EXHIBIT 1.2
CHEVRON CAPITAL CORPORATION
Guaranteed Debt Securities
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UNDERWRITING AGREEMENT
STANDARD PROVISIONS
CHEVRON CAPITAL CORPORATION
Guaranteed Debt Securities
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UNDERWRITING AGREEMENT STANDARD PROVISIONS
From time to time, Chevron Capital Corporation, a Delaware
corporation (the "Company"), may enter into one or more underwriting agreements
that provide for the sale of certain debt securities (the "Securities")
guaranteed by Chevron Corporation, a Delaware corporation ("Chevron"), to the
purchaser or purchasers named therein (each an "Underwriter" and collectively,
the "Underwriters"). The standard provisions set forth herein may be
incorporated by reference in any such underwriting agreement (the "Underwriting
Agreement"). The Underwriting Agreement, including the provisions incorporated
therein by reference, is herein referred to as this Agreement. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.
The terms and rights of any particular issue of Securities and
the terms of issuance and sale thereof shall be as provided in the Indenture
(the "Indenture") dated as of ______ 1999 among the Company, Chevron and The
Chase Manhattan Bank, as Trustee (the "Trustee") and in the applicable
Underwriting Agreement (with respect to each Underwriting Agreement, the
"Designated Securities") .
Section 1. Issuance of Designated Securities. Sales of the
Designated Securities may be made from time to time to the Underwriters of the
Designated Securities. The firm or firms designated as the representative or
representatives, as the case may be, of the Underwriters of the Designated
Securities in the Underwriting Agreement relating thereto will act as the
representative or representatives (the "Representative"). The obligation of the
Company to issue and sell any of the Designated Securities, the obligation of
Chevron to guarantee any of the Designated Securities and the obligation of any
Underwriter to purchase any of the Designated Securities shall be evidenced by
the Underwriting Agreement with respect to the Designated Securities specified
therein. Each Underwriting Agreement shall specify the aggregate principal
amount of the Designated Securities, the public offering price of the Designated
Securities, the purchase price to the Underwriter or Underwriters of the
Designated Securities, the names of the Underwriter or Underwriters of the
Designated Securities, the name of the Representative, if any, of such
Underwriters, the principal amount of the Designated Securities to be purchased
by each Underwriter and the terms of any Delayed Delivery Contract (each as
hereinafter defined), and shall set forth the date, time and manner of delivery
of the Designated Securities and payment therefor. The Underwriting Agreement
shall also specify (to the extent not set forth in the Registration Statement
and Prospectus (as hereinafter defined) with respect thereto) the general terms
of the Designated Securities. An Underwriting Agreement shall be in writing
(which may be in counterparts), and may be evidenced by an exchange of facsimile
transmissions or any other transmission device designed to produce a written
record of communications transmitted. The obligations of the Underwriters under
each Underwriting Agreement shall be several and not joint.
If the Company and Chevron agree, the Underwriter or Underwriters
may solicit offers to purchase the Designated Securities pursuant to delayed
delivery contracts ("Delayed Delivery Contracts") in a form agreed upon by the
Company and Chevron. The Underwriter or Underwriters shall be paid their
specified commission for Delayed Delivery Contracts upon the full performance
of the Delayed Delivery Contracts. If the Delayed Delivery Contracts are
invalid or are not fully performed, then the Underwriter or Underwriters
shall not be entitled to any compensation for their efforts in securing such
Delayed Delivery Contracts.
If the Delayed Delivery Contracts are executed, valid and
fully performed, the Designated Securities delivered pursuant to them shall be
deducted from the Designated Securities to be purchased by the Underwriter or
Underwriters and the aggregate principal amount of Designated Securities to be
purchased by each Underwriter shall be reduced pro rata in proportion to the
principal amount of Designated Securities set forth opposite each Underwriter's
name in the Underwriting Agreement, except to the extent that the Representative
determines that such reduction shall be otherwise than in such proportion and so
advise the Company and Chevron in writing; provided, however, that the total
principal amount of securities to be purchased by all Underwriters shall be the
aggregate principal amount set forth in Schedule I thereto, less the aggregate
principal amount of Designated Securities to be delivered pursuant to the
delayed delivery provisions.
