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EXHIBIT 4(c)
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AMOCO COMPANY
and
[NAME OF WARRANT AGENT],
Warrant Agent
__________________
WARRANT AGREEMENT
Dated as of
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FORM OF WARRANT AGREEMENT(1)
WARRANT AGREEMENT dated as of _______________ between Amoco Company, a
Delaware corporation (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to) and
_______________ as Warrant Agent (herein called the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of
August 1, 1997, (the "Indenture"), with The Chase Manhattan Bank, as Trustee
(the "Trustee", which term includes any successor trustee under the Indenture),
providing for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (the "Securities"), to be issued in one or
more series and guaranteed by Amoco Corporation, an Indiana corporation (the
"Guarantor"), as provided in the Indenture; and
WHEREAS, the Company proposes to sell [title of Securities being offered]
(the "Offered Securities") with warrant certificates evidencing one or more
warrants (the "Warrants" or, individually a "Warrant") representing the right
to purchase up to an aggregate of _______________ of [title of Securities
purchasable through exercise of Warrants] (the "Warrant Securities"), such
warrant certificates and other warrant certificates issued pursuant to this
Agreement being herein called the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among
other things, the form and provisions of the Warrant Certificates and the terms
and conditions on which they may be issued, exchanged, exercised and replaced;
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY
OF WARRANT CERTIFICATES.
SECTION 1.01. Issuance of Warrants. Warrants shall be initially issued in
connection with the issuance of the Offered Securities [but shall be separately
transferable on and after _______________ 19__ (the "Detachable Date") ] [and
shall not be separately transferable) and each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced
(1) The provisions of this form will be completed or modified as appropriate to
reflect the terms of the Warrants, Offered Securities and the Warrant
Securities and the designation of the Warrant Agent. Monetary amounts
may be in U.S. dollars, in foreign denominated currencies or in units based
on or relating to currencies.
(2) If the Warrants are to be uncertificated, the provisions of this form will
be modified as appropriate to reflect the terms of exercise and
transfer of uncertificated Warrants and other matters relating to the use
of the specified system for uncertificated Warrants.
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thereby shall represent the right, subject to the provisions contained herein
and therein, to purchase a Warrant Security in the principal amount of
$_______________. Warrant Certificates shall be initially issued in units with
the Offered Securities and each Warrant Certificate included in such a unit
shall evidence Warrants for each $_______________ principal amount of Offered
Securities included in such unit.
SECTION 1.02. Execution and Delivery of Warrant Certificates. Warrant
Certificates, whenever issued, shall be in [bearer] [registered] form [or both]
substantially in the form set forth in Annex A hereto, shall be dated
_______________ and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, 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
Warrants may be listed, or to conform to usage. The Warrant Certificates shall
be signed on behalf of the Company by its President, one of its Vice
Presidents, its Treasurer, its Controller or one of its Assistant Treasurers
under its corporate seal and attested by its Secretary or one of its Assistant
Secretaries. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the
Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed such Warrant Certificates ceased to
be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution
of such Warrant Certificate, shall be the proper officers of the Company,
although at the date of the execution of this Agreement any such person was not
such officer.
[If bearer Warrants-The term "holder" or "holder of a Warrant Certificate"
as used herein shall mean [If Offered Debt Securities with Warrants which are
not Immediately detachable-prior to the Detachable Date, the registered owner
of the Offered Security to which such Warrant Certificate was initially
attached (or the bearer if the Offered Security is a bearer Security), and
after such Detachable Date] the bearer of such Warrant Certificate.]
[If registered Warrants-The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be
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registered upon the books to be maintained by the Warrant Agent for that
purpose [If Offered Securities with Warrants which are not immediately
detachable-or upon the register of the Offered Securities prior to the
Detachable Date. The Company will, or will cause the registrar of the Offered
Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up to date].]
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
$__________ aggregate principal amount of Warrant Securities (except as
provided in Section 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to
$__________ aggregate principal amount of Warrant Securities and shall deliver
such Warrant Certificates to or upon the order of the Company. Subsequent to
such original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant
Certificates [If registered Warrants-or in connection with their transfer], as
hereinafter provided or as provided in Section 2.03(c).
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.
