<PAGE>
As filed with the Securities and Exchange Commission on August 2, 1994
Registration Nos. 33-______; 33-______-01
Post-Effective Amendment No. 1 to Registration Statement Nos. 33-38505;
33-38505-01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
UNION OIL COMPANY OF CALIFORNIA
(Exact name of registrant as specified in its charter)
California 95-1315450
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1201 West Fifth Street Dennis P. R. Codon Esq.
Los Angeles, California 90017 Vice President and General Counsel
(213) 977-7600 Union Oil Company of California
(Address, including zip code and 1201 West Fifth Street
telephone number, including area Los Angeles, California 90017
code, of registrant's principal (213) 977-7600
executive offices) (Name, address, including zip code and
telephone number, including area code,
of agent for service)
--------------------
UNOCAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-3825062
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1201 West Fifth Street Dennis P. R. Codon, Esq.
Los Angeles, California 90017 Vice President and General Counsel
(213) 977-7600 Unocal Corporation
(Address, including zip code and 1201 West Fifth Street
telephone number, including area Los Angeles, California 90017
code, of registrant's principal (213) 977-7600
executive offices) (Name, address, including zip code and
telephone number, including area code,
of agent for service)
--------------------
With Copies To:
Douglas D. Smith, Esq.
Brobeck, Phleger & Harrison
550 South Hope Street
Los Angeles, California 90071
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration Statement.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. /x/
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH AMOUNT PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) OFFERING PRICE(2) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Union Oil Debt Securities(3)
Unocal Preferred Stock(3)
Unocal Common Stock(3)(4) $1,000,000,000(5) 100% $1,000,000,000(5)(6) $344,828
Union Oil and Unocal Warrants(7)
Unocal Guarantees of Union Oil Debt
Securities(8)
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
<FN>
(1) In United States dollars or the equivalent thereof in foreign currency or
currency units.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
(3) Also includes such indeterminate amount of Union Oil Debt Securities and
indeterminate numbers of shares of Unocal Preferred and Common Stock as may
be issued upon conversion or exchange of any other Union Oil Debt
Securities or shares of Unocal Preferred Stock that provide for conversion
or exchange into such securities or upon exercise of Warrants for such
securities.
(4) Includes associated Preferred Stock Purchase Rights. Prior to the
occurrence of certain events, the Rights will not be exercisable or
evidenced separately from the Unocal Common Stock.
(5) Such amount represents the aggregate of the principal amount of any Union
Oil Debt Securities issued, the issue price of any Union Oil Debt
Securities issued at an original issue discount, the liquidation preference
of any Unocal Preferred Stock, the amount computed pursuant to Rule 457(c)
for any Unocal Common Stock, the issue price of any Warrants and the
exercise price of any Warrants.
(6) No separate cash consideration will be received for the Union Oil Debt
Securities, Unocal Preferred Stock or Unocal Common Stock issuable upon
conversion or exchange of other Union Oil Debt Securities or Unocal
Preferred Stock.
(7) Warrants to purchase Union Oil Debt Securities, Unocal Preferred Stock or
Unocal Common Stock may be sold separately or with Union Oil Debt
Securities, Unocal Preferred Stock or Unocal Common Stock.
(8) The Union Oil Debt Securities will be fully and unconditionally guaranteed
as to the payment of principal, interest and premium, if any, by Unocal.
No cash consideration will be received by Unocal for the Guarantees.
</TABLE>
--------------------
The Registrants hereby amend this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to up to $188,800,000
principal amount of guaranteed debt securities and warrants to purchase
guaranteed debt securities registered on Form S-3 Registration Statement Nos.
33-38505 and 33-38505-01, which was declared effective on January 29, 1991. In
the event any of such previously registered debt securities or warrants to
purchase debt securities are offered and sold prior to the effective date of
this Registration Statement, the amount of such debt securities or warrants to
purchase debt securities will not be included in any Prospectus hereunder. This
Registration Statement constitutes Post-Effective Amendment No. 1 to
Registration Statement Nos. 33-38505 and 33-38505-01, pursuant to which the
total amount of unsold debt securities and warrants to purchase debt securities
previously registered under Registration Statement Nos. 33-38505 and 33-38505-
01, without limitation as to class of securities, may be offered and sold as
Union Oil Debt Securities, Unocal Preferred Stock, Unocal Common Stock and
Warrants to purchase Union Oil Debt Securities, Unocal Preferred Stock and
Unocal Common Stock, together with the securities registered hereunder, through
the use of the combined Prospectus included herein.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, dated August 2, 1994
UNOCAL 76
$_____________*
UNION OIL COMPANY OF CALIFORNIA
Debt Securities and Warrants to Purchase Debt Securities
With Payment of Principal, Interest and Premium, if any, Guaranteed by
Unocal Corporation
--------------------
UNOCAL CORPORATION
Common Stock, Preferred Stock and Warrants to Purchase
Common Stock and Preferred Stock
--------------------
Union Oil Company of California (the "Company") intends to offer from time
to time in one or more series debt securities consisting of unsecured
debentures, notes or other evidences of indebtedness (the "Debt Securities"). At
the option of the Company, the Debt Securities may be offered as Senior Debt
Securities ("Senior Debt Securities") and as Subordinated Debt Securities
("Subordinated Debt Securities"). Unocal Corporation ("Unocal"), the parent
company of the Company, will guarantee the payment of principal, interest and
premium, if any, on the Debt Securities. The Company and Unocal may also offer
from time to time warrants to purchase guaranteed Debt Securities ("Debt
Warrants"), which may be issued independently or together with guaranteed Debt
Securities. Unocal may offer from time to time Common Stock ("Unocal Common
Stock"), Preferred Stock ("Unocal Preferred Stock") and warrants to purchase
Unocal Common or Preferred Stock ("Equity Warrants"), which may be issued
independently or together with Unocal Common Stock or Unocal Preferred Stock.
Such Unocal Common Stock and Unocal Preferred Stock may also be issued upon
conversion or exchange of Debt Securities and such Unocal Common Stock may be
issued upon conversion of Unocal Preferred Stock. The Debt Securities, Debt
Warrants, Unocal Common Stock, Unocal Preferred Stock and Equity Warrants are
referred to collectively as the "Securities." No more than an aggregate of
$___________* public offering price of Securities, including the exercise price
of Debt Warrants and Equity Warrants, may be sold pursuant to this Prospectus.
The Securities may be sold for United States dollars, foreign currency or
currency units.
Certain specific terms of the particular Securities in respect of which
this Prospectus is being delivered will be set forth in the accompanying
Prospectus Supplement, including, where applicable, (i) in the case of Debt
Securities, the title, aggregate principal amount, authorized denominations,
maturity, interest rate (which may be fixed or variable) and time of payment of
interest, terms for redemption, terms for sinking fund payments, terms for
conversion or exchange into other Securities, currency or currencies of
denomination and payment (if other than U.S. dollars), listing on a securities
exchange and any other terms in connection with the offering and sale of the
Debt Securities in respect of which this Prospectus is delivered, as well as the
initial public offering price; (ii) in the case of Unocal Preferred Stock, the
specific title, number of shares, dividend (including the method of
calculation), seniority, liquidation, redemption, voting and other rights, terms
for any conversion or exchange into other Securities, listing on a securities
exchange, initial public offering price and any other terms; (iii) in the case
of Unocal Common Stock, the number of shares and the terms of the offering
thereof; and (iv) in the case of Debt Warrants and Equity Warrants, the
designation and number, exercise price, any listing of the Debt Warrants, Equity
Warrants or the underlying Securities on a securities exchange and any other
terms in connection with the offering, sale and exercise of the Debt Warrants
and Equity Warrants.
Debt Securities of a series may be issued in registered form, in a form
registered as to principal only, or in bearer form (with or without coupons
attached), or any combination of such forms. In addition, all or a portion of
the Debt Securities may be issued in temporary or definitive global form. Debt
Securities in bearer form are offered only outside the United States to non-
United States persons and to offices located outside the United States of
certain United States financial institutions and other exempt persons. See
"Limitations on the Issuance of Bearer Securities."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Securities will be sold directly, through agents designated from time
to time or through underwriters or dealers, which may be a group of
underwriters. The Securities may also be exchanged for outstanding securities of
the Company or Unocal or both and resold by the holder pursuant to this
Prospectus in the over-the-counter market, through negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at prices
otherwise negotiated. The terms of any such exchange and the method of resale by
the holder will be set forth in a Prospectus Supplement. If any agents of the
Company or Unocal or any dealers or underwriters are involved in the sale of the
Securities, the names of such agents, underwriters or dealers and any applicable
commissions or discounts will be set forth in a Prospectus Supplement.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THE DATE OF THIS PROSPECTUS IS ______, 1994.
- --------------------
* $1,000,000,000 plus amount remaining unsold under Registration Statement Nos.
33-38505 and 33-38505-01.
<PAGE>
AVAILABLE INFORMATION
Both Unocal and the Company are currently subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by Unocal and the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: 7 World Trade Center, 13th Floor,
New York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material may also be obtained by mail from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, such reports, proxy
statements and other information concerning Unocal may be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, 17th Floor, New York,
New York 10005, the Chicago Stock Exchange, 440 South LaSalle Street, Suite 518,
Chicago, Illinois 60605-1070 and the Pacific Stock Exchange, 115 Sansome Street,
3rd Floor, San Francisco, California 94104.
Although currently subject to certain of the reporting requirements of the
Exchange Act, the Company has submitted a request to the Commission for
confirmation that it will not object if the Company ceases to file such reports
since the reports of the Company and Unocal are substantially identical. If
such request is granted, the Company would no longer file such reports with the
Commission. Unocal reports filed thereafter would contain summarized financial
information regarding the Company.
Unocal and the Company have filed with the Commission registration
statements on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statements") under the Securities Act of 1933. This Prospectus
and the accompanying Prospectus Supplement do not contain all of the information
set forth in the Registration Statements, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statements, which may be
examined without charge at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies thereof
may be obtained from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated into
this Prospectus by reference: (i) the Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 of Unocal, as amended by Amendments Nos. 1 and 2 on
Form 10-K/A; (ii) the Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 of the Company, as amended by Amendment No. 1 on Form 10-K/A;
(iii) the Quarterly Reports on Form 10-Q for the quarter ended March 31, 1994 of
Unocal and the Company; (iv) the Current Reports on Form 8-K dated January 12,
1994, January 31, 1994, March 2, 1994, March 24, 1994, April 25, 1994, June 27,
1994, June 28, 1994, July 22, 1994 and July 25, 1994 of Unocal; and (v) the
Current Reports on Form 8-K dated March 2, 1994, June 27, 1994 and June 28, 1994
of the Company. All documents filed by Unocal and the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Securities
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Unocal and the Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated herein by
reference (not including the exhibits to such documents, unless such exhibits
are specifically incorporated by reference in such documents). Requests for
such copies should be directed to: Unocal Corporation, 1201 West Fifth Street,
Los Angeles, California 90017, Attention: Corporate Secretary, telephone (213)
977-7600.
2
<PAGE>
USE OF PROCEEDS
The proceeds received by the Company from the sale of the Debt Securities
and Debt Warrants offered hereby, will be used by the Company and its affiliates
for general corporate purposes. The proceeds received by Unocal from the sale
of the Unocal Preferred Stock, Unocal Common Stock and Equity Warrants offered
hereby will be used for general corporate purposes, which are expected to
include contributions or loans to the Company.
THE COMPANY AND UNOCAL
The Company is principally engaged in the exploration for, and the
production, transportation and sale of, crude oil and natural gas in the United
States and foreign countries; and the manufacture, purchase, transportation and
marketing of petroleum and selected chemical products. The Company is also
engaged in the exploration for, and the production and sale of, geothermal
resources. Other operations include the production and marketing of specialty
minerals, and real estate development and sales. In addition, the Company
conducts research programs in support of the above businesses.
The Company was incorporated in California in 1890 and in 1983 became a
wholly owned operating subsidiary of Unocal. As of June 30, 1994, the net
assets of the Company represented approximately 100% of the net assets of
Unocal, based on book value. The Company is a California corporation and Unocal
is a Delaware corporation, each with its principal executive office at 1201 West
Fifth Street, Los Angeles, California 90017, telephone (213) 977-7600.
3
<PAGE>
HISTORICAL CONDENSED CONSOLIDATED
SELECTED FINANCIAL INFORMATION
The following historical condensed consolidated financial information of
Unocal and its subsidiaries, including the Company, for the six months ended
June 30, 1994 and 1993 and the five years ended December 31, 1993, has been
derived from and is qualified in its entirety by the detailed financial
statements included in the documents incorporated by reference herein. See
"Incorporation of Certain Documents by Reference."
<TABLE>
<CAPTION>
SELECTED FINANCIAL INFORMATION OF UNOCAL
(Millions of dollars, except per share amounts)
Six Months Ended
June 30, Year Ended December 31,
--------------------- ------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
------ ------ ------ ------ ------ ------ ------
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues . . . . . . . . . $3,961 $4,416 $ 8,344 $10,061 $10,895 $11,808 $11,353
Earnings from continuing
operations(1) . . . . . 104 229 343 196 73 401 358
Per common share . . .35 .88 1.27 .75 .31 1.71 1.53
Net earnings . . . . . . . 104 99 213 220 73 401 260
Per common share . . .35 .34 .73 .85 .31 1.71 1.11
</TABLE>
<TABLE>
<CAPTION>
At June 30, At December 31,
--------------------- ------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
------ ------ ------ ------ ------ ------ ------
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets . . . . . . . $9,053 $8,934 $ 9,254 $ 9,452 $ 9,918 $ 9,762 $ 9,257
Long-term debt . . . . . . 3,434 3,115 3,455 3,530 4,543 4,025 3,853
Stockholders' equity . . . 3,138 3,132 3,129 3,131 2,464 2,550 2,300
<FN>
______________
(1) Earnings from continuing operations are before a loss from discontinued operations of $98 million ($.42 per common share)
in 1989 and the cumulative effect of changes in accounting principles, which consisted of a charge of $130 million ($.54
per common share) in the six months ended June 30, 1993 and the full year 1993 and a credit of $24 million ($.10 per
common share) in 1992.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
RATIOS OF UNOCAL AND THE COMPANY
(UNAUDITED)
Six Months Ended
June 30, Year Ended December 31,
--------------------- -----------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges(1)
Unocal . . . . . . . 2.0 2.9 2.5 1.7 1.4 2.0 2.1
Company . . . . . . . 2.0 2.9 2.5 1.7 1.4 2.2 2.1
Ratio of Earnings to
Combined Fixed Charges
and Preferred Stock
Dividends(1)(2)
Unocal . . . . . . . 1.7 2.6 2.2 1.6 1.4 2.0 2.1
<FN>
______________
(1) For purposes of this ratio, earnings consist of earnings from continuing operations (before discontinued operations and
the cumulative effect of changes in accounting principles) before taxes on income and fixed charges. Fixed charges consist
of interest on indebtedness and capital lease obligations, amortization of debt discount, debt premium and issuance
expense and that portion of operating lease rental expense which is representative of the interest factor (assumed to be
one-third).
(2) For purposes of this ratio, preferred stock dividends are adjusted to a pre-tax basis.
</TABLE>
5
<PAGE>
DESCRIPTION OF THE DEBT SECURITIES
Described below are certain general terms and provisions of the Debt
Securities to which a Prospectus Supplement may relate or for which Debt
Warrants may be exercisable. The particular terms of the Debt Securities and
the extent, if any, to which such general provisions may apply to a particular
series of Debt Securities ("Offered Debt Securities") will be described in the
Prospectus Supplement relating to such Offered Debt Securities.
The Senior Debt Securities will be issued under an Indenture dated as of
__________ __, 1994 (the "Senior Indenture") among the Company, Unocal and
Chemical Trust Company of California, as trustee (the "Senior Trustee"). The
Subordinated Debt Securities will be issued under a proposed indenture (the
"Subordinated Indenture") among the Company, Unocal and a trustee to be named in
any Prospectus Supplement relating to Subordinated Debt Securities (the
"Subordinated Trustee"). The Senior Indenture and the Subordinated Indenture
are referred to collectively as the "Indentures" and individually as an
"Indenture." The Senior Indenture incorporates, and the Subordinated Indenture
will incorporate, the Standard Multiple-Series Indenture Provisions, January
1991, dated as of January 2, 1991 (the "Standard Provisions"), of the Company
and Unocal, which is filed as an exhibit to the Registration Statement. Neither
of the Indentures will limit the amount of Debt Securities which may be issued
thereunder (Section 2.01). Each of the Indentures will provide that Debt
Securities of any series may be issued thereunder up to the aggregate principal
amount which may be authorized from time to time by the Company.
The following summaries of certain provisions of the Debt Securities and
the Indentures do not purport to be complete and are subject to, and qualified
in their entirety by reference to, all provisions of the Indentures, including
the definitions of certain terms used therein. Wherever particular sections of
the Indentures or terms that are defined in the Indentures are referred to
herein or in an accompanying Prospectus Supplement, it is intended that such
sections or terms will be incorporated by reference as a part of the statements
made herein or therein, and the statements are qualified in their entirety by
such reference. Unless otherwise indicated, references in this Prospectus or in
an accompanying Prospectus Supplement to particular sections of the Indentures
are to the Standard Provisions. Unless otherwise indicated, when used in this
Prospectus the term "principal" will mean principal of, and any premium on, the
Debt Securities.
GENERAL
The Debt Securities will be direct, unsecured obligations of the Company
and will be fully and unconditionally guaranteed as to payment by Unocal. The
Senior Debt Securities and the related Guarantees will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company and Unocal,
respectively, and will have a right of payment prior to any Subordinated Debt
Securities, in the case of Senior Debt Securities, and prior to the Guarantees
of Subordinated Debt Securities, in the case of the Guarantees of the Senior
Debt Securities. The indebtedness represented by the Subordinated Debt
Securities and the Guarantees of the Subordinated Debt Securities will be
subordinated in right of payment to the prior payment in full of the Senior Debt
of the Company and Unocal, respectively, as described below under
"Subordination." The Debt Securities may be issued in one or more series with
the same or various maturities at or above par or with an original issue
discount. Offered Debt Securities bearing no interest or interest at a rate
which at the time of issuance is below market rates ("Original Issue Discount
Securities") will be sold at a discount (which may be substantial) below their
stated principal amount. In the event of redemption or acceleration of the
maturity of an Original Issue Discount Security, the amount payable to the
holder of such Security upon such redemption or acceleration will be determined
in accordance with the terms of the Security, but will be an amount less than
the amount payable at the Stated Maturity of such Security.