Section 2. Representations and Warranties. The Company and Chevron
represent and warrant to, and agree with, each Underwriter that:
(a) A registration statement on Form S-3 (Registration No.
333-______ ), including a prospectus, relating to the Securities of the
Company has been filed with the Securities and Exchange Commission (the
"Commission") in accordance with applicable regulations of the
Commission under the Securities Act of 1933, as amended (the "Act"),
and has become effective under the Act. Such registration statement, as
amended to the date of this Agreement, is hereinafter referred to as
the "Registration Statement," and such prospectus as proposed to be
supplemented by a prospectus supplement (the "Prospectus Supplement")
relating to the Designated Securities to be filed pursuant to Rule 424
under the Act is hereinafter referred to as the "Prospectus." Any
reference herein to the Registration Statement or the Prospectus shall
be deemed to refer to and include the documents which were filed under
the Securities Exchange Act of 1934 (the "Exchange Act") on or before
the date of this Agreement, and incorporated by reference in the
Prospectus pursuant to Item 12 of Form S-3, excluding any documents or
portions of such documents which are deemed under the rules and
regulations of the Commission under the Act not to be incorporated by
reference; and any reference herein to the terms "amend," "amendment"
or "supplement" with respect to the Registration Statement or the
Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act deemed to be incorporated therein by
reference after the date of this Agreement.
(b) The Registration Statement and the Prospectus conform, and
any amendments thereof and supplements thereto relating to the
Designated Securities will conform, in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder, each document filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus complied when so filed as
to form with the Exchange Act and the rules and regulations thereunder,
the Indenture conforms in all material respects to the requirements of
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act")
and the rules and regulations of the Commission thereunder, and none of
the above listed documents included or will include any untrue
statement of a material fact or omitted or will omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Company
and Chevron make no representations and warranties as to (i) that part
of the Registration Statement which shall constitute the Trustee's
Statement of Eligibility and Qualifications (Form T-1) under the Trust
Indenture Act or (ii) any statements or omissions made in reliance upon
and in conformity with information furnished to the Company or Chevron
by or on behalf of any Underwriter for use in connection with the
preparation of such documents.
Section 3. Delivery and Payment. Delivery of and payment for
the Designated Securities (except for Designated Securities to be delivered
under Delayed Delivery Contracts) shall be made at the place, on the date and at
the time specified in the Underwriting Agreement (the "Closing Date"), which
Closing Date may be postponed by agreement between the Underwriter or the
Representative acting on behalf of the Underwriters, the Company and Chevron.
Delivery of the Designated Securities shall be made to the Underwriter or to the
Representative for the respective accounts of the Underwriters against payment
by the
Underwriters directly or through the Representative of the purchase price
thereof to or upon the order of the Company by either wire transfer of
immediately available funds or by certified or official bank check or checks
payable in New York Clearing House funds, as may be agreed among the Company,
Chevron and the Underwriter or the Representative.
The Company agrees to have the Designated Securities available
for inspection, checking and packaging in New York, New York, at least one
business day prior to the Closing Date.
Section 4. Offering by Underwriter or Underwriters. It is
understood that the Underwriter or Underwriters propose to offer the Designated
Securities for sale to the public upon the terms and conditions set forth in the
Prospectus.
Section 5. Agreements. The Company and Chevron agree with the
Underwriter or Underwriters that:
(a) The Company and Chevron will cause the Prospectus Supplement to
be filed pursuant to Rule 424 under the Act and will promptly advise the
Underwriter or the Representative when the Prospectus Supplement has been so
filed, and prior to the termination of the offering of the Designated
Securities will promptly advise the Underwriter or the Representative (i) when
any amendment to the Registration Statement has become effective or any further
supplement to the Prospectus has been filed, (ii) of any request by the
Commission for any amendment of the Registration Statement or the Prospectus or
for any additional information, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (iv) of the
receipt by the Company or Chevron of any notification with respect to the
suspension of the qualification of the Designated Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company and Chevron will use their best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as possible
the withdrawal thereof. The Company and Chevron will not file any amendment to
the Registration Statement or supplement to the Prospectus relating to the
Designated Securities unless they have furnished the Underwriter or the
Representative a copy prior to filing and will not file any such proposed
amendment or supplement to which the Underwriter or the Representative
reasonably objects.