SECTION 2.01. Warrant Price. During the period from and including
__________, 19__ to and including __________, 19__ the exercise price of each
Warrant will be [___% of the principal amount of the Warrant Securities]
[$_________] plus [accrued amortization of the original issue discount]
[accrued interest] from the most recently preceding __________. [During the
period from __________, 19__, to and including __________, 19__, the exercise
price of each Warrant will be [___% of the principal amount of the Warrant
Securities] [$__________] plus [accrued amortization of the original issue
discount] [accrued interest] from the most recently preceding __________.] [In
each case, the original issue discount will be amortized at a ___% annual rate,
computed on an annual basis using a 360-day year consisting of twelve 30-day
months.] Such purchase price of Warrant Securities is referred to in this
Agreement as the "Warrant Price." [The original issue discount for each
$__________ principal amount of Warrant Securities is $__________.]
SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in whole
at any time, as specified herein, on or after [the date thereof] [__________,
19__] and at or before 5:00 p.m. New York time on __________, 19__, or such
later date as may be selected by the Company, in a written statement to the
Warrant Agent and with notice to the holders of Warrants (such date of
expiration is herein referred to as the "Expiration Date"). Each Warrant not
exercised at or before 5:00 p.m. New York time on the Expiration Date shall
become void, and all rights of the holder of the Warrant Certificate evidencing
such Warrant under this Agreement shall cease.
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SECTION 2.03. Exercise of Warrants.
(a) During the period specified in Section 2.02 any whole number of
Warrants may be exercised [, subject to Section 2.03(c),] by delivery to
the Warrant Agent of the Warrant Certificate evidencing such Warrant,
with the form of election to purchase Warrant Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly
executed, and by paying in full, [in lawful money of the United States of
America,] [in cash or by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in
immediately available funds], the Warrant Price for each Warrant
exercised to the Warrant Agent, such delivery and payment to be made at
the corporate trust office of the Warrant Agent [or at __________]. The
date on which the duly completed and executed Warrant Certificate and
payment in full of the Warrant Price is received by the Warrant Agent
shall be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the
Warrant Price in an account of the Company maintained with it and shall
advise the Company by telephone at the end of each day on which a
[payment] [wire transfer] for the exercise of Warrants is received of the
amount so deposited to its account. The Warrant Agent shall promptly
confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee of (i) the number of
Warrants exercised, (ii) the instructions of each holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the
Warrant Securities to which such holder is entitled upon such exercise,
(iii) delivery of Warrant Certificates evidencing the balance, if any, of
the Warrants remaining after such exercise, and (iv) such other
information as the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the Company shall
issue, pursuant to the Indenture, in authorized denominations to or upon the
order of the holder of the Warrant Certificate evidencing such Warrant, the
Warrant Securities to which such holder is entitled, [in fully registered form,
registered in such name or names] [in bearer form] as may be directed by such
holder [; provided, however, the Company shall deliver Warrant Securities in
bearer form only outside the United States and only upon delivery from the
person entitled to physical delivery of appropriate certification.] If less
than all of the Warrants evidenced by such Warrant Certificate are exercised,
the Company shall execute, and an authorized officer manually countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issuance of the Warrant Securities and the
Company shall not be required to issue or deliver any Warrant Security
unless or until the person requesting the issuance thereof shall have
paid to the Company the amount of such tax or governmental charge
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or shall have established to the satisfaction of the Company that such
tax or other governmental charge has been paid or that no such tax or
other governmental charge is payable.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF WARRANT CERTIFICATES
SECTION 3.01. No Rights as a Holder of Warrant Securities Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including, without limitation, the right to receive the
payment of principal of, premium or interest, if any, on Warrant Securities or
to enforce any of the covenants in the Indenture.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of
the ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it and, in the case of
mutilation, upon surrender thereof to the Warrant Agent for cancellation, then,
in the absence of notice to the Company or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser or holder in due course,
the Company may (or, in the case of mutilation, shall) execute, and in such
event an authorized officer of the Warrant Agent shall manually countersign and
deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated
Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing
a like number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section, the Company 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 (including the fees and expenses of the Warrant
Agent) in connection therewith. Every substitute Warrant Certificate executed
and delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section are exclusive and shall preclude (to the extent lawful) any and all
other rights or remedies notwithstanding any law or statute existing or
hereinafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the
holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
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ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
