1
EXHIBIT 4.2
AMERADA ▇▇▇▇ CORPORATION
AS ISSUER
AND
THE CHASE MANHATTAN BANK,
AS TRUSTEE
------------------------------------------------
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 1, 1999
------------------------------------------------
DEBT SECURITIES
--------------------------------------------------------------------------------
2
FIRST SUPPLEMENTAL INDENTURE, dated as October 1, 1998 (hereafter
called the "FIRST SUPPLEMENTAL INDENTURE"), between Amerada ▇▇▇▇ Corporation, a
corporation duly organized and existing under the laws of Delaware (hereinafter
called the "COMPANY") and The Chase Manhattan Bank, N.A., as Trustee under the
Original Indenture referred to below (hereinafter called the "TRUSTEE").
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture dated as of October 1, 1999 (hereinafter called the
"ORIGINAL INDENTURE"), to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (herein called
the "SECURITIES"), up to such principal amount or amounts as may from time to
time be authorized in accordance with the terms of the Original Indenture and to
provide, among other things, for the authentication, delivery and administration
thereof, the Company has duly authorized the execution and delivery of the
Original Indenture;
WHEREAS, Section 9.01 of the Original Indenture provides, among
other things, that the Company and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, the purpose of
establishing the form and terms of the Securities of any series as permitted in
Sections 2.01 and 3.01 of the Original indenture and of appointing an
Authenticating Agent with respect to the Securities of any series;
WHEREAS, the Company desires to create a series of the Securities in
an aggregate principal amount of $300,000,000 to be designated the "7 3/8% Notes
Due 2009" (the "2009 NOTES") and a series of the Securities in an aggregate
principal amount $700,000,000 to be designated "7 7/8% Notes Due 2029 (the "2029
NOTES") (the 2009 Notes and the 2029 Notes collectively, the "NOTES"), and all
action on the part of the Company necessary to authorize the issuance of the
Notes under the Original Indenture and this First Supplemental Indenture has
been duly taken; and
WHEREAS, all acts and things necessary to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee as in the
Indenture provided, the valid and binding obligations of the Company and to
constitute these presents a valid and binding supplemental indenture and
agreement according to its terms, have been done and performed;
1
3
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance and
purchase of the Notes by the holders thereof and of the acceptance of this trust
by the Trustee, the Company covenants and agrees with the Trustee, for the equal
benefit of holders of the Notes, as follows:
ARTICLE 1
DEFINITIONS
The use of the terms and expressions herein is in accordance with
the definitions, uses and constructions contained in the Original Indenture and
the form of Note attached hereto as Exhibit A.
Section 1.01 of the Original Indenture is amended and supplemented
as follows, in each case solely for purposes of the Notes:
"ADJUSTED TREASURY RATE" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"COMPARABLE TREASURY ISSUE" means the United States Treasury
security selected by a Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.
"COMPARABLE TREASURY PRICE" means, with respect to any redemption
date, (i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.
"QUOTATION AGENT" means the Reference Treasury Dealer appointed by
Amerada ▇▇▇▇ Corporation.
"REFERENCE TREASURY DEALERS" means each of ▇.▇. ▇▇▇▇▇▇ Securities
Inc. and its respective successors and any other primary treasury dealer we
select. If
2
4
any of the foregoing ceases to be a primary U.S. Government securities dealer in
New York City, we must substitute another primary treasury dealer.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issues
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
ARTICLE 2
TERMS AND ISSUANCE OF 7 3/8 NOTES DUE 2009 AND 7 7/8 NOTES DUE 2029
SECTION 2.1. Issue of Notes. A series of Securities which shall be
designated the "7 3/8% Notes Due 2009" and a series of securities which shall be
designated the "7 7/8% Notes Due 2029" shall be executed, authenticated and
delivered in accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of the Original Indenture and
this First Supplemental Indenture (including the form of Note set forth in
Exhibit A hereto). The aggregate principal amount of the 2009 Notes which may be
authenticated and delivered under the First Supplemental Indenture shall not,
except as permitted by the provisions of the Original Indenture, exceed
$300,000,000. The aggregate principal amount of the 2029 Notes which may be
authenticated and delivered under the First Supplemental Indenture shall not,
except as permitted by the provisions of the Original Indenture, exceed
$700,000,000.
