Exhibit 4.1
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FIRST SUPPLEMENTAL INDENTURE
BETWEEN
CHEVRON CORPORATION
and
THE CHASE MANHATTAN BANK, As Trustee
Dated as of October 13, 1999
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TABLE OF CONTENTS
ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions........................................1
Adjusted Treasury Rate...................................2
First Supplemental Indenture.............................2
Indenture................................................2
Original Indenture.......................................2
Letter of Representation.................................2
Notes ................................................2
Statistical Release......................................2
Trustee ................................................3
Section 1.02. Other Definitions..................................3
ARTICLE TWO
TERMS OF THE NOTES
Section 2.01. Notes Constitute a Series of Securities............3
Section 2.02. Terms and Provisions of the Notes..................3
ARTICLE THREE
MISCELLANEOUS PROVISIONS
Section 3.01. Provisions of the Original Indenture...............4
Section 3.02. Separability of Invalid Provisions..................4
Section 3.03. Execution in Counterparts..........................4
Section 3.04. Effectiveness......................................5
Signatures........................................................5
Exhibit A - Form of Notes
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 13, 1999,
between CHEVRON CORPORATION, a Delaware corporation ("Chevron"), and THE CHASE
MANHATTAN BANK a national banking association (as successor to Chemical Bank),
as Trustee (the "Trustee"),
WITNESSETH:
WHEREAS, Chevron and the Trustee entered into that certain indenture
dated as of June 15, 1995 (the "Original Indenture"); and
WHEREAS, pursuant to the provisions of Sections 2.01 and 10.01
of the Original Indenture, Chevron wishes to enter into this First Supplemental
Indenture to establish the terms and provisions of a Series of Securities
(as defined in the Original Indenture); and
WHEREAS, in compliance with the requirements of the Original
Indenture, Chevron has duly authorized the execution and delivery of
this First Supplemental Indenture, and all things necessary have been done
to make this First Supplemental Indenture a valid agreement of Chevron in
accordance with its terms:
NOW THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises, Chevron covenants and agrees
with the Trustee, for the equal and proportionate benefit of the respective
holders from time to time of the Securities, as follows:
ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions. The terms defined in this Section 1.01
shall, for all purposes of the Original Indenture and this First Supplemental
Indenture, have the meanings herein specified, unless the context clearly
otherwise requires:
1
Adjusted Treasury Rate
The term "Adjusted Treasury Rate" shall mean (1) the arithmetic mean of
the yields under the heading "Week Ending" published in the Statistical Release
(hereinafter defined) most recently published prior to the date of determination
under the caption "Treasury Constant Maturities" for the maturity (rounded to
the nearest month) corresponding to the remaining term, as of the redemption
date, of the Notes being redeemed plus (2) 0.15%. If no maturity set forth under
such heading exactly corresponds to the remaining term of the Notes being
redeemed, yields for the two published maturities most closely corresponding to
the remaining term of the Notes being redeemed will be calculated as described
in the preceding sentence, and the Adjusted Treasury Rate will be interpolated
or extrapolated from such yields on a straight-line basis, rounding each of the
relevant period to the nearest month. The Adjusted Treasury Rate is to be
determined on the third Business Day preceding the redemption date.
First Supplemental Indenture
The term "First Supplemental Indenture" shall mean this First
Supplemental Indenture dated as of October 13, 1999, between Chevron and the
Trustee, as such is originally executed, or as it may from time to time be
supplemented, modified or amended, as provided herein and in the Indenture.
Indenture
The term "Indenture" shall mean the Indenture, dated as of June 15,
1995, between Chevron and the Trustee, as such indenture is supplemented by the
First Supplemental Indenture dated as of October 13, 1999, between Chevron and
the Trustee, and as it may from time to time hereafter be further supplemented,
modified or amended, as provided in the Indenture.
Original Indenture
The term "Original Indenture" shall mean the Indenture, dated as of
June 15, 1995, between Chevron and the Trustee, as such Indenture was originally
executed.
Letter of Representation
The Term "Letter of Representations" shall mean, with respect to this
First Supplemental Indenture only, the Letter of Representations executed in
connection with the Notes among Chevron, the Trustee and The Depository Trust
Company.
Notes
The term "Notes" shall mean the $500,000,000 in aggregate principal
amount 6 5/8% Notes Due 2004.
Statistical Release
The term "Statistical Release" shall mean the statistical release
designation "H.15(519)" or any successor publication which is published weekly
by the Federal Reserve System and which establishes yields on actively-traded
United States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the
terms of the Notes, then such other reasonably comparable index as Chevron shall
designate.
2
Trustee
The term "Trustee" shall mean The Chase Manhattan Bank, a New York
banking corporation (successor to Chemical Bank), until a successor replaces it
pursuant to the applicable provisions of the Indenture and, thereafter, shall
mean such successor.
