EXHIBIT 4.3
EXCHANGE AGENT AGREEMENT
THIS EXCHANGE AGENT AGREEMENT dated as of __________________, 1998 is
entered into among Pennzoil Company, a Delaware corporation (the "Company"), and
Texas Commerce Bank National Association, as Exchange Agent for Holders of
Debentures (the "Exchange Agent").
WITNESSETH THAT:
WHEREAS, the Company has executed and delivered an Indenture dated as
of December 15, 1992 (the "Indenture") and a Third Supplemental Indenture dated
as of ________________, 1998 (the "Supplemental Indenture"), in each case to
Texas Commerce Bank National Association, as trustee (in such capacity, the
"Trustee"); and
WHEREAS, under and pursuant to the Indenture and the Supplemental
Indenture the Company may issue up to $___________ aggregate principal amount of
____% Exchangeable Senior Debentures due February 1, 2008 (the "Debentures"),
issuable in registered form, and
WHEREAS, pursuant and subject to the terms of the Debentures and the
Supplemental Indenture, each $1,000 principal amount of Debentures is
exchangeable at the option of the Holder thereof for a number of shares of the
common stock, par value $3.00 per share, of Chevron Corporation, a Delaware
corporation ("Chevron"), at the Exchange Rate (as defined in the Supplemental
Indenture) as provided in the Supplemental Indenture;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and in order to set forth the terms upon which the
Chevron Common Stock deposited with the Exchange Agent by the Company for
delivery upon exchange of the Debentures and all other property held by the
Exchange Agent hereunder shall be held and dealt with by the Exchange Agent and
its successors, the Company and the Exchange Agent hereby agree as follows:
SECTION 1. Definitions. All terms used but not defined in this
Agreement that are defined in the Supplemental Indenture or the Indenture shall
have the meanings specified in the Supplemental Indenture or the Indenture
unless the context otherwise requires. As used in this Agreement, the following
terms shall have the following meanings:
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"Cash Dividend" means a dividend on Chevron Common Stock paid in cash
(other than a dividend paid pursuant to a plan of liquidation or partial
liquidation of Chevron or a recapitalization or restructuring of Chevron or
other extraordinary cash dividend of Chevron).
"Chevron Common Stock" means the common stock of Chevron of the class
authorized and designated as common stock, par value $3.00 per share, as such
common stock may be changed or reclassified from time to time.
"Exchange Property" means initially the __________ shares of Chevron
Common Stock delivered to the Exchange Agent by the Company pursuant to this
Exchange Agreement simultaneously with the execution and delivery of the
Supplemental Indenture, and thereafter means the securities, cash and other
property, if any, which at the time are deliverable upon surrender of the
Debentures for exchange in accordance with Article Two of the Supplemental
Indenture.
"Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, the Controller, the Secretary or an Assistant Treasurer,
Assistant Controller or Assistant Secretary of the applicable entity. Each
certificate with respect to compliance with a condition or covenant provided for
in this Agreement shall include (i) a statement that the person making such
certificate has read such covenant or condition; (ii) a brief statement as to
the nature and scope of the examination or investigation upon which the
statements contained in such certificate are based; (iii) a statement that, in
the opinion of such person, such person has made such examination or
investigation as is necessary to enable such person to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (iv) a statement as to whether or not, in the opinion of such person, such
covenant or condition has been complied with.
"Opinion of Counsel" means an opinion in writing, signed by legal
counsel, who shall be satisfactory to the Exchange Agent and who may be an
employee of or counsel to the Company.
"Stock Record Date" means the record date for determining the holders
of Chevron Common Stock, or any other securities included within the Exchange
Property, entitled to notice of, and to vote on, a matter to be voted upon by
holders of such securities.
SECTION 2. Deposit. The Company will from time to time (i) cause
The Depository Trust Company to make the appropriate book-entry transfers,
and/or (ii) deliver to the Exchange Agent to be held by the Exchange Agent
hereunder a certificate or certificates, registered in the name of the Company
or its nominee and endorsed in blank or accompanied by stock powers endorsed in
blank, in each case representing such number of shares of Chevron Common Stock
and such other Exchange Property, if any, not already held by the Exchange Agent
as the Holders of outstanding Debentures shall from time to time be entitled to
receive upon exchange thereof as provided in the Supplemental Indenture. The
Exchange Agent will
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acknowledge in writing receipt of such certificate or certificates and such
other Exchange Property, if any.