Reference is made to the Prospectus Supplement relating to the Offered Debt
Securities for the following terms thereof:
(1) the title of the Offered Debt Securities;
(2) any limit upon the aggregate principal amount of the Offered
Debt Securities;
6
<PAGE>
(3) the percentage of their principal amount for which the Offered
Debt Securities will be issued;
(4) the date or dates on which the principal of the Offered Debt
Securities will be payable;
(5) the rate or rates (which may be fixed or variable) at which the
Offered Debt Securities will bear interest, if any, or the method by which
such rate or rates will be determined;
(6) the date or dates from which any such interest will accrue or
the method by which such date or dates will be determined;
(7) the dates on which payment of any such interest will be payable
and the record dates for such interest payment dates;
(8) the place or places where the principal of and any interest on
the Offered Debt Securities (and Coupons, if any) will be payable and the
offices or agencies of the Company maintained for such purposes and each
office or agency where the Offered Debt Securities may be presented for
registration of transfer or exchange;
(9) the period or periods within which, the price or prices at
which, and the terms and conditions upon which, the Offered Debt Securities
may be redeemed in whole or in part, at the option of the Company;
(10) the obligation of the Company, if any, to redeem, repay or
purchase, the Offered Debt Securities pursuant to any sinking fund or
analogous provision or at the option of a holder of an Offered Debt
Security and the period or periods within which, the price or prices at
which, and the terms and conditions upon which, the Offered Debt Securities
will be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;
(11) any additional restrictive covenants included for the benefit of
holders of the Offered Debt Securities;
(12) any additional Events of Default with respect to the Offered
Debt Securities;
(13) the principal amount of the Offered Debt Securities that are
Original Issue Discount Securities payable upon declaration of acceleration
of the maturity of the Offered Debt Securities;
(14) the currency or currency unit for which the Offered Debt
Securities may be purchased, the currency or currency unit in which the
payment of principal and interest on such Offered Debt Securities will be
payable, the right of the Company or the holder to elect a currency
different from that in which the Offered Debt Securities are denominated
for payments of principal and interest, and the Exchange Rate Agent, if
any;
(15) any index used to determine the amount of payments of principal
of and interest on the Offered Debt Securities;
(16) whether the Offered Debt Securities will be issued in registered
form, in a form registered only as to principal, or in bearer form, or any
combination thereof;
(17) whether and on what terms the Offered Debt Securities will be
convertible or exchangeable into shares of Unocal Preferred Stock or Unocal
Common Stock;
(18) whether any of the Offered Debt Securities will be issuable
initially as a temporary Global Security (as defined in "Form, Exchange,
Registration and Transfer") and whether any of the Offered
7
<PAGE>
Debt Securities are to be issuable as a permanent Global Security, or any
combination thereof and, if so, the Depositary (as defined in "Global
Securities") or Depositaries therefor;
(19) if a temporary Global Security is to be issued with respect to
such series, the requirements for certification of ownership by non-United
States persons that will apply prior to (a) the issuance of a definitive
Bearer Security (as defined in "Form, Exchange, Registration and Transfer")
or (b) the payment of interest on an Interest Payment Date that occurs
before the issuance of a definitive Bearer Security;
(20) the circumstances under which Offered Debt Securities may be
exchanged for Debt Securities issued in a different form;
(21) any paying agents, transfer agents, registrars or other agents
with respect to the Offered Debt Securities;
(22) whether and under what circumstances the Company will pay
additional amounts to any holder of Offered Debt Securities who is not a
United States person (as defined under "Limitations on the Issuance of
Bearer Securities") in respect of any tax, assessment or governmental
charge required to be withheld or deducted and, if so, whether the Company
will have the option to redeem rather than pay any additional amounts;
(23) whether any of the provisions described in "Certain Covenants of
Unocal," "Events of Default," "Subordination," "Conversion and Exchange,"
"Form, Exchange, Registration and Transfer," and "Defeasance" will not
apply to the Offered Debt Securities;
(24) any other terms of the Offered Debt Securities not inconsistent
with the applicable Indenture; and
(25) a discussion of certain Federal income tax considerations, if
required.
INTEREST AND FOREIGN CURRENCY
Principal and interest will be payable, and the Offered Debt Securities
will be transferable, in the manner described in the Prospectus Supplement
relating to such Offered Debt Securities.
If any of the Offered Debt Securities are sold for any foreign currency or
currency unit or if principal of or any interest on any of the Offered Debt
Securities is payable in any foreign currency or currency unit, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such Offered Debt Securities and such foreign currency or
currency unit will be specified in a Prospectus Supplement.
GUARANTEES
Under the terms of the Indentures and subject to the provisions thereof,
Unocal will fully and unconditionally guarantee to the holders from time to time
of the Debt Securities: (i) the full and prompt payment of the principal of any
Debt Securities and Coupons, if any, when and as the same become payable,
whether at the Stated Maturity thereof, by acceleration, call for redemption or
otherwise, and (ii) the full and prompt payment of any interest on any Debt
Securities and Coupons, if any, when and as the same becomes payable. The
Guarantees will remain in effect until the entire principal of and interest on
the Debt Securities has been paid in full or otherwise discharged in accordance
with the provisions of the Indentures (Section 5.01). In the event of a default
in the payment of principal of any Debt Security when and as the same becomes
payable, whether at the Stated Maturity thereof, by acceleration, call for
redemption or otherwise, or in the event of a default in any sinking fund
payment, or in the event of a default in the payment of any interest on any Debt
Security when and as the same becomes payable, the Trustee has the right to
proceed directly against Unocal without first proceeding against the Company or
exhausting any other remedies which the Trustee may have (Section 5.02).
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Any right of payment of the holders of Senior Debt Securities under the related
Guarantees will be prior to the right of payment of the holders of Subordinated
Debt Securities under the related Guarantees.
CERTAIN COVENANTS OF UNOCAL
LIMITATIONS ON LIENS. The Senior Indenture provides that neither Unocal
nor any Restricted Subsidiary will issue, assume or guarantee any indebtedness
for money borrowed ("Debt") that is secured by a Mortgage upon (i) any domestic
oil or gas property of Unocal or a Restricted Subsidiary, (ii) any principal
domestic refining or manufacturing plant of Unocal or a Restricted Subsidiary,
or (iii) shares of stock or indebtedness of any Restricted Subsidiary, unless
the Senior Debt Securities will be secured equally and ratably with or prior to
such Debt. This covenant will not apply to (a) Mortgages on property or
securities of a corporation when it becomes a Restricted Subsidiary,
(b) purchase money Mortgages, (c) Mortgages existing at the time of acquisition
of property pursuant to a merger, consolidation or purchase of substantially all
the assets of the Seller, (d) any Mortgage securing Debt owing by a Restricted
Subsidiary to Unocal or to another Restricted Subsidiary, (e) Mortgages on
particular property incurred in connection with the exploration, drilling,
development, repair, alteration or improvement of such property, (f) Mortgages
on current assets or other personal property to secure Debt maturing in not more
than one year, or extensions, renewals or replacements of Mortgages referred to
in (a) through (e). Notwithstanding the foregoing, Unocal or one or more
Restricted Subsidiaries may issue, assume or guarantee Debt secured by a
Mortgage which would otherwise be subject to the foregoing restrictions if the
aggregate amount of such Debt, together with the aggregate principal amount of
all other such Debt of Unocal and its Restricted Subsidiaries then outstanding,
does not at such time exceed 20% of the Consolidated Net Assets of Unocal
(Senior Indenture Section 5.04).
The following types of transactions, among others, will not be deemed to
create Debt secured by a Mortgage: (a) the sale or transfer of oil, oil shale,
gas or other minerals in place for a period of time until, or in an amount such
that, the transferee will realize therefrom a specified amount of money (however
determined) or a specified amount of such minerals or the sale or transfer of
any other interest in property of the character commonly referred to as a
"production payment" and (b) the placing of any Mortgage in favor of domestic or
foreign governmental bodies or agencies to secure payment, or the performance of
any other obligations, pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing or refinancing all or a part
of the purchase price or the cost of construction of the property subject to
such Mortgage (Senior Indenture Section 5.04).
The term "Mortgage" is defined as any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance (Senior Indenture Section 1.01).
The term "oil or gas property" is defined as any interest owned by Unocal
or a Restricted Subsidiary in land which in the opinion of Unocal's Board of
Directors is capable of producing crude oil, natural gas or other hydrocarbons
in paying quantities and any interest in such substances produced or to be
produced (or the proceeds thereof) from said lands, but not including
exploration or production facilities or other improvements on said lands (Senior
Indenture Section 5.04).
The term "Consolidated Net Assets" is defined as the total amount of assets
(less applicable reserves and other properly deductible items) of Unocal and its
consolidated Subsidiaries after deducting therefrom all liabilities and
liability items except Long-Term Debt, stockholders' equity and deferred income
taxes, which under generally accepted accounting principles would be included on
such consolidated balance sheet (Senior Indenture Section 1.01).
The term "Restricted Subsidiary" is defined as the Company and any other
"Subsidiary" (i) substantially all of the assets and operations of which are
located within any one or more of the States of the United States and (ii) which
has assets in excess of 2% of the total consolidated assets of Unocal and its
consolidated Subsidiaries. The term "Subsidiary" is defined as any corporation,
association, or other business entity of which Unocal, either directly or
indirectly, has either (i) the voting power to elect a majority of the directors
of such corporation or (ii) other ownership interest representing more than 50%
ownership of such entity (Senior Indenture Section 1.01).
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LIMITATIONS ON SALE AND LEASEBACK. Unocal will not, nor will it permit any
Restricted Subsidiary to, enter into any sale and leaseback arrangement (where
the lease runs for a term of more than five years) involving any domestic real
property, unless (i) Unocal or such Restricted Subsidiary is not restricted by
the above provisions from incurring Debt secured by a Mortgage on such property
or (ii) Unocal will apply within 90 days an amount equal to the greater of
(a) the fair value (as determined by the Board of Directors of Unocal) of such
property or (b) the proceeds of the sale of such property, to the retirement
(other than any mandatory retirement) of Long-Term Debt of Unocal or a
Restricted Subsidiary (other than Debt owned by Unocal or a Restricted
Subsidiary and Debt subordinated to the Senior Debt Securities) (Senior
Indenture Section 5.05). The foregoing limitations will not apply to any sale
and leaseback between Unocal and any of its Restricted Subsidiaries or between
any of its Restricted Subsidiaries.
RESTRICTIONS ON MERGER AND SALE OF ASSETS. Neither the Company nor Unocal
may consolidate with or merge into any other corporation, or transfer its
properties as an entirety or substantially as an entirety to any person, unless
(i) the person (if other than the Company or Unocal) formed by or resulting from
any such consolidation or merger or which has received the transfer of such
property and assets will be a corporation organized under the laws of the United
States or any state or territory thereof or the District of Columbia and will
assume payment of the principal of, and interest on, the Debt Securities and the
performance and observance of the Indentures and (ii) immediately after the
consolidation, merger, sale or conveyance, the surviving corporation or the
corporation to which the sale or conveyance was made will not be in default
under either Indenture (Section 12.01).
EVENTS OF DEFAULT
The Senior Indenture defines, and the Subordinated Indenture will define,
an Event of Default with respect to any series of Debt Securities as being any
one of the following events: (i) default in the payment of any interest on any
Debt Security of that series when due, continued for 30 days after written
notice has been given by the Trustee to the Company or Unocal or by a holder to
the Company and the Trustee, (ii) default in the payment of the principal of a
Debt Security of that series when due, (iii) default in the deposit of any
sinking fund payment when and as due by the terms of a Debt Security of such
series, continued for 30 days after written notice has been given by the Trustee
to the Company or Unocal or by a holder to the Company and the Trustee,
(iv) default in any material respect in the performance in any other of the
Company's or Unocal's material covenants in the applicable Indenture (other than
a covenant included in such Indenture solely for the benefit of another series
of Debt Securities), continued for 90 days after written notice has been given
by the Trustee to the Company or Unocal or by holders of at least 25% in
principal amount of the Outstanding Debt Securities of such series to the
Company and the Trustee, (v) a default resulting in acceleration of any other
indebtedness for borrowed money, in an aggregate principal amount exceeding
$50,000,000, of the Company or Unocal under the terms of the instrument or
instruments under which such indebtedness is issued or secured, unless such
acceleration is annulled, or such indebtedness is discharged, or there is
deposited in trust a sum of money sufficient to discharge such indebtedness,
within 20 days after written notice has been given by the Trustee to the Company
and Unocal or by holders of at least 25% in principal amount of the Outstanding
Debt Securities of such series to the Company, Unocal and the Trustee, and
(vi) certain events of bankruptcy, insolvency or reorganization (Section 7.01).
No holder of any Debt Security of a series will have any right to institute
any proceeding with respect to the applicable Indenture or for any remedy
thereunder, unless such holder previously has given to the Trustee written
notice of an Event of Default with respect to such series and unless the holders
of at least 25% in aggregate principal amount of the Debt Securities of that
series at the time outstanding have made written request upon the Trustee, and
have offered reasonable security or indemnity, to institute such proceeding as
trustee under such Indenture, and the Trustee for 60 days shall have failed to
institute such proceeding. However, the right of any holder of any Debt
Security to institute suit for enforcement of any payment of principal of and
interest on such Debt Security on or after the due date expressed in such Debt
Security may not be impaired or affected without such holder's consent (Section
7.04).
The holders of a majority in principal amount of Debt Securities of any
series at the time outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee
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or exercising any trust or power conferred on the Trustee with respect to Debt
Securities of that series, provided that such holders have offered reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by the Trustee in compliance with any such direction and subject to
certain other restrictions (Sections 7.06 and 8.02(d)).
Unocal and the Company will be required to furnish to the Trustee within
120 days after the end of each fiscal year a statement as to their respective
compliance with all conditions and covenants under the Indentures (Sections 4.06
and 5.07).
MANDATORY PREPAYMENT
The provisions of each of (i) the $1,400,000,000 Credit and Guarantee
Agreement, dated as of December 12, 1991, as amended as of July 5, 1994, among
the Company and Unocal Canada Limited, as borrowers, Unocal, as guarantor, and a
syndicate of banks, (ii) the $45,000,000 Credit and Guarantee Agreement, dated
as of April 19, 1993, among Unocal Netherlands B.V., as borrower, the Company,
Unocal, and others, as guarantors, and The Bank of Nova Scotia, as agent, and
(iii) the $250,000,000 Credit and Guarantee Agreement, dated as of December 15,
1993, among Unocal Thailand, Ltd.-Thailand Branch, as borrower, the Company and
Unocal, as guarantors, and a syndicate of banks, provide for the termination of
the loan commitments thereunder and require the prepayment of all outstanding
loans and all other amounts owing thereunder in the event (a) any person or
group becomes the beneficial owner of more than 30% of the then outstanding
voting stock of Unocal, otherwise than in a transaction having the approval of
the Board of Directors of Unocal, at least a majority of which are continuing
directors, or (b) continuing directors shall cease to constitute at least a
majority of the Board of Directors of Unocal. The Company or Unocal may include
similar or different mandatory prepayment provisions in other borrowing
instruments including, without limitation, Debt Securities issued in the future.
There can be no assurance that the Company will have the funds available to
prepay such amounts if required to do so under any of these mandatory prepayment
provisions.
SUBORDINATION
The indebtedness represented by the Subordinated Debt Securities and the
Guarantees of Subordinated Debt Securities will be subordinate and junior in
right of payment to the prior payment in full of all Senior Debt of the Company
or Unocal, as the case may be, whether outstanding on the date of the
Subordinated Indenture or thereafter incurred. "Senior Debt" is defined as
(i) all indebtedness of the Company or Unocal, as the case may be, for borrowed
money, (ii) all indebtedness for borrowed money of others guaranteed by the
Company or Unocal and (iii) any obligation of the Company or Unocal under any
interest rate or currency swap agreement, in each case whether outstanding on
the date of the Indenture or incurred thereafter that is not by its terms
subordinate and junior in right of payment to any other indebtedness of the
Company or Unocal, as the case may be, and, in the case of the Company, includes
all indebtedness at any time evidenced by Senior Debt Securities (Subordinated
Indenture Section 16.09).
In the event (i) of any liquidation, dissolution or other winding up of the
Company or Unocal, or of any receivership, insolvency, bankruptcy, readjustment,
reorganization or other similar proceedings relative to the Company or Unocal or
their respective property, all principal of and any interest due on all Senior
Debt will be paid in full, or provided for, before any principal, sinking fund,
if any, or interest payment is made on the Subordinated Debt Securities, in the
case of the Company, or the Guarantees of Subordinated Debt Securities, in the
case of Unocal, or (ii) that the Subordinated Debt Securities are declared due
and payable because of the occurrence of an Event of Default (under
circumstances such that the preceding clause (i) will not be applicable), the
holders of the Subordinated Debt Securities will be entitled to payment only
after all principal of and any interest due on the Senior Debt has been paid or
has been provided for (Subordinated Indenture Section 16.01).
By reason of such subordination, creditors of the Company who are holders
of Senior Debt Securities may recover more, ratably, than holders of
Subordinated Debt Securities.
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CONVERSION AND EXCHANGE
The terms, if any, on which Offered Debt Securities are convertible into or
exchangeable for Unocal Preferred Stock or Unocal Common Stock will be set forth
in the Prospectus Supplement relating thereto. Such terms may include
provisions for conversion or exchange, either mandatory, at the option of the
holder or at the option of the Company.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
The Debt Securities may be issued in fully registered form without coupons,
in a form registered as to principal only with or without bearer coupons
("Registered Securities") or in bearer form with or without coupons ("Bearer
Securities") or any combination thereof. Debt Securities may also be issued in
whole or in part, in the form of one or more temporary or permanent global
securities (each a "Global Security"). Unless otherwise specified in the
applicable Prospectus Supplement relating to the Offered Debt Securities, the
Debt Securities will be only Registered Securities. The Debt Securities
denominated in United States Dollars will be issued, unless otherwise set forth
in the applicable Prospectus Supplement relating to the Offered Debt Securities,
in denominations of $1,000 for Registered Securities and in denominations of
$5,000 for Bearer Securities, and in any integral multiple of such denominations
(Section 2.02). See, however, "Limitations on the Issuance of Bearer
Securities" below. One or more Global Securities will be issued in a
denomination or aggregate denominations equal to the aggregate principal amount
of Outstanding Debt Securities of the series to be represented by such Global
Security or Securities. The Prospectus Supplement relating to a series of Debt
Securities denominated in a foreign or composite currency will specify the
denomination thereof.
Registered Securities of any series (other than a Global Security, except
as set forth below) will be exchangeable for other Registered Securities of the
same series and of a like aggregate principal amount and tenor of different
authorized denominations. In addition, if Debt Securities of any series are
issuable as both Registered Securities and Bearer Securities, at the written
request of the holder, and subject to the terms of the applicable Indenture,
Bearer Securities (with all unmatured coupons, except as provided below, and all
mature coupons in default) of such series will be exchangeable into Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. No Bearer Securities will be delivered in
the United States. Bearer Securities with coupons appertaining thereto
surrendered in exchange for Registered Securities between a Regular Record Date,
or, in certain circumstances a Special Record Date, and the relevant date for
payment of interest must be surrendered without the coupon relating to such date
for payment of interest and such interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the holder of such coupon when due in accordance with the terms
of the applicable Indenture. Unless otherwise stated in a Prospectus
Supplement, Registered Securities will not be exchangeable into Bearer
Securities. If a holder elects to receive a definitive Bearer Security, rather
than hold an interest in a permanent global Bearer Security, then, at the option
of the Company, such holder must pay to the Company a service charge and a
proportionate share of the cost of printing such definitive Bearer Security
(Section 2.05).
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer endorsed thereon duly
executed), at the office of the Security Registrar or at the office of any
transfer agent designated by the Company for such purpose with respect to any
series of Debt Securities and specified in the applicable Prospectus Supplement,
upon payment of any required service charges and taxes and other governmental
charges. The holders of the Debt Securities will be required to pay all service
charges for the exchange or transfer of any Debt Security, except the Company
shall pay for such service charges (i) for the transfer from a temporary global
Debt Security to any other form of Debt Security, (ii) if the Debt Securities
are listed on a stock exchange that requires the issuer to pay such charges as a
condition to listing or (iii) if the applicable Prospectus Supplement otherwise
specifies. Such transfer or exchange will be effected once the Security
Registrar or such transfer agent, as the case may be, is satisfied with the
document of title and identity of the person making the request. Bearer
Securities will be transferable by delivery.
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The Company has appointed the Senior Trustee under the Senior Indenture,
and will appoint the Subordinated Trustee under the Subordinated Indenture, as
Security Registrar (Section 2.05). At the date of this Prospectus, the
Corporate Trust Office of the Senior Trustee is located at 300 South Grand
Avenue, 4th Floor, Los Angeles, California 90071. If the identity or address of
the Senior Trustee changes, the corrected information will appear in the
applicable Prospectus Supplement, as appropriate. The identity and address of
the Subordinated Trustee will appear in the applicable Prospectus Supplement.
