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▇▇▇▇▇▇ OIL & GAS CORPORATION,
COMPANY
VARIOUS SUBSIDIARIES,
GUARANTORS
AND
THE CHASE MANHATTAN BANK,
TRUSTEE
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FIRST SUPPLEMENT TO
INDENTURE
DATED AS OF OCTOBER 28, 1996
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13 1/2% SENIOR NOTES DUE 1999
TABLE OF CONTENTS
Page
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ARTICLE 1
INCORPORATION OF INDENTURE; DEFINITIONS. . . . . . . . . . 2
1.1 INCORPORATION OF INDENTURE. . . . . . . . . . . . . . 2
1.2 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2
AMENDING AND MODIFYING PROVISIONS. . . . . . . . . . . . . 2
2.1 EFFECTIVENESS OF AMENDMENTS TO THE INDENTURE. . . . . 2
2.2 AMENDMENTS TO DEFINITIONS . . . . . . . . . . . . . . 2
2.3 AMENDMENTS AND MODIFICATIONS TO ARTICLE 4 . . . . . . 6
2.4 AMENDMENTS AND MODIFICATIONS TO ARTICLE SIX . . . . . 7
2.5 AMENDMENTS TO CERTAIN CROSS-REFERENCES. . . . . . . . 8
2.6 AMENDMENTS TO EXHIBIT A: FORM OF SECURITY. . . . . . 9
ARTICLE 3
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . 10
3.1 FULL FORCE AND EFFECT . . . . . . . . . . . . . . . . 10
3.2 MULTIPLE COUNTERPARTS . . . . . . . . . . . . . . . . 10
3.3 HEADINGS FOR CONVENIENCE ONLY . . . . . . . . . . . . 10
3.4 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . 10
3.5 The Trustee . . . . . . . . . . . . . . . . . . . . . 10
EXHIBIT A Form of Security . . . . . . . . . . . . . . . . A-1
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FIRST SUPPLEMENT TO INDENTURE
This First Supplement to Indenture (this "First Supplement") is dated and,
subject to the terms hereof, effective as of October 28, 1996, and is by and
between ▇▇▇▇▇▇ OIL & GAS CORPORATION, a Delaware corporation (hereinafter
referred to as the "Corporation", which term includes any successor corporation
permitted under the Indenture), the GUARANTORS listed as signatories hereto and
THE CHASE MANHATTAN BANK, a New York banking corporation (formerly known as
Chemical Bank) ("Chase"), as trustee (in such capacity, and together with any
successor to the trust granted under the Indenture, herein referred to as the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Guarantors have heretofore entered into an
Indenture dated as of June 15, 1995, with the Trustee (hereinafter called the
"Indenture"), under which there was issued $100,000,000 principal amount of the
Company's 13 % Senior Notes Due 1999 (hereinafter called the "Notes");
WHEREAS, Notes in the aggregate principal amount of $100,000,000 are
outstanding as of the date of execution hereof;
WHEREAS, the Company, pursuant to an Offer to Purchase and Consent
Solicitation dated September 24, 1996, as amended (the "Offer/Solicitation"),
offered to purchase for cash (the "Tender Offer"), upon the terms and subject to
the conditions set forth in the Offer/Solicitation, any and all of the Notes at
a cash price equal to $1,110 per $1,000 principal amount, plus accrued and
unpaid interest through the payment date (the "Tender Offer Consideration"), and
solicited consents from Holders of the Notes to certain proposed amendments (the
"Proposed Amendments") to the Indenture and offered to pay to each Holder of
Notes validly consenting to the Proposed Amendments prior to 5:00 p.m., New York
City time on October 9, 1996, $30 for each $1,000 principal amount of Notes so
validly consenting (the "Consent Payments");
WHEREAS, it is the desire of the Company and the Holders of not less than a
majority in aggregate principal amount of the Notes to make certain changes in
the provisions of the Indenture by amending the Indenture to reflect the
Proposed Amendments, which changes have been approved by a resolution of the
respective board of directors of the Company and of ▇▇▇▇▇▇ Oil Corporation and
by the written consent, filed with the Trustee, of the Holders of not less than
a majority in aggregate principal amount of the Notes outstanding;
WHEREAS, there has been filed with the Trustee the certificate and opinion
of counsel required by section 9.05 of the Indenture; and
WHEREAS, all the requirements of law and the by-laws and Certificates of
Incorporation of the Company have been fully complied with and all other acts
and things necessary to make this Supplemental Indenture a valid, binding and
legal instrument for the benefit of the Holders of the Notes have been done and
performed;
NOW, THEREFORE, in consideration of the premises herein contained, and for
other valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the Corporation, the Guarantors and the Trustee have joined in the
execution and delivery of this First Supplement.