SECTION 2.2. Terms of Notes. The terms of the Notes shall be as set
forth in the Schedule I attached hereto.
SECTION 2.3. Negative Pledge. The covenant provided by Section 4.03
of the Original Indenture shall be applicable to the Notes.
SECTION 2.4. Certain Sale and Lease-Back Transactions. The covenant
provided by Section 4.4 of the Original Indenture shall be applicable to the
Notes.
SECTION 2.5. Place of Payment. The Place of Payment in respect of
the Notes will be in The City of New York, initially the corporate trust office
of The Chase Manhattan Bank, which, at the date hereof, is located at ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
3
5
ARTICLE 3
AUTHENTICATING AGENT
SECTION 3.1. Authenticating Agent. The Chase Manhattan Bank, a
national banking association duly organized and existing under the laws of the
United States, is hereby appointed Authenticating Agent with respect to the
Notes.
ARTICLE 4
MISCELLANEOUS
SECTION 4.1. Confirmation of the Original Indenture. This First
Supplemental Indenture shall form a part of the Original Indenture for all
purposes and every holder of Securities heretofore or hereafter authenticated
and delivered under the Original Indenture shall be bound hereby; provided that
the supplemental definitions provided in Article 1 of this First Supplemental
Indenture shall apply only to the Notes. The Original Indenture as supplemented
by this First Supplemental Indenture is hereby in all respects ratified and
confirmed.
SECTION 4.2. Execution as Supplemental Indenture. This First
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this First Supplemental Indenture forms a part thereof.
SECTION 4.3. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this First Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.
SECTION 4.4. Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.
SECTION 4.5. Successors and Assigns. All covenants and agreements
in this First Supplemental Indenture by the Company shall bind its successors
and assigns, whether so expressed or not.
SECTION 4.6. Separability Clause. In case any provision in this
First Supplemental Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
4
6
SECTION 4.7. Benefits of First Supplemental Indenture. Nothing in
this First Supplemental Indenture or in the Notes, express or implied, shall
give to any person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this First Supplemental Indenture.
SECTION 4.8. Execution and Counterparts. This First Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
5
7
EXHIBIT 4.2
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first written
above.
AMERADA ▇▇▇▇ CORPORATION
as the Company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
THE CHASE MANHATTAN BANK
as Trustee
By: /s/ ▇. ▇'▇▇▇▇▇
------------------------------------
Name: ▇. ▇'▇▇▇▇▇
Title: Vice President
6
8
SCHEDULE I
Title of Securities: 7 7/8% Notes due October 1, 2029
Aggregate principal
amount: $700,000,000
Price to Public: 98.754% of the principal amount of the Securities,
plus accrued interest, if any, from October 1,
1999 to the Closing Date.
Indenture: Indenture dated as of October 1, 1999 between the
Company and The Chase Manhattan Bank as Trustee.
Maturity: October 1, 2029
Interest Rate: 7 7/8%
Interest Payment Dates: April 1 and October 1
Optional Redemption The Securities may be redeemed at any time prior
Provisions: to maturity at the option of the Company, in whole
or in part, upon not less than 30 or more than 60
days prior written notice, at a redemption price
equal to the greater of (i) 100% of their
principal amount or (ii), as determined by a
Quotation Agent, the sum of the present values of
the remaining scheduled payments of principal and
interest thereon, discounted to the redemption
date, on a semi-annual basis, at the Adjusted
Treasury Rate (as all such terms are defined in
the First Supplemental Indenture) plus 25 basis
points, together with all accrued but unpaid
interest, if any, to the date of redemption;
provided, however, that interest installments due
on an interest payment date that is on or prior to
the date of redemption will be payable to holders
who are holders of record of such Securities as of
the close of business on the relevant record date
for such installment.
7
9
Title of Securities: 7 3/8% Notes due October 1, 2009
Aggregate principal $300,000,000
amount:
Price to Public: 99.547% of the principal amount of the Securities,
plus accrued interest, if any, from October 1,
1999 to the Closing Date.
Indenture: Indenture dated as of October 1, 1999 between the
Company and The Chase Manhattan Bank as Trustee.