SECTION 3. Record Owner. The record owner of the Exchange
Property shall be the Company or its nominee; provided, however, that if at any
time in the judgment of the Exchange Agent it shall be necessary or desirable
for the purpose of facilitating the present or future exchange of Debentures
pursuant to Article Two of the Supplemental Indenture, the Exchange Agent may
register the Exchange Property or any part thereof in its name, as the Exchange
Agent, or in the name of its nominee; provided further that if any Exchange
Property shall be registered in the name of the Exchange Agent, or its nominee,
the Exchange Agent shall cause any Cash Dividends which the Company is entitled
to receive and retain under Article Two of the Supplemental Indenture to be paid
or delivered to the Company, and except as expressly permitted by this Agreement
or required by the Supplemental Indenture, no action may be taken by the
Exchange Agent with respect to the Exchange Property without the prior written
consent of the Company.
SECTION 4. Representations and Warranties of the Company. The
Company represents and warrants that it has and will have full legal right,
power and authority to transfer and deliver the Exchange Property in the manner
provided in this Agreement and the Supplemental Indenture.
SECTION 5. Covenants of the Exchange Agent. The Exchange Agent
covenants and agrees that it will perform all of the undertakings, duties and
obligations described in the Supplemental Indenture as the undertakings, duties
or obligations of the Exchange Agent. The Exchange Agent covenants and agrees
that the Exchange Property received by it pursuant to this Agreement shall be
held for and applied only in conformity with the purposes and upon the terms and
conditions set forth in this Agreement.
SECTION 6. Voting. With respect to each matter that is voted upon
by securities included within the Exchange Property, the Company shall be
entitled to cast all votes to which the securities included within the Exchange
Property are entitled, or to execute any written consent with respect thereto,
so long as such securities included within the Exchange Property, on the Stock
Record Date, shall not have been registered in the name of a holder other than
the Company or the Exchange Agent or a nominee of either of them.
If the Exchange Agent or its nominee is the record owner of any
securities included within the Exchange Property as of the Stock Record Date,
the Exchange Agent shall from time to time deliver, or cause to be delivered, to
the Company such proxies, duly executed and in the form required by applicable
law, as may be necessary or appropriate to permit the Company to vote on each
matter submitted to the holder of the securities included within the Exchange
Property so deposited.
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SECTION 7. Exchanges and Adjustment of the Chevron Shares and the
Cash Apportioned Thereto. (a) The Company will notify the Exchange Agent in an
Officers' Certificate of any adjustment of the Exchange Rate or the Exchange
Property or of the cash apportioned thereto pursuant to the Supplemental
Indenture which is deliverable upon exchange of a Debenture. The Company will,
upon request, notify the Exchange Agent in writing of the amount of cash
adjustments to be paid upon exchanges in lieu of fractional shares.
(b) Subject to the terms and conditions of this Agreement and the
Supplemental Indenture, upon proper surrender to the Exchange Agent of any
Debenture (or any portion of the principal amount thereof in the amount of
$1,000 or integral multiples) for exchange by the Holder thereof in accordance
with the terms thereof and of the Supplemental Indenture, the Exchange Agent
shall promptly accept the same for exchange, subject to subsection (c) of this
Section, and upon such acceptance promptly (unless the Company shall have
elected, pursuant to Section 216 of the Supplemental Indenture, to pay to the
Holder an amount in cash equal to the value of the Exchange Property, in which
case the provisions of Section 216 of the Supplemental Indenture shall be
followed): (i) present a certificate or certificates representing at least the
number of whole securities included within the Exchange Property which the
Holder of such Debenture shall be entitled to receive, in accordance with the
terms thereof and the Supplemental Indenture, to the transfer agent or agents
for the Exchange Property and deliver or cause to be delivered, to or on the
order of the Holder of such Debenture (or portion thereof), a certificate or
certificates representing such number of whole securities included within the
Exchange Property, together with a check in payment of any cash adjustment in
lieu of fractional shares or units computed by the Company in accordance with
the Supplemental Indenture and such additional cash or property as may have been
apportioned under the Supplemental Indenture to the Exchange Property which the
Holder or Holders of such Debenture (or portion thereof) shall be entitled to
receive in accordance with the terms thereof and of the Supplemental Indenture,
(ii) deliver to the Trustee the Debenture so exchanged, and (iii) if only a
portion of said Debenture is exchanged, obtain from the Trustee and deliver to
or on the order of the Holder of the Debenture surrendered for exchange a new
Debenture or Debentures for the principal amount thereof not exchanged.
