Exhibit 4.6
LL&E CAPITAL II
DECLARATION OF TRUST
This DECLARATION OF TRUST, dated as of November 15, 1996, among The
Louisiana Land and Exploration Company, as "Depositor", First Chicago Delaware
Inc., a Delaware corporation, not in its individual capacity but solely as
trustee (the "Delaware Trustee") and Xxxxxxx X. Xxxxxxxx, Xxxxxxxxx X. Xxxxxxx,
XX, and Xxxxx X. Xxxxxxx, Xx., as trustees (the "Regular Trustees" and
collectively with the Delaware Trustee, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "LL&E Capital II," in
which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and xxx and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and
Restated Declaration of Trust, satisfactory to each such party and substantially
in the form to be included as an Exhibit to the 1933 Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
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4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and certain other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the Preferred
Securities of the Trust under Section 12(b) of the Securities Exchange Act of
1934, as amended; (ii) to file with the New York Stock Exchange (the "Exchange")
and execute on behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Preferred Securities to be listed
on the Exchange; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the securities
or "Blue Sky" laws of such jurisdictions as the Depositor, on behalf of the
Trust, may deem necessary or desirable and (iv) to execute on behalf of the
Trust that certain Underwriting Agreement relating to the Preferred Securities,
among the Trust, the Depositor and the several Underwriters named therein,
substantially in the form to be included as an Exhibit to the 1933 Act
Registration Statement. In the event that any filing referred to in clauses (i)
through (iii) above is required by the rules and regulations of the Commission,
the New York Stock Exchange or any other national stock exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, any Regular Trustee, in his capacity as Trustee of the Trust, is
hereby authorized and directed to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that First
Chicago Delaware Inc., in its capacity as Trustee of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission, the New
York Stock Exchange or any other national stock exchange or state securities or
blue sky laws. In connection with all of the foregoing, the Depositor hereby
constitutes and appoints Xxxxxxx X. Xxxxxxxx, Xxxxxxxxx X. Xxxxxxx, XX and Xxxxx
X. Xxxxxxx, Xx., and each of them, as its
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true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for the Depositor or in the Depositor's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the 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 connection therewith,
as fully to all intents and purposes as the Depositor might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes, shall do
or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. Any Trustee may resign upon thirty days prior notice to the Depositor.
7. The Delaware Trustee shall be a Trustee hereunder for the sole and
limited purpose of fulfilling the requirements of { 3807 of the Business Trust
Act.
8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
The Louisiana Land and
Exploration Company,
as Depositor
By:/s/ Xxxxx X. Xxxxxxx, Xx.
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Name: Xxxxx X. Xxxxxxx, Xx.
Title: Senior Vice President and
Chief Financial Officer
First Chicago Delaware Inc.,
not in its individual capacity
but solely as Trustee
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx, as Regular
Trustee
/s/ Xxxxxxxxx X. Xxxxxxx, XX
---------------------------------
Xxxxxxxxx X. Xxxxxxx, XX, as
Regular Trustee
/s/ Xxxxx X. Xxxxxxx, Xx.
---------------------------------
Xxxxx X. Xxxxxxx, Xx., as Regular
Trustee
