following definitions:
(1) the term "default" shall mean any failure to make payment
in full of the principal of or interest on any of the Securities or
on the other indenture securities when and as such principal or
interest becomes due and payable.
(2) the term "other indenture securities" shall mean
securities upon which the Corporation or any other obligor on the
Securities is an "obligor" (as defined in the Trust Indenture Act of
1939) outstanding under any other indenture (A) under which the
Trustee is also trustee, (B) which contains provisions substantially
similar to the provisions of subsection (a) of this Section 7.13,
and (C) under which a default exists at the time of the
apportionment of the funds and property held in said special
account.
(3) the term "cash transaction" shall mean any transaction in
which full payment for goods or securities sold is made within seven
days after delivery of the goods or securities in currency or in
checks or other orders drawn upon banks or bankers and payable upon
demand.
(4) the term "self-liquidating paper" shall mean any draft,
bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Corporation or any other obligor on
the Securities for the purpose of financing the purchase,
processing, manufacture, shipment, storage or sale of goods,
wares or merchandise and which is secured by documents evidencing
title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale
of the goods,
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wares or merchandise previously constituting the security, provided
the security is received by the Trustee simultaneously with the
creation of the creditor relationship with the Corporation or any
other obligor on the Securities arising from the making, drawing,
negotiating or incurring of the draft, bill of exchange, acceptance
or obligation.
ARTICLE EIGHT
CONCERNING THE SECURITYHOLDERS
SECTION 8.01. EVIDENCE OF ACTION BY SECURITYHOLDERS. Whenever in this
Indenture it is provided that the Holders of a specified percentage in
principal amount of the Securities of any or all Series may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the
time of taking any such action the Holders of such specified percentage have
joined therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor executed by such Securityholders in Person or by
agent or proxy appointed in writing, or (b) by the record of such Holders of
Securities voting in favor thereof at any meeting of such Securityholders duly
called and held in accordance with the provisions of Article Nine, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of such Securityholders.
SECTION 8.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES. Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof
of the execution of any instrument by a Securityholder or such Holder's agent
or proxy and proof of the holding by any Person of any of the Securities shall
be sufficient if made in the following manner:
(a) The fact and date of the execution by any such Person of
any instrument may be proved in any reasonable manner acceptable to
the Trustee.
(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.
(c) The amount of bearer Securities held by any Person, the
numbers of such Securities and the date of such Person's holding the
same may be proved by the production of such Securities or by a
certificate in form satisfactory to the Trustee, executed by any
trust company, bank, banker or member of a national securities
exchange, as depositary.
The Trustee shall not be bound to recognize any Person as a
Securityholder unless and until such Person's title to the Securities held by
it is proved in the manner in this Article Eight provided.
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The record of any Securityholders' meeting shall be proved in the manner
provided in Section 9.06.
The Trustee may accept such other proof or require such additional proof
of any matter referred to in this Section 8.02 as it shall deem reasonable.
SECTION 8.03. WHO MAY BE DEEMED OWNERS OF SECURITIES. Prior to due
presentment for transfer of any fully registered Security, the Corporation,
the Trustee and any agent of the Corporation or the Trustee may deem and treat
the Person in whose name such Security shall be registered upon the Register
of Securities of the Series of which such Security is a part as the absolute
owner of such Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and
interest, subject to Section 2.03, on such Security and for all other
purposes; and neither the Corporation nor the Trustee nor any agent of the
Corporation or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such Holder for the time being, or upon such
Holder's order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability of moneys payable upon any
such Security. Ownership of bearer Securities shall be proved as provided in
Section 8.02(c).
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 Corporation shall have any
obligation with respect to the grant of or solicitation by the Depository of
such proxies.
SECTION 8.04. SECURITIES OWNED BY THE CORPORATION OR CONTROLLED OR
CONTROLLING PERSONS DISREGARDED FOR CERTAIN PURPOSES. In determining whether
the Holders of the requisite principal amount of Securities have concurred in
any demand, direction, request, notice, vote, consent, waiver or other action
under this Indenture, Securities which are owned by the Corporation or any
other obligor on the Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Corporation or any other obligor on the Securities shall be disregarded
and deemed not to be Outstanding for the purpose of any such determination,
provided that for the purposes of determining whether the Trustee shall be
protected in relying on any such demand, direction, request, notice, vote,
consent, waiver or other action, only Securities which a Responsible Officer
of the Trustee assigned to its principal office knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section 8.04, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Securities and that the pledgee is not a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Corporation or any such other obligor.
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Upon request of the Trustee, the Corporation shall furnish to the Trustee
promptly an Officer's Certificate listing and identifying all Securities, if
any, known by the Corporation to be owned or held by or for the account of the
Corporation or any other obligor on the Securities or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Corporation or any other obligor on the Securities; and,
subject to the provisions of Section 7.01, the Trustee shall be entitled to
accept such Officer's Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.