(b) If, at any time when a prospectus relating to the Designated
Securities is required to be delivered under the Act or any other applicable
securities law, any event occurs as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it shall be necessary to amend or supplement the Prospectus to
comply with the Act or the Exchange Act or the respective rules thereunder, the
Company and Chevron will promptly notify the Underwriter or Representative and
will promptly prepare and file with the Commission, subject to paragraph (a) of
this Section 5, an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance.
(c) Chevron will make generally available to its security holders and
to the Underwriter or the Representative as soon as practicable, but not later
than 45 days after the end of the 12-month period beginning at the end of the
fiscal quarter of Chevron during which the filing of the Prospectus Supplement
pursuant to Rule 424 under the Act first occurs (except not later than 90 days
if such filing date is in the last fiscal quarter), an earnings statement
(which need not be audited) of Chevron and its subsidiaries, covering such
12-month period, which will satisfy the provisions of Section 11(a) of the Act.
(d) The Company and Chevron will furnish to the (i) Underwriter or
the Representative and (ii) counsel for the Underwriters copies of the
Registration Statement (including, if requested, the exhibits thereto and
the documents incorporated by reference in the Prospectus) and each amendment or
supplement thereto relating to the Designated Securities which is thereafter
filed pursuant to paragraph (a) or (b) of this Section 5 and to each other
Underwriter other than the Representative, so long as delivery of a prospectus
by an Underwriter or dealer may be required by the Act or other applicable
securities laws, as many copies
of the Prospectus and any amendments thereof and supplements thereto, relating
to the Designated Securities, as such Underwriter or Representative may
reasonably request.
(e) The Company and Chevron will pay (i) all expenses incurred
by them in the performance of their obligations under this Agreement, (ii)
reasonable fees charged for rating the Designated Securities and for preparing a
Blue Sky and Legal Investment Memorandum with respect to the sale of the
Designated Securities, and (iii) the expenses of printing and delivering the
Designated Securities, the documents specified in paragraph (d) of this Section
5 and any Blue Sky and Legal Investment Memorandum.
(f) The Company and Chevron will use their best efforts to
arrange and pay for the qualification of the Designated Securities for sale
under the laws of such jurisdictions as the Underwriter or the Representative
may designate and to maintain such qualifications in effect so long as required
for the distribution of the Designated Securities; provided, however, that the
Company and Chevron shall not be required to qualify to do business in any
jurisdiction where they are not now qualified or to take any action which would
subject them to general or unlimited service of process in any jurisdiction
where they are not now so subject.
(g) If the sale of the Designated Securities provided for in
an Underwriting Agreement is not consummated by reason of any failure, refusal
or inability on the part of the Company or Chevron to perform any agreement on
its part to be performed (except for any failure so to perform on the part of
the Company or Chevron engendered by a failure, refusal or inability on the part
of the Underwriter or Underwriters to perform any agreement on their part to be
performed) or the failure of any condition set forth in Section 6, the Company
or Chevron will reimburse the several Underwriters who are named in such
Underwriting Agreement for all reasonable out-of-pocket disbursements incurred
by the Underwriters in connection with their investigation, marketing and
preparing to market the Designated Securities, and upon such reimbursement the
Company and Chevron shall have no further liability to the Underwriters except
as provided in Section 7.
(h) During the period beginning on the date of this Agreement
and terminating on the earlier of (i) the Closing Date or (ii) the date of
notice to the Company by the Underwriter or the Representative of the
termination of trading restrictions, if any, with respect to the Designated
Securities imposed by any Agreement among Underwriters, neither the Company nor
Chevron will offer, sell, contract to sell or otherwise dispose of any debt
securities of the Company substantially similar to the Designated Securities
covered by this Agreement, without the prior written consent of the Underwriter
or the Representative.
The Underwriter or Underwriters agree with Chevron and the
Company that if a letter delivered to the Underwriter or to the Representative
pursuant to paragraph (e) of Section 6 of this Agreement has attached thereto a
copy of unaudited interim financial statements for a period ending after the
latest financial statements included in the Registration Statement, and if such
financial statements have not been publicly disclosed, such Representative or
Underwriter shall keep such attachment in strict confidence and not furnish such
attachment to the other Underwriters or to any other person; provided, however,
that if an action of the kind referred to in paragraph (a) of Section 7 of this
Agreement is commenced against any person who may be entitled to indemnification
or contribution under such section, the Representative may furnish a copy of
such attachment to each of the other Underwriters.