Section 1.02. Other Definitions. All of the terms appearing herein
shall be defined as the same are now defined under the provisions of the
Original Indenture, except when expressly herein otherwise defined.
ARTICLE TWO
TERMS OF THE NOTES
Section 2.01. Notes Constitute a Series of Securities. The Notes are
hereby authorized to be issued under the Indenture as a Series of Securities.
The Notes shall be in the aggregate principal amount of $500,000,000.
Section 2.02. Terms and Provisions of the Notes. The Notes shall be
subject to the terms and provisions hereinafter set forth:
(a) The Notes shall be designated as the 6 5/8% Notes Due 2004.
(b) The Notes shall bear interest on the unpaid principal amount
thereof from October 13, 1999.
(c) The Notes shall mature on October 1, 2004.
(d) The Notes shall bear interest at the rate of 6 5/8% per annum,
payable on April 1, 2000 and on each October 1 and April 1
thereafter.
(e) The Notes shall be issued initially as one or more Global
Securities (the "Global Notes") in registered form registered
in the name of the Depository or its nominee in such
denominations as are required by the Letter of Representations
and otherwise as in substantially the form set forth in
Exhibit A to this First Supplemental Indenture with such minor
changes thereto as may be required in the process of printing
or otherwise producing the Global Notes but not affecting the
substance thereof.
(f) The Depository for the Notes shall be The Depository Trust Company.
(g) The Global Notes shall be exchangeable for definitive Notes in
registered form substantially the same as the Global Notes in
denominations of $1,000 or any integral multiple thereof upon
the terms and in accordance with the provisions of the
Indenture.
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(h) The Notes shall be payable (as to both principal and interest)
when and as the same become due at the office of the Trustee,
The Chase Manhattan Bank; provided that as long as the Notes
are in the form of one or more Global Notes, payments of
interest may be made by wire transfer in accordance with the
provisions of the Letter of Representations and provided
further, that upon any exchange of the Global Notes for Notes
in definitive form, Chevron elects to exercise its option to
have interest payable by check mailed to the registered owners
at such owners' addresses as they appear on the Register, as
kept by the Trustee on each relevant Record Date.
(i) The Record Date for the Notes shall be the fifteenth day preceding
the relevant interest payment date.
(j) The Notes shall be subject to redemption, at the option of
Chevron, in whole or in part, at any time at a redemption
price equal to the greater of (a) 100% of the principal amount
of the Notes being redeemed and (b) the sum of the present
values of the remaining scheduled payments of principal and
interest thereon (not including the portion of any such
payments of interest accrued as of the redemption date),
discounted to the redemption date on a semiannual basis at the
Adjusted Treasury Rate, plus interest accrued on the Notes
being redeemed to the redemption date. The redemption price is
calculated assuming a 360-day year consisting of twelve 30-day
months.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
Section 3.01. Provisions of the Original Indenture. Except insofar as
herein otherwise expressly provided, all the definitions, provisions, terms and
conditions of the original Indenture shall be deemed to be incorporated in and
made a part of this First Supplemental Indenture; and the Original Indenture, as
amended and supplemented by this First Supplemental Indenture, is in all
respects ratified and confirmed, and the Original Indenture and this First
Supplemental Indenture shall be read, taken and considered as one and the same
instrument.
Section 3.02. Separability of Invalid Provisions. In case any one or
more of the provisions contained in this First Supplemental Indenture shall be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions contained in this First
Supplemental Indenture, and to the extent and only to the extent than any such
provision is invalid, illegal or unenforceable, this First Supplemental
Indenture shall be construed as if such provision had never been contained
herein.
Section 3.03. Execution in Counterparts. This First Supplemental
Indenture may be simultaneously executed and delivered in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original.
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Section 3.04. Effectiveness. The obligations of the parties hereto
shall become effective as of the date of this First Supplemental Indenture.
IN WITNESS WHEREOF, CHEVRON CORPORATION, and THE CHASE MANHATTAN BANK,
have each caused this First Supplemental Indenture to be duly entered into as of
the date first above written.
CHEVRON CORPORATION
By
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THE CHASE MANHATTAN BANK, as Trustee
By
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5
EXHIBIT A
FORM OF NOTES
$000,000,000
CUSIP
CHEVRON CORPORATION
6 5/8% NOTE DUE 2004
Unless this Note 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 Note 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.
CHEVRON CORPORATION (herein referred to as "Chevron"), 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 October 1, 2004
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
October 13, 1999 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 6 5/8% per annum, payable on each April 1 and
October 1, commencing April 1, 2000 (the "Interest Payment Dates").