If the applicable Prospectus Supplement specifies any transfer agents in
addition to the Security Registrar with respect to any series of Debt
Securities, the Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent acts, except that, if Debt Securities of a series are issuable
only as Registered Securities, the Company will be required to maintain a
transfer agent in each Place of Payment for such series and, if Debt Securities
of a series are issuable as Bearer Securities, the Company will be required to
maintain (in addition to the Security Registrar) a transfer agent in a Place of
Payment for such series located outside the United States. The Company may at
any time designate additional transfer agents with respect to any series of Debt
Securities (Section 4.02).
In the event of any redemption in part, the Company shall not be required
to: (i) issue, register the transfer or exchange of Debt Securities of any
series during a period beginning at the opening of 15 Business Days before any
selection of Debt Securities of that series to be redeemed and ending at the
close of business on (a) the day of mailing of the relevant notice of
redemption, if Debt Securities of the series are issuable only as Registered
Securities, (b) the day of the first publication of the relevant notice of
redemption, if Debt Securities of the series are issuable only as Bearer
Securities, or (c) the day of mailing of the relevant notice of redemption, if
Debt Securities of the series are issuable as Registered Securities and Bearer
Securities and there is no publication; (ii) register the transfer or exchange
of any Registered Security, or portion thereof, called for redemption, except
the unredeemed portion of any Registered Security being redeemed in part; or
(iii) exchange any Bearer Security called for redemption, except to exchange
such Bearer Security for a Registered Security of that series and like tenor
which is simultaneously surrendered for redemption (Section 2.05).
PAYMENT AND PAYING AGENTS
Payment of principal of, and any interest on, Registered Securities, unless
otherwise specified in the applicable Prospectus Supplement, will be made at the
office of the Paying Agent or Paying Agents as the Company may designate from
time to time, except that at the option of the Company payment of any interest
may be made by check mailed to the address of the person entitled thereto as
such address shall appear in the Security Register (Section 2.11). Payment of
any installment of interest on Registered Securities will be made to the person
in whose name such Registered Security is registered at the close of business on
the Regular Record Date for such interest (Section 2.09), except as otherwise
specified in the applicable Prospectus Supplement.
Payment of principal of, and any interest on, Bearer Securities will be
payable in United States dollars, unless a different currency is designated in
the applicable Prospectus Supplement, subject to any applicable laws and
regulations, at the offices of such Paying Agents outside the United States as
the Company may designate from time to time. Payment of interest on Bearer
Securities with coupons appertaining thereto on any Interest Payment Date will
be made only against surrender of the coupon relating to such Interest Payment
Date, unless otherwise indicated in the applicable Prospectus Supplement
(Sections 2.11 and 4.02). No payment with respect to any Bearer Security will
be made at the Corporate Trust Office of the Trustee or any office or agency of
the Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained in the United States.
Notwithstanding the foregoing, payments of principal of, and any interest on,
Bearer Securities denominated and payable in United States Dollars will be made
at the office of the Company's Paying Agent in New York City, if (but only if)
payment of the full amount thereof in United States Dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions (Section 4.02).
The Company has designated the New York City Corporate Trust Office of the
Senior Trustee, and will designate the New York City Corporate Trust Office of
the Subordinated Trustee, as the sole Paying Agent for payments with respect to
Offered Debt Securities that are issuable as Registered Securities, and as the
Paying Agent in New York City for payments with respect to Offered Debt
Securities (subject to the limitations described
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above in the case of Bearer Securities) that are issuable solely as Bearer
Securities or as both Registered Securities and Bearer Securities. Any Paying
Agents outside the United States and any other Paying Agents in the United
States initially designated by the Company for the Offered Debt Securities will
be named in the applicable Prospectus Supplement. The Company may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts.
However, the Company will be required to maintain a Paying Agent in each Place
of Payment for Debt Securities of each series that is issuable solely as
Registered Securities, and the Company will be required to maintain for each
series of Bearer Securities a Paying Agent (i) in New York City for payments
with respect to any Registered Securities of the series (and for payments with
respect to Bearer Securities of the series in the circumstances described above,
but not otherwise), (ii) in a place of payment located outside the United States
where Debt Securities of such series and any coupons appertaining thereto may be
presented and surrendered for payment; and (iii) each place outside the United
States required by any stock exchange on which Debt Securities of such series
are listed (Section 4.02).
All monies paid by the Company to a Paying Agent for the payment of
principal of, and any interest on, any Debt Securities that remain unclaimed at
the end of two years after such principal or interest has become due and payable
will be repaid to the Company and the holder of such Debt Security or any coupon
appertaining thereto will thereafter look only to the Company or Unocal for
payment thereof (Section 13.05).
GLOBAL SECURITIES
The Offered Debt Securities may be issued in whole or in part in the form
of one or more Global Securities that will be deposited with, or on behalf of, a
depositary (the "Depositary") identified in the applicable Prospectus
Supplement. Global Securities may be issued in either registered or bearer form
and in either temporary or definitive form. Unless and until it is exchanged in
whole or in part for Debt Securities in definitive form, a Global Security may
not be transferred except as a whole by the Depositary for such Global Security
to a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor of such Depositary or a nominee of such successor
(Sections 2.03 and 2.05).
The specific terms of the depositary arrangement with respect to any
Offered Debt Securities will be described in the applicable Prospectus
Supplement. The Company anticipates that the following provisions will apply to
all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of institutions that have accounts with such Depositary
("Participants"). The accounts to be credited shall be designated by the
underwriters of such Debt Securities, by certain agents of the Company or by the
Company, if such Debt Securities are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Security will be limited to
Participants or persons that may hold interests through Participants. Ownership
of beneficial interests in such Global Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the Depositary for such Global Security or by Participants or by persons that
hold through Participants. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such ownership limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture
governing such Debt Securities. Except as set forth below, owners of beneficial
interests in a Global Security will not be entitled to have Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities of
such series in definitive form and will not be considered the owners or holders
thereof under the Indenture governing such Debt Securities.
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Subject to the restrictions discussed under "Limitations on the Issuance of
Bearer Securities" below, principal and interest payments on Debt Securities
registered in the name of or held by a Depositary or its nominee will be made to
the Depositary or its nominee, as the case may be, as the registered owner or
the holder of the Global Security representing such Debt Securities. None of
the Company, Unocal, the Trustee for such Debt Securities, any paying agent or
the Security Registrar for such Debt Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security for such Debt Securities
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
The Company expects that the Depositary for Debt Securities of a series,
upon receipt of any payment of principal or interest in respect of a definitive
Global Security, will immediately credit Participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of such Depositary. The
Company also expects that payments by Participants to owners of beneficial
interests in such Global Security held through such Participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such participants.
If a Depositary for Debt Securities of a series is at any time unwilling or
unable to continue as Depositary and a successor Depositary is not appointed by
the Company within 90 days, the Company and Unocal will issue Debt Securities of
such series in definitive form in exchange for the Global Security or Securities
representing the Debt Securities of such series. In addition, the Company may
at any time and in its sole discretion determine not to have any Debt Securities
of a series represented by one or more Global Securities and, in such event,
will issue Debt Securities of such series in definitive form in exchange for the
Global Security or Securities representing such Debt Securities. Further, an
owner of a beneficial interest in a Global Security representing Debt Securities
of such series may, under certain circumstances and on terms acceptable to the
Company and the Depositary for such Global Security, receive Debt Securities of
such series in definitive form. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
definitive form of Debt Securities of the series represented by such Global
Security equal in principal amount to such beneficial interest and to have such
Debt Securities registered in its name (if the Debt Securities of such series
are issuable as Registered Securities). Unless otherwise specified by the
Company, Debt Securities of such series so issued in definitive form will be
issued (a) as Registered Securities in denominations of $1,000 and integral
multiples thereof, if the Debt Securities of such series are issuable as
Registered Securities; (b) as Bearer Securities in the denominations of $5,000,
if the Debt Securities of such series are issuable as Bearer Securities or
(c) as either Registered or Bearer Securities in such denominations, if the Debt
Securities of such series are issuable in either form (Section 2.05). See,
however, "Limitations on the Issuance of Bearer Securities" below for a
description of certain restrictions on the issuance of a Bearer Security in
definitive form in exchange for an interest in a Global Security.
MEETINGS, MODIFICATION AND WAIVER
MODIFICATION OF INDENTURES. The Senior Indenture provides, and the
Subordinated Indenture will provide, that the Company, Unocal and the Trustee
thereunder may, without the consent of any holders of Debt Securities, enter
into supplemental indentures for the purposes, among other things, of adding to
the Company's or Unocal's covenants, adding additional Events of Default,
establishing the form or terms of Debt Securities or curing ambiguities or
inconsistencies in such Indenture or making other provisions; provided such
action shall not adversely affect the interests of the holders of any series of
Debt Securities in any material respect (Section 11.01). In addition,
modifications and amendments of each Indenture may be made by the Company and
Unocal and the Trustee with the consent of the holders of not less than a
majority in aggregate principal amount of the Debt Securities then outstanding
of each series affected by such modification or amendment; provided, however,
that no such modification or amendment may, without the consent of the holder of
each Debt Security then outstanding that is affected thereby, (a) change the
Stated Maturity of the principal of, or any installment of principal of or
interest on any Debt Security, (b) reduce the principal amount of or interest on
any Debt Security, (c) change any obligation to pay additional amounts,
(d) reduce the amount of principal of an Original Issue Discount Security
payable upon acceleration of the Maturity thereof, (e) change the Place of
Payment or the currency or currency unit in which any Debt Security or interest
thereon is payable, (f) impair the right to institute suit for the enforcement
of any payment on or with respect to any Debt Security, (g) reduce the
percentage in principal
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amount of Debt Securities then outstanding of any series, the consent of whose
holders is required for modification or amendment of the applicable Indenture or
for any waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults, (h) change any obligation of the Company to maintain
an office or agency in the places and for the purposes required by an Indenture,
(i) if the Debt Securities are convertible into any other security of the
Company or Unocal, make any change that would materially adversely affect the
right to convert such Debt Securities, or (j) modify any of the above
provisions. If the Debt Securities of any series are issuable upon the exercise
of Debt Warrants, then each holder of a Debt Warrant with respect to such series
shall be treated as a holder of such Debt Securities in the amount issuable upon
exercise of such Debt Warrant for purposes of voting under Section 11.02 of the
Indenture (Sections 9.04 and 11.02).
WAIVER OF DEFAULT. The holders of a majority in aggregate principal amount
of the Debt Securities then outstanding of each series may, on behalf of the
holders of all the Debt Securities of that series, waive, insofar as that series
is concerned, compliance by Unocal with certain restrictive provisions of the
applicable Indenture (Section 5.11). The holders of a majority in aggregate
principal amount of the Debt Securities then outstanding of each series may, on
behalf of all holders of Debt Securities of that series and any coupons
appertaining thereto, waive any past default under the Indenture with respect to
Debt Securities of that series, except a default (a) in the payment of principal
of or any interest on any Debt Security of such series and (b) in respect of a
covenant or provision of the Indenture which cannot be modified or amended
without the consent of the holder of each Debt Security then outstanding of such
series affected (Section 7.06).
CALCULATING OUTSTANDING PRINCIPAL. The Senior Indenture provides, and the
Subordinated Indenture will provide, that in determining whether the holders of
the requisite principal amount of the Debt Securities that are outstanding have
given any request, demand, authorization, direction, notice, consent or waiver
thereunder or are present at a meeting of holders of Debt Securities for quorum
purposes, (i) the principal amount of an Original Issue Discount Security that
will be deemed to be outstanding will be the amount of the principal thereof
that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof, and (ii) the principal amount of a Debt
Security denominated in a foreign currency or currency unit will be deemed to be
that amount of United States dollars that could be obtained for such principal
amount on the basis of the spot rate of exchange for such foreign currency or
currency unit as determined by the Company or an Exchange Rate Agent up to ten
days before the date of the action by the holders (Section 9.04).
MEETINGS AND VOTING. The Senior Indenture contains, and the Subordinated
Indenture will contain, a provision for convening meetings of the holders of
Debt Securities of a series, including Debt Securities issuable as Bearer
Securities (Section 10.01). A meeting may be called at any time by the Trustee,
and upon request, by the Company, Unocal or the holders of at least 25% in
principal amount of the Debt Securities then outstanding of such series, in any
such case upon notice given in accordance with "Notices" below (Sections 10.02
and 10.03). Except as described above under "Modifications of Indentures" and
"Waiver of Default," a resolution presented at a meeting or reconvened meeting
at which a quorum of the holders of Debt Securities then outstanding of the
applicable series is present may be adopted by the affirmative vote of the
lesser of (i) the holders of a majority in principal amount of the Debt
Securities then outstanding of such series, or (ii) the holders of 66-2/3% in
principal amount of the Debt Securities then outstanding of such series
represented and voting at the meeting; provided, however, that if any consent,
waiver, or other action which the applicable Indenture expressly provides may be
made, given or taken by the holders of a specified percentage, which is less
than a majority of the principal amount of the Debt Securities then outstanding
of a series, such action may be adopted at a meeting or reconvened meeting at
which a quorum is present by the affirmative vote of the lesser of (a) the
holders of such specified percentage in principal amount of the Debt Securities
then outstanding of that series or (b) a majority in principal amount of Debt
Securities then outstanding of such series represented and voting at the
meeting. Any resolution passed or decision taken at any meeting of holders of
Debt Securities of any series duly held in accordance with the Indenture will be
binding on all holders of Debt Securities of that series and the related coupons
whether or not present or represented at the meeting.
The quorum at a meeting of the holders of a series of Debt Securities will
be persons holding or representing a majority in principal amount of the Debt
Securities then outstanding of a series, unless otherwise specified in a
Prospectus Supplement (Section 10.08).
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The record date for purposes of determining the identity of holders
entitled to vote regarding, or consent to, actions by the Trustee and certain
waivers will be the later of (i) thirty (30) days prior to the first
solicitation of such consent or (ii) the date of the most recent list of holders
of securities furnished to the Trustee prior to such solicitation.
NOTICES
Except as otherwise provided in the applicable Indenture, notices to
holders of Bearer Securities will be given by publication at least once in a
newspaper published on a Business Day in New York City and London and in such
other city or cities as may be required with respect to such Bearer Securities
and will be mailed to such persons whose names and addresses were previously
filed with the Trustee under the applicable Indenture, within the time
prescribed for the giving of such notice. Notices to holders of Registered
Securities will be given by mail to the address of such holders as they appear
in the Security Register (Section 1.04).
TITLE
Title to any Bearer Securities (including Bearer Securities in permanent
global bearer form) and any coupons appertaining thereto will pass by delivery.
The Company, Unocal, the appropriate Trustee and any agent of the Company or
such Trustee may treat the bearer of any Bearer Securities, the bearer of any
coupon and the registered owner of any Registered Security as the absolute owner
thereof (whether or not such Debt Security or coupon is overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all the other purposes (Section 2.07).
DEFEASANCE
Unless otherwise indicated in the applicable Prospectus Supplement, the
obligations of the Company and Unocal with respect to the payment of the
principal of and interest on the Offered Debt Securities and their respective
obligations under Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.08, 5.09, 5.11, 12.01
and 12.02 of the Indenture will be terminated if: (i) the Company irrevocably
deposits or causes to be deposited with the appropriate Trustee, under the terms
of an escrow trust agreement in form and substance satisfactory to the
appropriate Trustee, as trust funds pledged as security for, and dedicated
solely to, the benefit of the holders of the Offered Debt Securities, (a) money
or (b) in the case of Offered Debt Securities and coupons denominated in United
States Dollars, U.S. Government Obligations (as defined in Section 13.04), and
in the case of Debt Securities and coupons denominated in a foreign currency,
Foreign Government Securities (as defined in Section 13.04), which through the
payment of interest thereon and principal thereof in accordance with their terms
will provide money or (c) a combination of (a) and (b), in each case in an
amount sufficient to pay in the currency or currency unit in which the Offered
Debt Securities are payable all the principal of and interest on the Offered
Debt Securities on the dates such payments are due in accordance with the terms
of the Offered Debt Securities; and (ii) the Company furnishes to the
appropriate Trustee a ruling by the Internal Revenue Service, in form and
substance satisfactory to such Trustee, or an Opinion of Counsel, in form and
substance satisfactory to the appropriate Trustee, to the effect, in either
case, that the holders of such Offered Debt Securities (a) will not recognize
income, gain or loss for Federal income tax purposes as a result of the
Company's exercise of the defeasance provisions of the Indenture and (b) will be
subject to Federal income tax in the same amount, in the same manner and at the
same time as would have been the case if the Company had not exercised its
defeasance rights under the Indenture (Section 13.03).
THE TRUSTEES
A Trustee may resign or be removed with respect to one or more series of
Debt Securities and a successor Trustee may be appointed by the Company to act
with respect to such series (Section 8.10). In the event that two or more
Persons are acting as Trustee with respect to different series of Debt
Securities under one of the Indentures, each such Trustee will be deemed to be a
Trustee of a trust under the applicable Indenture, separate and apart from the
trust administered by any other such Trustee, and any action described herein to
be taken by the "Trustee" may then be taken by each such Trustee with respect
to, and only with respect to, the one or more series of Debt Securities for
which it is Trustee (Section 8.11).
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The initial Senior Trustee is Chemical Trust Company of California, Los
Angeles, California. The identity of the initial Subordinated Trustee has yet
to be determined. Chemical Bank, an affiliate of the Senior Trustee, is a
lending bank and one of the agents under the $1,400,000,000 Credit and Guarantee
Agreement, as amended, referred to above under "Mandatory Prepayment" and the
Company maintains various accounts and conducts other normal banking
transactions with Chemical Bank. The Senior Trustee is the transfer agent and
registrar for the Unocal Common Stock and $3.50 Convertible Preferred Stock and
is the Rights Agent under the Rights Agreement, dated as of January 29, 1990,
referred to below under "Description of the Common Stock-Rights to Purchase
Series A Preferred Stock." Chemical Bank is the administrator of the Unocal
Dividend Reinvestment and Common Stock Purchase Plan. Unocal and the Company may
in the future maintain other banking relationships with the Senior Trustee and
Chemical Bank in the ordinary course of business and may do the same with the
Subordinated Trustee.
GOVERNING LAW
The Indentures, the Debt Securities, the Guarantees, and the coupons will
be governed by, and construed in accordance with, the laws of the State of New
York (Section 15.05).
DESCRIPTION OF THE PREFERRED STOCK
The following description of Unocal Preferred Stock sets forth certain
general terms and provisions of the series of Unocal Preferred Stock to which
any Prospectus Supplement may relate. The specific terms of an offered series
of Unocal Preferred Stock will be described in the Prospectus Supplement
relating to such series. If so indicated in the Prospectus Supplement relating
thereto, the terms of any such series of Unocal Preferred Stock may differ from
the terms set forth below. The description of Unocal Preferred Stock set forth
below and the description of the terms of an offered series of Unocal Preferred
Stock set forth in the Prospectus Supplement relating thereto do not purport to
be complete and are qualified in their entirety by reference to Unocal's
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
and the Certificate of Designations relating to such offered series of Unocal
Preferred Stock, which will be filed with the Commission and incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part at or prior to the time of the sale of such offered series.
Under Unocal's Certificate of Incorporation, Unocal's Board of Directors is
authorized, without further stockholder action, to provide for the issuance of
up to 100,000,000 shares of preferred stock, $0.10 par value per share, in one
or more series, with or without voting powers, and with such designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions, as the Board of Directors shall
determine. As of the date of this Prospectus, Unocal has outstanding 10,250,000
shares of $3.50 Convertible Preferred Stock ("$3.50 Preferred Stock"). So long
as any shares of $3.50 Preferred Stock are outstanding, the preferences,
privileges and voting powers, if any, of the shares of Unocal Preferred Stock of
any series, and the restrictions or qualifications thereof, shall be subject to
the preferences, privileges and voting powers, if any, of the shares of $3.50
Preferred Stock. See "-Description of Outstanding Preferred Stock." In
addition, Unocal has reserved for issuance and designated 3,000,000 shares of
preferred stock as Series A Junior Participating Cumulative Preferred Stock in
connection with the Rights Plan described below under "Description of the Common
Stock - Rights to Purchase Series A Preferred Stock."