(c) If the Company shall deliver an Officers' Certificate to the
effect that, in connection with a specific exchange or a category of exchanges
or all exchanges by the Exchange Agent, the transfer and delivery of any
Exchange Property upon the exchange of any Debenture would (in the opinion of
counsel for the Company) violate any applicable law (including, without
limitation, the Securities Act of 1933, as amended, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976, as amended, or any successors thereto), then
the Exchange Agent shall not, and shall not be required to, accept such
Debenture for exchange or effect the exchange of such Debenture and shall so
notify the Holder surrendering such Debenture; provided, however, that the
provisions of this subsection (c) shall not relieve the Company of any of its
obligations under the Indenture.
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SECTION 8. Covenants of the Company. The Company hereby
authorizes the Exchange Agent to apply to any transfer agent of the Exchange
Property for any division of share certificates which may be required in
connection with exchanges of Debentures. The Company covenants and agrees to
pay (i) any and all documentary, stamp, transfer or other similar taxes that may
be payable to the United States of America or any state thereof or political
subdivision thereof in respect of the deposit of Exchange Property hereunder, or
the delivery of Exchange Property upon exchange of Debentures; (ii) any income
or other taxes incurred by the Exchange Agent as a result of its acting in its
capacity as such under this Agreement (except for any such taxes incurred by
reason of the payment or accrual of its own fees); and (iii) all reasonable fees
or charges of the Exchange Agent (including reasonable fees and expenses of its
agents and counsel) in connection with or arising out of this Agreement or any
exchange of Debentures in accordance with the terms hereof. The Company further
covenants and agrees to deposit with the Exchange Agent from time to time (i)
cash in an amount equal to the amount necessary to make payments in lieu of
fractional securities included within the Exchange Property (after the Exchange
Agent shall have applied to such payments any other monies held by the Exchange
Agent and not needed for the exchange of Debentures) and (ii) cash in an amount
equal to any losses on investments made pursuant to Section 11 of this Agreement
to the extent necessary to maintain on deposit with the Exchange Agent funds
(investment securities held pursuant to such Section being valued as funds at
the outstanding principal balance thereof) equal from time to time to the
aggregate amount of cash apportioned to all Exchange Property at each such time
deliverable upon exchange by the Exchange Agent of all Debentures then
outstanding. Notwithstanding the foregoing provisions of this Section, the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the delivery of Exchange Property in a name other than
that in which the Debentures so exchanged were registered, and no such transfer
or delivery shall be made unless and until the person requesting such transfer
has paid to the Company the amount of any such tax or has established, to the
satisfaction of the Company, that such tax has been paid.
SECTION 9. Withdrawals of Exchange Property. The Company may demand
(which demand must be in writing), at its election, that the Exchange Agent
release to the Company any Exchange Property held by the Exchange Agent. Upon
receipt of such written demand, the Exchange Agent shall, as promptly as
possible, forthwith deliver to the Company the kind and amount of Exchange
Property requested to be withdrawn as specified in such written demand.
SECTION 10. Cash Dividends. The Company shall be entitled to all
Cash Dividends, other than Cash Dividends after an exchange of Debentures or
Exchange Property has been deemed effected under Section 202 of the Supplemental
Indenture.
SECTION 11. Investments. All money apportioned to Exchange Property
pursuant to the Supplemental Indenture and this Agreement or otherwise held
pursuant to this Agreement shall be invested by the Exchange Agent from time to
time in accordance with the written instructions of the Company in U.S.