SECTION 4.01. Exchange and Transfer of Warrant Certificates. [If Offered
Securities with Warrants which are immediately detachable-Upon] [If Offered
Securities with Warrants which are not immediately detachable-Prior to the
Detachable Date a Warrant Certificate may be exchanged or transferred only
together with the Offered Security to which the Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Security. Prior to the Detachable
Date, each transfer of the Offered Security [on the register maintained with
respect to the Offered Securities] shall operate also to transfer the related
Warrant Certificates. After the Detachable Date upon] surrender at the
corporate trust office of the Warrant Agent [or __________], Warrant
Certificates evidencing Warrants may be exchanged for Warrant Certificates in
other denominations evidencing such Warrants [If registered Warrants-or the
transfer may be registered in whole or in part]; provided that such other
Warrant Certificates evidence a like number of Warrants as the Warrant
Certificates so surrendered. [If registered and bearer Warrants (subject to any
limitations imposed with respect to such exchanges)--[After the Detachable
Date, upon] [Upon] surrender at the corporate trust office of the Warrant Agent
[or __________], Warrant Certificates in bearer form may be exchanged for
Warrant Certificates in registered form evidencing a like number of Warrants
and Warrant Certificates in bearer form may be exchanged for Warrant
Certificates in registered form evidencing a like number of Warrants.] [If
registered Warrants-The Warrant Agent shall keep, at its corporate trust office
[and at __________], books in which, subject to such reasonable regulations as
it may prescribe, it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates, upon surrender of the Warrant
Certificates to the Warrant Agent at its corporate trust office [or __________]
for exchange [or registration of transfer], properly endorsed or accompanied by
appropriate instruments of registration of transfer and written instructions
for transfer, all in form satisfactory to the Company and the Warrant Agent.]
No service charge shall be made for any exchange (or registration of transfer]
of Warrant Certificates, but the Company may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that
may be imposed in connection with any such exchange [or registration of
transfer]. Whenever any Warrant Certificates are so surrendered for exchange
[or registration or transfer] an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested. The Warrant Agent shall not be required to effect any
exchange [Or registration of transfer] which will result in the issuance of a
Warrant Certificate evidencing a fraction of a Warrant or a number of full
Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any
exchange [or registration of transfer] of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and entitled
to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange [or registration of transfer].
SECTION 4.02. Treatment of Holders of Warrant Certificates. [If Offered
Securities with bearer Warrants which are not immediately detachable-Subject to
Section 4.01, each] [If Offered Securities with bearer Warrants which are
immediately detachable-Each] Warrant
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Certificate shall be transferable by delivery and shall be deemed negotiable
and the bearer of each Warrant Certificate may be treated by the Company, the
Warrant Agent and all other persons dealing with such bearer as the absolute
owner thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.] [If registered Warrants-Every holder of a Warrant
Certificate, by accepting the same, consents and agrees with the Company, the
Warrant Agent and with every subsequent holder of such Warrant Certificate that
until the transfer of the Warrant Certificate is registered on the books of the
Warrant Agent [or the register of the Offered Securities prior to the
Detachable Date], the Company and the Warrant Agent [or the registrar of the
Offered Securities prior to the Detachable Date], may treat such registered
holder as the absolute owner thereof for any purpose and as the person entitled
to exercise the rights represented by the Warrants evidenced thereby, any
notice to the contrary notwithstanding.]
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [, registration of transfer] or exercise
of the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu
thereof. The Warrant Agent shall deliver to the Company from time to time or
otherwise dispose of canceled Warrant Certificates in a manner satisfactory to
the Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT.
SECTION 5.01. Warrant Agent. The Company hereby appoints __________ as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth; and
__________ hereby accepts such appointment. The Warrant Agent shall have the
powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and
provisions hereof.
SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following, to all of which the Company agrees and to all of which
the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject.
(a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including counsel
fees) incurred by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to
indemnify the Warrant Agent for, and to bold it harmless
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against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, as well as the
costs and expenses of defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any fiduciary
obligation or relationship of agency or trust for or with any of the
holders of Warrant Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advice of such 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 the advice
of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or thing suffered by
it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were
not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial
or other transaction with the Company and may act on, or as depository,
trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely as if it were
not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall
be deemed to prevent the Warrant Agent from acting as Trustee under the
Indenture.