SECTION 8.05. INSTRUMENTS EXECUTED BY SECURITYHOLDERS BIND FUTURE
HOLDERS. At any time prior to (but not after) the evidencing to the Trustee,
as provided in Section 8.01, of the taking of any action by the Holders of the
percentage in principal amount of the Securities specified in this Indenture
in connection with such action, any Holder of a Security which is shown by the
evidence to be included in the Securities the Holders of which have consented
to such action may, by filing written notice with the Trustee at its principal
office and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns such Security. Except as aforesaid any such action
taken by the Holder of any Security and any direction, demand, request,
notice, waiver, consent, vote or other action of the Holder of any Security
which by any provisions of this Indenture is required or permitted to be given
shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Security, and of any Security issued in lieu thereof,
irrespective of whether any notation in regard thereto is made upon such
Security. Any action taken by the Holders of the percentage in principal
amount of the Securities of any or all Series specified in this Indenture in
connection with such action shall be conclusively binding upon the
Corporation, the Trustee and the Holders of all of the Securities of such
Series subject, however, to the provisions of Section 7.01.
ARTICLE NINE
SECURITYHOLDERS' MEETINGS
SECTION 9.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any or all Series may be called at any time and from
time to time pursuant to the provisions of this Article for any of the
following purposes:
(1) to give any notice to the Corporation or to the Trustee,
or to give any directions to the Trustee, or to consent to the
waiving of any default hereunder and its consequences, or to take
any other action authorized to be taken by Holders of Securities of
any or all Series, as the case may be, pursuant to any of the
provisions of Article Six;
(2) to remove the Trustee and appoint a successor trustee
pursuant to the provisions of Article Seven;
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(3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 10.02; or
(4) to take any other action authorized to be taken by or on
behalf of the Holders of any specified principal amount of the
Securities of any or all Series, as the case may be, under any other
provision of this Indenture or under applicable law.
SECTION 9.02. MANNER OF CALLING MEETINGS. The Trustee may at any time
call a meeting of Securityholders to take any action specified in Section
9.01, to be held at such time and at such place in The City of New York, New
York, as the Trustee shall determine. Notice of every meeting of
Securityholders, setting forth the time and place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be mailed
not less than 20 nor more than 60 days prior to the date fixed for the
meeting; provided that if any of the Outstanding Securities are in coupon
form, such notice shall also be published in an Authorized Newspaper at least
once not less than 20 nor more than 60 days prior to the date fixed for the
meeting.
SECTION 9.03. CALL OF MEETING BY THE CORPORATION OR SECURITYHOLDERS. In
case at any time the Corporation pursuant to a resolution of its Board of
Directors or the Executive Committee, or the Holders of not less than ten
percent in principal amount of the Securities of any or all Series, as the
case may be, then Outstanding, shall have requested the Trustee to call a
meeting of Holders of Securities of any or all Series, as the case may be, to
take any action authorized in Section 9.01 by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Corporation or such Holders of Securities in
the amount above specified may determine the time and place in either the City
and County of San Francisco, California or The City of New York, New York for
such meeting and may call such meeting to take any action authorized in
Section 9.01, by mailing (and publishing, if required) notice thereof as
provided in Section 9.02.
SECTION 9.04. WHO MAY ATTEND AND VOTE AT MEETINGS. To be entitled to
vote at any meeting of Securityholders a Person shall (a) be a Holder of one
or more Securities with respect to which the meeting is being held; or (b) be
a Person appointed by an instrument in writing as proxy by such Holder of one
or more Securities. The only Persons who shall be entitled to be present or
to speak at any meeting of Securityholders shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Corporation and its counsel.
SECTION 9.05. REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF THE
MEETING; VOTING RIGHTS - ADJOURNMENT. Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Securityholders, in regard to proof of the
holding of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such
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other matters concerning the conduct of the meeting as it shall think fit.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 8.02. and the
appointment of any proxy shall be proved in the manner specified in said
Section 8.02; provided, however, that such regulations may provide that
written instruments appointing proxies regular on their face, may be presumed
valid and genuine without the proof hereinabove or in said Section 8.02
specified.
The Trustee shall by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Corporation or by Securityholders as provided in Section 9.03, in which case
the Corporation or the Securityholders calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by majority vote of
the meeting.
Subject to the provisions of Section 8.04, at any meeting each
Securityholder or proxy shall be entitled to one vote for each $1,000
principal amount (in the case of Original Issue Discount Securities, such
principal amount shall be equal to such portion of the principal amount as may
be specified in the terms of such Series) of Securities held or represented by
such Holder; provided, however, that no vote shall be cast or counted at any
meeting in respect of any Security challenged as not Outstanding and ruled by
the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Securities held by
such Person or instruments in writing as aforesaid duly designating such
Person as the Person to vote on behalf of other Securityholders. Any meeting
of Securityholders duly called pursuant to the provisions of Section 9.02 or
9.03 may be adjourned from time to time, and the meeting may be held so
adjourned without further notice.