Government Obligations (as defined in the Indenture)
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with maturity dates of twelve months or less. Any interest or gain on such
investments shall be for the sole account of the Company and shall be paid over
to the Company by the Exchange Agent on demand by the Company. Any loss on such
investments shall be for the account of the Company. The Company shall have the
option either to furnish to the Exchange Agent all money payable to Holders upon
any exchange of Debentures or to require the Exchange Agent to sell investment
securities in an amount necessary to permit the Exchange Agent to make such
payments.
SECTION 12. Merger, etc., of the Company. (a) Nothing contained in
this Agreement, the Indenture, the Supplemental Indenture or any of the
Debentures shall prevent any merger, liquidation or consolidation of the Company
with or into another corporation or corporations, or successive consolidations
or mergers in which the Company or its successor or successors shall be a party
or parties, or any sale or other conveyance of all or substantially all the
property of the Company to another corporation; provided, however, and the
Company hereby covenants and agrees, that upon any such merger, liquidation,
consolidation or merger in which the Company is not the continuing corporation,
the rights and obligations of the Company under this Agreement shall be
expressly assumed, by a supplemental agreement satisfactory in form to the
Exchange Agent, executed and delivered to the Exchange Agent by the corporation
formed by such consolidation, or into which the Company shall have merged, or to
which the assets of the Company shall have been distributed in liquidation, or
which shall have acquired such property.
(b) In the case of any consolidation, merger, sale or conveyance of or
by the Company referred to in subsection (a) hereof, and upon the execution and
delivery to the Exchange Agent of the supplemental agreement referred to therein
by the successor or acquiring corporation and the delivery to the Exchange Agent
of an Officers' Certificate and an Opinion of Counsel stating that such
transaction complies with this Section, such successor or acquiring corporation
shall succeed to the rights and obligations of and be substituted for the
Company under this Agreement, with the same effect as if such corporation had
been named herein as the Company, and in the event of any such sale or
conveyance, the Company (which term shall for this purpose mean the corporation
named as the "Company" in the first paragraph of this Agreement or any successor
corporation which shall theretofore have become such in the manner described in
this Section) shall be discharged from all obligations and covenants under this
Agreement and may (but need not) be dissolved and liquidated.
(c) The Exchange Agent may rely on an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale or conveyance of or by the Company complies with the provisions of this
Section 12.
SECTION 13. Reliance on Information Supplied. The Exchange Agent may
rely on the contents of any Officers' Certificate furnished hereunder and, in
delivering any such certificate, the Company may rely on information furnished
to the Company by the Exchange Agent as to the quantity and identity of Exchange
Property held by the Exchange Agents and the
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quantity and identity of Exchange Property delivered to Holders of Debentures
upon exchange thereof and on published information as of no earlier than the end
of the preceding year as to matters concerning Exchange Property and Chevron.
The Exchange Agent will furnish on request to the Company such information as to
the Exchange Agent's holdings hereunder and as to the Exchange Property
delivered to Holders of Debentures on exchange.
SECTION 14. Expenses and Indemnification of the Exchange Agent. The
Company covenants and agrees to pay to the Exchange Agent from time to time, and
the Exchange Agent shall be entitled to, reasonable compensation, and the
Company will pay or reimburse the Exchange Agent upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Exchange
Agent in connection with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel,
dealers engaged pursuant to Section 22 hereof and of all persons not regularly
in its employ) except any such expense, disbursement or advance as may arise
from its gross negligence or willful misconduct. The Company also covenants to
indemnify the Exchange Agent for, and to hold it harmless against, any loss,
liability or expense incurred without gross negligence or willful misconduct on
the part of the Exchange Agent and arising out of or in connection with its
duties under this Agreement including the costs and expenses of defending itself
against any claim of liability in the premises. The obligations of the Company
pursuant to this Section 14 will survive the resignation or removal of the
Exchange Agent and the termination of this Agreement.
Promptly after receipt by the Exchange Agent of notice of the
commencement of any action, the Exchange Agent shall, if a claim in respect
thereof is to be made against the Company under the preceding paragraph, notify
the Company in writing of the commencement thereof. In case any such action
shall be brought against the Exchange Agent, it shall notify the Company of the
commencement thereof.