ARTICLE 1
INCORPORATION OF INDENTURE; DEFINITIONS
1.1 INCORPORATION OF INDENTURE. This First Supplement constitutes a
supplement to the Indenture, and the Indenture and this First Supplement
shall be read together and shall have effect so far as practicable as though
all of the provisions thereof and hereof are contained in one instrument.
1.2 DEFINITIONS. All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Indenture.
ARTICLE 2
AMENDING AND MODIFYING PROVISIONS
2.1 EFFECTIVENESS OF AMENDMENTS TO THE INDENTURE. Notwithstanding anything
contained herein to the contrary, the amendments and modifications to the
Indenture contained in Sections 2.2, 2.3 and 2.4 hereof shall not become
operative until the delivery to the Trustee of an Officer's Certificate of the
Company certifying as to the Company's payment of, or deposit with the
Depositary under the Offer/Solicitation of an amount of money sufficient to pay,
the Tender Offer Consideration and the Consent Payments.
2.2 AMENDMENTS TO DEFINITIONS. (a) Section 1.01 of the Indenture is
amended by deleting in their entirety the following definitions: "Attributable
Indebtedness", "Change of Control", "Dollar Equivalent", "ESOP Preferred Stock",
"Net Cash Proceeds", "Oil and Gas Liens", "Permitted Convertible Exchangeable
Preferred Stock Dividends" and "Senior Indebtedness"
(b) The definitions of each of "Bank Credit Facilities", "Capital Lease
Obligation", "Lien", "Permitted Indebtedness" and "Permitted Investment"
contained in Section 1.01 of the Indenture are amended and restated in their
entirety to read as follows:
" "BANK CREDIT FACILITIES" means, with respect to any Person, one
or more revolving or term debt facilities or commercial paper
facilities with banks or other institutional lenders, whether or not
in effect on the date of this Indenture, providing for revolving
credit loans, term loans, receivables financing (including through the
sale of receivables to the lenders or to special purpose entities
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formed to borrow from the lenders against those receivables) or
letters of credit."
" "CAPITAL LEASE OBLIGATION" of any Person means the obligation to
pay rent or other payment amounts under a lease of (or other
arrangement conveying the right to use) real or personal property that
is required to be classified and accounted for as a capitalized lease
or a liability on the face of a balance sheet of such Person in
accordance with GAAP, to the extent required pursuant to GAAP."
" "LIEN" means, with respect to any Property, any mortgage or deed
of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien (statutory or other), charge, easement,
encumbrance, preference, priority or other security or similar
agreement or preferential arrangement of any kind or nature whatsoever
on or with respect to such Property (including, without limitation,
any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing)."