At any meeting of Securityholders, the presence of Persons holding or
representing Securities in principal amount sufficient to take action on the
business for the transaction of which such meeting was called shall constitute
a quorum, but, if less than a quorum is present, the Persons holding or
representing a majority in principal amount of the Securities represented at
the meeting may adjourn such meeting with the same effect for all intents and
purposes, as though a quorum had been present.
SECTION 9.06. MANNER OF VOTING AT MEETINGS AND RECORD TO BE KEPT. The
vote upon any resolution submitted to any meeting of Securityholders shall be
by written ballots on which shall be subscribed the signatures of the Holders
of Securities or of their representatives by proxy and the principal amount or
principal amounts of the Securities held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record in
duplicate of the proceedings of each meeting of Securityholders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting
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forth a copy of the notice of the meeting and showing that said notice was
mailed as provided in Section 9.02. The record shall show the principal
amount or principal amounts of the Securities voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one copy thereof shall
be delivered to the Corporation and the other to the Trustee to be preserved
by the Trustee.
Any record so signed and verified shall be conclusive evidence of the
matters therein stated.
SECTION 9.07. EXERCISE OF RIGHTS OF TRUSTEE AND SECURITYHOLDERS NOT TO
BE HINDERED OR DELAYED. Nothing in this Article Nine contained shall be
deemed or construed to authorize or permit, by reason of any call of a meeting
of Securityholders or any rights expressly or impliedly conferred hereunder to
make such call, any hindrances or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Securityholders under any
of the provisions of this Indenture or of the Securities.
ARTICLE TEN
SUPPLEMENTAL INDENTURES
SECTION 10.01. PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE ENTERED
INTO WITHOUT CONSENT OF SECURITYHOLDERS. Without the consent of the Holders
of any Securities, the Corporation and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall comply with the provisions of the Trust Indenture Act of 1939 as then in
effect) for one or more of the following purposes:
(a) if deemed appropriate by the Corporation or required by
law, to evidence the succession of another corporation to the
Corporation or successive successions and the assumption by the
successor corporation of the covenants, agreements and obligations
of the Corporation pursuant to Article Four hereof,
(b) to add to the covenants of the Corporation such further
covenants, restrictions or conditions as its Board of Directors or
the Executive Committee and the Trustee shall consider to be for the
protection of the Holders of all or any Series of Securities or any
coupons appertaining thereto (and if such covenants, restrictions or
conditions are to be for the benefit of less than all Series of
Securities, stating that such covenants, restrictions or conditions
are expressly being included solely for the benefit of such Series),
and to make the occurrence, or the occurrence and continuance, of a
default in any such additional covenants, restrictions or conditions
an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth;
provided, however, that in respect to any
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such additional covenant, restriction or condition such
Supplemental Indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that
allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default,
(c) to add or change any of the provisions of this Indenture
to such extent as shall be necessary to facilitate the issuance of
Securities in (i) global form or (ii) bearer form, registerable or
not registerable as to principal or principal and interest, and with
or without coupons,
(d) to change or eliminate any of the provisions of this
Indenture; PROVIDED, HOWEVER, that any such change or elimination
shall become effective only when there is no Security of any Series
Outstanding created prior to the execution of such Supplemental
Indenture which is entitled to the benefit of such provision,
(e) to establish the form or terms of Securities of any Series
as permitted by Sections 2.01 and 2.02,
(f) to appoint, at the request of the Trustee, a successor
Trustee for a particular Series of Securities to act as such
pursuant to the provisions of this Indenture and to add to or change
the provisions of this Indenture to such extent as shall be
necessary to facilitate the performance of the duties of such
trustee and
(g) to cure any ambiguity or to correct or supplement any
provisions contained herein or in any Supplemental Indenture which
may be defective or inconsistent with any other provision contained
herein or in any Supplemental Indenture, or to make such other
provisions in regard to matters or questions arising under this
Indenture or any Supplemental Indenture which shall not adversely
affect the interests of the Holders of the Securities or any coupons
appertaining thereto.
