EXHIBIT 4.1
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FIRST SUPPLEMENTAL INDENTURE
AMONG
CHEVRONTEXACO CAPITAL COMPANY, As Issuer
CHEVRONTEXACO CORPORATION, As Guarantor
and
JPMORGAN CHASE BANK, As Trustee
Dated as of September 10, 2002
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TABLE OF CONTENTS
ARTICLE ONE
DEFINITIONS
Section 1.01 Definitions ................................................1
Adjusted Treasury Rate ............................................1
First Supplemental Indenture ......................................2
Indenture .........................................................2
Original Indenture ................................................2
Letter of Representation ..........................................2
Notes .............................................................2
Statistical Release ...............................................2
Trustee ...........................................................2
Section 1.02 Other Definitions ..........................................2
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 ..............................................4
Signatures
Exhibit A -- Form of Note
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 10, 2002, among
CHEVRONTEXACO CAPITAL COMPANY, an unlimited liability company organized under
the laws of Nova Scotia, Canada (the "Company"), CHEVRONTEXACO CORPORATION, a
Delaware corporation, as Guarantor ("ChevronTexaco") and JPMORGAN CHASE BANK, a
corporation organized under the laws of the State of New York, as Trustee (the
"Trustee"),
W I T N E S S E T H:
WHEREAS, the Company, ChevronTexaco and the Trustee have entered into
that certain Indenture dated as of July 15, 2002 (the "Original Indenture");
WHEREAS, pursuant to the provisions of Sections 2.01 and 10.01 of the
Original Indenture, the Company and ChevronTexaco wish 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,
the Company and ChevronTexaco have duly authorized the execution and delivery of
this First Supplemental Indenture, and all things necessary have been done to
make this First Supplemental Indenture a valid agreement of the Company and
ChevronTexaco in accordance with its terms:
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises the Company and ChevronTexaco
covenant and agree 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:
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
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) 0.10%. 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
1
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 periods 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 September 10, 2002, among the Company,
ChevronTexaco 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 July 15, 2002
among the Company, ChevronTexaco and the Trustee, as such indenture is
supplemented by this First Supplemental Indenture, 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 July
15, 2002 among the Company, ChevronTexaco and the Trustee, as such Indenture was
originally executed.
LETTER OF REPRESENTATION
The term "Letter of Representation" shall mean, with respect to this
First Supplemental Indenture only, the Letter of Representations executed in
connection with the Notes among the Company, ChevronTexaco, the Trustee and The
Depository Trust Company.
NOTES
The term "Notes" shall mean the $2,000,000,000 in aggregate principal
amount 3.50% Guaranteed Notes Due 2007.
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 the Company
shall designate.
TRUSTEE
The term "Trustee" shall mean JPMorgan Chase Bank, a New York
corporation, 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 or otherwise defined.
2
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 U.S.$2,000,000,000.
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 3.50% Guaranteed Notes Due
2007.
(b) The Notes shall bear interest on the unpaid principal amount thereof
from September 10, 2002.
(c) The Notes shall mature on September 17, 2007.
(d) The Notes shall bear interest at the rate of 3.50% per annum,
payable on March 17, 2003 and on each March 17 and September 17
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 Trust Company 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.
(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; 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, the Company 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 Trustee shall be registrar for the Notes and the Register of the
Notes shall be the principal office of the Trustee in New York.
(j) The Record Date for the Notes shall be the fifteenth day preceding
the relevant interest payment date.
(k) The Notes shall be subject to redemption, at the option of the
Company, 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
3
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 of 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 that any such
provision is invalid, illegal or unenforceable, this First Supplemental
Indenture shall be construed as if such provision had never been contained
herein.
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.
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, CHEVRONTEXACO CAPITAL COMPANY, CHEVRONTEXACO
CORPORATION and JPMORGAN CHASE BANK have each caused this Indenture to be duly
executed, all as of the day and year first written above.
CHEVRONTEXACO CAPITAL COMPANY
By: /s/ ▇.▇. ▇▇▇▇▇▇
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CHEVRONTEXACO CORPORATION
By: /s/ ▇.▇. ▇▇▇▇▇▇
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JPMORGAN CHASE BANK, as Trustee
By: /s/ ▇. ▇. ▇▇▇▇▇▇
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4
Exhibit A
$000,000,000 CUSIP 166760 AA 6
▇-▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
CHEVRONTEXACO CAPITAL COMPANY
3.50% GUARANTEED NOTE DUE 2007
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO CHEVRONTEXACO CAPITAL COMPANY
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.
CHEVRONTEXACO CAPITAL COMPANY (herein referred to as the "Company"), an
unlimited liability company organized and existing under the laws of Nova
Scotia, Canada, for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of ___ Million Dollars ($000,000,000) on
September 17, 2007 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 September 10, 2002 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 3.50% per
annum, payable on each March 17 and September 17 , commencing March 17, 2003
(the "Interest Payment Dates").
The principal hereof is payable upon presentation and surrender of this
Note at the principal office of JPMorgan Chase 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 on 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, CHEVRONTEXACO CAPITAL COMPANY has caused this Note
to be signed by its Assistant Treasurer 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.
CHEVRONTEXACO CAPITAL COMPANY
By:
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Attest:
-----------------------------------
Assistant Secretary
Dated: September 10, 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities, of the Series
designated herein, described in the
within-mentioned Indenture.
JPMORGAN CHASE BANK, as Trustee
By:
----------------------------------------
Authorized Officer
CHEVRONTEXACO CAPITAL COMPANY
3.50% GUARANTEED NOTE DUE 2007
This Note is one of a duly authorized issue of securities of the
Company, 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 July 15, 2002, as amended by the
First Supplemental Indenture dated as of September 10, 2002 (such indenture as
so amended being herein referred to as the "Indenture") each being among the
Company, ChevronTexaco Corporation, a Delaware corporation ("ChevronTexaco"), as
guarantor, and the Trustee. This Note is one of a series of Notes designated as
its "3.50% Guaranteed Notes Due 2007" aggregating $2,000,000,000 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 the Company, ChevronTexaco, the Trustee and the holders
of the Notes, to all of the provisions of which Indenture the registered owner
of this Note, by acceptance hereof, assents and agrees. The Indenture contains
provisions permitting the Company 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 Company, 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 ChevronTexaco 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.
Under the terms of the Indenture, ChevronTexaco unconditionally
guarantees to the holders from time to time of the Notes: (a) the full and
prompt payment of the principal of the Notes when and as the same shall become
due and (b) the full and prompt payment of the interest on the Notes when the
same shall become due. No reference herein to the Indenture and no provisions of
this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
interest on this Note at the place, at the respective times, at the rate and in
the currency herein prescribed, nor shall any such reference alter or impair the
obligation of ChevronTexaco to unconditionally guarantee to the holders from
time to time of the Notes the payment of principal of and interest on the Notes.
The Notes shall be subject to redemption at the option of the Company 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) 0.10%. If no maturity set forth under such heading
exactly corresponds to the 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 the Company
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 the Company 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.
The Company, ChevronTexaco, the Trustee and any agent of the Company,
ChevronTexaco 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 the Company, ChevronTexaco or the Trustee) for the
purpose of receiving payment hereof or on account hereof and for all other
purposes, and none of the Company, ChevronTexaco, the Trustee or any such agent
shall be affected by notice to the contrary.
THIS NOTE AND THE OBLIGATIONS OF THE COMPANY AND CHEVRONTEXACO 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 the Company or ChevronTexaco or of any successor of
the Company or ChevronTexaco, 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.