" "PERMITTED INDEBTEDNESS" means any and all of the following:
(a) Indebtedness Incurred if, after giving pro forma effect to the
Incurrence of such Indebtedness and the receipt and application of the
proceeds thereof, (i) the Consolidated Interest Coverage Ratio would
not be less than 2.5 to 1.0 and (ii) the ratio of CNTA to Indebtedness
would not be less than 1.50 to 1.00; (b) Indebtedness under Bank
Credit Facilities but only to the extent that the aggregate principal
amount thereof equals or is less than the greater of (i) $30 million
and (ii) 12.5% of CNTA; (c) Capital Expenditure Indebtedness but only
to the extent that (A) commencing January 1, 1996, such Capital
Expenditure Indebtedness is Incurred during a calendar year in which
the aggregate amount of estimated proved reserves of the Company and
its Subsidiaries as reflected in the most recent reserve report dated
not earlier than December 31 of the immediately preceding calendar
year, together with the aggregate amount of estimated proved reserves
of the Company and its Subsidiaries that were the subject of one or
more Asset Sales after the date of this Indenture (in each case,
determined on the basis of audited reserve reports), exceeds the
aggregate amount of estimated proved reserves of the Company and its
Subsidiaries as of January 1, 1995, and (B) the aggregate principal
amount of all Capital Expenditure Indebtedness incurred under this
clause (c) during 1995 or any calendar year thereafter does not exceed
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$5 million plus, with respect to calendar years subsequent to 1995,
the aggregate amount of all Capital Expenditure Indebtedness that
would have constituted Capital Expenditure Indebtedness permitted
under this clause (c) during any prior calendar year beginning in 1995
but that was not Incurred during such prior calendar year or any
subsequent calendar year preceding the calendar year in which the
determination is being made; (d) Indebtedness outstanding on the date
of this Indenture; (e) Indebtedness of (i) the Company evidenced by
the Securities and (ii) the Guarantors evidenced by the Subsidiary
Guarantees; (f) Indebtedness in connection with one or more standby
letters of credit, Guarantees or performance bonds issued in the
ordinary course of business and not in connection with the borrowing
of money or the obtaining of advances or credit (other than advances
or credit on open account, includable in current liabilities, for
goods and services in the ordinary course of business and on terms and
conditions which are customary in the Oil and Gas Business and other
than the extension of credit represented by such letter of credit,
Guarantee or performance bond itself), PROVIDED that the aggregate
face amount of all such standby letters of credit and performance
bonds, together with the aggregate principal amount of all
Indebtedness covered by such Guarantees, at any time outstanding shall
not exceed $2.5 million; (g) Indebtedness under (i) Interest Rate
Protection Agreements, PROVIDED that the obligations under such
agreements are related to payment obligations on Indebtedness
otherwise permitted by the terms of this covenant, and (ii) Oil and
Gas Purchase and Sales Contracts; (h) Indebtedness of the Company owed
to any of its Wholly Owned Subsidiaries and Indebtedness of any
Subsidiary of the Company owed to the Company or a Wholly Owned
Subsidiary of the Company; (i) Indebtedness Incurred in exchange for,
or the proceeds of which are used to refinance, Indebtedness referred
to in the immediately preceding clauses (a) through (h) or
Indebtedness previously Incurred pursuant to this clause (i), PROVIDED
that the Indebtedness so Incurred (i) is in an aggregate principal
amount not in excess of the aggregate principal amount then
outstanding of the Indebtedness being exchanged or refinanced (or, if
such Indebtedness being refinanced provides for an amount less than
the principal amount thereof to be due and payable upon a declaration
of acceleration thereof, such lesser amount as of the date of
determination), plus the amount of expenses reasonably incurred by the
Company in connection with such refinancing, (ii) has a Stated
Maturity no earlier than the
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Stated Maturity of the Indebtedness being exchanged or refinanced,
(iii) has an Average Life at the time it is Incurred that is equal
to or greater than the Average Life of the Indebtedness being
exchanged or refinanced and (iv) is subordinated in right of
payment to the Securities to at least the same extent, if any, as
the Indebtedness being exchanged or refinanced; and (j) accounts
payable or other obligations of the Company or any of its
Subsidiaries to trade creditors created or assumed by such Persons
in the ordinary course of business in connection with the
obtaining of goods or services. The Company may Incur
Indebtedness under a single debt facility or instrument in
reliance on two or more clauses within the definition of Permitted
Indebtedness."