SECTION 10.02. MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF
SECURITIES. With the consent (evidenced as provided in Section 8.01) of the
Holders of not less than a majority in principal amount of the Securities of
all Series at the time Outstanding (determined as provided in Section 8.04)
affected by such Supplemental Indenture (voting as one class), the Corporation
and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto (which shall comply with the provisions of
the Trust Indenture Act of 1939 as then in effect) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any Supplemental Indenture or of modifying
in any manner the rights of the Holders of the Securities of each such Series;
provided, however, that no such Supplemental Indenture shall, without the
consent of the Holders of each Outstanding Security affect thereby:
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CHEVRON CORPORATION
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(a) Change the fixed maturity or Redemption Date of any
Security or reduce the rate of interest thereon or the method of
determining such rate of interest or extend the time of payment of
interest or reduce the principal amount (including the amount of
principal of an Original Issue Discount Security that would be due
upon declaration of acceleration of the maturity thereof pursuant to
Section 6.01 hereof) thereof or reduce any premium payable upon the
redemption thereof, or change the coin or currency in which any
Security or the interest thereon is payable or impair the right to
institute suit for the enforcement of any such payment on or after
the maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or
(b) Reduce the percentage in principal amount of the
Outstanding Securities the consent of the Holders of which is
required for any such Supplemental Indenture, or the consent of the
Holders of which is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder
and their consequences) provided for in this Indenture or
(c) Change the time of payment or reduce the amount of any
minimum sinking account or fund payment or
(d) Modify any of the provisions of this Section 10.02, except
to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Security affected thereby.
A Supplemental Indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular Series of Securities, or which modifies
the rights of Holders of Securities of such Series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other Series.
It shall not be necessary for the consent of the Securityholders under
this Section 10.02 to approve the particular form of any proposed Supplemental
Indenture, but it shall be sufficient if such consent shall approve the
substance thereof.
Promptly after the execution by the Corporation and the Trustee of any
Supplemental Indenture pursuant to the provisions of this Section 10.02, the
Corporation shall mail a notice to the Holders of Registered Securities of
each Series so affected, setting forth in general terms the substance of such
Supplemental Indenture. If any Securities in coupon form are Outstanding, the
Corporation may also publish such notice. Any failure of the Corporation to
mail or publish such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such Supplemental Indenture.
SECTION 10.03. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any Supplemental Indenture pursuant to the provisions of this Article Ten,
this Indenture shall be
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and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Corporation and the Holders of
Securities shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the
terms and conditions of any such Supplemental Indenture shall be and be deemed
to be part of the terms and conditions of this Indenture for any and all
purposes.
The Trustee shall be entitled to receive, and subject to the provisions
of Section 7.01 shall be entitled to rely upon, an Opinion of Counsel as
conclusive evidence that any such Supplemental Indenture complies with the
provisions of this Article Ten and that the Securities affected by the
Supplemental Indenture, when such Securities are authenticated and delivered
by the Trustee and executed and issued by the Corporation in the manner and
subject to any conditions specified in such Opinion of Counsel, will be valid
and binding obligations of the Corporation, except as any rights thereunder
may be limited by bankruptcy, insolvency and other similar laws affecting the
enforcement of creditors' rights generally and by general equity principles.
SECTION 10.04. SECURITIES MAY BEAR NOTATION OF CHANGES BY SUPPLEMENTAL
INDENTURES. Securities authenticated and delivered after the execution of any
Supplemental Indenture pursuant to the provisions of this Article Ten, or
after any action taken at a Securityholders' meeting pursuant to Article Nine,
may bear a notation in form approved by the Trustee as to any matter provided
for in such Supplemental Indenture or as to any action taken at any such
meeting. If the Corporation or the Trustee shall so determine, new Securities
so modified as to conform, in the opinion of the Trustee and the Corporation,
to any modification of this Indenture contained in any such Supplemental
Indenture may be prepared by the Corporation, authenticated by the Trustee and
delivered in exchange for the Securities then Outstanding.
ARTICLE ELEVEN
DISCHARGE; DEFEASANCE
SECTION 11.01. DISCHARGE OF INDENTURE. If the Corporation 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 Corporation shall also pay or
cause to be paid all other sums payable hereunder by it, thereupon, upon
written request of the Corporation 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
Corporation's obligations under this Indenture have been complied with, this
Indenture shall be discharged and terminated and the Trustee shall forthwith
execute proper
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instruments acknowledging satisfaction of and discharging and terminating this
Indenture with respect to the Corporation's obligations hereunder and any such
other interests.
The Corporation 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 Corporation 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 11.02. 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
11.04 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 satisfactory to the Trustee shall have been made for the
giving of such notice), the obligation of the Corporation 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 Corporation 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 Corporation's obligation so to pay and of the liability of the
Corporation in respect of such payment shall not occur unless the Corporation
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 11.03. 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
11.04 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 Corporation with respect to such Securities
under Sections 4.02, 4.03, 4.04 and 4.05 hereof shall cease, terminate and be
completely discharged.
SECTION 11.04. DISCHARGE OF CERTAIN OBLIGATIONS UPON DEPOSIT OF MONEY OR
SECURITIES WITH TRUSTEE. The conditions for deposit of money or securities
contained in Sections 11.02 and 11.03 shall have been satisfied whenever with
respect to any Securities and any coupons appertaining thereto denominated in
United States Dollars, the Corporation 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:
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(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 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 11.02
and 11.03 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 Corporation 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 than, 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 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
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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.