Section 6. Conditions to the Obligations of the Underwriter or
Underwriters. The obligations of the Underwriter or Underwriters to purchase the
Designated Securities shall be subject to the accuracy of the representations
and warranties on the part of the Company and Chevron contained herein as of the
date hereof and the Closing Date, to the performance by the Company and Chevron
of their obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted and be pending or threatened as
of the Closing Date;
(b) Pillsbury Madison & Sutro LLP, counsel for the Company and
Chevron, shall have furnished to the Underwriter or the Representative
their opinion, dated the Closing Date, substantially in the form
attached hereto as Exhibit A;
(c) The Underwriter or the Representative shall have received
from counsel for the Underwriters such opinion or opinions, dated the
Closing Date, with respect to such matters as the Underwriter or the
Representative may reasonably require;
(d) The Company and Chevron shall have furnished to the
Underwriter or the Representative a certificate, dated the Closing
Date, of the Company and Chevron, signed by one or more officers of the
Company and Chevron, to the effect that the signer or signers of such
certificate have carefully examined the Registration Statement, the
Prospectus and this Agreement and that:
(1) The representations and warranties of the Company
and Chevron in this Agreement are true and correct in all
material respects on and as of the Closing Date with the same
effect as if made on the Closing Date, and the Company and
Chevron have complied with all the agreements and satisfied
all the conditions on their part to be performed or satisfied
at or prior to the Closing Date;
(2) No stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted and are pending or, to their
knowledge, threatened as of such date; and
(3) Since the date of the most recent financial
statements included in the Prospectus, there has been no
material adverse change in the condition (financial or
otherwise) of Chevron and its consolidated subsidiaries, taken
as a whole, nor any material increase in the debt of Chevron
Corporation and its consolidated subsidiaries, except as set
forth in or contemplated by the Prospectus or as described in
the certificate.
(e) The Underwriter or the Representative shall have received
from PricewaterhouseCoopers LLP a letter, dated the Closing Date, which
letter shall be in form as may be agreed upon among the Underwriter or
the Representative, Chevron and Price Waterhouse, and shall cover such
matters as may be reasonably requested by the Underwriter or the
Representative.
(f) Prior to the Closing Date, the Company and Chevron shall
have furnished to the Underwriter or the Representative such further
information, certificates and documents as it may reasonably request.
(g) Subsequent to the date hereof, there shall not have
occurred any change, or any development involving a prospective change,
in or affecting the business or properties of Chevron and its
subsidiaries considered as a whole which the Underwriter or the
Representative concludes, in its judgment, after consultation with
Chevron, materially impairs the investment quality of the Designated
Securities so as to make it impractical or inadvisable to proceed with
the public offering or the delivery of the Designated Securities as
contemplated by the Prospectus.
Section 7. Indemnification and Contribution.
(a) The Company and Chevron agree to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus, or in
any amendment thereof or supplement thereto relating to the Designated
Securities, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and agree to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by them,
as so incurred, in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company and
Chevron will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with information furnished to the
Company or Chevron in writing by an Underwriter or on behalf of any Underwriter
through the Representative for use in connection with the preparation thereof.
This indemnity agreement will be in addition to any liability which the Company
or Chevron may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company and Chevron, each of their directors, each of their
officers who signs the Registration Statement, and each person who controls the
Company or Chevron within the meaning of either the Act or the Exchange Act, to
the same extent as the foregoing indemnity from the Company and Chevron to each
Underwriter, but only with reference to information furnished to the Company or
Chevron in writing by an Underwriter or on behalf of such Underwriter through
the Representative for use in the preparation of the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case any such action
is brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein, and to the extent that it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided that, if the defendants in any
such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel, to assert such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel, approved by the
representatives representing the indemnified parties who are parties to such
action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 7 is due
in accordance with its terms but is for any reason held by
a court to be unavailable from the Company, Chevron or the Underwriter or
Underwriters on grounds of policy or otherwise, the Company, Chevron and the
Underwriter or Underwriters shall contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) to which the Company,
Chevron or one or more of the Underwriters may be subject in such proportion so
that the Underwriters are responsible for that portion represented by the
percentage that the underwriting discount appearing on the cover page of the
Prospectus bears to the public offering price appearing thereon and Chevron
and the Company are responsible for the balance; provided that (y) in no case
shall any Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Designated Securities) be
responsible for any amount in excess of the underwriting discount applicable
to the Designated Securities purchased by such Underwriter hereunder and (z) no
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 7, each person who controls an Underwriter within the meaning of either
the Act or the Exchange Act shall have the same rights to contribution as such
Underwriter, and each person who controls the Company or Chevron within the
meaning of either the Act or the Exchange Act, each officer of the Company or
Chevron who shall have signed the Registration Statement and each director of
the Company or Chevron shall have the same rights to contribution as the
Company and Chevron, subject in each case to clause (y) of this paragraph (d).