(f) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(g) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant
to any of the provisions of this Agreement or of the Warrant
Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or
in the Warrant Certificates (except as to the Warrant Agent's
countersignature thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set
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forth and no implied duties or obligations shall be read into this
Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the
payment of which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by
it to the Company pursuant to this Agreement or for the application by
the Company of the proceeds of the Warrant Certificates. The Warrant
Agent shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the receipt of
any written demand from a holder of a Warrant Certificate with respect to
such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate
any proceedings at law or otherwise or, except as provided in Section
6.02 hereof, to make any demand upon the Company.
SECTION 5.03. Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the holders from time to
time of the Warrant Certificates, that there shall at all times be a
Warrant Agent hereunder until all the Warrant Certificates are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective;
provided that such date shall not be less than three months after the
date on which such notice is given unless the Company otherwise agrees.
The Warrant Agent hereunder may be removed at any time by the filing with
it of an instrument in writing signed by or on behalf of the Company and
specifying such removal and the date when it shall become effective. Such
resignation or removal shall take effect upon the appointment by the
Company, as hereinafter provided, of a successor Warrant Agent (which
shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and
the acceptance of such appointment by such successor Warrant Agent. The
obligation of the Company under Section 5.02(a) shall continue to
the extent set forth therein notwithstanding the resignation or removal
of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under the
Federal Bankruptcy Code, as now constituted or hereafter amended, or
under any other applicable Federal or State bankruptcy law or similar law
or make an assignment for the benefit of its creditors or consent to the
appointment of a receiver or custodian of all or any substantial part of
its property, or shall admit in writing its inability to pay or meet its
debts as they mature, or if a receiver or custodian of it or of all or
any substantial part of its property shall be appointed, or if an order
of any court shall be entered for relief against it under the
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provisions of the Federal Bankruptcy Code, as now constituted or
hereafter amended, or under any other applicable Federal or State
bankruptcy or similar law, or if any public officer shall have taken
charge or control of the Warrant Agent or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor
Warrant Agent, qualified as aforesaid, shall be appointed by the Company
by an instrument in writing, filed with the successor Warrant Agent. Upon
the appointment as aforesaid of a successor Warrant Agent and acceptance
by the successor Warrant Agent of such appointment, the Warrant Agent
shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such
successor Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of such predecessor with like effect
as if originally named as Warrant Agent hereunder, and such predecessor,
upon payment of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may
be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Warrant Agent shall be a party, or any
corporation to which the Warrant Agent shall sell or otherwise transfer
all or substantially an the assets and business of the Warrant Agent,
provided that it shall be qualified as aforesaid, shall be the successor
Warrant Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto.
ARTICLE VI.
MISCELLANEOUS.
SECTION 6.01. Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If the
Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
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SECTION 6.03. Addresses. Any communication from the Company to the Warrant
Agent with respect to this agreement shall be addressed to
_________________________, Attention: _________________________, and any
communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Amoco Company, Attention: Treasurer, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other address as shall be
specified in writing by the Warrant Agent or by the Company).
SECTION 6.04. Notices to Holders of Warrants. Any notice to holders of
Warrants which by any provisions of this Warrant Agreement is required or
permitted to be given shall be given [If registered Warrants-by first class
mail postage prepaid at such holder's address as appears on the books of the
Warrant Agent [or on the register of the Offered Securities prior to the
Detachable Date]] [If bearer Warrants-by publication at least once in a daily
morning newspaper in New York City and in London].
SECTION 6.05. Applicable Law. The validity, interpretation and performance
of this Agreement and each Warrant Certificate issued hereunder and of the
respective terms and provisions thereof shall be governed by, and construed in
accordance with, the laws of the State of New York.
SECTION 6.06. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus with an accompanying prospectus
supplement relating to the Warrant Securities, and the Warrant Agent agrees
that upon the exercise of any Warrant, the Warrant Agent will deliver to the
holder of the Warrant Certificate evidencing such Warrant, prior to or
concurrently with the delivery of the Warrant Securities issued upon such
exercise, a copy of such prospectus and prospectus supplement.
SECTION 6.07. Obtaining of Governmental Approvals. The Company will from
time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including without limitation a registration statement in respect of
the Warrants and Warrant Securities under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.