SECTION 11.05. UNCLAIMED MONEYS. Any moneys deposited with or paid to
the Trustee or any Paying Agent for the payment of the principal of and any
premium and interest on any Security and not so applied but remaining
unclaimed under applicable law shall be transferred by the Trustee to the
appropriate Persons in accordance with applicable laws, and the Holder of such
Security or any coupons appertaining thereto shall thereafter look only to
such Persons for any payment which such Holder may be entitled to collect and
all liability of the Trustee and such Paying Agent with respect to such moneys
shall thereupon cease.
ARTICLE TWELVE
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS
SECTION 12.01. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
CORPORATION EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement of this Indenture, or of any Security, or
for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, as such past,
present or future, of the Corporation, either directly or through the
Corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors, as such, of the Corporation because of
the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities or implied therefrom are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of such Securities.
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CHEVRON CORPORATION
INDENTURE
ARTICLE THIRTEEN
MISCELLANEOUS PROVISIONS
SECTION 13.01. SUCCESSORS AND ASSIGNS OF THE CORPORATION BOUND BY
INDENTURE. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Corporation shall bind its
successors and assigns, whether so expressed or not.
SECTION 13.02. NOTICES; EFFECTIVENESS. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Holders of Securities to or on the Corporation, or by
the Corporation or by the Holders of Securities to the Trustee or upon the
Depository by the Corporation or the Trustee may be electronically
communicated or hand delivered or sent by overnight courier, addressed to the
relevant party as provided in this Section 13.02.
All communications intended for the Corporation shall be sent to:
Chevron Corporation
225 Bush Street
San Francisco, CA 94104
Attention: Treasurer
Telex Numbers: ITT 470074 CHEV UI
RCA 278755 CHEV UR
Fax Numbers: (415) 894-6017
(415) 894-2246
All communications intended for the Trustee shall be sent to:
Attention: Chemical Bank
450 West 33rd Street
New York, New York 10001
Attention: Corporate Trust Department
Fax Number: (212) 613-7799
or at any other address of which any of the foregoing shall have notified the
others in any manner prescribed in this Section 13.02.
For all purposes of this Indenture, a notice or communication will be
deemed effective:
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CHEVRON CORPORATION
INDENTURE
(a) if delivered by hand or sent by overnight courier, on the
day it is delivered unless (i) that day is not a Business Day in the
city specified (a "Local Business Day") in the address for notice
provided by the recipient or (ii) if delivered after the close of
business on a Local Business Day, then on the next succeeding Local
Business Day,
(b) if sent by telex, on the day the recipient's answerback is
received unless that day is not a Local Business Day, in which case
on the next succeeding Local Business Day,
(c) if sent by facsimile transmission, on the date
transmitted, provided that oral or written confirmation of receipt
is obtained by the sender unless the date of transmission and
confirmation is not a Local Business Day, in which case, on the next
succeeding Local Business Day.
Any notice, direction, requires, demand, consent or waiver by the Corporation,
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given, made or filed, for all purposes, if given, made or filed
in writing at the Principal Office of the Trustee in accordance with the
provisions of this Section 13.02.
Any notice, request, consent or waiver by the Corporation or the Trustee upon
the Depository shall have been sufficiently given, made or filed, for all
purposes, if give or made in accordance with the provisions of this Section
13.02 at the address shown for such Depository in the Register or at such
other address as the Depository shall have provided for purposes of notice.
SECTION 13.03. COMPLIANCE CERTIFICATES AND OPINIONS. Upon on any
request or application by the Corporation to the Trustee to take any action
under any of the provisions of this Indenture, the Corporation shall furnish
to the Trustee an Officer's Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent have been complied with, except
that in the case of any such application or demand as to which the furnishing
of such document is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate
or opinion need be furnished.
Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
Section 5.03(d) shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable such Person to
express an informed opinion as to whether or not
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CHEVRON CORPORATION
INDENTURE
such covenant or condition has been complied with; and (4) a statement as to
whether or not, in the opinion of such Person, such condition or covenant has
been complied with.
Any certificate, statement or opinion of an officer of the Corporation
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon
which such certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon the certificate, statement or
opinion of or representations by an officer or officers of the Corporation
stating that the information with respect to such factual matters is in the
possession of the Corporation, unless such counsel knows that the certificate,
statement or opinion or representations with respect to the matters upon which
such Person's certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous.
Any certificate, statement or opinion of an officer of the Corporation or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants, unless such officer or counsel, as the case may be, knows that
the certificate or opinion or representations with respect to the accounting
matters upon which his or her certificate, statement or opinion may be based
as aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous. Any certificate or opinion of any firm of
independent public accountants filed with the Trustee shall contain a
statement that such firm is independent.