Any party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect
of which a claim for contribution may be made against another party or parties
under this paragraph (d), notify such party or parties from whom contribution
may be sought, but the omission to so notify in writing such party or parties
shall not relieve the party or parties from whom contribution may be sought
from any other obligation it or they may have hereunder or otherwise than
under this paragraph (d).
Section 8. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Underwriter or the Representative,
by written notice given to the Company and Chevron prior to delivery of and
payment for the Designated Securities, if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have been suspended or
materially limited, (ii) a general moratorium on commercial banking activities
in New York shall have been declared by either Federal or New York State
authorities or (iii) there shall have occurred any material outbreak or
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the reasonable
judgment of the Underwriter or the Representative, impracticable to market the
Designated Securities.
Section 9. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Company and Chevron, or their officers and of the Underwriter
or Underwriters set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by or on behalf of
any Underwriter, the Company, Chevron, or any of the officers, directors or
controlling persons referred to in Section 7 hereof, and will survive delivery
of and payment for the Securities. The provisions of Sections 5(e) and 7 hereof
shall survive the termination or cancellation of this Agreement.
Section 10. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any Designated Securities agreed
to be purchased by such Underwriter or Underwriters hereunder and such failure
to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the amount
of Designated Securities set forth opposite their names in Schedule I of the
Underwriting Agreement bears to the aggregate amount of Designated Securities
set forth opposite the names of all the remaining Underwriters) the Designated
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Designated Securities which the defaulting Underwriter or Underwriters agreed
but failed to purchase shall exceed 10% of the amount of Designated Securities
set forth in Schedule I of the Underwriting Agreement, the remaining
Underwriters shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the Designated Securities, and if such
non-defaulting Underwriters do not purchase all the Designated Securities, this
Agreement will terminate without liability to any non-defaulting Underwriter,
the Company or Chevron. In the event of a default by any Underwriter as set
forth in this Section 10, the Closing
Date shall be postponed for such period, not exceeding seven days, as the
Underwriter or the Representative shall determine in order that the required
changes in the Registration Statement and the Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company or Chevron and any non-defaulting Underwriter for damages occasioned by
its default hereunder.
Section 11. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to in
Section 7 hereof, and no other person will have any right or obligation
hereunder.
Section 12. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
EXHIBIT A
[FORM OF PILLSBURY MADISON & SUTRO OPINION]
[Date]
Underwriter(s)
Gentlemen and Mesdames:
We have acted as counsel to Chevron Corporation ("Chevron")
and Chevron Capital Corporation (the "Company") in connection with your purchase
from The Company of $000,000,000 in aggregate principal amount of its Guaranteed
Securities Due 0000 (the "Securities"). Such purchase is made pursuant to the
Underwriting Agreement dated _______________, 19_ (the "Underwriting Agreement")
among The Company, Chevron and you, the Underwriter[s]. The Securities are
being issued under an Indenture dated as of ________________, 199_ (the
"Indenture") among the Company, as issuer, Chevron, as guarantor, and The Chase
Manhattan Bank, as Trustee (the "Trustee"). This opinion is furnished pursuant
to Section 6(b) of the Underwriting Agreement. Terms defined in the Indenture
have the same meanings when used in this opinion.