GENERAL
The applicable Prospectus Supplement will set forth the following specific
terms regarding the series of Unocal Preferred Stock offered thereby: (i) the
designation, number of shares and liquidation preference per share; (ii) the
initial public offering price; (iii) the dividend rate or rates, if any, or the
method of determining the dividend rate or rates; (iv) the index, if any, upon
which the amount of dividends is to be determined; (v) the dates on which
dividends will accrue and be payable and the designated record dates for
determining the holders entitled to such dividends; (vi) any redemption or
sinking fund provisions; (vii) any conversion or exchange provisions; (viii) any
provisions for the issuance of global securities; (ix) the currency (which may
be composite currency) in which liquidation preferences, redemption prices and
dividends shall be payable, if other than United
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States dollars; (x) voting rights, if different from those described under
"-Voting Rights"; and (xi) any additional terms, preferences or rights.
The shares of Unocal Preferred Stock will, when issued, be fully paid and
nonassessable and will have no preemptive rights.
The transfer agent, registrar, dividend disbursing agent, redemption agent
and, if applicable, conversion agent for the offered series of Unocal Preferred
Stock will be specified in the applicable Prospectus Supplement relating
thereto.
DIVIDENDS
The holders of the Unocal Preferred Stock of each series will be entitled
to receive, when, as and if declared by the Board of Directors of Unocal, out of
funds legally available therefor, cumulative or non-cumulative cash or other
dividends at such rate or rates and on such dates as will be set forth in the
applicable Prospectus Supplement. Such rates may be fixed or variable or both.
If variable, the formula used for determining the dividend rate for each
dividend period will be set forth in the Prospectus Supplement. Dividends will
be payable to the holders of record as they appear on the stock register of
Unocal on such record dates, not more than sixty (60) days nor less than ten
(10) days preceding the payment dates thereof, as will be fixed by the Board of
Directors of Unocal. If the Board of Directors of Unocal fails to declare a
dividend payable on a dividend payment date on any series of Unocal Preferred
Stock for which dividends are noncumulative ("Noncumulative Preferred Stock"),
then the holders of such series of Noncumulative Preferred Stock will have no
right to receive a dividend in respect of the dividend period ending on such
dividend payment date, and Unocal will have no obligation to pay a dividend for
such period, whether or not dividends on such series are declared payable on any
future dividend payment dates. Dividends payable on any series of Unocal
Preferred Stock for any period less than a full dividend period will be computed
on the basis of a 360-day year consisting of twelve 30-day months.
If the offered series of Unocal Preferred Stock ranks junior to or on a
parity with the $3.50 Preferred Stock as to dividends, no full dividends may be
declared or paid or set apart for payment on such offered series of Unocal
Preferred Stock for any period unless full cumulative dividends have been or
contemporaneously are declared and paid, or declared and a sum sufficient for
the payment thereof set apart for such payment, on the $3.50 Preferred Stock for
all dividend payment periods terminating on or prior to the date of the payment
of such full cumulative dividends. If the offered series of Unocal Preferred
Stock ranks on a parity with the $3.50 Preferred Stock and dividends are not
paid in full on the $3.50 Preferred Stock, then all dividends declared upon all
outstanding shares of $3.50 Preferred Stock and shares of such offered series of
Unocal Preferred Stock will be declared pro rata so that the amounts of
dividends declared per share on the $3.50 Preferred Stock and such offered
series of Unocal Preferred Stock will in all cases bear to each other the same
ratio that accrued and unpaid dividends per share on the shares of $3.50
Preferred Stock and such offered Unocal Preferred Stock bear to each other.
If the offered series of Unocal Preferred Stock ranks junior to or on a
parity with the $3.50 Preferred Stock, then unless full cumulative dividends on
all outstanding shares of $3.50 Preferred Stock have been paid or declared and
set aside for payment for all past dividend payment periods, no dividend or
distribution (other than a dividend or distribution in Unocal Common Stock or in
any other capital stock of Unocal ranking junior to the $3.50 Preferred Stock as
to dividends and upon liquidation and other than as provided in the preceding
paragraph) may be declared or paid or set apart for payment on the offered
series of Unocal Preferred Stock nor may the offered series of Unocal Preferred
Stock be redeemed, purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of any
shares of any such stock) by Unocal (except by conversion into or exchange for
capital stock of Unocal ranking junior to the $3.50 Preferred Stock as to
dividends and upon liquidation). These restrictions will not prevent Unocal
from making contributions to, or purchasing capital stock in connection with,
its employee benefit plans and dividend reinvestment plan or from redeeming
rights pursuant to its Rights Plan, described below under "Description of the
Common Stock-Rights to Purchase Series A Preferred Stock."
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REDEMPTION
The offered series of Unocal Preferred Stock may be redeemable at the
option of Unocal and may be subject to mandatory redemption pursuant to a
sinking fund or otherwise, in each case upon the terms, on the date or dates and
at the redemption price or prices set forth in the applicable Prospectus
Supplement. If fewer than all shares of the offered series of Unocal Preferred
Stock are to be redeemed, the shares to be redeemed will be selected by Unocal
pro rata or by lot, by any other method determined by the Board of Directors to
be equitable, or by any method set forth in the applicable Prospectus
Supplement.
If any dividends on shares of the offered series of Unocal Preferred Stock
are in arrears, no shares of Unocal Common Stock or shares of capital stock
ranking junior to or on parity with the offered series of Unocal Preferred Stock
may be redeemed and no shares of such offered series of Unocal Preferred Stock
may be redeemed unless all outstanding shares of such series are simultaneously
redeemed, and Unocal may not purchase or otherwise acquire any shares of such
series; provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of such series pursuant to a purchase or exchange offer
made on the same terms to holders of all outstanding shares of such series.
Notice of redemption will be given by mailing the same to each record
holder of the shares to be redeemed to the respective addresses of such holders
as the same shall appear on Unocal's stock register. Each such notice will
state: (i) the redemption date; (ii) the number of shares and series of Unocal
Preferred Stock to be redeemed; (iii) the redemption price and the manner in
which such redemption price is to be paid and delivered; (iv) the place or
places where certificates for such shares of Unocal Preferred Stock are to be
surrendered for payment of the redemption price; and (v) that dividends on the
shares to be redeemed will cease to accrue on such redemption date. If fewer
than all shares of any series of Unocal Preferred Stock held by any holder are
to be redeemed, the notice mailed to such holder will also specify the number of
shares to be redeemed from such holder.
If notice of redemption has been given, from and after the redemption date
for the shares of the series of Unocal Preferred Stock called for redemption
(unless default shall be made by Unocal in providing money for the payment of
the redemption price of the shares so called for redemption), dividends on the
shares of Unocal Preferred Stock so called for redemption will cease to accrue,
any right to convert the shares of Unocal Preferred Stock will terminate, such
shares will no longer be deemed to be outstanding, and all rights of the holders
thereof as stockholders of Unocal (except the right to receive the redemption
price, without interest) will cease. Upon surrender in accordance with such
notice of the certificates representing any shares so redeemed (properly
endorsed or assigned for transfer, if the notice shall so state), the redemption
price set forth above will be paid out of funds provided by Unocal. If fewer
than all of the shares represented by any such certificate are redeemed, a new
certificate will be issued representing the unredeemed shares without cost to
the holder thereof.
LIQUIDATION PREFERENCE
The applicable Prospectus Supplement will set forth the specific
liquidation preference of the offered series of Unocal Preferred Stock.
If the offered series of Unocal Preferred Stock ranks on a parity with the
$3.50 Preferred Stock, then upon any voluntary or involuntary liquidation,
dissolution or winding up of Unocal, the holders of shares of such offered
series of Unocal Preferred Stock and of $3.50 Preferred Stock will be entitled
to receive out of the assets of Unocal available for distribution to
stockholders, before any distribution of assets is made to or set apart for the
holders of Unocal Common Stock or of any other shares of capital stock of Unocal
ranking as to such a distribution junior to the shares of such series, with
respect to the offered series of Unocal Preferred Stock, an amount described in
the Prospectus Supplement relating to such offered series of Unocal Preferred
Stock, and with respect to $3.50 Preferred Stock, an amount equal to the
liquidation value of such shares. See "-Description of Outstanding Preferred
Stock." If the offered series of Unocal Preferred Stock ranks on a parity with
the $3.50 Preferred Stock, and upon any voluntary or involuntary dissolution,
liquidation or winding up of Unocal, the amounts payable with respect to the
liquidation preference of the $3.50 Preferred Stock and the offered series of
Unocal Preferred Stock are not paid in full, then the holders of $3.50 Preferred
Stock and the offered series
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of Unocal Preferred Stock will share ratably in any such distribution of assets
of Unocal in proportion to the full distributable amounts to which they are
entitled. After payment of the full amount of the liquidating distributions
to which they are entitled, the holders of $3.50 Preferred Stock and the
offered series of Unocal Preferred Stock will have no right or claim to any of
the remaining assets of Unocal. Neither the sale of all or substantially all
of the property or business of Unocal (other than in connection with the
winding up of its business), nor the merger or consolidation of Unocal into or
with any other corporation will be deemed to be a dissolution, liquidation or
winding up, voluntary or involuntary, of Unocal.
Unocal conducts substantially all of its operations through the Company.
The right of Unocal, and hence the right of creditors and stockholders of
Unocal, to participate in any distribution of assets of any subsidiary
(including the Company) upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of Unocal itself as a creditor of the subsidiary may
be recognized.
CONVERSION AND EXCHANGE
The terms, if any, on which shares of any offered series of Unocal
Preferred Stock are convertible into or exchangeable for Unocal Common Stock
will be set forth in the Prospectus Supplement relating thereto. Such terms may
include provisions for conversion or exchange, either mandatory, at the option
of the holder, or at the option of Unocal.
VOTING RIGHTS
Except as indicated below or in the Prospectus Supplement relating to a
particular offered series of Unocal Preferred Stock, or except as expressly
required by applicable law, the holders of Unocal Preferred Stock will not be
entitled to vote.
On matters on which holders of such offered series and holders of any other
series of Unocal Preferred Stock are entitled to vote as a single class, each
full share of any series of Unocal Preferred Stock shall be entitled to one
vote. Therefore, the voting power of such series will depend on the number of
shares in such series, not the liquidation preference or initial offering price
of the shares of such series of the Unocal Preferred Stock.
If the equivalent of six quarterly dividends (whether or not consecutive)
payable on any offered series of Unocal Preferred Stock, $3.50 Preferred Stock
or any other series of Unocal Preferred Stock are in default, the number of
directors of Unocal will be increased by two and the holders of all outstanding
shares of Unocal Preferred Stock, $3.50 Preferred Stock, and all other
outstanding shares of preferred stock having similar voting rights, voting as a
single class without regard to series and with no cumulative voting, to the
exclusion of the holders of Unocal Common Stock, will be entitled to elect those
two additional directors, who shall serve until all dividends in default have
been paid or declared and set apart for payment.
So long as any shares of Unocal Preferred Stock and $3.50 Preferred Stock
remain outstanding, Unocal shall not, without the consent of the holders of at
least two-thirds of the shares of the affected series of Unocal Preferred Stock
and $3.50 Preferred Stock outstanding at the time (voting separately as a class
with all other affected series of preferred stock ranking on a parity with the
affected series of Unocal Preferred Stock and $3.50 Preferred Stock),
(i) authorize, create or issue, or increase the authorized amount of, any class
or series of capital stock ranking prior to the affected series of Unocal
Preferred Stock and $3.50 Preferred Stock as to dividends or upon liquidation;
or (ii) amend, alter or repeal the provisions of Unocal's Certificate of
Incorporation, whether by merger, consolidation or otherwise, so as to
materially and adversely affect any right, preference, privilege or voting power
of the affected series of Unocal Preferred Stock or $3.50 Preferred Stock or the
holders thereof; provided, however, that any increase in the amount of the
authorized Common Stock or authorized Preferred Stock or the creation and
issuance of other series of capital stock ranking on a parity with or junior to
the affected series of Unocal Preferred Stock or $3.50 Preferred Stock as to
dividends and upon liquidation shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting powers.
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DESCRIPTION OF OUTSTANDING PREFERRED STOCK
As of June 30, 1994, Unocal had issued and outstanding 10,250,000 shares of
the $3.50 Preferred Stock, which is senior to the Unocal Common Stock as to
payment of dividends and distribution of assets on liquidation, dissolution or
winding up of Unocal.
Holders of $3.50 Preferred Stock are entitled to receive, when and as
declared by Unocal's Board of Directors, out of Unocal's funds legally available
for payment, quarterly cash dividends at an annual rate of $3.50 per share
payable in arrears. Dividends are cumulative.
In the event of any voluntary or involuntary dissolution, liquidation or
winding up of Unocal, the holders of $3.50 Preferred Stock will be entitled to
receive and to be paid out of Unocal's assets available for distribution to its
stockholders, before any payment or distribution is made to holders of Unocal
Common Stock or any other class of capital stock of Unocal ranking junior to the
$3.50 Preferred Stock upon liquidation, a liquidation preference in the amount
of $50 per share of the Unocal Preferred Stock plus accrued and unpaid
dividends.
The $3.50 Preferred Stock is not subject to any mandatory redemption,
sinking fund or other similar provisions. At any time on or after July 15,
1996, the $3.50 Preferred Stock is redeemable in whole or in part, at Unocal's
option, at redemption prices declining from 104.2% at July 15, 1996 to 100% at
July 15, 2002.
The $3.50 Preferred Stock is convertible at the option of the holder at any
time, unless previously redeemed, into Unocal Common Stock at the rate of 1.6260
shares of Unocal Common Stock for each share of $3.50 Preferred Stock
(equivalent to a conversion price of $30.75 per share of Unocal Common Stock).
The conversion price is subject to adjustment in certain events, including a
Non-Stock Fundamental Change or a Common Stock Fundamental Change (as such terms
are defined in the Certificate of Designations relating thereto).
Holders of $3.50 Preferred Stock have no right to require redemption of the
$3.50 Preferred Stock.
DESCRIPTION OF THE COMMON STOCK
Unocal's Board of Directors is authorized to issue a maximum of 750,000,000
shares of Unocal Common Stock, $1.00 par value per share, under Unocal's
Certificate of Incorporation. As of June 30, 1994, 242,418,030 shares of Unocal
Common Stock were outstanding and 35,073,749 shares were reserved for issuance
upon the conversion of the $3.50 Preferred Stock and in connection with Unocal's
employee benefit plans, its Directors' Restricted Stock Plan and its Dividend
Reinvestment and Common Stock Purchase Plan.
The following summary of the rights of the Unocal Common Stock does not
purport to be complete and is subject in all respects to the applicable
provisions of the Delaware General Corporation Law and the Certificate of
Incorporation.
DIVIDEND RIGHTS: Subject to the prior rights, if any, of the holders of
$3.50 Preferred Stock and Unocal Preferred Stock, holders of Unocal Common Stock
are entitled to receive such dividends as are declared by Unocal's Board of
Directors out of funds legally available therefor.
VOTING RIGHTS: Subject to the rights, if any, of the holders of $3.50
Preferred Stock and Unocal Preferred Stock, all voting rights are vested in the
holders of shares of Unocal Common Stock, each share being entitled to one vote
on all matters presented for a vote (except for those matters for which a
separate class vote is required under Delaware law). The holders of one-third
of the shares entitled to vote constitute a quorum at any meeting of
stockholders.
LIQUIDATION RIGHTS: Subject to the rights, if any, of the holders of $3.50
Preferred Stock and Unocal Preferred Stock, in the event of liquidation of
Unocal, holders of Unocal Common Stock will share pro rata in all assets
distributable to stockholders in respect of shares held by them.
22
<PAGE>
PREEMPTIVE RIGHTS: Holders of Unocal Common Stock are not entitled to any
preemptive rights to subscribe for any additional securities that may be issued.
NON-CUMULATIVE VOTING: Holders of shares of Unocal Common Stock have non-
cumulative voting rights, which means that holders of more than 50% of the
shares voting for the election of directors can elect 100% of the directors
standing for election if they choose to do so, and, in such event, the holders
of the remaining less than 50% of the shares voting for the election of
directors will not be able to elect any person or persons to the Board of
Directors of Unocal. Unocal's Board of Directors is divided into three classes,
and directors are normally elected for three-year terms. One of the classes is
presented for election at each annual meeting, so that the entire Board of
Directors is never presented for election in any one year.
Chemical Trust Company of California, Los Angeles, California, is the
transfer agent and registrar for the Unocal Common Stock. The Unocal Common
Stock may also be presented for transfer at the office of Chemical Bank, New
York, New York.
RIGHTS TO PURCHASE SERIES A PREFERRED STOCK
In January 1990, the Board of Directors of Unocal adopted a stockholder
rights plan (the "Rights Plan") and declared a dividend of one right (a "Right";
collectively, the "Rights") for, and to be attached to, each outstanding share
of Common Stock. The resolutions creating the Rights Plan provide that as long
as the Rights are attached to shares of Common Stock, as provided in the "Rights
Agreement" referred to below, one additional Right will be issued and delivered
with each share of Common Stock that becomes outstanding after February 12,
1990. Each Right entitles the holder thereof to purchase one one-hundredth of a
share of preferred stock designated as the Series A Junior Participating
Cumulative Preferred Stock ("Series A Preferred Stock"). The Rights will expire
on January 29, 2000, unless redeemed earlier, and will not be exercisable or
transferable separately from the shares of Common Stock until the close of
business on the Distribution Date, which will occur on the earlier of (i) the
tenth day following a public announcement that a person or group of affiliated
or associated persons (a "15% Stockholder") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding Common Stock
or (ii) the date of the commencement or the announcement of an intention to make
a tender or exchange offer that would cause any person or group to become a 15%
Stockholder.
Pursuant to the Rights Plan, 3,000,000 shares of Series A Preferred Stock
have been designated and reserved for issuance upon exercise of the Rights. An
additional number of shares of Series A Preferred Stock equal to one one-
hundredth of the number of shares of Unocal Common Stock will be reserved for
issuance in connection with an issuance of Preferred Stock or Unocal Common
Stock, whether issued directly, upon exercise of Equity Warrants or upon
conversion of Preferred Stock or Debt Securities.
A description of the Rights and the Series A Preferred Stock is set forth
in the Rights Agreement, dated January 29, 1990, between Unocal and Chemical
Trust Company of California, as Rights Agent, which is included as exhibit to
the Registration Statement of which this Prospectus is a part.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OF UNOCAL
The Certificate of Incorporation and Bylaws of Unocal contain certain
provisions which may have the effect of rendering a change of control of Unocal
more difficult. The Certificate of Incorporation provides that the Board of
Directors is divided into three classes, with the directors serving three-year
staggered terms. Special meetings of Unocal's stockholders generally may be
called only by the Board of Directors, and any action required or permitted to
be taken by the stockholders must be taken at an annual or special meeting and
may not be effected by written consent. The vote of 75% of the outstanding
stock of Unocal entitled to vote is required for the stockholders to adopt,
amend or repeal bylaws. Such a 75% vote is also required for approval of a
merger or consolidation of Unocal with, and certain other transactions with,
another corporation which, with its affiliates, owns beneficially more than 10%
of the total voting power of all outstanding shares of Unocal voting stock (a
"Related Corporation"), unless such a transaction was approved by 75% of the
directors of Unocal prior to the
23
<PAGE>
Related Corporation becoming such. The Certificate of Incorporation also
require such a 75% vote to repeal or amend any of the foregoing provisions.