SECTION 13.04. DAYS ON WHICH PAYMENT TO BE MADE, NOTICE GIVEN OR OTHER
ACTION TAKEN. If any date on which a payment is to be made, notice given or
other action taken hereunder is a Saturday, Sunday or legal holiday in the
state in which the payment, notice or other action is to be made, given or
taken, then such payment, notice or other action shall be made, given or taken
on the next succeeding Business Day in such state, and in the case of any
payment, no interest shall accrue for the delay.
SECTION 13.05. PROVISIONS REQUIRED BY TRUST INDENTURE ACT OF 1939 TO
CONTROL. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 such required provision shall
control.
SECTION 13.06. GOVERNING LAW. THIS INDENTURE AND EACH SECURITY 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.
SECTION 13.07. PROVISIONS OF THE INDENTURE AND SECURITIES FOR THE SOLE
BENEFIT OF THE PARTIES AND THE SECURITYHOLDERS. Nothing in this Indenture or
in the Securities,
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CHEVRON CORPORATION
INDENTURE
expressed or implied, shall give or be construed to give any Person, firm or
corporation, other than the parties hereto and the Holders of the Securities,
any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition and provision herein contained;
all its covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the Holders of the Securities.
SECTION 13.08. INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This
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.
CHEMICAL BANK hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions hereinabove set forth.
IN WITNESS WHEREOF, CHEVRON CORPORATION has caused this Indenture to be
signed by its Chairman of the Board or any Vice-Chairmen of the Board or one
of its Vice-Presidents and CHEMICAL BANK has caused this Indenture to be
signed and acknowledged by one of its Vice-Presidents and to be signed and
acknowledged by one of its Assistant Secretaries, all as of the day and year
first written above.
CHEVRON CORPORATION
By ____________________________________________
CHEMICAL BANK, as Trustee
By ____________________________________________
Vice-President
By ____________________________________________
Assistant Secretary
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CHEVRON CORPORATION
INDENTURE
Exhibit 4.2
$000,000,000 BK-_____
CUSIP
CHEVRON CORPORATION
% SECURITY DUE
Unless this Security is presented by an authorized representative of The
Depository Trust Company, a New York Corporation ("DTC"), to Chevron
Corporation or its agent for registration of transfer, exchange or payment and
any Security issue is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co., or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
CHEVRON CORPORATION (herein referred to as the "Corporation"), a
corporation duly organized and existing under the laws of the State of
Delaware, for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of __________________ Million Dollars
($000,000,000) on _________________ in lawful money of the United States of
America and to pay interest (computed on the basis of a 360-day year of twelve
30-day months) thereon in like money from __________________ or from the most
recent Interest Payment Date (hereinafter defined) to which interest has been
paid or duly provided for until payment of such principal sum, at the rate of
_____ % per annum, payable on ___________________ and on each ____________ and
thereafter (the "Interest Payment Dates").
The principal hereof is payable upon presentation and surrender of
this Security at the principal office of Chemical Bank, as Trustee (herein
called the "Trustee"), in New York, New York. Interest on this Security may
be payable by check or draft mailed to the person in whose name this Security
is registered at the close of business of the Record Date for such interest
payment at such person's address as it appears on the registration books of
the Trustee. The Record Date for the Securities is the date which is 15 days
prior to the relevant Interest Payment Date.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF FULLY SET FORTH AT THIS PLACE.
This Security shall not be entitled to any benefit under the
Indenture (hereinafter defined), or become valid or obligatory for any
purpose, until the Certificate of Authentication hereon endorsed shall have
been executed by manual signature by the Trustee.
IN WITNESS WHEREOF, CHEVRON CORPORATION has caused this Security to be signed
by its President or Vice President manually or in facsimile and its corporate
seal to be imprinted hereon and attested by the manual or facsimile signature
of its Secretary or an Assistant Secretary.
CHEVRON CORPORATION
By:_______________________________
Vice President
Attest:________________________
Assistant Secretary
Dated: ____________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities, of the
Series designated herein, described in
the within-mentioned Indenture.
CHEMICAL BANK, as Trustee
By ____________________________________
Authorized Officer
CHEVRON CORPORATION
_____ % SECURITY DUE _____
This Security is one of a duly authorized issue of securities of the
Corporation, not limited in aggregate principal amount, all issued or to be
issued in one or more series of varying dates, numbers, interest rates and
other provisions, under an Indenture dated as of ________________, 199__ (the
"Indenture") among the Corporation and the Trustee. This Security is one of a
series of Securities designated as its "_____ % Securities Due _____________ "
aggregating $000,000,000 in principal amount (herein called the "Securities").