We have examined executed copies of the Indenture, the
Securities, the Underwriting Agreement, the Registration Statement (as
hereinafter defined) and the Prospectus (as hereinafter defined). We have also
examined such other documents and certificates of public officials and
representatives of Chevron and The Company as we have deemed necessary as a
basis for the opinions expressed herein. As to questions of fact material to
such opinions, we have, when relevant facts were not independently established,
relied upon certificates of officers or authorized representatives of Chevron
and The Company.
We have assumed the genuineness of all signatures and
documents submitted to us as originals, that all copies submitted to us conform
to the originals, the legal capacity of all natural persons, and as to documents
executed by entities other than Chevron or The Company, that each of such
entities has the power to enter into and perform its respective obligations
thereunder, and that such documents have been duly authorized, executed and
delivered by, and are binding upon and enforceable against, each of such
entities.
We express no opinion as to the laws of any jurisdiction other
than California, New York and the general corporate law of Delaware and the
Federal laws of the United States of America.
Based upon the foregoing and subject to the qualifications set forth
below, it is our opinion that:
1. Chevron is validly existing and in good standing under the
laws of the State of Delaware and is duly qualified and in good standing to do
business in each other state in which its ownership or leasing of properties
requires such qualification and in which a consequence of the failure to be so
qualified would be materially adverse to the business or financial condition of
Chevron and its subsidiaries taken as a whole and possess the requisite
corporate power and authority to own its properties and conduct its
businesses consistent with any description thereof in the prospectus dated
___________________ and the prospectus supplement dated ___________________,
filed with the Securities and Exchange Commission (the "Commission") pursuant
to Rule 424(b)(2) of Regulation C under the Securities Act of 1933, as amended
(the "Act") (the prospectus and the prospectus supplement, including the
documents incorporated by reference therein, are herein collectively referred
to as the "Prospectus").
2. The Company is duly organized and validly existing under the
laws of the State of Delaware.
3. The Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, and has been duly authorized, executed and
delivered by Chevron and the Company and constitutes the valid and binding
obligation of Chevron and the Company enforceable against each in accordance
with its terms.
4. The Securities have been duly authorized, executed and
delivered by the Company and constitute valid and binding obligations of the
Company, enforceable in accordance with their respective terms.
5. The Securities will be entitled to the benefits of the
Indenture, including the Guarantee set forth in Article Four of the Indenture,
and such Guarantee constitutes the valid and binding obligation of Chevron
enforceable in accordance with its terms.
6. The Underwriting Agreement has been duly authorized,
executed and delivered by Chevron and the Company.
7. The Registration Statement of Form S-3 (File No. ________________)
filed by the Company and Chevron with the Commission under Rule 415 of the Act
on ____________________ (such Registration Statement including the documents
incorporated by reference therein being herein collectively referred to as the
"Registration Statement") has become effective under the Act, and, to the best
of our knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated under the Act, and, except
as may be otherwise indicated in the Prospectus or required by the blue sky or
securities laws of jurisdictions in which the Securities are offered or sold,
no further authorization, consent, approval of or filing with any governmental
or regulatory body, Federal or state, is required to be obtained by the Company
or Chevron in connection with the execution, delivery and performance of the
terms of the Underwriting Agreement, the Indenture or the Securities or the
offer and sale of the Securities as described in the Prospectus, and the
execution, delivery and performance of the terms of the Underwriting Agreement,
the Indenture and the Securities by Chevron or the Company will not contravene
any provision of the Restated Certificate of Incorporation, as amended, or
By-Laws of Chevron, the ___________________ of the Company, any Federal law or
regulation or, to the best of our knowledge, any applicable state law or any
material agreement or instrument binding upon Chevron.
8. The Registration Statement and the Prospectus comply as to
form in all material respects with the requirements of the Act and the rules and
regulations of the Commission thereunder; each document filed by Chevron under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in the Prospectus complied as to form in all material
respects when so filed with the requirements of the Exchange Act and the rules
and regulations of the Commission thereunder; the statements in the Prospectus
with respect to the terms of the Indenture and the Securities fairly summarize
the terms of such instruments and to the best of our knowledge there are no
other agreements or instruments required to be described or referred to in the
Registration Statement which have not been described or referred to therein; and
while we have not ourselves checked the accuracy or completeness of, or
otherwise verified the information furnished in the Registration Statement, we
have considered the information required to be furnished therein and have
generally reviewed and had discussions with certain officers and employees of
Chevron concerning the information so furnished, whether or not subject to our
checking and verification, and on the basis of such consideration, review and
discussions, but without independent checking or verification, we have no reason
to believe that the Registration Statement or the Prospectus, as of [Date of
Sale], contained any untrue statement of a material fact or omitted to state any
material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading or that the Registration
Statement or the Prospectus, as of [Close Date], contained any untrue statement
of a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; it being understood that
with respect to the matters covered by this paragraph 8, we express no opinion
as to the financial statements or other financial or numerical data contained
in the Registration Statement or the Prospectus.