SECTION 6.08. Persons Having Rights under Warrant Agreement. Nothing in
this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.
SECTION 6.09. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
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SECTION 6.10. Counterparts. This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 6.11. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by one of their respective authorized officers as of the day and year
first above written.
AMOCO COMPANY
By________________________________
Title:
[NAME OF WARRANT AGENT], as Warrant
Agent
By________________________________
Title:
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ANNEX A TO WARRANT AGREEMENT
[FORM OF WARRANT CERTIFICATE]
[FACE OF WARRANT CERTIFICATE]
[Form of Legend if Securities with Warrants which are not immediately
detachable. Prior to _______________, 19__, this Warrant Certificate cannot be
transferred or exchanged unless attached to a [Title of Offered Securities].]
[insert any legend required by the Internal Revenue Code and the Regulations
thereunder.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
AMOCO COMPANY
WARRANTS TO PURCHASE
[TITLE OF WARRANT DEBT SECURITIES]
VOID AFTER 5 P.M. NEW YORK TIME ON _______________________,19__
No.
This certifies that [the bearer is the] [__________ or registered assigns
is the registered] owner of the above indicated number of Warrants, each
Warrant entitling such [bearer] [registered owner] to purchase, at any time
[after 5 P.M. New York time on _______________, 19__ and] on or before 5 P.M.
New York time on _______________, 19__ (or such later date as may be selected
by the Company with notice to the holder thereof as provided in the Warrant
Agreement (as hereinafter defined)), $_____________ principal amount of [Title
of Warrant Securities] (the "Warrant Securities"), of Amoco Company, a Delaware
corporation (the "Company"), to be issued under the Indenture (as hereinafter
defined) and guaranteed by Amoco Corporation (the "Guarantor"), on the
following basis: during the period from and including _______________, 19__, to
and including _______________, 19__, the exercise price of each Warrant will be
[__% of the principal amount of the Warrant Securities] [$__________ plus
[accrued amortization of the original issue discount] [accrued interest] from
the most recently preceding ____________; during the period from
_______________, 19__, to and including _______________, 19__, the exercise of
each Warrant will be [___% of the principal amount of the Warrant Securities]
[$__________] plus [accrued amortization of the original issue discount]
[accrued interest] from the most recently preceding _________________________;
[in each case, the original issue discount will be amortized at a annual rate,
computed on an annual basis, using a 360-day year consisting of twelve 30-day
months] (the "Warrant Price"). [The original issue discount for each $1,000
principal amount of Warrant Securities is $___________.] The holder may
exercise the Warrants evidenced hereby by delivery to the Warrant Agent (as
hereinafter defined) of this Warrant Certificate, with the form of election to
purchase on the reverse hereof properly completed and duly executed and by
paying in full, [in lawful money of the United States of America] [in cash or
by certified check or official bank check or by
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bank wire transfer, in each case] [by bank wire transfer] [in immediately
available funds), the Warrant Price for each Warrant exercised to the Warrant
Agent, such delivery and payment to be made at the corporate trust office of
[name of Warrant Agent], or its successor as warrant agent (the "Warrant
Agent"), [or __________________________] currently at the address specified on
the reverse hereof, and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Securities [in registered form in denominations
of $___________ and any integral multiples thereon [in bearer form in the
denomination of $___________] [or both]. Upon any exercise of less than all of
the Warrants evidenced by this Warrant Certificate, there shall be issued to
the holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of _______________, 19__ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance
hereof. Copies of the Warrant Agreement are on file at the above-mentioned
office of the Warrant Agent [and at _______________________________].
The Warrant Securities to be issued and delivered upon the exercise of the
Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of August 1, 1997 (the "Indenture"),
between the Company, the Guarantor and The Chase Manhattan Bank, as
Trustee (Manufacturers Hanover Trust Company and any successor to such Trustee
being hereinafter referred to as the "Trustee"), and will be subject to the
terms and provisions contained in the Indenture. Copies of the Indenture and
the form of the Warrant Securities are on file at the corporate trust office of
the Trustee [and at ___________________________].
[If Offered Securities with bearer Warrants which are not immediately
detachable-Prior to _______________, 19__ this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Securities]
(the "Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Securities. After such date, this] [If
Offered Securities with bearer Warrants which are immediately detachable-This]
Warrant Certificate, and all rights hereunder, may be transferred by delivery
and the Company and the Warrant Agent may treat the bearer hereof as the owner
for all purposes.]