The Bylaws of Unocal require 30 days' advance notice of, and specified
information with respect to, nominations by stockholders of persons for election
as directors and other business to be brought before an annual meeting by a
stockholder.
As set forth above under "Description of the Preferred Stock," the Board of
Directors has the authority, without further stockholder action, to provide for
the issuance of Unocal Preferred Stock and to fix the terms thereof. Provisions
which could render a change of control of Unocal more difficult, such as
extraordinary voting, dividend, redemption or conversion rights, could be
included in such Unocal Preferred Stock.
DESCRIPTION OF THE WARRANTS
The following description sets forth certain general terms and provisions
of the Debt Warrants and Equity Warrants to which a Prospectus Supplement may
relate. The particular terms of any Debt Warrants and Equity Warrants offered
will be described in the Prospectus Supplement relating to such Debt Warrants or
Equity Warrants.
The following summaries of certain provisions of the Debt Warrants and
Equity Warrants and of one or more separate Warrant Agreements (each a "Warrant
Agreement") between the Company and Unocal and one or more banking institutions
or trust companies, as Warrant Agent (each a "Warrant Agent"), do not purport to
be complete and are subject to and qualified in their entirety by reference to
all provisions of the applicable Warrant Agreement. Forms of Warrant Agreements
are filed as exhibits to the Registration Statement. Each Warrant Agreement
will be governed by, and construed in accordance with, the laws of the State of
New York.
GENERAL
Debt Warrants and Equity Warrants, evidenced by Warrant Certificates (the
"Warrant Certificates"), may be issued under a Warrant Agreement independently
or together with any Debt Securities, Unocal Preferred Stock or Unocal Common
Stock and may be transferable with or separate from such Securities. If Debt
Warrants to purchase Debt Securities are offered, the applicable Prospectus
Supplement will describe the terms of the Debt Warrants, including the
following: (i) the offering price, if any, including the currency, or currency
unit in which such price will be payable; (ii) the designation, aggregate
principal amount and terms of the Offered Debt Securities with which the Debt
Warrants are issued and the number of Debt Warrants issued with each such
Offered Debt Security; (iii) if applicable, the date on or after which the Debt
Warrants and the related Offered Debt Securities will be separately
transferable; (iv) the designation, aggregate principal amount and terms of Debt
Securities purchasable upon exercise of one Debt Warrant and the price or prices
at which, and the currency, or currency unit in which such principal amount of
Debt Securities may be purchased upon exercise; (v) the date on which the right
to exercise the Debt Warrants commences and the date on which such right
expires; (vi) any United States Federal income tax consequences; (vii) whether
the Debt Warrants represented by the Warrant Certificates will be issued in
registered or bearer form or both; and (viii) any other material terms of the
Debt Warrants. If Equity Warrants are offered, the applicable Prospectus
Supplement will describe the terms of the Equity Warrants, including the
following: (i) the offering price, if any, including the currency or currency
unit in which such price will be payable; (ii) the designation of any series of
Unocal Preferred Stock purchasable upon exercise of the Equity Warrants; (iii)
the number of shares of Unocal Preferred Stock or Unocal Common Stock
purchasable upon exercise of one Equity Warrant, and the price or prices at
which, and the currency, or currency unit in which such shares may be purchased
upon exercise; (iv) the date on which the right to exercise the Equity Warrants
commences and the date on which such right expires; (v) any United States
Federal income tax consequences; (vi) whether the Equity Warrants represented by
the Warrant Certificate will be issued in registered or bearer form or both;
(vii) whether the Equity Warrants or the underlying Unocal Preferred Stock or
Unocal Common Stock will be listed on any national securities exchange; and
(viii) any other material terms of the Equity Warrants. In addition, if any
Debt Warrants or Equity Warrants are sold for any foreign currency or currency
units, the restrictions, elections, tax consequences, specific terms and other
information with respect to such issue will be specified in the applicable
Prospectus Supplement.
24
<PAGE>
Warrant Certificates, if any, may be exchanged for new Warrant Certificates
of different denominations and may (if in registered form) be presented for
registration of transfer at the corporate trust office of the Warrant Agent,
which will be listed in the applicable Prospectus Supplement, or at such other
office as may be set forth therein. Warrantholders do not have any of the
rights of holders of Debt Securities (except to the extent that the consent of
Warrantholders may be required for certain modifications of the terms of the
Indenture under which the series of Offered Debt Securities issuable upon
exercise of the Warrants are to be issued) or Unocal Preferred or Common
stockholders and are not entitled to payments of principal and interest, if any,
on Debt Securities or to dividends or other distributions made with respect to
Unocal Preferred Stock or Unocal Common Stock.
EXERCISE OF WARRANTS
Warrants may be exercised by surrendering the Warrant Certificate, if any,
at the corporate trust office or other designated office of the Warrant Agent,
with (i) the form of election to purchase on the reverse side of the Warrant
Certificate, if any, properly completed and executed, and (ii) payment in full
of the exercise price, as set forth in the applicable Prospectus Supplement.
Upon exercise of Warrants, the Warrant Agent will, as soon as practicable,
deliver the Debt Securities, Unocal Preferred Stock or Unocal Common Stock
issuable upon the exercise of the Warrants in authorized denominations in
accordance with the instructions of the exercising Warrantholder and at the sole
cost and risk of such holder. If less than all of the Warrants evidenced by the
Warrant Certificate are exercised, a new Warrant Certificate will be issued for
the remaining amount of unexercised Warrants, if sufficient time exists prior to
the expiration date.
LIMITATIONS ON THE ISSUANCE OF BEARER SECURITIES
In compliance with United States Federal tax laws and regulations, Bearer
Securities may not, in general, be offered or sold during the Restricted Period
(as defined below) to a person within the United States or to, or for the
account or benefit of, a United States person. However, offers or sales can be
made to (i) the United States office of international organizations (as defined
in Section 7701(a)(18) of the Internal Revenue Code of 1986, as amended (the
"Code") and the regulations thereunder), (ii) the United States office of
foreign central banks (as defined in Section 895 of the Code and the regulations
thereunder) and (iii) foreign branches of United States financial institutions
which are purchasing for their own account or for resale, and which have agreed
to comply with the reporting requirements of Section 165(j)(3)(A), (B) or (C) of
the Code and the regulations thereunder. In addition, sales can be made to a
United States person acquiring a Bearer Security through a financial institution
described in clause (iii) of the preceding sentence if certain certification
requirements and other conditions are satisfied. Definitive Bearer Securities
will not be delivered within the United States, or in any event unless the
beneficial owner of the Securities has complied with the certification
requirements to be described in the relevant Prospectus Supplement.
Each underwriter, dealer and agent (or other "distributor" within the
meaning of the regulations under Section 163 of the Code) participating in the
distribution of any Bearer Securities will agree that (i) it will not offer,
sell or deliver Bearer Debt Securities within the United States or to, or for
the account or benefit of, United States persons (other than qualifying
financial institutions) (a) until 40 days after the closing date or (b) at any
time if the obligation is held as part of an unsold allotment or subscription
(the "Restricted Period"), and (ii) it has in effect procedures reasonably
designed to ensure that its employees and agents who are directly engaged in
selling the Bearer Securities are aware of the restrictions described in clause
(i) of this sentence. Bearer Securities will bear a legend on their face and on
any interest coupons that may be detached therefrom or, if the obligation is
evidenced by a book entry, a legend will appear in the book of record in which
the book entry is made substantially to the following effect: "Any United
States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in Section
165(j) and 1287(a) of the Internal Revenue Code." The Code Sections referred to
in such legend provide that a United States person who holds a Bearer Security
will not be allowed to deduct any loss realized on the sale, exchange or
redemption of such Bearer Security and any gain (which might otherwise be
characterized as capital gain) recognized on such sale, exchange or redemption
will be treated as ordinary income. If the Company or Unocal issue Warrants in
bearer form, they will specify in the applicable Prospectus Supplement what, if
any, restrictions or certification requirements will be applicable to the
issuance and delivery of such bearer Warrants.
25
<PAGE>
As used herein, "United States person" means an individual who is a citizen
or resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust the income of which is subject to
United States Federal income taxation regardless of its source; and "United
States" means the United States of America (including the States and the
District of Columbia) and its possessions, which include, as of the date hereof,
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island, and
Northern Mariana Islands.
PLAN OF DISTRIBUTION
The Company and Unocal may offer and sell the Securities in any of three
ways: (i) directly to investors; (ii) to investors through agents; or
(iii) through underwriters or dealers. The Company may also exchange Securities
for outstanding indebtedness of the Company or Unocal, or both. The applicable
Prospectus Supplement with respect to the Securities will set forth the terms of
the offering of the Securities, including the name or names of any underwriters,
the purchase price of the Securities and the proceeds to the Company or Unocal,
as the case may be, from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such Securities may be listed.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
Securities may be either offered to the public through underwriting syndicates
represented by managing underwriters, or directly by one or more underwriters.
Unless otherwise set forth in the applicable Prospectus Supplement, the
obligations of the underwriters to purchase the Securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the Securities if any are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Except for Unocal Common Stock, each issue of Securities sold will be a new
issue of securities with no established trading market. Any underwriters or
agents with respect to an issue of Securities may make a market in such
Securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of any Securities in the secondary market.
If the Securities are issued in exchange for outstanding securities of the
Company or Unocal, the applicable Prospectus Supplement will set forth the terms
of the exchange, the identity of and the terms of sale of the Securities by the
selling security holders.
Securities may be sold directly by the Company or Unocal or through agents
designated by the Company or Unocal from time to time. Any agent involved in
the offer or sale of the Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company or Unocal to
such agent will be set forth, in the applicable Prospectus Supplement. Unless
otherwise indicated in the applicable Prospectus Supplement, any such agent will
be acting on a best efforts basis for the period of its appointment.
If so indicated in the applicable Prospectus Supplement, the Company or
Unocal will authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase the Securities from the Company at
the public offering price set forth in the applicable Prospectus Supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject only to those
conditions set forth in the applicable Prospectus Supplement and the applicable
Prospectus Supplement will set forth the commission payable for solicitation of
such contracts.
Agents, selling security holders and underwriters may be entitled under
agreements entered into with the Company and Unocal to indemnification by the
Company and Unocal against certain civil liabilities, including certain
liabilities under the Securities Act of 1933, or to contribution with respect to
payments which the agents, selling security holders or underwriters may be
required to make in respect thereof. Agents, selling security
26
<PAGE>
holders and underwriters may be customers of, engage in transactions with, or
perform services for the Company or Unocal in the ordinary course of business.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company and Unocal as of December 31, 1993 and 1992, and for each of the
three years in the period ended December 31, 1993, included in the 1993 Annual
Reports on Form 10-K of the Company and of Unocal incorporated by reference in
this Prospectus, have been incorporated herein in reliance on the reports of
Coopers & Lybrand, independent accountants, which reports are incorporated by
reference herein, and given on the authority of that firm as experts in
accounting and auditing. Each of such reports includes an explanatory paragraph
with respect to the changes in methods of accounting for income taxes in 1992
and for postretirement benefits other than pensions and for postemployment
benefits in 1993.
The information concerning estimates of proved oil and gas and geothermal
reserves attributable to the Company and Unocal, included in the 1993 Annual
Reports on Form 10-K of the Company and Unocal incorporated by reference in
this Prospectus, has been prepared by the Company's petroleum engineering staff
and certified by John F. Imle, Jr., President of Unocal and the Company and
formerly President of the Energy Resources Division of Unocal and the Company,
and has been incorporated by reference herein in reliance upon the authority of
Mr. Imle as an expert in the field of petroleum engineering.
LEGAL MATTERS
Legal matters in connection with the issuance and sale of the Securities
offered hereby will be passed upon for the Company and Unocal by Dennis P. R.
Codon, Esq., Vice President and General Counsel of the Company and Unocal, and
for any underwriters, selling security holders or agents by Brobeck, Phleger &
Harrison, Los Angeles, California. As of June 30, 1994, Mr. Codon owned
beneficially 23,740 shares of Unocal Common Stock. Brobeck, Phleger & Harrison
represents the Company and Unocal in certain other legal matters.
27
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Other expenses of all issuances and distributions pursuant to this
Registration Statement to be borne by the Company are estimated* as follows:
<TABLE>
<S> <C>
Registration fee-Securities and Exchange Commission . . . $ 344,828
Blue Sky registration fees and expenses . . . . . . . . . 16,000
Printing costs . . . . . . . . . . . . . . . . . . . . . 75,000
Legal fees and expenses . . . . . . . . . . . . . . . . . 75,000
Accounting fees and expenses . . . . . . . . . . . . . . 150,000
Trustees' fees and expenses . . . . . . . . . . . . . . . 68,500
Warrant Agent's fees and expenses . . . . . . . . . . . . 1,000
Transfer Agent and Registrars' fees . . . . . . . . . . . 1,000
Rating agency fees and expenses . . . . . . . . . . . . . 325,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . 33,672
-------
Total . . . . . . . . . . . . . . . . . . . . . . $1,090,000
----------
----------
</TABLE>
_________________________
* All of the amounts are estimated, except the registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware, the state of
incorporation of Unocal, and the Bylaws of Unocal provide for indemnification of
directors and officers in certain circumstances. The General Corporation Law of
the State of California, the state of incorporation of the Company, and the
Bylaws of the Company also provide for indemnification of directors and officers
in certain circumstances.
In addition, Unocal and the Company have provided in their respective
Certificate of Incorporation and Restated Articles of Incorporation that each
shall eliminate the personal liability of its directors to the full extent
permitted by Delaware and California law, as the case may be, and Unocal has
entered into indemnification agreements with each director providing for
additional indemnification. The Company and Unocal have policies of directors'
and officers' liability insurance which insures directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances.
Section 8 of the Standard Underwriting Provisions-Debt Securities, July
1994, Standard Underwriting Provisions-Preferred Stock, July 1994 and Standard
Underwriting Provisions-Common Stock, July 1994. (Exhibits 1.1, 1.2 and 1.3
hereto) and Section 7 of the Form of Agency Agreement (Exhibit 1.4 hereto) each
provides for indemnification of directors and officers of the Company and Unocal
by the underwriters and agents, respectively, in certain circumstances.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Exhibit
- ------- -------
1.1 Standard Underwriting Provisions-Debt Securities, July 1994 (including
form of Underwriting Agreement).
1.2 Standard Underwriting Provisions-Preferred Stock, July 1994 (including
form of Underwriting Agreement).
1.3 Standard Underwriting Provisions-Common Stock, July 1994 (including
form of Underwriting Agreement).
1.4 Form of Agency Agreement.
3.2 Bylaws of the Company.
4.1 Certificate of Incorporation of Unocal, as amended (incorporated by
reference to Exhibit 3.1 to Amendment No. 2 on Form 10-K/A to Unocal's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, File No. 1-8483).
4.2 Bylaws of Unocal.
4.3 Rights Agreement dated as of January 29, 1990, between Unocal and
Chemical Trust Company of California, as Rights Agent (incorporated by
reference to Exhibit 1 to Unocal's Current Report on Form 8-K dated
January 29, 1990, File No. 1-8483).
4.5 Standard Multiple-Series Indenture Provisions, January 1991, dated as
of January 2, 1991 (incorporated by reference to Exhibit 4.1 to the
Company's and Unocal's Registration Statement on Form S-3
(Registration Nos. 33-38505 and 33-38505-01).
4.6 Form of Senior Indenture.
4.7 Form of Subordinated Indenture.
4.8 Form of Warrant Agreement for Debt Securities (including form of
Warrant Certificate).
4.9 Form of Warrant Agreement for Unocal Preferred Stock (including form
of Warrant Certificate).
4.10 Form of Warrant Agreement for Unocal Common Stock (including form of
Warrant Certificate).
4.11 Form of Senior and Subordinated Security.
4.12 Form of Temporary Global Bearer Fixed Rate Security.
4.13 Form of Permanent Global Bearer Fixed Rate Security.
4.14 Form of Fixed Rate Registered Medium-Term Note.
4.15 Form of Floating Rate Registered Medium-Term Note.
5 Opinion of Dennis P. R. Codon, Esq. to the Company and Unocal.
12.1 Statement re computation of ratio of earnings to fixed charges for the
Company.
II-2
<PAGE>
12.2 Statement re computation of ratio of earnings to fixed charges for
Unocal.
12.3 Statement re computation of ratio of earnings to combined fixed
charges and preferred stock dividends for Unocal.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of John F. Imle, Jr.
23.3 Consent of Dennis P. R. Codon, Esq. (contained in his opinion filed as
Exhibit 5 to this Registration Statement).
24 Power of Attorney (set forth on page II-5).
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939, as amended, of the Senior Trustee.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company and Unocal pursuant to the provisions
described in the first and third paragraphs under Item 15 above, or otherwise,
the Company and Unocal have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company and Unocal of expenses incurred or paid by a director, officer or
controlling person of the Company and Unocal in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company and
Unocal will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by them is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The Company and Unocal hereby undertake that, for purposes of determining
any liability under the Act, each filing of the Company's and Unocal's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
II-3
<PAGE>
by the Company or Unocal pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrants
certify that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on July 29, 1994.
UNION OIL COMPANY OF CALIFORNIA
UNOCAL CORPORATION
By /s/ Neal E. Schmale
---------------------------------
Neal E. Schmale
Chief Financial Officer
POWER OF ATTORNEY
By signing below, each of the undersigned officers and/or directors of the
Company and Unocal hereby constitutes and appoints Neal E. Schmale, Charles S.
McDowell and Darrell D. Chessum and each of them severally, with full power of
substitution and resubstitution, as his or her true and lawful attorney-in-fact
and agent to sign for the undersigned and in the name of the undersigned in any
and all capacities any or all amendments (including any post-effective
amendments) to this Registration Statement filed on Form S-3 and to file the
same with all exhibits thereto, and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
any and all acts and things whatsoever required and necessary to be done in and
about the premises, as fully to all intents and purposes as the undersigned
could do if personally present. Each of the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof. This power of
attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated opposite his or her name.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, which capacities are held for both the Company and Unocal.
Signature Title Date
--------- ----- ----
/s/ Roger C. Beach Chief Executive Officer July 29, 1994
- ------------------------ and Director
Roger C. Beach
/s/ Neal E. Schmale Chief Financial Officer July 29, 1994
- ------------------------ and Director
Neal E. Schmale
/s/ Charles S. McDowell Vice President and July 29, 1994
- ------------------------ Comptroller
Charles S. McDowell (Principal Accounting Officer)
II-5
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Richard J. Stegemeier Chairman of the Board July 29, 1994
- ------------------------- of Directors
Richard J. Stegemeier
/s/ Claude S. Brinegar Vice Chairman of July 29, 1994
- ------------------------- the Board of Directors
Claude S. Brinegar
/s/ John W. Amerman Director July 29, 1994
- -------------------------
John W. Amerman
/s/ MacDonald G. Becket Director July 29, 1994
- -------------------------
MacDonald G. Becket
/s/ Malcolm R. Currie Director July 29, 1994
- -------------------------
Malcolm R. Currie
/s/ Frank C. Herringer Director July 29, 1994
- -------------------------
Frank C. Herringer
/s/ John F. Imle, Jr. Director July 29, 1994
- -------------------------
John F. Imle, Jr.
/s/ Donald P. Jacobs Director July 29, 1994
- -------------------------
Donald P. Jacobs
/s/ Charles R. Weaver Director July 29, 1994
- -------------------------
Charles R. Weaver
/s/ Marina v.N. Whitman Director July 29, 1994
- -------------------------
Marina v.N. Whitman
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
1.1 Standard Underwriting Provisions-Debt Securities, July 1994 (including
form of Underwriting Agreement).
1.2 Standard Underwriting Provisions-Preferred Stock, July 1994 (including
form of Underwriting Agreement).