The opinions set forth in the foregoing are subject to the
following qualifications:
(a) Our opinions in paragraphs 3, 4 and 5 are subject to and
limited by: (i) the effect of bankruptcy, insolvency, reorganization,
receivership, conservatorship, arrangement, moratorium or other laws affecting
or relating to the rights of creditors generally; (ii) the rules governing the
availability of specific performance, injunctive relief or other equitable
remedies and general principles of equity, regardless of whether considered in a
proceeding in equity or at law; (iii) to the extent applicable, the effect of
court decisions invoking statutes or principles of equity, which have held that
certain covenants and provisions of agreements are unenforceable where the
breach of such covenants or provisions imposes restrictions or burdens upon a
borrower, and it cannot be demonstrated that the enforcement of such
restrictions or burdens is necessary for the protection of the creditor, or
which have held that the creditor's enforcement of such covenants or provisions
under the circumstances would have violated the creditor's covenants of good
faith and fair dealing implied under California law, and (iv) to the extent
applicable, the effect of California statutes and rules of law which cannot be
waived prospectively by a borrower. With respect to the Guarantee set forth in
the Indenture, we note that certain California statutes and cases provide that a
surety may be exonerated if the creditor alters the original obligation of the
principal without the surety's consent, elects remedies for default that may
impair the surety's subrogation rights against the principal, or otherwise takes
action which materially prejudices the surety, without notification of the
surety and opportunity on the part of the surety to cure, unless such rights of
the surety are validly waived. California courts have generally upheld the
waivers of such rights as are contained in the Guarantee under California law;
however, we express no opinion with respect to the effect under California law
(other than California choice of law rules) of any modification of the
obligations of the Company which materially increases such obligations, or any
election of remedies by the Trustee or the holders of the Securities following
the occurrence of a default, or any other action by the Trustee or the holders
of the Securities which materially prejudices Chevron, as guarantor, if such
action occurs without notice and opportunity to cure being granted to Chevron,
as guarantor. However, in our opinion (x) acceleration of the maturity of the
Securities would be available if an Event of Default occurs as a result of
non-payment by Chevron of principal of or interest or any premium on the
Securities or as a result of a material breach by Chevron of a covenant
contained in the Indenture, (y) failure to enforce any such covenant will not
render the Indenture or the Guarantee invalid as a whole and (z) there exists in
the Indenture or pursuant to applicable law legally adequate remedies for a
realization of the principal benefits intended to be provided by the Indenture
or the Guarantee. Notwithstanding the foregoing, we have been advised by
[Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇], upon which advice we rely, that the
waivers and consents in the Guarantee are enforceable under New York law. While
there is no decision of the California Supreme Court directly on point, it is
our opinion that the provisions of Section 14.06 of the Indenture selecting New
York law as the governing law would be honored by a California court applying
California choice of law principles.
(b) Whenever a statement herein is qualified by "known to us",
"to our knowledge" or similar phrase, it indicates that in the course of our
representation of Chevron no information that would give us current actual
knowledge of the inaccuracy of such statement has come to the attention of the
attorneys in this firm who have rendered legal services in connection with this
transaction, including the principal partners of this firm who are familiar with
matters relating to the Company. We have not made any independent investigation
to determine the accuracy of such statement, except as expressly described
herein. No inference as to our knowledge of any matters bearing on the accuracy
of such statement should be drawn from the fact of our representation of Chevron
and the Company in other matters in which such attorneys are not involved.
This opinion is rendered by us as counsel for Chevron and the
Company solely for your benefit in connection with the transaction referred to
herein and may not be relied upon by you in connection with any other
transaction and may not be relied upon by any other person without our prior
written consent.
Very truly yours,