" "PERMITTED INVESTMENT" means (a) Permitted Short-Term
Investments, (b) Investments in property, plant, equipment and
other assets used in the ordinary course of the Oil and Gas
Business and Permitted Business Investments, (c) negotiable
instruments held for collection, outstanding travel, moving and
other like advances to officers, employees and consultants, lease,
utility and other similar deposits, or stock, obligations or
securities received in settlement of debts owing to the Company as
a result of the foreclosure, perfection or enforcement of any Lien
or Indebtedness, in each of the forgoing cases in the ordinary
course of business of the Company, (d) the acquisition of Capital
Stock and Redeemable Stock of either of the Programs from the
holders thereof (other than the Company or any of its
Subsidiaries), (e) Investments in the form of securities received
from Asset Sales, (f) Incurring or advancing Permitted
Indebtedness and (g) Investments by the Company in the form of one
or more promissory notes issued to the Company by the Plan for the
purpose of financing purchases of common Capital Stock of the
Company otherwise issued in accordance with the terms of this
Indenture, PROVIDED that the aggregate outstanding principal
amount of all such promissory notes may not at any time exceed
$7.5 million."
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(c) Section 1.02 of the Indenture is amended and restated in its
entirety to read as follows:
"SECTION 1.02. OTHER DEFINITIONS.
Defined
in
Term Section
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"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"covenant defeasance option" . . . . . . . . . . . . . . . . . . . . . 8.01(b)
"Custodian". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"DTC". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"legal defeasance option". . . . . . . . . . . . . . . . . . . . . . . 8.01(b)
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03
"Registrar". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03
"Surviving Entity" . . . . . . . . . . . . . . . . . . . . . . . . . . 5.01"
2.3 AMENDMENTS AND MODIFICATIONS TO ARTICLE 4. Article 4 of the
Indenture is amended and restated in its entirety to read as follows:
"ARTICLE 4
COVENANTS
SECTION 4.01. PAYMENT OF SECURITIES. The Company shall promptly pay
the principal of and interest on the Securities on the dates and in the
manner provided in the Securities and in this Indenture. Principal and
interest shall be considered paid on the date due if on such date the
Trustee or the Paying Agent holds in accordance with this Indenture money
sufficient to pay all principal and interest then due and the Trustee or
the Paying Agent, as the case may be, is not prohibited from paying such
money to the Securityholders on that date pursuant to the terms of this
Indenture.
The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.
SECTION 4.02. SEC REPORTS. The Company shall file with the Trustee
and provide Securityholders, within 30 days after it files them with the
SEC, copies of its annual report and the information, documents and other
reports which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company
may not be required to remain subject to the reporting requirements of
Section 13 or 15(d) of the
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Exchange Act, the Company shall continue to file with the SEC and provide
the Trustee and Securityholders with the annual reports and the information,
documents and other reports which are specified in Sections 13 and 15(d)
of the Exchange Act. The Company also shall comply with the other
provisions of TIA Section 314(a).
SECTION 4.03. COMPLIANCE CERTIFICATE. The Company shall deliver to
the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the
performance by the signers of their duties as Officers of the Company they
would normally have knowledge of any Default and whether or not the signers
know of any Default that occurred during such period. If they do, the
certificate shall describe the Default, its status and what action the
Company is taking or proposes to take with respect thereto. The Company
also shall comply with TIA Section 314(a)(4).
SECTION 4.04. FURTHER INSTRUMENTS AND ACTS. Upon request of the
Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.
SECTION 4.05. LIMITATION ON CONDUCT OF BUSINESS. The Company and its
Subsidiaries will be operated in a manner such that their business
activities will be the Oil and Gas Business."