1.3 Standard Underwriting Provisions-Common Stock, July 1994 (including
form of Underwriting Agreement).
1.4 Form of Agency Agreement.
3.2 Bylaws of the Company.
4.1 Certificate of Incorporation of Unocal, as amended (incorporated by
reference to Exhibit 3.1 to Amendment No. 2 on Form 10-K/A to Unocal's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, File No. 1-8483).
4.2 Bylaws of Unocal.
4.3 Rights Agreement dated as of January 29, 1990, between Unocal and
Chemical Trust Company of California, as Rights Agent (incorporated by
reference to Exhibit 1 to Unocal's Current Report on Form 8-K dated
January 29, 1990, File No. 1-8483).
4.5 Standard Multiple-Series Indenture Provisions, January 1991, dated as
of January 2, 1991 (incorporated by reference to Exhibit 4.1 to the
Company's and Unocal's Registration Statement on Form S-3
(Registration Nos. 33-38505 and 33-38505-01).
4.6 Form of Senior Indenture.
4.7 Form of Subordinated Indenture.
4.8 Form of Warrant Agreement for Debt Securities (including form of
Warrant Certificate).
4.9 Form of Warrant Agreement for Unocal Preferred Stock (including form
of Warrant Certificate).
4.10 Form of Warrant Agreement for Unocal Common Stock (including form of
Warrant Certificate).
4.11 Form of Senior and Subordinated Security.
4.12 Form of Temporary Global Bearer Fixed Rate Security.
4.13 Form of Permanent Global Bearer Fixed Rate Security.
4.14 Form of Fixed Rate Registered Medium-Term Note.
4.15 Form of Floating Rate Registered Medium-Term Note.
5 Opinion of Dennis P. R. Codon, Esq. to the Company and Unocal.
12.1 Statement re computation of ratio of earnings to fixed charges for the
Company.
<PAGE>
12.2 Statement re computation of ratio of earnings to fixed charges for
Unocal.
12.3 Statement re computation of ratio of earnings to combined fixed
charges and preferred stock dividends for Unocal.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of John F. Imle, Jr.
23.3 Consent of Dennis P. R. Codon, Esq. (contained in his opinion filed as
Exhibit 5 to this Registration Statement).
24 Power of Attorney (set forth on page II-5).
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939, as amended, of the Senior Trustee.
<PAGE>
EXHIBIT 1.1
UNION OIL COMPANY OF CALIFORNIA
GUARANTEED DEBT SECURITIES
PAYMENT OF PRINCIPAL, INTEREST AND PREMIUM, IF ANY
GUARANTEED BY
UNOCAL CORPORATION
AND
WARRANTS TO PURCHASE GUARANTEED DEBT SECURITIES
STANDARD UNDERWRITING PROVISIONS
JULY 1994
INTRODUCTION
A. From time to time Union Oil Company of California, a California
corporation (the "Company"), and Unocal Corporation, a Delaware corporation (the
"Guarantor"), propose (i) to enter into one or more Underwriting Agreements
(each an "Underwriting Agreement") in the form of Annex I (including Schedule I
and, as applicable, Schedules II and III to Annex I) to these Standard
Underwriting Provisions, which Underwriting Agreements will incorporate therein
by reference some or all of the provisions set out below under "Standard
Provisions," with such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein and therein,
(ii) to issue and sell to the firms named in Schedule I to the applicable
Underwriting Agreement (such firms constituting the "Underwriters" with respect
to such Underwriting Agreement and the securities specified therein) certain
debentures, notes or other evidences of indebtedness specified in Schedule II to
such Underwriting Agreement specifically including, without limitation, senior
and subordinated debentures (collectively, the "Notes") of the Company,
guaranteed (the "Guarantees") as to payment of principal, interest and premium,
if any, thereon by the Guarantor (the Notes and the Guarantees related thereto
being hereinafter collectively referred to as the "Debt Securities") and certain
warrants specified in Schedule III to such Underwriting Agreement (the
"Warrants") to purchase Debt Securities (the "Warrant Securities") to be issued
pursuant to the provisions of a Warrant Agreement (the "Warrant Agreement") (the
Debt Securities and Warrants to be issued and sold are hereinafter referred to
as the "Securities"), less the principal amount of Securities covered by Delayed
Delivery Contracts, if any, as provided in Section 3 below under "Standard
Provisions" and as may be specified in Schedule II (with respect to Debt
Securities) or Schedule III (with respect to Warrants) to such Underwriting
Agreement (with respect to such Underwriting Agreement, any Securities to be
covered by Delayed Delivery Contracts being herein sometimes referred to as
"Contract Securities" and the Securities to be purchased by the Underwriters
(after giving effect to the deduction, if any, for Contract Securities) being
herein sometimes referred to as "Underwriters' Securities").
B. The terms and rights of any particular issuance of Securities shall be
as specified in the Underwriting Agreement relating thereto and in or pursuant
to the particular indenture (the "Indenture") and, if applicable, the particular
Warrant Agreement identified in such Underwriting Agreement.
<PAGE>
C. Particular sales of Securities may be made from time to time to the
Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in Schedule I to the
Underwriting Agreement relating thereto will act as representatives (the
"Representatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative.
D. These Standard Underwriting Provisions shall not be construed as an
obligation of the Company or the Guarantor to sell any Securities. The
obligation of the Company and the Guarantor to issue and sell any Securities
shall be evidenced by the Underwriting Agreement with respect to the Securities
specified therein. The expression "this Underwriting Agreement" is used below
under "Standard Provisions" so that when an Underwriting Agreement incorporates
therein a provision using such expression, such expression will, without
modification, be referring to that specific Underwriting Agreement. Each
Underwriting Agreement shall specify the initial public offering price of the
Securities, the purchase price to the Underwriters of the Securities, the names
of the Underwriters of the Securities, the names of the Representatives of such
Underwriters, whether any of the Securities shall be covered by Delayed Delivery
Contracts (as defined in Section 3 hereof) and the commission payable to the
Underwriters with respect thereto and shall set forth the date, time and manner
of delivery of the Securities and payment therefor and (to the extent not set
forth in the Indenture and the registration statement and prospectus with
respect thereto) the terms of the Securities, and with respect Securities that
are Warrants, the terms of the Warrant Securities. Each Underwriting Agreement
where the Securities consist of Debt Securities shall specify the aggregate
principal amount of such Debt Securities to be purchased by all of the
Underwriters, and the principal amount of such Debt Securities to be purchased
by each Underwriter. Each Underwriting Agreement where the Securities consist
of Warrants shall specify the aggregate number of Warrants to be purchased by
all of the Underwriters, and the number of Warrants to be purchased by each
Underwriter.
STANDARD PROVISIONS
1. Terms used but not defined below have the meaning given such terms
above under "Introduction."
2. The Company and the Guarantor, jointly and severally, represent and
warrant to, and agree with, each of the Underwriters that:
a. Two registration statements (Nos. 33-38505; 33-38505-01 and
Nos. 33-_______ and 33-____-01) in respect of the Securities, as well as other
securities which may be issuable from time to time by the Company and the
Guarantor (collectively with the Securities, the "Registered Securities"), have
been filed with the Securities and Exchange Commission (the "Commission") in the
form heretofore delivered or to be delivered to the Representatives and,
excluding exhibits to such registration statements, but including all documents
incorporated by reference in the prospectus contained therein, to the
Representatives for each of the other Underwriters and such registration
statements in such form have been declared effective by the Commission and to
the knowledge of the Company and the Guarantor no stop order suspending the
effectiveness of such registration statements has been issued and no proceeding
for that purpose has been initiated or threatened by the Commission (the various
parts of such registration statements, including all exhibits thereto but
excluding Form T-1, each as amended at the time such part became effective,
being hereinafter collectively called the "Registration Statements"; references
herein to the "applicable Registration Statement" shall be deemed to refer to
both Registration Statements so long as Registered Securities remain issuable
under Registration Statement Nos. 33-38505 and 33-38505-01 and only to
Registration Statement Nos. 33-________ and 33-_________-01 thereafter; the term
"Basic Prospectus" means the prospectus included in the applicable Registration
Statement; the term "Prospectus" means the Basic Prospectus together with the
prospectus supplement (other than a preliminary prospectus supplement)
specifically relating to the Securities as filed with, or transmitted for filing
with the Commission pursuant to Rule 424; the term preliminary prospectus means
a preliminary prospectus supplement specifically relating to the Securities
together with the Basic Prospectus; the terms "Registration Statement," "Basic
Prospectus," "Prospectus" and "preliminary prospectus" shall include, in each
case, the material, if any, incorporated by reference therein);
2.
<PAGE>
b. The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus, when such
documents become effective or are filed with the Commission, as the case may be,
will conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company or
the Guarantor by an Underwriter through the Representatives expressly for use in
the Prospectus;
c. Each Registration Statement and the Prospectus conform in all
material respects to the requirements of the Act and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the rules and regulations of
the Commission thereunder and do not and will not, as of the applicable
effective date as to each Registration Statement and any amendment thereto, and
as of the date of the Prospectus as to the Prospectus, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company or the Guarantor by an Underwriter through
the Representatives expressly for use in the Prospectus;
d. Since the respective dates as of which information is given in
the applicable Registration Statement and the Prospectus, there has not been any
material change in the capital stock or consolidated long-term debt of the
Company or the Guarantor or any material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity or results
of operations of the Company or the Guarantor and their respective subsidiaries
taken as a whole, otherwise than as set forth or contemplated in the Prospectus;
e. Each of the Company and the Guarantor has been duly incorporated
and is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with power and authority (corporate and
other) to own its properties and conduct its business as described in the
Prospectus;
f. The Guarantor has an authorized capitalization as set forth in
the Prospectus, and all of the issued shares of capital stock of the Company and
the Guarantor have been duly and validly authorized and issued and are fully
paid and non-assessable (except for a DE MINIMIS number of shares), and the
Guarantor is the registered and beneficial owner of all of the outstanding
shares of capital stock of the Company;
g. The Securities have been duly authorized, and,
(i) if any of the Securities are Debt Securities, when such Debt
Securities are authenticated and issued pursuant to the Indenture and
delivered and paid for pursuant to this Underwriting Agreement and, in
the case of any Contract Securities that are Debt Securities, pursuant
to Delayed Delivery Contracts, such Securities will have been duly
executed, authenticated, issued and delivered and will constitute
valid and legally binding obligations of the Company and the
Guarantor, entitled to the benefits provided by the Indenture, which
will be substantially in the form filed as an exhibit to the
applicable Registration Statement; the Indenture has been duly
authorized and, at the Time of Delivery (as defined in Section 4
hereof) the Indenture will be duly qualified under the Trust Indenture
Act and (assuming the due
3.
<PAGE>
authorization, execution and delivery thereof by the Trustee) will
constitute a valid and legally binding instrument of the Company and
the Guarantor, enforceable against the Company and the Guarantor in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity
principles; and the Debt Securities and the Indenture conform in all
material respects to the descriptions thereof in the Prospectus;
(ii) if any of the Securities are Warrants, when such Warrants
are countersigned and issued by the Warrant Agent pursuant to the
related Warrant Agreement and delivered and paid for pursuant to this
Underwriting Agreement and, in the case of any Contract Securities
that are Warrants, pursuant to Delayed Delivery Contracts, such
Securities will have been duly executed, issued and delivered and will
constitute valid and legally binding obligations of the Company and
the Guarantor, entitled to the benefits provided by the Warrant
Agreement, which will be substantially in the form filed as an exhibit
to the applicable Registration Statement; the Warrant Agreement has
been duly authorized and, at the Time of Delivery the Warrant
Agreement (assuming the due authorization, execution and delivery
thereof by the Warrant Agent) will constitute a valid and legally
binding instrument of the Company and the Guarantor, enforceable
against the Company and the Guarantor in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; the Warrant
Securities will have been duly authorized and, upon due authentication
and issuance pursuant to the Indenture and delivery thereof against
payment upon exercise of the Warrants pursuant to the related Warrant
Agreement, will constitute valid and legally binding obligations of
the Company and the Guarantor entitled to the benefits of the
Indenture; and the Warrants, the related Warrant Securities and the
Warrant Agreement conform in all material respects to the descriptions
thereof in the Prospectus;
h. There are no holders of securities of the Company or the
Guarantor who, by reason of the filing of either Registration Statement under
the Act or the execution by the Company and Guarantor of this Underwriting
Agreement, have the right to request or demand that the Company or the Guarantor
register under the Act any securities held by them;
i. In the event any of the Securities are to be purchased pursuant
to Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been
duly authorized by the Company and the Guarantor and, when executed and
delivered by the Company and the Guarantor and the purchaser named therein, will
constitute a valid and legally binding agreement of the Company and the
Guarantor, enforceable against the Company and the Guarantor in accordance with
its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting creditors'
rights and to general equity principles; and any Delayed Delivery Contracts will
conform in all material respects to the description thereof in the Prospectus;
j. The issue and sale of the Securities and the compliance by the
Company and the Guarantor with all of the provisions of the Securities, in the
case of issue and sale of Debt Securities, the Indenture, in the case of issue
and sale of Warrants, the Warrant Agreement and the related Warrant Securities,
each of the Delayed Delivery Contracts, if any, this Underwriting Agreement, and
the consummation of the transactions herein contemplated will not conflict with
or result in a breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or the Guarantor is a party or by
which the Company or the Guarantor is bound or to which any of the property or
assets of the Company or the Guarantor is subject, nor will such action result
in any violation of the provisions of the Company's Restated Articles of
Incorporation, as amended, or the Guarantor's Certificate of Incorporation, as
amended, or the By-Laws, as amended, of the
4.
<PAGE>
Company or the Guarantor or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company or the
Guarantor or any of their respective properties; and no consent, approval,
authorization, order, registration or qualification of or with any such court or
governmental agency or body in the United States is required for the issue and
sale of the Securities (or in the case of Securities that are Warrants, the
issue and sale of the related Warrant Securities) or the consummation by the
Company or the Guarantor of the other transactions contemplated by this
Underwriting Agreement or, in the case of Securities that are Debt Securities,
the Indenture or, in the case of Securities that are Warrants, the Warrant
Agreement, or any Delayed Delivery Contract, except such as have been, or will
have been prior to the Time of Delivery, obtained under the Act and the Trust
Indenture Act and such consents, approvals, authorizations, registrations or
qualifications as may be required by any stock exchange on which any of the
Securities may be listed and under state securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by the
Underwriters; and
k. Other than as set forth or contemplated in the Prospectus, there
is no legal or governmental proceeding pending to which the Company or the
Guarantor or any of their respective subsidiaries is a party or of which any
property of the Company or the Guarantor or any of their respective subsidiaries
is subject, which is likely (to the extent not covered by insurance) to have a
material adverse effect on the consolidated financial position of the Company
and its subsidiaries, or of the Guarantor and its subsidiaries, and, to the best
of the Company's or the Guarantor's knowledge and other than as set forth and
contemplated in the Prospectus, no such proceeding is threatened or contemplated
by governmental authorities or threatened by others.
3. Upon the execution of this Underwriting Agreement and authorization by
the Representatives of the release of the Underwriters' Securities, the several
Underwriters propose to offer the Underwriters' Securities for sale upon the
terms and conditions set forth in the Prospectus as amended or supplemented.
The Company and the Guarantor may specify in Schedule II (with respect to
Debt Securities) and in Schedule III (with respect to Warrants) hereto that the
Underwriters are authorized to solicit offers to purchase Securities from the
Company and the Guarantor pursuant to delayed delivery contracts (herein
"Delayed Delivery Contracts"), substantially in the form of Annex III attached
hereto but with such changes therein as the Representatives, the Company and the
Guarantor may authorize or approve. If so specified, the Underwriters will
endeavor to make such arrangements, and as compensation therefor the Company
will pay to the Representatives, for the accounts of the Underwriters, at the
Time of Delivery, such commission, if any, as may be set forth in such
Underwriting Agreement. Delayed Delivery Contracts, if any, are to be with
investors of the types described in the Prospectus and subject to other
conditions therein set forth. The Underwriters will not have any responsibility
in respect of the validity or performance of any Delayed Delivery Contracts.
The principal amount (with respect to Debt Securities) or the number (with
respect to Warrants) of Contract Securities to be deducted from the principal
amount (with respect to Debt Securities) or the number (with respect to
Warrants) of Securities to be purchased by each Underwriter as set forth in
Schedule I hereto shall be, in each case, the principal amount (with respect to
Debt Securities) or the number (with respect to Warrants) of Contract Securities
which the Company and the Guarantor have been advised by the Representatives has
been attributed to such Underwriter, provided that, if the Company and the
Guarantor have not been so advised, the amount of Contract Securities to be so
deducted shall be, in each case, that proportion of Contract Securities which
the principal amount (with respect to Debt Securities) or the number (with
respect to Warrants) of Securities to be purchased by such Underwriter under
this Underwriting Agreement bears to the total principal amount (with respect to
Debt Securities) or the number (with respect to Warrants) of the Securities
(rounded as the Representatives may determine). The total principal amount
(with respect to Debt Securities) or the number (with respect to Warrants) of
Underwriters' Securities to be purchased by all the Underwriters pursuant to
this Underwriting Agreement shall be the total principal amount (with respect to
Debt Securities) or total number (with respect to Warrants) of Securities set
forth in Schedule I to such Underwriting Agreement less the principal amount
(with respect to Debt Securities) or the number (with respect to Warrants) of
the Contract Securities. The Company and the Guarantor will deliver to the
5.
<PAGE>
Representatives not later than 3:30 p.m., New York time, on the third business
day preceding the Time of Delivery specified in this Underwriting Agreement (or
such other time and date as the Representatives and the Company may agree upon
in writing) a written notice setting forth the principal amount (with respect to
Debt Securities) or the number (with respect to Warrants) of Contract
Securities.
4. If in definitive form, Underwriters' Securities to be purchased by
each Underwriter pursuant to this Underwriting Agreement, in such authorized
denominations and registered in such names as the Representatives may request
upon at least forty-eight hours' prior notice to the Company and the Guarantor,
shall be delivered by or on behalf of the Company and the Guarantor to the
Representatives for the account of such Underwriter; and if in global form,
Underwriters' Securities to be purchased by each Underwriter pursuant to this
Underwriting Agreement shall be delivered to The Depository Trust Company for
credit to the specified account of such Underwriters. Such delivery in each
case shall be made against payment by such Underwriter or on its behalf of the
purchase price therefor by electronic funds transfer, certified or official bank
check or checks (or such other method of payment that may be specified in the
Underwriting Agreement), payable to the order of the Company in the funds
specified in this Underwriting Agreement, all at the place and time and date
specified in this Underwriting Agreement or at such other place and time and
date as the Representatives and the Company may agree upon in writing, such time
and date being herein called the "Time of Delivery" for such Securities.
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representatives for the accounts of
the Underwriters a check payable to the order of, or an electronic funds
transfer to the account of, the party designated in this Underwriting Agreement
in the amount of any compensation payable by the Company to the Underwriters in
respect of any Delayed Delivery Contracts as provided in Section 3 hereof and in
this Underwriting Agreement.