SECTION 15. Resignation and Removal of the Exchange Agent. (a) The
Exchange Agent may at any time resign by giving written notice of such
resignation to the Company and by mailing notice thereof to the Holders of
Debentures at their addresses as they shall appear on the Security Register (as
defined in the Indenture). Upon such resignation, a successor Exchange Agent
shall be appointed in any manner provided in the Indenture for the appointment
of a successor Trustee thereunder. If at any time the Exchange Agent resigns
hereunder, it shall also resign in its capacity as Trustee under the Indenture.
The Exchange Agent may be removed as Exchange Agent hereunder in any manner
provided in the Indenture for the removal of the Trustee thereunder.
(b) Any resignation or removal of the Exchange Agent and any
appointment of a successor Exchange Agent pursuant to any of the provisions of
the Indenture shall become effective upon acceptance of appointment by the
successor as provided in Section 16 hereof. In the event of any resignation of
the Exchange Agent, the Company shall appoint a successor Exchange Agent.
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SECTION 16. Acceptance by Successor Exchange Agent. Any successor
Exchange Agent appointed as provided above shall execute, acknowledge and
deliver to the Company and to its predecessor Exchange Agent an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Exchange Agent shall become effective and such successor
Exchange Agent, without any further act, deed or conveyance shall become vested
with all the right, title and interest of its predecessor to all property held
hereunder, and all other rights, powers, duties and obligations of such
predecessor Exchange Agent hereunder; but nevertheless such predecessor Exchange
Agent shall forthwith deliver to such successor Exchange Agent physical
possession of the certificates evidencing the Chevron Common Stock deposited
hereunder and of all other Exchange Property, and such predecessor Exchange
Agent shall, on the written request of the Company or such successor Exchange
Agent and upon payment of any amounts then due it pursuant to the provisions of
Section 8 and 15 hereof, execute and deliver to such successor Exchange Agent an
instrument transferring to such successor Exchange Agent all right, title and
interest hereunder in and to the Chevron Common Stock deposited hereunder and
the other Exchange Property, and all other rights and powers of such predecessor
Exchange Agent hereunder. The Company shall give written notice of (i) the
identity and address of any successor Exchange Agent or (ii) an effective
resignation or removal of the Exchange Agent pursuant to the last sentence of
Section 15(b) hereof, by mailing notice thereof to the Holders of Debentures at
their addresses as they shall appear on the Security Register (as defined in the
Indenture).
SECTION 17. Succession by Merger, etc. Any Person into which the
Exchange Agent may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Exchange Agent shall be a party, or any corporation succeeding to the
business of the Exchange Agent, shall be the successor of the Exchange Agent
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided, however, that such corporation
shall be eligible under Section 18 hereof and shall comply with Section 16
hereof.
SECTION 18. Eligibility of Exchange Agent. The Exchange Agent
hereunder shall at all times be the Trustee under the Indenture. In case at any
time the Exchange Agent shall cease to be eligible in accordance with the
provisions of this Section, the Exchange Agent shall resign immediately in the
manner and with the effect specified in Section 15.
SECTION 19. Amendments. (a) The Company and the Exchange Agent may
by mutual accord enter into supplemental agreements, all without the consent of
the Holders of any of the Debentures, notwithstanding the further provisions of
this Section 19 (i) to cure any ambiguity or correct or otherwise amend any
provision contained herein which may be defective or inconsistent with any other
provision contained herein or in the Indenture, the Supplemental Indenture or
any additional supplemental indenture; or (ii) to evidence the succession of
another corporation to the Company or the Exchange Agent, or successive
successions and the assumption by such successor corporation of the covenants,
agreements and obligations of the Company or the Exchange Agent pursuant to
Section 12 hereof as applicable; or (iii) to make such other
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provisions in regard to matters or questions arising under this Agreement which
shall not adversely affect the interests of the Holders of the Debentures in any
material respect.