2.4 AMENDMENTS AND MODIFICATIONS TO ARTICLE SIX. Section 6.01 of the
Indenture is amended and restated in its entirety to read as follows:
"SECTION 6.01. EVENTS OF DEFAULT. An "Event of Default" occurs if:
(a) the Company fails to make any payment of interest on any
Security when the same becomes due and payable and such failure
continues for a period of 30 days;
(b) the Company (i) fails to make any payment of the principal
of (or premium, if any, on) any Security when the same becomes due and
payable at its Stated Maturity, upon redemption, upon declaration or
otherwise, or (ii) fails to redeem Securities when required pursuant
to this Indenture or the Securities;
(c) the Company or any of its Subsidiaries pursuant to or within
the meaning of any Bankruptcy Law:
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(i) commences a voluntary case;
(ii) consents to the entry of an order for relief against it
in an involuntary case;
(iii) consents to the appointment of a Custodian of it or
for any substantial part of its property; or
(iv) makes a general assignment for the benefit of its
creditors;
or takes any comparable action under any foreign laws relating to
insolvency; or
(d) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(i) is for relief against the Company or any of its
Subsidiaries in an involuntary case;
(ii) appoints a Custodian of the Company or any of its
Subsidiaries or for any substantial part of its property; or
(iii) orders the winding up or liquidation of the Company or
any Guarantor;
or any similar relief is granted under any foreign laws and the order or
decree remains unstayed and in effect for 60 days.
The foregoing will constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or
is effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative
or governmental body.
The term "Bankruptcy Law" means ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ CODE, or any
similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law."
2.5 AMENDMENTS TO CERTAIN CROSS-REFERENCES. (a) All cross-references
contained in the Indenture to Section 6.01(f) are hereby amended so that such
cross-references are to Section 6.01(c).
(b) All cross-references contained in the Indenture to Section 6.01(g) are
hereby amended so that such cross-references are to Section 6.01(d).
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(c) Section 8.01(b) of the Indenture is hereby amended and restated in its
entirety to read as follows:
" (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Company at
any time may terminate (i) all its obligations under the Securities
and this Indenture ("legal defeasance option") or (ii) its obligations
under Sections 4.04 and 4.05 and clauses (c) and (d) of Section 5.01
("covenant defeasance option"). The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant
defeasance option.
Subject to Section 8.06, if the Company exercises its legal
defeasance option, payment of the Securities may not be accelerated
because of an Event of Default. Subject to Section 8.06, if the
Company exercises its covenant defeasance option, payment of the
Securities may not be accelerated because of an Event of Default
specified in Sections 6.01(c) or 6.01(d) (except to the extent
covenants or agreements referenced in such Sections remain
applicable).
Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates."
(d) Section 10.02(b) is hereby amended and restated in its entirety to
read as follows:
" (b) In the event of a sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of
the Capital Stock of such Guarantor, then such Guarantor (in the event
of a sale or other disposition, by way of such a merger, consolidation
or otherwise, of all of the Capital Stock of such Guarantor) or the
Person acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its
Subsidiary Guarantees."
2.6 AMENDMENTS TO EXHIBIT A: FORM OF SECURITY. Exhibit A to the
Indenture, containing the Form of Security is hereby amended and restated in its
entirety as set forth on EXHIBIT A hereto.
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ARTICLE 3
MISCELLANEOUS
3.1 FULL FORCE AND EFFECT. The Indenture, as supplemented by this First
Supplement, remains in full force and effect and is hereby ratified and
confirmed as the valid and binding obligation of the parties hereto. Except as
expressly modified herein, all terms, provisions and conditions of the Indenture
will remain unchanged and are and shall remain in full force and effect for the
full term thereof, and this First Supplement shall be interpreted with the
Indenture as one and the same instrument.
3.2 MULTIPLE COUNTERPARTS. This First Supplement may be executed in
multiple counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.
3.3 HEADINGS FOR CONVENIENCE ONLY. The headings of the Sections of this
First Supplement are used for convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.
3.4 GOVERNING LAW. This First Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York but without
giving effect to the applicable principles of conflicts of law to the extent
that the application of laws of another jurisdiction would be required thereby.
3.5 THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this First
Supplement or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company and the Guarantors.
(SIGNATURES ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplement to
be executed and delivered effective as of the date first mentioned hereinabove.
▇▇▇▇▇▇ OIL & GAS CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title: Senior Vice President
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THE CHASE MANHATTAN BANK, as
Trustee
By /s/ ▇▇▇▇▇▇ ▇. DECK
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Authorizing Signatory
GUARANTORS:
▇▇▇▇▇▇ OPERATING COMPANY, LTD.