5. The Company and the Guarantor, jointly and severally, agree with each
of the Underwriters:
a. To make no further amendment or supplement to the Registration
Statements or the Prospectus after the date of this Underwriting Agreement and
prior to the Time of Delivery which shall be disapproved by the Representatives
promptly after reasonable notice thereof, except that the Company and the
Guarantor shall be permitted to make further amendments or supplements to the
Registration Statements or the Prospectus by incorporation by reference of any
proxy statements, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K
and Current Reports on Form 8-K without the approval of the Representatives,
provided that the Company or the Guarantor shall (i) deliver a copy of each such
report or proxy statement (together with all exhibits thereto) to each
Representative promptly with such report or proxy statement being filed with the
Commission; and (ii) if the date of the filing of such a report or proxy
statement with the Commission will be the same day as the Time of Delivery, then
the Company shall to the extent practicable notify each Representative at least
one business day (i.e. any day which is not a Saturday or Sunday and which in
New York City is not a day on which banking institutions are generally
authorized or obligated by law to close) prior to filing such a report or proxy
statement with the Commission; to advise the Representatives promptly of any
amendment or supplement to any Registration Statement or the Prospectus after
such Time of Delivery and furnish the Representatives with copies thereof and to
file promptly all reports and any definitive proxy or information statements
required to be filed by the Company or the Guarantor with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
delivery of a prospectus is required in connection with the offering or sale of
the Securities, and during such same period to advise the Representatives,
promptly after either of them receives notice thereof, of the time when any
amendment to any Registration Statement has been filed or become effective or
any supplement to the Prospectus or any amended Prospectus has been filed or
transmitted for filing, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any prospectus relating to the
Securities (or if the Securities consist of Warrants, of the related Warrant
Securities), of the suspension of the qualification of the Securities (or if the
Securities consists of Warrants, of the related Warrant Securities) for offering
or sale in any jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the amending or
supplementing of any Registration Statement or Prospectus or for additional
6.
<PAGE>
information; and, in the event of the issuance of any such stop order or of any
such order relating to the Securities (or if the Securities consist of Warrants,
of the related Warrant Securities) or suspension of any such qualification, to
use promptly its best efforts to obtain its withdrawal;
b. Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Securities (and, if the
Securities consist of Warrants, the related Warrant Securities) for offering and
sale under the securities laws of such jurisdictions as the Representatives may
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Securities, provided that in connection
therewith neither the Company nor the Guarantor shall be required to qualify as
a foreign corporation or to file a general consent to service of process in any
jurisdiction;
c. To furnish the Underwriters with copies of the Prospectus in such
quantities as the Representatives may from time to time reasonably request, and,
if the delivery of a prospectus is required at any time in connection with the
offering or sale of the Securities (and, if the Securities consist of Warrants,
the related Warrant Securities) and if at such time any event shall have
occurred as a result of which the Prospectus would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act, the Exchange Act or
the Trust Indenture Act, to notify the Representatives and upon their request to
file such document and to prepare and furnish without charge to each Underwriter
and to any dealer in securities as many copies as the Representatives may from
time to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
d. To make generally available to their respective security holders
as soon as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement and of the post-effective
amendment thereto hereinafter referred to, a consolidated earnings statement of
the Guarantor and its subsidiaries (which need not be audited) complying with
Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including at the option of the Guarantor, Rule 158); and
e. During the period beginning from the date of this Underwriting
Agreement and continuing to and including the earlier of (i) the termination of
trading restrictions for the Securities, as notified to the Company and the
Guarantor by the Representatives, and (ii) the Time of Delivery, not to offer,
sell, contract to sell or otherwise dispose, or announce the proposed issuance
or sale, of any debt securities (or warrants therefor) of the Company or the
Guarantor which mature more than one year after such Time of Delivery (or in the
case of warrants are exercisable more than one year after such Time of Delivery)
and which are substantially similar to the Securities, without the prior oral
consent of the Representatives, which consent shall be promptly confirmed in
writing.
6. The Company and the Guarantor, jointly and severally, covenant and
agree with the several Underwriters that the Company will pay or cause to be
paid the following: (i) the fees, disbursements and expenses of the Company's
and the Guarantor's respective counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of any Registration
Statement, any preliminary prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, the Standard Underwriting Provisions, July 1994, this
Underwriting Agreement, the Indenture, any Warrants, any Warrant Agreements, any
Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any
other documents in connection with the offering, purchase, sale and delivery of
the Securities (and if the Securities consist of Warrants, the related Warrant
Securities); (iii) all expenses in connection with the qualification of the
Securities (and if the Securities consist of Warrants, the related Warrant
Securities) for offering and sale under state securities laws as provided in
Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in
7.
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connection with such qualification and in connection with the Blue Sky and legal
investment surveys; (iv) any fees charged by securities rating services for
rating the Securities (and, if the Securities consist of Warrants, the related
Warrant Securities); (v) any filing fees incident to any required review by the
National Association of Securities Dealers, Inc. of the terms of the sale of the
Securities (and, if the Securities consist of Warrants, the related Warrant
Securities); (vi) the cost of preparing the Securities (and if the Securities
consist of Warrants, the related Warrant Securities); (vii) the fees and
expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee and, if the Securities consist of
Warrant Securities, the fees and expenses of any Warrant Agent and the fees and
disbursements of counsel for any Warrant Agent; (viii) the costs and fees
incurred in connection with the listing of any Securities on any securities
exchange; and (ix) all other costs and expenses incident to the performance of
its obligations hereunder and under any Delayed Delivery Contracts which are not
otherwise specifically provided for in this Section. It is understood, however,
that, except as provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Securities by them, and
any advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters shall be subject, in the
discretion of the Representatives, to the condition that all representations and
warranties and other statements of each of the Company and the Guarantor herein
are, at and as of the Time of Delivery, true and correct, the condition that the
Company and the Guarantor shall have performed all of their respective
obligations hereunder theretofore to be performed, and the following additional
conditions:
a. No stop order suspending the effectiveness of any Registration
Statement shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to the
Representatives' reasonable satisfaction;
b. Brobeck, Phleger & Harrison, counsel for the Underwriters, shall
have furnished to the Representatives such opinion or opinions, dated the Time
of Delivery, with respect to the incorporation of the Company and the Guarantor,
the validity of the Indenture, the Securities, the Warrant Securities, the
Warrant Agreement, the Delayed Delivery Contracts, if any, the applicable
Registration Statement, the Prospectus and other related matters as the
Representatives may reasonably request, and such counsel shall have received
such papers and information as they may reasonably request to enable them to
pass upon such matters;
c. The General Counsel of the Company and the Guarantor, or his
designee, subject to the approval by the Representatives of such designee, shall
have furnished to the Representatives his written opinion, dated the Time of
Delivery, in form and substance satisfactory to the Representatives, to the
effect that:
(i) Each of the Company and the Guarantor has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, with power
and authority (corporate and other) to own its properties and conduct
its business as described in the Prospectus;
(ii) The Guarantor has an authorized capitalization as set forth
in the Prospectus, all of the issued shares of capital stock of the
Company and of the Guarantor have been duly and validly authorized and
issued and are fully paid and non-assessable (except such counsel may
take exception for a DE MINIMIS number of shares), and the Guarantor
is the registered and beneficial owner of all of the outstanding
shares of capital stock of the Company;
(iii) To the best of such counsel's knowledge and other than as
set forth or contemplated in the Prospectus, there is no legal or
governmental proceeding pending to which the Company or the Guarantor
or any of their respective subsidiaries is a
8.
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party or of which any property of the Company or the Guarantor or any
of their respective subsidiaries is the subject, which is likely (to
the extent not covered by insurance) to have a material adverse effect
on the consolidated financial position of the Company and its
subsidiaries or of the Guarantor and its subsidiaries; and, to the
best of such counsel's knowledge and other than as set forth or
contemplated in the Prospectus, no such proceeding is threatened or
contemplated by governmental authorities or threatened by others;
(iv) This Underwriting Agreement has been duly authorized,
executed and delivered by the Company and the Guarantor;
(v) In the event any of the Securities are to be purchased
pursuant to Delayed Delivery Contracts, each of such Delayed Delivery
Contracts has been duly authorized, executed and delivered by the
Company and the Guarantor and, assuming each such Delayed Delivery
Contract has been duly executed and delivered by the purchaser named
therein, constitutes a valid and legally binding agreement of the
Company and the Guarantor, enforceable against the Company and the
Guarantor in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles; and any Delayed Delivery Contracts conform
in all material respects to the description thereof in the Prospectus;
(vi) The Securities that are Debt Securities have been duly
authorized executed, authenticated, issued and delivered and
constitute valid and legally binding obligations of the Company and
the Guarantor entitled to the benefits provided by the Indenture
(assuming the due authorization, execution and delivery thereof by the
Trustee), subject as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; the
Contract Securities that are Debt Securities, if any, when executed,
authenticated and issued pursuant to the Indenture and delivered
against payment therefor pursuant to the Delayed Delivery Contracts,
if any, will constitute valid and legally binding obligations of the
Company and the Guarantor entitled to the benefits provided by the
Indenture, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and the
Debt Securities and the Indenture conform in all material respects to
the descriptions thereof in the Prospectus;
(vii) The Indenture has been duly authorized, executed and
delivered by the Company and the Guarantor and (assuming the due
authorization, execution and delivery thereof by the Trustee)
constitutes a valid and legally binding instrument of the Company and
the Guarantor, enforceable against the Company and the Guarantor in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity
principles; and the Indenture has been duly qualified under the Trust
Indenture Act;
(viii) The issue and sale of the Securities and the compliance
by the Company and the Guarantor with all of the provisions of the
Securities, in the case of the issue and sale of Debt Securities, the
relevant Indenture, in the case of the issue and sale of Warrants, the
Warrant Agreement and the related Warrant Securities, each of the
Delayed Delivery Contracts, if any, and this Underwriting Agreement
and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default
9.
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under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which the Company or
the Guarantor is a party or by which the Company or the Guarantor is
bound or to which any of the property or assets of the Company or the
Guarantor is subject, nor will such action result in any violation of
the provisions of the Guarantor's Certificate of Incorporation, as
amended, or the Company's Restated Articles of Incorporation, as
amended, or the By-Laws, as amended, of the Company or the Guarantor
or any statute or any order, rule or regulation known to such counsel
of any governmental agency or body having jurisdiction over the
Company or the Guarantor or any of their respective properties, except
that such counsel may state that the opinion set forth in the
preceding clause is limited to those statutes, orders, rules and
regulations currently in effect which, in such counsel's experience,
are normally applicable to transactions of the type contemplated by
this Agreement and that such counsel expresses no opinion as to the
securities or Blue Sky laws of the various jurisdictions in which the
Debt Securities are to be offered;
(ix) No consent, approval, authorization, order, registration or
qualification of or with any such United States court or governmental
agency or body is required for the issue and sale of the Securities
(or, in the case of Securities that are Warrants, the issue and sale
of the related Warrant Securities) or the consummation by the Company
or the Guarantor of the other transactions contemplated by this
Underwriting Agreement or, in the case of Securities that are Debt
Securities, the relevant Indenture or, in the case of the Securities
that are Warrants, the Warrant Agreement, or any of such Delayed
Delivery Contracts, except such as have been obtained under the Act
and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required by
any stock exchange on which any of the Securities may be listed and
under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriters;
(x) The Securities that are Warrants have been duly authorized,
countersigned and issued by the Warrant Agent pursuant to the Warrant
Agreement and, when delivered against payment therefor pursuant to
this Underwriting Agreement and, in the case of any Contract
Securities that are Warrants, pursuant to Delayed Delivery Contracts,
such Securities will have been duly executed, issued and delivered and
will constitute valid and legally binding obligations of the Company
and the Guarantor, entitled to the benefits provided by the Warrant
Agreement (assuming the due authorization, execution and delivery
thereof by the Warrant Agent), which will be substantially in the form
filed as an exhibit to the applicable Registration Statement; the
Warrant Agreement has been duly authorized, executed and delivered by
the Company and the Guarantor and (assuming the due authorization,
execution and delivery thereof by the Warrant Agent), at the Time of
Delivery the Warrant Agreement will constitute a valid and legally
binding instrument of the Company and the Guarantor, enforceable
against the Company and the Guarantor in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; the Warrant
Securities will have been duly authorized and, upon due execution,
authentication and issuance pursuant to the Indenture and delivery and
payment therefor upon exercise of the Warrants pursuant to the related
Warrant Agreement, will constitute valid and legally binding
obligations of the Company and the Guarantor entitled to the benefits
of the Indenture, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, and other laws of general applicability
relating to or affecting creditors' rights and to general equity
principles; and the Warrants, the
10.
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related Warrant Securities and the Warrant Agreement conform in all
material respects to the descriptions thereof in the Prospectus;
(xi) To the best of such counsel's knowledge after reasonable
inquiry, there are no holders of securities of the Company or the
Guarantor who, by reason of the filing of either of the Registration
Statements under the Act or the execution by the Company and Guarantor
of this Underwriting Agreement, have the right to request or demand
that the Company or the Guarantor register under the Act any
securities held by them;
(xii) The documents incorporated by reference in the Prospectus,
(other than the financial statements, the related schedules and
financial exhibits and other financial and statistical information
included therein, as to which such counsel need express no opinion),
when they became effective or were filed with the Commission, as the
case may be, complied as to form in all material respects with the
requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder; and such counsel
has no reason to believe that any of such documents, when they became
effective or were so filed, as the case may be, in the case of a
registration statement which became effective under the Act, contained
an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and, in the case of other documents which were
filed under the Act or the Exchange Act with the Commission, contained
an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made when such documents
were so filed, not misleading; and
(xiii) Each Registration Statement and the Prospectus (other
than the financial statements, the related schedules and financial
exhibits and other financial and statistical information included
therein, as to which such counsel need express no opinion), comply as
to form in all material respects with the requirements of the Act, the
Trust Indenture Act, the rules and regulations thereunder; such
counsel has no reason to believe that, as of the effective date of the
applicable Registration Statement, either the applicable Registration
Statement or the Basic Prospectus contained an untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that, as of the Time of Delivery, either the applicable
Registration Statement or the Prospectus contains an untrue statement
of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; PROVIDED, such counsel need express no opinion with
respect to any statement contained in or omitted from any Registration
Statement or the Prospectus in reliance upon or in conformity with
written information furnished to the Company or the Guarantor by any
Underwriter, expressly for use in any Registration Statement or
Prospectus; and such counsel does not know of any contracts or other
documents of a character required to be filed as an exhibit to the
applicable Registration Statement or required to be incorporated by
reference into the Prospectus or required to be described in the
applicable Registration Statement or the Prospectus, which are not
filed or incorporated by reference or described as required;
d. At the Time of Delivery, the independent accountants of the
Company and the Guarantor who have audited the consolidated financial statements
of the Company and the Guarantor and their respective subsidiaries incorporated
by reference in the applicable Registration Statement shall have furnished to
the Representatives letters dated as of the Time of Delivery with respect to
each of the Company and the Guarantor to the effect set forth in Annex II to
these Standard Underwriting Provisions, and as to such
11.
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other matters as the Representatives may reasonably request and in form and
substance satisfactory to the Representatives;
e. (i) Neither the Company nor the Guarantor nor any of their
respective subsidiaries shall have sustained since the date of the
latest audited consolidated financial statements included or
incorporated by reference in the Prospectus, any loss or interference
with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus; and
(ii) since the respective dates as of which information is given
in the Prospectus there shall not have been any change in the capital
stock or consolidated long-term debt of the Company or the Guarantor
or any change, or development involving a prospective change, in or
affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company or the
Guarantor and their respective subsidiaries, otherwise than as set
forth or contemplated in the Prospectus, the effect of which, in any
such case described in Clause (i) or (ii), is in the judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated in the
Prospectus;
f. Subsequent to the date of this Underwriting Agreement (i) no
downgrading shall have occurred in the rating accorded the Company's or the
Guarantor's debt securities by any "nationally recognized statistical rating
organization," as that term is defined by the Commission for purposes of
Rule 436(g)(2) under the Act; and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Company's or the Guarantor's debt
securities;
g. Subsequent to the date of this Underwriting Agreement there shall
not have occurred any of the following: (i) a suspension or material limitation
in trading in securities generally on the New York Stock Exchange; (ii) a
general moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities; or (iii) any outbreak or
escalation of hostilities or other calamity or crisis on or after the date of
such Underwriting Agreement, if the effect of any such event specified in this
Clause (iii) in the judgment of the Representatives makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Underwriters' Securities on the terms and in the manner contemplated in the
Prospectus;
h. The Company and the Guarantor shall have furnished or caused to
be furnished to the Representatives at the Time of Delivery certificates of
officers of the Company and the Guarantor satisfactory to the Representatives as
to the accuracy of the representations and warranties of the Company and the
Guarantor, respectively, herein at and as of such Time of Delivery, as to the
performance by the Company and the Guarantor of all of their respective
obligations hereunder to be performed at or prior to such Time of Delivery, as
to the matters set forth in subsections (a) and (e) of this Section, and as to
such other matters as the Representatives may reasonably request; and
i. There has been no notice pursuant to Section 5(a) above of an
intention to amend or supplement, nor has there been any such amendment or
supplement to, the applicable Registration Statement or the Prospectus by
incorporation by reference pursuant to Section 5(a) above between the date of
this Underwriting Agreement and the Time of Delivery, inclusive. If the Company
notifies any Representative of the impending filing of any amendment or
supplement to the Registration Statement or the Prospectus by incorporation by
reference pursuant to Section 5(a) above, then each Representative so notified
shall use such
12.
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information, until such information has been filed with the Commission, solely
for the purpose of determining whether or not to consummate the purchase of the
Securities pursuant to this Underwriting Agreement.
8. a. The Company and the Guarantor, jointly and severally, will
indemnify and hold harmless each Underwriter against any losses, claims,
damages, or liabilities, joint or several, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, any Registration Statement, the Prospectus, or any other
prospectus relating to the Securities, or any amendment or supplement thereto,
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 will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim; provided, however,
that neither the Company nor the Guarantor shall be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any preliminary prospectus, any Registration Statement,
the Prospectus, or any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company or the Guarantor by any Underwriter through
the Representatives expressly for use in the Prospectus.
b. Each Underwriter will indemnify and hold harmless the Company and
the Guarantor against any losses, claims, damages or liabilities to which the
Company and the Guarantor, respectively, may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus, any
Registration Statement, the Prospectus, or any other prospectus relating to the
Securities, or any amendment or supplement thereto, 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,
in each case to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any preliminary
prospectus, any Registration Statement, the Prospectus, or any other prospectus
relating to the Securities, or any such amendment or supplement thereto in
reliance upon and in conformity with written information furnished to the
Company or the Guarantor by such Underwriter through the Representatives
expressly for use therein; and will reimburse the Company or the Guarantor for
any legal or other expenses reasonably incurred by the Company or the Guarantor,
as the case may be, in connection with investigating or defending any such
action or claim.
c. Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.
d. If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative
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benefits received by the Company and the Guarantor, on the one hand, and the
Underwriters, on the other, from the offering of the Securities to which such
loss, claim, damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company and the Guarantor, on the one hand, and the
Underwriters, on the other, in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Guarantor, on the one hand, and such
Underwriters, on the other, shall be deemed to be in the same proportion as the
total net proceeds from such offering (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions received by
such Underwriters. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Guarantor, on the one hand, or such
Underwriters, on the other, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company, the Guarantor and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the applicable Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. 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. The
obligations of the Underwriters in this subsection (d) to contribute are several
in proportion to their respective underwriting obligations with respect to the
Securities and not joint.
e. The obligations of the Company and the Guarantor under this
Section 8 shall be in addition to any liability which the Company or the
Guarantor may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section 8
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company or the Guarantor and to each person, if any,
who controls the Company or the Guarantor within the meaning of the Act.