Maturity: October 1, 2009
Interest Rate: 7 3/8%
Interest Payment Dates: April 1 and October 1
Optional Redemption The Securities may be redeemed at any time prior
Provisions: to maturity at the option of the Company, in whole
or in part, upon not less than 30 or more than 60
days prior written notice, at a redemption price
equal to the greater of (i) 100% of their
principal amount or (ii), as determined by a
Quotation Agent, the sum of the present values of
the remaining scheduled payments of principal and
interest thereon, discounted to the redemption
date, on a semi-annual basis, at the Adjusted
Treasury Rate (as all such terms are defined in
the First Supplemental Indenture) plus 25 basis
points, together with all accrued but unpaid
interest, if any, to the date of redemption;
provided, however, that interest installments due
on an interest payment date that is on or prior to
the date of redemption will be payable to holders
who are holders of record of such Securities as of
the close of business on the relevant record date
for such installment.
8
10
EXHIBIT A
[FORM OF FACE OF NOTE]
Unless and until this Security is exchanged in whole or in part for
Securities in definitive form, this Security may not be transferred except as a
whole by The Depository Trust Company, a New York corporation ("DTC" or the
"Depositary"), to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any nominee to a successor Depositary or a nominee
of any successor Depositary. Unless this certificate is presented by an
authorized representative of DTC to the Issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued 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.
No.__________________ $_______________
AMERADA ▇▇▇▇ CORPORATION
_____% Note Due
Amerada ▇▇▇▇ Corporation, Delaware (the "ISSUER"), for value
received, hereby promises to pay to _____________ or registered assigns, at the
office or agency of the Issuer in New York, New York, the principal sum of
________________ Dollars on ______________, in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest, semiannually on
__________________ and _______________ of each year, commencing
___________________, _______________, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum specified in the title
of this Note, from the ______________ or the _________________, as the case may
be, next preceding the date of this Note to which interest has been paid, unless
the date hereof is a date to which interest has been paid, in which case from
the date of this Note, or unless no interest has been paid on these Notes, in
which case from ________________, _________________, until payment of said
principal sum has been made or duly provided for; provided, that payment of
interest may be made at
9
11
the option of the Issuer by check mailed to the address of the person entitled
thereto as such address shall appear on the Security register. Notwithstanding
the foregoing, if the date hereof is after the ___________ day of ____________
or ______________, as the case may be, and before the following ____________ or
______________, this Note shall bear interest from such _________________ or
______________; provided, that if the Issuer shall default in the payment of
interest due on such _______________ or ______________, then this Note shall
bear interest from the next preceding _________________ or __________________,
to which interest has been paid or, if no interest has been paid on these Notes,
from _________________. The interest so payable on any ________________ or
_________________, will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
is registered at the close of business on the ________________ or
_________________, as the case may be, next preceding such ___________________
or ________________.
Reference is made to the further provisions of this Note set forth
on the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, Amerada ▇▇▇▇ Corporation has caused this
instrument to be signed by facsimile by its duly authorized officers and has
caused a facsimile of its corporate seal to be affixed hereunto or imprinted
hereon.
Dated:
AMERADA ▇▇▇▇ CORPORATION
By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title
10
12
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as
Trustee
By:
------------------------------
Authorized Officer
11
13
[FORM OF REVERSE OF NOTE]
AMERADA ▇▇▇▇ CORPORATION
% Note Due
This Note is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Issuer (hereinafter called the
"SECURITIES") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of October 1, 1999 (as supplemented
by the First Supplemental Indenture dated as of October 1, 1999, the
"INDENTURE") duly executed and delivered by the Issuer to The Chase Manhattan
Bank, Trustee (herein called the "TRUSTEE") (as supplemented by the First
Supplemental Indenture dated as of October 1, 1999), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Issuer and the holders of the Securities. The Securities may
be issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if
any) and may otherwise vary as in the Indenture provided. This Note is one of a
series designated as the ____% Notes Due _______ of the Issuer, limited in
aggregate principal amount to $ _________.