By: ▇▇▇▇▇▇ Oil Corporation
Managing General Partner
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title: Senior Vice President
-------------------------
▇▇▇▇▇▇ OIL CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Title: Senior Vice President
----------------------
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EXHIBIT A
[FORM OF FACE OF SECURITY]
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such
other name as may be requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or such other entity as may be requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.(1)
CUSIP NO. 487906 AA 7
No. $
13 1/2% Senior Notes Due 1999
▇▇▇▇▇▇ Oil & Gas Corporation, a Delaware corporation, promises to pay to
, or registered assigns, the principal sum of
Dollars on June 15, 1999.
Interest Payment Dates: June 15 and December 15.
Record Dates: June 1 and December 1.
Additional provisions of this Security are set forth on the other side of
this Security.
Dated:
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▇▇▇▇▇▇ OIL & GAS CORPORATION
By
-----------------------------
President
--------------------------------
Secretary
---------------------------
(1) This paragraph should be included only if the Security is issued
in global form.
A-1
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
THE CHASE MANHATTAN BANK,
as Trustee, certifies that this
is one of the Securities referred
to in the Indenture.
By
-----------------------------
Authorized Officer
A-2
[FORM OF REVERSE SIDE OF SECURITY]
13 1/2% Senior Notes Due 1999
1. INTEREST
▇▇▇▇▇▇ Oil & Gas Corporation, a Delaware corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above. The Company will
pay interest semiannually on June 15 and December 15 of each year. Interest
on the Securities will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from June 19, 1995. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. The
Company shall pay interest on overdue principal at the rate borne by the
Securities, and it shall pay interest on overdue installments of interest at
the same rate to the extent lawful.
2. METHOD OF PAYMENT
The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the
close of business on the June 1 or December 1 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company will pay principal
and interest in money of the United States of America that at the time of
payment is legal tender for payment of public and private debts. However,
the Company may pay principal and interest by check payable in such money.
It may mail an interest check to a Holder's registered address.
3. PAYING AGENT AND REGISTRAR
Initially, the Trustee will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent or Registrar without notice.
The Company or any of its domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent or Registrar.
4. INDENTURE
The Company issued the Securities under an Indenture dated as of June
15, 1995, as amended by the First Supplement thereto dated October 28, 1996
(the "Indenture"), among the Company, the Guarantors and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act"). Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Securities are subject to
all such terms, and Securityholders are referred to the Indenture and the Act
for a statement of those terms.
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The Securities are general unsecured obligations of the Company limited
to $100,000,000 aggregate principal amount (subject to Section 2.07 of the
Indenture).
5. OPTIONAL REDEMPTION
In the event the Company consummates one or more Equity Offerings before
June 15, 1997, the Company may, at its option, prior to June 15, 1997, redeem
up to $25 million of the aggregate principal amount of the Securities with
all or a portion of the aggregate net proceeds to the Company from such
Equity Offerings at a redemption price of 112% of the aggregate principal
amount of the Securities so redeemed, plus accrued and unpaid interest due
thereon to the date of redemption; PROVIDED, HOWEVER, that following any such
redemption, at least $75 million in aggregate principal amount of the
Securities remains outstanding.
6. NOTICE OF REDEMPTION
Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000. If
money sufficient to pay the redemption price of and accrued interest on all
Securities (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to
accrue on such Securities (or such portions thereof) called for redemption.
7. RANKING AND GUARANTEES.
The Securities are general senior unsecured obligations of the Company.
The Company's obligation to pay principal, premium, if any, and interest with
respect to the Securities is unconditionally guaranteed on a senior basis,
jointly and severally, by the Guarantors pursuant to Article 10 of the
Indenture. Certain limitations to the obligations of the Guarantors are set
forth in further detail in the Indenture.
8. DENOMINATIONS; TRANSFER; EXCHANGE
The Securities are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000. A Holder may register the transfer
of or exchange Securities in accordance with the Indenture. The Registrar
may require a Holder, among other things, to furnish appropriate endorsements
or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be
redeemed) or any Securities for a period of 15 days before a selection of
Securities to be redeemed or 15 days before an interest payment date.