Reference is hereby made to the Indenture and all indentures
supplemental thereto and to the resolution of the Board of Directors of the
Corporation establishing certain terms of the Securities in accordance with
the provisions of the Indenture for a description of the rights, obligations,
duties and immunities thereunder of the Corporation, the Trustee and the
holders of the Securities, to all of the provisions of which Indenture and
resolution the registered owner of this Security, by acceptance hereof,
assents and agrees. The Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the holders of not less than
a majority in aggregate principal amount of the Securities (which term is
defined in the Indenture as any security or securities of the Corporation,
authenticated and delivered under the Indenture) at the time Outstanding (as
defined in the Indenture) and affected by such supplemental indenture, to
execute one or more supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or of modifying in any
manner the rights of the holders of such Securities; provided, however, that
no such supplemental indenture shall, without the consent of the holder of
each Outstanding Security (including the Securities) affected thereby: (1)
change the fixed maturity or redemption date of any Security, or reduce the
rate of interest on any Security or the method of determining such rate of
interest or extend the time of payment of interest, or reduce the principal
amount thereof, or reduce any premium payable on the redemption thereof, or
change the coin or currency in which the Securities or the interest thereon is
payable or impair the right to institute suit for the enforcement of any such
payment on or after the maturity thereof or deprive the holder of any Security
of any of the benefits of the Guarantee, (2) reduce the aforesaid percentage
of holders of the Outstanding Securities whose consent is required for the
execution of such supplemental indenture, or the consent of the holders of
which is required for any waiver provided for in the Indenture, (3) change the
time of payment. It is also provided in the Indenture that the holders of a
majority in principal amount of the Securities may waive (a) compliance by the
Corporation with the covenants contained in Article IV of the Indenture with
respect to the Securities and (b) any past or existing Event of Default with
respect to the Securities and its consequences except a continuing default in
the payment of the principal of or interest on the Securities or in respect of
a covenant or provision of the Indenture which cannot be modified or amended
without the consent of the registered owner of the Security so affected.
If an Event of Default (as that term is defined in the Indenture)
shall occur, the principal of all Securities and the interest accrued thereon
may be declared due and payable upon the conditions, in the manner and with
the effect provided in the Indenture. The Indenture provides that in certain
events such declaration and its consequences may be waived by the holders of a
majority in aggregate principal amount of the Securities then Outstanding.
The Securities are issuable in registered form in denominations of
$1,000 and any integral multiple thereof. Securities may be exchanged for a
like aggregate amount of Securities of other authorized denominations as
provided in the Indenture. This Security is transferable at the office of the
Trustee in Chicago, Illinois by the registered owner hereof in person, or by
such registered owner's attorney duly authorized in writing, on the books of
the Corporation at said office, but only in the manner, subject to the
limitations and upon payment of the charges provided in the Indenture, and
upon surrender and cancellation of this Security. Upon such transfer a new
fully registered Security or Securities of authorized denomination or
denominations, for the same aggregate principal amount will be issued to the
transferee in exchange herefor.
The Corporation, the Trustee and any agent of the Corporation or the
Trustee and any paying agent may treat the registered owner hereof as the
absolute owner of this Security (whether or not this Security shall be overdue
and notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Trustee) for the purpose of receiving payment hereof or
on account hereof and for all other purposes, and none of the Corporation, the
Trustee or any such agent shall be affected by notice to the contrary.
THIS SECURITY AND THE OBLIGATIONS OF CHEVRON CORPORATION IN RESPECT HEREOF ARE
GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
No recourse shall be had for the payment of the principal of or the
interest on this Security or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of Chevron Corporation or of any
successor of either, 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 being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
____________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT--_______________ Custodian _______________
(Cust) (Minor)
under Uniform Gifts to Minors
Act ________________________________
(State)
Additional abbreviations may also be used though not in the above
list.
_____________________
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
__________________________________________________
| |
|__________________________________________________| ______________________
___________________________________________________________________________
Please print or typewrite name and address including postal zip code of
assignee
___________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably
constituting and appointing _______________________________________________
attorney to transfer said Security on the books of the Corporation,
with full power of substitution in the premises.
Dated: ______________________
________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
Exhibit 5.1
LAW OFFICES OF
PILLSBURY MADISON & SUTRO
LOS ANGELES POST OFFICE BOX 7880 ORANGE COUNTY
SAN JOSE SAN FRANCISCO, CALIFORNIA 94120 SACRAMENTO
WASHINGTON, D.C. TELEPHONE (415) 983-1000 MENLO PARK
SAN DIEGO TELECOPIER (415) 983-1200 TOKYO
- ------------- HONG KONG
WRITER'S OFFICE AND NEW YORK
DIRECT DIAL NUMBER
April 6, 1995
Chevron Corporation
225 Bush Street
San Francisco, CA 94104
Ladies and Gentlemen:
We are acting as counsel for Chevron Corporation ("Chevron'), which is
filing this date with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, a Registration Statement relating to the
proposed sale from time to time by Chevron of up to $600,000,000 in aggregate
principal amount of its Debt Securities to be issued under an indenture to be
entered into among Chevron and Chemical Bank, as Trustee, in substantially the
form filed as Exhibit 4.1 to the Registration Statement (the "Indenture").