(b) With the consent of the Holders of not less than a majority in
aggregate principal amount at maturity of the Debentures at the time
outstanding, the Company and the Exchange Agent may from time to time and at any
time enter into an amendment or amendments hereof for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of any amendment hereof or of modifying in any manner the
rights of the Holders of the Debentures hereunder or revoking any or all of the
powers of the Exchange Agent under this Agreement; provided, however, that
without the consent of the Holder of each Debenture so affected no such
amendment or modification or revocation shall (i) affect adversely the right to
exchange any Debenture for Exchange Property at the rate and upon the terms set
forth in the Indenture Supplement or (ii) reduce the aforesaid percentage of
Debentures the Holders of which are required to consent to any such amendment or
modification or revocation.
(c) This Agreement may be amended or supplemented without the consent
of Chevron.
(d) The Exchange Agent shall be entitled to receive and rely on an
Officer's Certificate to the effect that any amendment is authorized or
permitted by this Section 19.
SECTION 20. Termination of Agreement. This Agreement shall terminate
when the rights of all Holders under the Supplemental Indenture to surrender
Debentures for exchange pursuant to Article Two of the Supplemental Indenture
shall have expired or been terminated, which termination or expiration shall be
evidenced by an Officers' Certificate of the Company to that effect, and all
other obligations of the Company hereunder shall have been satisfied. Upon
termination of this Agreement, any Exchange Property remaining in the hands of
either Exchange Agent hereunder shall be delivered to the Company, free and
clear of any and all interests of the Exchange Agent, the Trustee and the
Holders of the Debentures, or any of them.
SECTION 21. Rights and Duties of the Exchange Agent. (a) The
Exchange Agent in performing its duties as such pursuant to this Agreement is
not acting as a fiduciary for the Company or the Holders. The Exchange Agent
shall be obligated to perform only such duties as are herein specifically set
forth and no duties or obligations shall be implied against the Exchange Agent.
The Exchange Agent shall not be liable for any action taken, omitted or suffered
by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement, and may conclusively
rely and shall be protected in acting or refraining from acting in reliance upon
an Opinion of Counsel or upon any certificate, request or other document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties. Without limiting the generality of the foregoing,
it is expressly agreed that the Exchange Agent shall not be responsible for any
governmental approvals which may be required in connection with the issuance or
delivery of Exchange Property and further that
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the Exchange Agent shall be entitled to rely upon an Opinion of Counsel. The
Exchange Agent shall not be required to take any action hereunder which, in the
opinion of its counsel, will be contrary to law. The Exchange Agent shall not be
responsible for any failure of the Company to comply with any covenants of the
Company contained in this Agreement or the Indenture or Supplemental Indenture.
(b) The Exchange Agent shall not be under any duty to give the
Exchange Property held by it hereunder any greater degree of care than it gives
its own similar property. The Exchange Agent shall in no event be liable for any
loss incurred in connection with any investment of money in accordance with
Section 11 hereof or in connection with any sale of Exchange Property pursuant
to Section 9 hereof, including without limitation any liability for any delays
(not resulting from its gross negligence or willful misconduct) in making such
investment or sale.
SECTION 22. Use of Dealer by Domestic Exchange Agent. The Company
and the Exchange Agent agree that the Exchange Agent shall use a registered
securities dealer in effecting exchanges of the Chevron Common Stock or any
other Exchange Property that is a security.
SECTION 23. No Lien Created Hereby. Nothing in this Agreement, the
Indenture, the Supplemental Indenture or any of the Debentures shall grant, and
the Exchange Agent shall not assert, any lien, pledge or mortgage on or of the
Exchange Property as security for any indebtedness for money borrowed.
SECTION 24. Benefits of Agreement. Nothing in this Agreement or the
Debentures, expressed or implied, shall give or be construed to give any person,
firm or corporation, other than the parties hereto, the Holders of Debentures as
such and the Trustee as such Holders' representative, any legal or equitable
right, remedy or claim under any covenant, condition or provisions contained in
this Agreement being for the sole benefit of the parties hereto, the Holders of
the Debentures as such and the Trustee as such Holders' representative.
SECTION 25. Headings. The headings contained in this Agreement are
for convenience of reference only and shall have no effect on the interpretation
or operation of this Agreement.
SECTION 26. Choice of Law. This Agreement shall be construed in
accordance with the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by duly authorized officers as of the day and year first above
written.
PENNZOIL COMPANY
By: ____________________________________
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: ____________________________________
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