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9. PERSONS DEEMED OWNERS
The registered Holder of this Security may be treated as the owner of it
for all purposes.
10. UNCLAIMED MONEY
If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only
to the Company and not to the Trustee for payment.
11. DISCHARGE AND DEFEASANCE
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Securities to redemption or
maturity, as the case may be.
12. AMENDMENT, WAIVER
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the
Securities and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal
amount outstanding of the Securities. Subject to certain exceptions set
forth in the Indenture, without the consent of any Securityholder, the
Company and the Trustee may amend the Indenture or the Securities to cure any
ambiguity, omission, defect or inconsistency, or to comply with Article 5 of
the Indenture, or to provide for uncertificated Securities in addition to or
in place of certificated Securities, or to add guarantees with respect to the
Securities or release any guaranty to the extent permitted in the Indenture,
or to secure the Securities, or to add additional covenants or surrender
rights and powers conferred on the Company, or to comply with any request of
the SEC in connection with qualifying the Indenture under the Act, or to make
certain changes in the subordination provisions, or to make any change that
does not adversely affect the rights of any Securityholder.
13. DEFAULTS AND REMEDIES
Under the Indenture, Events of Default include (i) default for 30 days
in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon redemption pursuant to
paragraph 5 of the Securities, upon acceleration or otherwise, or failure by
the Company to redeem Securities when required; and (iii) certain events of
bankruptcy or insolvency with respect to the Company and any Subsidiary. If
an Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of
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the Securities may declare all the Securities to be due and payable. Certain
events of bankruptcy or insolvency are Events of Default which will result in
the Securities being due and payable immediately upon the occurrence of such
Events of Default.
Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or
security. Subject to certain limitations, Holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of principal or interest) if
it determines that withholding notice is in the interest of the Holders.
14. TRUSTEE DEALINGS WITH THE COMPANY
Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Securities and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.
15. NO RECOURSE AGAINST OTHERS
A director, officer, employee or stockholder, as such, of the Company, a
Guarantor or the Trustee shall not have any liability for any obligations of
the Company or the Guarantors under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases
all such liability. The waiver and release are part of the consideration for
the issue of the Securities.
16. AUTHENTICATION
This Security shall not be valid until an authorized officer of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
17. ABBREVIATIONS
Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
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18. CUSIP NUMBERS
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers
in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed
on the Securities or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.
THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH HAS IN IT
THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:
▇▇▇▇▇▇ Oil & Gas Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of Chief Financial Officer
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this
Security on the books of the Company. The agent may substitute another to
act for him.
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Date: Your Signature:
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Sign exactly as your name appears on the other side of this Security.
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SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITY(2)
The following exchanges of a part of this Global Security for Definitive
Securities have been made:
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Principal Amount
Amount of decrease Amount of increase of this Global Signature of
in Principal in Principal Security following authorized officer of
Amount of this Amount of this such decrease Trustee or Security
Date of Exchange Global Security Global Security (or increase) Custodian
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(2) This should be included only if the Security is issued in global form.
▇-▇
▇▇▇▇▇▇▇ ▇-▇
FORM OF NOTATION ON SECURITY
RELATING TO GUARANTEE
The Guarantors (as defined in the Indenture), jointly and severally,
have unconditionally guaranteed the due and punctual payment of the principal
of, premium, if any, and interest on the Securities, and all other amounts
due and payable under the Indenture and the Securities by the Company,
whether at maturity, acceleration, redemption, repurchase or otherwise,
including, without limitation, the due and punctual payment of interest on
the overdue principal of, premium, if any, and interest on the Securities, to
the extent lawful.
The obligations of the Guarantors pursuant to the Subsidiary Guarantee
are subject to the terms and limitations set forth in Article 10 of the
Indenture, and reference is made thereto for the precise terms of the
Subsidiary Guarantee.
[NAME OF EACH GUARANTOR]
By:
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Name:
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Title:
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