In case an Event of Default with respect to the ___% Notes Due
____________, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding (as defined
in the Indenture) of all series to be affected (voting as one class), evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders to amend the Indenture and the Securities of any series
with the written consent of the Holders of a majority in principal amount of the
outstanding Securities of all series affected by such supplemental indenture
(all such series voting as one class), and the Holders of a majority in
principal amount of the outstanding Securities of all series affected thereby
(all such series voting as one class) by written notice to the Trustee may waive
future compliance by the Company with any provision of this Indenture or the
Securities of such series; provided, however, that no such supplemental
indenture
12
14
shall (i) extend the stated maturity of the Principal of, or any sinking fund
obligation or any installment of interest on, such Holder's Security, or reduce
the Principal amount thereof or the rate of interest thereon (including any
amount in respect of original issue discount), or any premium payable with
respect thereto, or reduce the amount of the Principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 6.02 or the amount thereof provable in
bankruptcy, or change any place of payment where, or the currency in which, any
Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the due
date therefor; (ii) reduce the percentage in principal amount of outstanding
Securities of the relevant series the consent of whose Holders is required for
any such supplemental indenture, for any waiver of compliance with certain
provisions of this Indenture or certain Defaults and their consequences provided
for in this Indenture; (iii) waive a Default in the payment of Principal of or
interest on any Security of such Holder; or (iv) modify any of the provisions of
Section 9.02 of the Indenture, 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 outstanding Security affected
thereby.
It is also provided in the Indenture that, subject to certain
conditions, the Holders of at least a majority in aggregate principal amount of
the outstanding Securities of all series affected (voting as a single class), by
notice to the Trustee, may waive an existing Default or Event of Default with
respect to the Securities of such series and its consequences, except a Default
in the payment of principal of or interest on any Security 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 outstanding Security affected. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
with respect to the Securities of such series arising therefrom shall be deemed
to have been cured, for every purpose of the Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note in the manner, at the respective times, at the rate and in the coin
or currency herein prescribed.
The Notes are issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000 and in book-entry form. The
Notes may be represented by one or more Global Securities (each, a "Global
Note") deposited with the Depositary and registered in the name of the nominee
of the Depositary, with certain limited exceptions. So long as DTC or any
successor Depositary or its nominee is the registered Holder of a Global Note,
DTC, such Depositary or such nominee, as the case may be, will be considered the
sole owner or Holder of the Notes
13
15
represented by such Global Note for all purposes under the Indenture and the
Notes. Beneficial interest in the Notes will be evidenced only by, and transfer
thereof will be effected only through, records maintained by DTC and its
participants. Except as provided below, an owner of a beneficial interest in a
Global Note will not be entitled to have Notes represented by such Global Note
registered in such owner's name, will not receive or be entitled to receive
physical delivery of the Notes in certificated form and will not be considered
the owner or Holder thereof under the Indenture.
No Global Note may be transferred except as a whole by the
Depositary to a nominee of the Depositary. Global Notes are exchangeable for
certificated Notes only if (x) the Depositary notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Global Notes or if at any
time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and the Issuer fails within 90 days
thereafter to appoint a successor, (y) the Issuer in its sole discretion
determines that such Global Notes shall be so exchangeable or (z) there shall
have occurred and be continuing an Event of Default or an event which with the
giving of notice or lapse of time or both would constitute an Event of Default
with respect to the Notes represented by such Global Notes. In such event, the
Issuer will issue Notes in certificated form in exchange for such Global Notes.
In any such instance, an owner of a beneficial interest in the Global Notes will
be entitled to physical delivery in certificated form of Notes equal in
principal amount to such beneficial interest and to have such Notes registered
in its name. Notes so issued in certificated form will be issued in
denominations of $1,000 or any integral multiple thereof, and will be issued in
registered form only, without coupons.
The Notes may be redeemed at the option of the Issuer as a whole, or
part, at anytime prior to maturity, upon mailing a notice of such redemption not
less than 30 nor more than 60 days prior to the date fixed for redemption to the
Holders of Notes at their last registered addresses, all as further provided in
the Indenture, at a redemption price equal to the greater of (i) 100% of their
principal amount or (ii) as determined by a Quotation Agent, the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued as of
the date of redemption) discounted to the redemption date, on a semi-annual
basis assuming a 360-day year consisting of twelve 30-day months at the Adjusted
Treasury Rate plus 25 basis points, together with all accrued but unpaid
interest, if any, to the date of redemption in either case.
No recourse under or upon any obligation, covenant or agreement of
the Issuer in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as such, of
the Issuer or of any successor corporation, either directly or through the
Issuer or any successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability
14
16
being expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
15