The principal hereof is payable upon presentation and
surrender of this Note at the principal office of The Chase Manhattan Bank, as
Trustee (herein called the "Trustee"), in New York, New York. Interest on this
Note may be payable by check or draft mailed to the person in whose name this
Note 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 Notes is the date which is 15 days prior to the
relevant Interest Payment Date.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE 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 Note 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 Note
to be signed by its ___________________ 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:
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Attest:
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Assistant Secretary
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Dated: October 13, 1999
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities, of the Series designated herein, described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By
Authorized Officer
7
CHEVRON CORPORATION
6 5/8% NOTE DUE 2004
This Note is one of a duly authorized issue of securities of
Chevron, 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 June 15, 1995, as amended by the
First Supplemental Indenture dated as of October 13 1999 (such indenture as so
amended being herein referred to as the "Indenture") each being between Chevron
and the Trustee. This Note is one of a series of Notes designated as its "6 5/8%
Notes Due 2004" aggregating $500,000,000 in principal amount (herein called the
"Notes").
Reference is hereby made to the Indenture and all indentures
supplemental thereto for a description of the rights, obligations, duties and
immunities thereunder of Chevron, the Trustee and the holders of the Notes, to
all of the provisions of which Indenture and resolution the registered owner of
this Note, by acceptance hereof, assents and agrees. The Indenture contains
provisions permitting Chevron 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
Chevron, 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 Notes) affected thereby: (1) change the
fixed maturity or redemption date of any Note, or reduce the rate of interest on
any Note 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 Notes 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, (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 or (3) change the time of payment. It is also
provided in the Indenture that the holders of a majority in principal amount of
the Notes may waive (a) compliance by Chevron Corporation with the covenants
contained in Article Four of the Indenture with respect to the Notes and (b) any
past or existing Event of Default with respect to the Notes and its consequences
except a continuing default in the payment of the principal of or interest on
the Notes 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 Note
so affected.
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The Notes shall be subject to redemption at the option of
Chevron as a whole or in part, on any date at a redemption price equal to the
greater of (a) 100% of the principal amount of the Notes being redeemed and (b)
the sum of the present values of the remaining scheduled payments of principal
and interest thereon (not including the portion of any such payments of interest
accrued as of the redemption date), discounted to the redemption date on a
semiannual basis at the Adjusted Treasury Rate (as hereinafter defined), plus
interest accrued on the Notes being redeemed to the redemption date. The
redemption price is calculated assuming a 360-day year consisting of twelve
30-day months. The "Adjusted Treasury Rate" is to be determined on the third
Business Day preceding the redemption date and means (1) the arithmetic mean of
the yields under the heading "Week Ending" published in the Statistical Release
(hereinafter defined) most recently published prior to the date of determination
under the caption "Treasury Constant Maturities" for the maturity (rounded to
the nearest month) corresponding to the remaining term, as of the redemption
date, of the Notes being redeemed plus (2) 0.15%. If no maturity set forth under
such heading exactly corresponds to the remaining term of the Notes being
redeemed, yields for the two published maturities most closely corresponding to
the remaining term of the Notes being redeemed will be calculated as described
in the preceding sentence, and the Adjusted Treasury Rate will be interpolated
or extrapolated from such yields on a straight-line basis, rounding each of the
relevant period to the nearest month. The term "Statistical Release" means the
statistical release designation "H.15(519)" or any successor publication which
is published weekly by the Federal Reserve System and which establishes yields
on actively-traded United States government securities adjusted to constant
maturities, or, if such statistical release is not published at the time of any
determination under the terms of the Notes, then such other reasonably
comparable index as Chevron shall designate. As provided in the Indenture,
notice of redemption shall be given to the registered owners of Notes to be
redeemed by mailing a notice of such redemption not less than 30 nor more than
60 days prior to the date fixed for redemption, to their addresses as they
appear on the register books.
If an Event of Default (as that term is defined in the
Indenture) shall occur, the principal of all Notes 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 Notes then
Outstanding.
The Notes are issuable in registered form in denominations of
$1,000 and any integral multiple thereof. Notes may be exchanged for a like
aggregate amount of Notes of other authorized denominations as provided in the
Indenture. This Note is transferable at the office of the Trustee in New York,
New York by the registered owner hereof in person, or by such registered owner's
attorney duly authorized in writing, on the books of Chevron 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 Note.
Upon such transfer a new fully registered Note or Notes of authorized
denomination or denominations, for the same aggregate principal amount will be
issued to the transferee in exchange herefor.
Chevron, the Trustee and any agent of Chevron or the Trustee
and any paying agent may treat the registered owner hereof as the absolute owner
of this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon made by anyone other than Chevron
or the Trustee) for the purpose of receiving payment hereof or on account hereof
and for all other purposes, and none of Chevron, the Trustee or any such agent
shall be affected by notice to the contrary.
THIS NOTE 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 Note 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 or of any successor of
Chevron, 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.
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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.
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FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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Please print or typewrite name and address including postal zip code of assignee
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note on the books of Chevron,
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.