Please be advised that, in our opinion, the Debt Securities, when duly
authorized and executed by Chevron and authenticated by the Trustee, all in
accordance with the Indenture, and when delivered to and paid for by the
purchasers thereof, will be legally issued and binding obligations of Chevron.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the filing of the Registration
Statement referred to above. We also consent to the use of our name in the
related Prospectus under the heading "Legal Opinions."
Very truly yours,
/s/ Pillsbury Madison & Sutro
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 28, 1995 appearing on page FS-13 of Chevron Corporation's
Annual Report on Form 10-K for the year ended December 31, 1994. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Francisco, California
April 6, 1995
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-3 of our report dated February
14, 1995, relating to the combined balance sheets of the Caltex Group of
Companies as of December 31, 1994 and 1993 and the related combined statements
of income, retained earnings and cash flows for each of the years in the three
year period ended December 31, 1994, which report appears in Chevron
Corporation's Annual Report on Form 10-K for the year ended December 31, 1994.
We also consent to the reference to our firm under the heading "Experts" in
such Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Dallas, Texas
April 6, 1995
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ K. T. Derr
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ J. Dennis Bonney
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ James N. Sullivan
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ M. R. Klitten
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ Donald G. Henderson
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ Samuel H. Armacost
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ Sam Ginn
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ Carla A. Hills
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ C. M. Pigott
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ Condoleezza Rice
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ S. Bruce Smart
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ George H. Weyerhaeuser
______________________________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, a Registration Statement on Form S-3
(and amendments thereto, including post-effective amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN
M. VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign the
aforementioned Registration Statement (and any and all amendments thereto,
including post-effective amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as to all intents
and purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of March, 1995.
/s/ John A. Young
______________________________
Exhibit 25.1
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_________________________________________________________
CHEVRON CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 94-0890210
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
225 BUSH STREET
SAN FRANCISCO, CALIFORNIA 94104
(Address of principal executive offices) (Zip Code)
___________________________________________
DEBT SECURITIES
(Title of the indenture securities)
__________________________________________________________
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551 and Federal Reserve Bank of New York, District No.
2, 33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 33-50010, which
is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 29th day of MARCH, 1995.
CHEMICAL BANK
By /s/ T. J. FOLEY
-----------------------------
T. J. Foley
Vice President
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1994, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................. $ 6,291
Interest-bearing balances .......................... 5,484
Securities: ...........................................
Held to maturity securities............................. 6,313
Available for sale securities........................... 16,699
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................. 1,922
Securities purchased under agreements to resell .... 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $66,724
Less: Allowance for loan and lease losses 1,909
Less: Allocated transfer risk reserve ... 113
-------
Loans and leases, net of unearned income,
allowance, and reserve ............................. 64,702
Assets held in trading accounts ........................ 25,685
Premises and fixed assets (including capitalized
leases)............................................. 1,409
Other real estate owned ................................ 248
Investments in unconsolidated subsidiaries and
associated companies................................ 150
Customer's liability to this bank on acceptance
outstanding ........................................ 1,064
Intangible assets ...................................... 535
Other assets ........................................... 5,240
--------
TOTAL ASSETS ........................................... $135,742
========
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LIABILITIES
Deposits
In domestic offices ................................ $47,044
Noninterest-bearing .........................$16,782
Interest-bearing ............................ 30,262
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 31,227
Noninterest-bearing .........................$ 124
Interest-bearing ............................ 31,103
------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 12,222
Securities sold under agreements to repurchase ..... 1,428
Demand notes issued to the U.S. Treasury ............... 1,105
Trading liabilities .................................... 17,412
Other Borrowed money:
With original maturity of one year or less ......... 7,500
with original maturity of more than one year ....... 916
Mortgage indebtedness and obligations under capitalized
leases ............................................. 22
Bank's liability on acceptances executed and outstanding 1,081
Subordinated notes and debentures ...................... 3,410
Other liabilities ...................................... 5,205
TOTAL LIABILITIES ...................................... 128,572
-------
EQUITY CAPITAL
Common stock ........................................... 620
Surplus ................................................ 4,501
Undivided profits and capital reserves ................. 2,461
Net unrealized holding gains (Losses)
on available-for-sale securities ....................... (410)
Cumulative foreign currency translation adjustments .... (2)
TOTAL EQUITY CAPITAL ................................... 7,170
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ........................... $135,742
========
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
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