[If Offered Securities with registered Warrants which are not immediately
detachable-Prior to _______________, 19__ this Warrant Certificate may be
exchanged or transferred only together with the [Title or Offered Securities]
(the "Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Securities. After such date, this] [If
Offered Securities with registered Warrants which are immediately
detachable-Transfer of this] Warrant Certificate may be registered when this
Warrant Certificate is surrendered at the
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corporate trust office of the Warrant Agent [or ____________________] by the
registered owner or his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in the Warrant
Agreement.]
[If Offered Securities with Warrants which are not immediately
detachable-Except as provided in the immediately preceding paragraph, after]
[If Offered Securities with Warrants which are immediately detachable-After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates, representing the
same aggregate number of Warrants, [in registered form] [in bearer form] [in
either registered or bearer form].
This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of the Warrant Securities, including, without limitation,
the right to receive payments of principal of, premium, if any, or interest, if
any, on the Warrant Securities or to enforce any of the covenants of the
Indenture.
This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.
Dated as of _______________, 19__. AMOCO COMPANY
By_________________________________
Title
[Name of Warrant Agent]
By________________________________
Title
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[REVERSE OF WARRANT CERTIFICATE]
INSTRUCTIONS FOR EXERCISE OF WARRANT
To exercise the Warrants evidenced hereby, the holder must pay [in cash or
by certified check or official bank check or by bank wire transfer] [by bank
wire transfer] [in immediately available funds] the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust
Department, [insert address of Warrant Agent], Attn.
_______________________________________ [or ________________________________]
which [payment] [wire transfer] must specify the name of the holder and the
number of Warrants exercised by such holder. In addition, the holder must
complete the information required below and present this Warrant Certificate in
person or by mail (registered mail is recommended) to the Warrant Agent at the
addresses set forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent together with such [payment]
[wire transfer]. [If the undersigned is requesting delivery of Warrant
Securities in bearer form, the person entitled to physical delivery of such
Warrant Securities will be required to deliver a certificate (copies of which
may be obtained from the Warrant Agent [or _________________________])
certifying that such Warrant Securities are not being acquired by or on behalf
of a U.S. person or for resale to a U.S. person unless such U.S. person is a
qualified financial institution as defined under United States tax laws and
regulations.]
TO BE EXECUTED UPON EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise _________________
Warrants, evidenced by this Warrant Certificate, to purchase $_____________
principal amount of the [Title of Warrant Securities] (the "Warrant
Securities") of Amoco Company guaranteed by Amoco Corporation and represents
that he has tendered payment for such Warrant Securities [in cash or by
certified check or official bank check or by bank wire transfer, in each case]
[by bank wire transfer] [in immediately available funds] to the order of Amoco
Company, c/o [insert name and address of Warrant Agent], in the amount of
$____________ in accordance with the terms hereof. The undersigned requests
that said principal amount of Warrant Securities be in [bearer form in the
authorized denominations] [fully registered form in the authorized
denominations, registered in such names and delivered] all as specified in
accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated:
Name:______________________________
(Please Print)
_________________________________
(Insert Social Security or Other Address:___________________________
Identifying Number of Holder)
___________________________
Signature__________________________
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The Warrants evidenced hereby may be exercised at the following addresses:
By hand at ________________________________________________
________________________________________________
________________________________________________
By hand at ________________________________________________
________________________________________________
________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants -- complete as
appropriate.
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[IF REGISTERED WARRANT]
ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY)
FOR VALUE RECEIVED ______________________ hereby sells, assigns and
translates unto
Please insert social security or other
identifying number
__________________________________________
__________________________________________
______________________________
(Please print name and address
including zip code
___________________________________________________________________________
the Warrants represented by the within Warrant Certificates and does hereby
irrevocably constitute and appoint ______________________________ Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.
Dated: _____________________________________________________
Signature
(Signature must conform in all respects to name of
holder as specified on the face of this Warrant
Certificate and must bear a signature guarantee by a
bank, trust company or member broker of the New York,
Midwest or Pacific Stock Exchange.)
Signature Guaranteed:
_____________________________
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