9. a. If any Underwriter shall default in its obligation to purchase
the Underwriters' Securities which it has agreed to purchase under this
Underwriting Agreement relating to such Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Underwriters' Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Underwriters' Securities, then the Company
and the Guarantor shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties satisfactory to the
Representatives to purchase such Underwriters' Securities on such terms. In the
event that, within the respective prescribed period, the Representatives notify
the Company and the Guarantor that they have so arranged for the purchase of
such Underwriters' Securities, or the Company and the Guarantor notify the
Representatives that they have so arranged for the purchase of such
Underwriters' Securities, the Representatives or the Company and the Guarantor
shall have the right to postpone the Time of Delivery for such Underwriters'
Securities for a period of not more than seven days, in order to effect whatever
changes may thereby be made necessary in the applicable Registration Statement
or the Prospectus as amended or supplemented, or in any other documents or
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arrangements, and the Company and the Guarantor agree to file promptly any
amendments or supplements to the applicable Registration Statement or the
Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to this Underwriting Agreement.
b. If, after giving effect to any arrangements for the purchase of
the Underwriters' Securities of a defaulting Underwriter or Underwriters by the
Representatives or the Company and the Guarantor as provided in subsection (a)
above, the aggregate principal amount (with respect to Debt Securities) and
number (with respect to Warrants) of such Underwriters' Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount (with
respect to Debt Securities) and number (with respect to Warrants) of the
Securities, then the Company shall have the right to require each non-defaulting
Underwriter to purchase the principal amount (with respect to Debt Securities)
and number (with respect to Warrants) of Underwriters' Securities which such
Underwriter agreed to purchase under this Underwriting Agreement and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the principal amount (with respect to Debt Securities) and
number (with respect to Warrants) of Securities which such Underwriter agreed to
purchase under this Underwriting Agreement) of the Underwriters' Securities of
such defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
c. If, after giving effect to any arrangements for the purchase of
the Underwriters' Securities of a defaulting Underwriter or Underwriters by the
Representatives or the Company and the Guarantor as provided in subsection (a)
above, the aggregate principal amount (with respect to Debt Securities) and
number (with respect to Warrants) of Underwriters' Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount (with respect
to Debt Securities) and number (with respect to Warrants) of the Securities, as
referred to in subsection (b) above, or if the Company and the Guarantor shall
not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Underwriters' Securities of a defaulting
Underwriter or Underwriters, then this Underwriting Agreement shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter, the
Company or the Guarantor, except for the expenses to be borne by the Company,
the Guarantor and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Guarantor and the several Underwriters,
as set forth in this Underwriting Agreement or made by or on behalf of them,
respectively, pursuant to this Underwriting Agreement, shall remain in full
force and effect, regardless of any investigation (or any statement as to the
results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company, or any officer or director or
controlling person of the Company, or the Guarantor, or any officer or director
or controlling person of the Guarantor, and shall survive delivery of and
payment for the Securities.
11. If this Underwriting Agreement shall be terminated pursuant to
Section 9 hereof, the Company and the Guarantor shall not then be under any
liability to any Underwriter with respect to the Securities except as provided
in Section 6 and Section 8 hereof; but, if for any other reason, Underwriters'
Securities are not delivered by or on behalf of the Company and the Guarantor as
provided herein, the Company and the Guarantor will reimburse the Underwriters
through the Representatives for all out-of-pocket expenses approved in writing
by the Representatives, including fees and disbursements or counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the Securities, but the Company and the Guarantor shall then be
under no further liability to any Underwriter with respect to such Securities
except as provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters
shall act on behalf of each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or agreement on
behalf of any Underwriter made or given by such Representatives jointly or by
such of the Representatives, if any, as may be designated for such purpose in
Schedule II hereto.
15.
<PAGE>
All statements, requests, notices and agreements hereunder shall be in
writing or by facsimile, telex, telegram or other similar electronic
communication if promptly confirmed in writing, and if the Underwriters shall be
sufficient in all respects if delivered or sent by registered mail to the
address of the Representatives as set forth in Schedule II and Schedule III
hereto; and if to the Company and the Guarantor shall be sufficient in all
respects if delivered or sent by registered mail to the address of the Company
and the Guarantor set forth in the applicable Registration Statement, Attention:
Corporate Secretary; provided, however, that any notice to an Underwriter
pursuant to Section 8(c) hereof shall be delivered or sent by registered mail to
such Underwriter at its address set forth either in its Underwriters'
Questionnaire, or facsimile constituting such Questionnaire, which address will
be supplied to the Company and the Guarantor by the Representatives upon
request.
13. This Underwriting Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters, the Company, the Guarantor and, to the extent
provided in Section 8 and Section 10 hereof, the officers and directors of the
Company and each person who controls the Company, the officers and directors of
the Guarantor and each person who controls the Guarantor, or any Underwriter,
and their respective heirs, executors, administrators, successors and assigns,
and no other person shall acquire or have any right under or by virtue of this
Underwriting Agreement. No purchaser of any of the Securities from an
Underwriter shall be deemed a successor or assign by reason merely of such
purchase.
14. Time shall be of the essence in this Underwriting Agreement.
15. This Underwriting Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
16. This Agreement may be (i) executed by any one or more of the parties
hereto and thereto in any number of counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together
constitute one and the same instrument and (ii) evidenced by an exchange of
facsimile communications or any other rapid transmission device designed to
produce a written record of communications transmitted. The obligations of the
Underwriters under this Underwriting Agreement shall be several and not joint.
16.
<PAGE>
ANNEX I
TO
STANDARD UNDERWRITING PROVISIONS
UNDERWRITING AGREEMENT
----------------------
- -------------------------------------
- -------------------------------------
- -------------------------------------
- -------------------------------------
- -------------------------------------
- -------------------------------------
As Representatives of the several
Underwriters named in Schedule I [Date]
hereto
Ladies and Gentlemen:
Union Oil Company of California (the "Company") proposes, subject to the
terms and conditions stated herein and in Section 1 through 16 and Annexes II
and III of the Company and Unocal Corporation (the "Guarantor") Standard
Underwriting Provisions, July 1994 (the "Standard Provisions"), to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
securities (the "Securities") specified in Schedule II hereto (with respect to
Debt Securities) and Schedule III hereto (with respect to Warrants). Each of
the provisions of the Standard Provisions is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Underwriting Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Underwriting Agreement, except that
each representation and warranty with respect to the Prospectus in Section 2 of
the Standard Provisions shall be deemed to be a representation and warranty as
of _______, 1994 in relation to the Basic Prospectus (as therein defined), and
also a representation and warranty as of the date of this Underwriting Agreement
in relation to the Prospectus (as therein defined). Each reference to the
Representatives herein and in the provisions of the Standard Provisions so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Standard Provisions are used herein as
therein defined. The Representatives designated to act on behalf of each of the
Underwriters pursuant to Section 12 of the Standard Provisions and the address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto (with respect to Debt Securities) and Schedule III hereto
(with respect to Warrants).
An amendment to the applicable Registration Statement, or a supplement
to the Basic Prospectus, as the case may be, relating to the Securities, in the
form heretofore delivered to you, has been or is now proposed to be transmitted
for filing with the Commission.
Subject to the terms and conditions set forth herein and in the
Standard Provisions incorporated herein by reference, the Company and the
Guarantor agree to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company and
the Guarantor, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto (with respect to Debt Securities)
and Schedule III hereto (with respect to Warrants), the principal amount (with
respect to Debt Securities) and number (with respect to Warrants) of Securities
set forth opposite the name of such Underwriter in Schedule I hereto, less the
principal amount (with respect to Debt Securities) and number (with respect to
Warrants) of Securities covered by Delayed Delivery Contracts, if any, as may be
I-1
<PAGE>
specified respectively in such Schedule II (with respect to Debt Securities) and
Schedule III (with respect to Warrants).
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Standard Provisions incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, the Company and the Guarantor. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company and the Guarantor for
examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
UNION OIL COMPANY OF CALIFORNIA
By:
---------------------------------------------
Name:
Title:
UNOCAL CORPORATION
By:
----------------------------------------------
Name:
Title:
Accepted as of the date hereof:
[Name of Representative]
By:
-----------------------------------
Authorized Signature
Name:
Title:
[Name of Representative]
By:
-----------------------------------
Authorized Signature
Name:
Title:
On behalf of each of the Underwriters
I-2
<PAGE>
SCHEDULE I
TO
UNDERWRITING AGREEMENT
Principal Amount of Number of
Securities that are Securities that
Debt Securities to are Warrants to
Underwriters be Purchased be Purchased
- ------------ ------------------- ---------------
[Names of Underwriters]. . . . . . .$
_________________ _________________
Total. . . . . . . . . . . . . . . . . .$________________ _________________
---------------- -----------------
I-3
<PAGE>
SCHEDULE II
TO
UNDERWRITING AGREEMENT
DEBT SECURITIES
---------------
TITLE OF SECURITIES:
[ %] [Floating Rate] [Zero Coupon] [Indexed] [Amortizing] [Notes]
[Debentures] due
AGGREGATE PRINCIPAL AMOUNT:
$
-----------------------------
GUARANTEE:
Payment of Principal, Interest and Premium, if any, is guaranteed by the
Guarantor
PRICE TO PUBLIC:
% of the principal amount of the Securities, plus accrued interest
from _______________________ to ________________ [and accrued amortization, if
any, from _______________________ to ________________]
PURCHASE PRICE BY UNDERWRITER:
% of the principal amount of the Securities, plus accrued interest
from _______________________ to ________________ [and accrued amortization, if
any, from _______________________ to ________________]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York] Clearing House funds [or immediately available federal
funds, if agreed to by the Representatives]
FORM OF PAYMENT:
INDENTURE:
[Indenture dated as of ________, 1994, among the Company, the
Guarantor and Chemical Trust Company of California, as Trustee]
[Indenture dated ________________, among the Company, the Guarantor
and ____________, as Trustee]
RANKING AS SENIOR OR SUBORDINATED:
CONVERSION OR EXCHANGE:
MATURITY:
I-4
<PAGE>
INTEREST RATE:
[ %] [Floating Rate] [Zero Coupon] [Indexed] [Amortizing]
INTEREST PAYMENT DATES:
[months and dates]
REDEMPTION PROVISIONS:
[No provisions for redemption]
[The Securities may be redeemed, otherwise than through the sinking
fund, in whole or in part at the option of the Company, in the amount of
$_________________ or an integral multiple thereof, _____________________] [on
or after _____ at the following redemption prices (expressed in percentage of
principal amount). If redeemed on or before _________________, ___%, and if]
redeemed during the 12-month period beginning
REDEMPTION
YEAR PRICE
---- ----------
and thereafter at 100% of their principal amount, together in each case with
accrued interest to the redemption date.]
[on any interest payment date falling on or after ______________, ___________,
at the election of the Company, at a redemption price equal to the principal
amount thereof, plus accrued interest to the date of redemption.] Other
possible redemption provisions, such as mandatory redemption upon occurrence of
certain events or redemption for changes in tax law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Securities are entitled to the benefit of a sinking fund to
retire $__________ principal amount of Securities on _________________ in each
of the years ________________ through ______________ at 100% of their principal
amount plus accrued interest] [together with [cumulative] [non-cumulative]
redemptions at the option of the Company to retire an additional $_____________
principal amount of Securities in the years ____________ through _______________
at 100% of their principal amount plus accrued interest.]
REPAYMENT PROVISIONS:
Securities are repayable on __________________, [insert date and
years]. at the option of the holder, at their principal amount with accrued
interest. Initial annual interest rate will be ______%, and thereafter annual
interest rate will be adjusted on _____________ and ________________ to a rate
not less than _____% of the effective annual interest rate on the U.S. Treasury
obligations with ______-year maturities as of the [insert date 15 days prior to
maturity date] prior to such [insert maturity date].
I-5
<PAGE>
FLOATING RATE PROVISIONS:
Initial annual interest rate will be [insert applicable interest
provisions]
TIME OF DELIVERY:
[Time and date], 19____
CLOSING LOCATION:
[Brobeck, Phleger & Harrison, 550 S. Hope Street, Los Angeles,
California 90071.]
DELAYED DELIVERY:
[None] [Underwriters' commission shall be _______% of the principal
amount of Securities for which Delayed Delivery Contracts have been entered
into. Such commission shall be payable to the order of
__________________________.]
NAMES AND ADDRESSES OF REPRESENTATIVES:
DESIGNATED REPRESENTATIVES:
ADDRESS FOR NOTICES, ETC.:
[OTHER TERMS]*
- -------------------------------
*A Description of particular tax, accounting or other unusual features of
the Securities should be set forth, or referenced to an attached and
accompanying description, if necessary to the issuer's understanding of the
transaction contemplated. Such a description might appropriately be in the form
in which such features will be designated in the Prospectus Supplement for the
offering.
I-6
<PAGE>
SCHEDULE III
TO
UNDERWRITING AGREEMENT
WARRANTS
PART A
DESCRIPTION OF WARRANTS
NUMBER OF WARRANTS:
EACH WARRANT [IS] [WILL BE] EXERCISABLE FOR $______ AGGREGATE PRINCIPAL AMOUNT
OF [TITLE OF THE WARRANT SECURITIES]
EXERCISE PERIOD:
EXERCISE PRICE:
DETACHABILITY:
LISTING:
TITLE OF WARRANT AGREEMENT:
WARRANT AGENT:
PRICE TO PUBLIC:
UNDERWRITERS DISCOUNT:
PURCHASE PRICE BY UNDERWRITERS:
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York] Clearing House funds [or immediately available federal
funds if agreed to by the Representatives.]
FORM OF PAYMENT:
TIME OF DELIVERY:
[Time and date], 19__
CLOSING LOCATION:
[Brobeck, Phleger & Harrison, 550 South Hope Street, Los Angeles,
California 90071]
DELAYED DELIVERY:
[None] [Underwriters' commission shall be of the purchase price of the
Warrants for which Delayed Delivery Contracts have been entered into. Such
commission shall be payable to the order of ___________________________.]
I-7
<PAGE>
NAMES AND ADDRESSES OF REPRESENTATIVES:
DESIGNATED REPRESENTATIVES:
ADDRESS FOR NOTICES, ETC.:
[OTHER TERMS]**:
PART B
DESCRIPTION OF WARRANT SECURITIES
TITLE OF WARRANT SECURITIES:
AGGREGATE PRINCIPAL AMOUNT:
$_____________
GUARANTEE:
Payment of Principal, Interest and Premium, if any, is guaranteed by
the Guarantor
INDENTURE:
[Indenture dated as of ________, 1994, among the Company, the
Guarantor and Chemical Trust Company of California, Trustee]
[Indenture, dated ______________, 199__, between the Company, the
Guarantor and ______________, as Trustee]
RANKING AS SENIOR OR SUBORDINATED:
CONVERSION OR EXCHANGE:
MATURITY:
INTEREST RATE:
[ %] [Floating Rate] [Zero Coupon] [Indexed] [Amortizing]
INTEREST PAYMENT DATES:
[months and dates]
REDEMPTION PROVISIONS:
[No provisions for redemption]
- -----------------------------
**A Description of particular tax, accounting or other unusual features of
the Securities should be set forth, or referenced to an attached and
accompanying description, if necessary to the issuer's understanding of the
transaction contemplated. Such a description might appropriately be in the form
in which such features will be designated in the Prospectus Supplement for the
offering.
I-8
<PAGE>
[The Warrant Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the amount of
$_____________ or an integral multiple thereof, ______________] [on or after __
______________ at the following redemption prices (expressed in percentage of
principal amount). If [redeemed on or before ___________________, _____%, and
if] redeemed during the 12-month period beginning
REDEMPTION
YEAR PRICE
---- ----------
and thereafter at 100% of their principal amount, together in each case with
accrued interest to the redemption date.]
[on any interest payment date falling on or after ______________, _____________,
at the election of the Company, at a redemption price equal to the principal
amount thereof, plus accrued interest to the date of redemption.] [Other
possible redemption provisions, such as mandatory redemption upon occurrence of
certain events or redemption for changes in tax law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Warrant Securities are entitled to the benefit of a sinking fund
to retire $_____________ principal amount of Warrant Securities on _____________
______ in each of the years _______________through _____________ at 100% of
their principal amount plus accrued interest], [together with [cumulative]
[non-cumulative] redemptions at the option of the Company to retire an
additional $_________________ principal amount of Warrant Securities in the
years _____________________ through _________________ at 100% of their principal
amount plus accrued interest.]
REPAYMENT PROVISIONS:
Securities are repayable on __________________, [insert date and
years], at the option of the holder, at their principal amount with accrued
interest. Initial annual interest rate will be ____%, and thereafter annual
interest rate will be adjusted on _________________ and __________ to a rate not
less than ____% of the effective annual interest rate on U.S. Treasury
obligations with ______-year maturities as of the [insert date 15 days prior to
maturity date] prior to such [insert maturity date].]
FLOATING RATE PROVISIONS:
Initial annual interest rate will be [insert applicable interest
provisions]
I-9
<PAGE>
ANNEX II
TO
STANDARD UNDERWRITING PROVISIONS
FORM OF COMFORT LETTERS
Pursuant to Section 7(d) of the Underwriting Agreement, the
independent accountants shall furnish letters to the Representatives with
respect to each of the Company and the Guarantor to the effect that:
(i) They are independent certified public accountants with
respect to the Company and the Guarantor (as applicable) within the meaning of
the Act and the applicable published rules and regulations thereunder;
(ii) In their opinion, the consolidated financial statements and
any supplementary financial information and schedules audited by them and
included or incorporated by reference in the Registration Statement or the
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the related
published rules and regulations thereunder;
(iii) In their opinion, the unaudited selected financial
information with respect to the consolidated results of operations and financial
position of the Guarantor for the five most recent fiscal years included or
incorporated by reference in the Prospectus or in Item 6 of the Guarantor's
Annual Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for the five such fiscal years which were
included or incorporated by reference in the Guarantor's Annual Reports on Form
10-K for such fiscal years;
(iv) If applicable, in their opinion, the unaudited selected
financial information with respect to the consolidated results of operations and
financial position of the Company for the five most recent fiscal years included
or incorporated by reference in the Prospectus or in Item 6 of the Company's
Annual Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for the five such fiscal years which were
included or incorporated by reference in the Company's Annual Reports on
Form 10-K for such fiscal years;
(v) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards, consisting
of a reading of the unaudited financial statements and other information
referred to below, a reading of the latest available interim consolidated
financial statements of the Company and the Guarantor as consolidated with their
respective subsidiaries, inspection of the minute books of the Company, the
Guarantor and their respective significant subsidiaries since the date of the
latest audited financial statements included or incorporated by reference in the
Prospectus, inquiries of officials of the Company, the Guarantor and their
respective significant subsidiaries responsible for financial and accounting
matters and such other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to believe that:
(A) the unaudited condensed consolidated earnings
statement, consolidated balance sheet and consolidated cash
flows statement included or incorporated by reference in the
Guarantor's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting
requirements of the Exchange Act as it applies to Form 10-Q
and the related published rules and regulations thereunder
or that any material modification should be made to them in
order for them to be in conformity with generally accepted
accounting principles;
II-1
<PAGE>
(B) if applicable, the unaudited condensed
consolidated earnings statement, consolidated balance sheet
and consolidated cash flows statement included or
incorporated by reference in the Company's Quarterly Reports
on Form 10-Q incorporated by reference in the Prospectus do
not comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act as it
applies to Form 10-Q and the related published rules and
regulations thereunder or that any material modification
should be made to them in order for them to be in conformity
with generally accepted accounting principles;
(C) any unaudited pro forma condensed consolidated
financial statements included or incorporated by reference
in the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or
the pro forma adjustments have not been properly applied to
the historical amounts in the compilation of those
statements, except as disclosed and with which they concur;
(D) as of a specified date not more than five days
prior to the Time of Delivery, there have been any changes
in the outstanding capital stock (other than, in the case of
the Guarantor, issuances of capital stock upon exercise of
options and stock appreciation rights, upon earn-outs of
performance shares and upon conversions of convertible
securities, in each case which were outstanding on the date
of the latest balance sheet included or incorporated by
reference in the Prospectus, and upon grants or
cancellations of restricted stock and issuances of capital
stock pursuant to the Profit Sharing Plan and the Dividend
Reinvestment Plan and Common Stock Purchase Plan) or any
increase in the consolidated long-term debt of the Company
and the Guarantor and their respective subsidiaries (other
than normal fluctuations in the outstanding amount of
commercial paper classified as long-term in accordance with
generally accepted accounting principles), or any increase
in short-term notes payable in excess of 100%, or any
decreases in consolidated net current assets or net assets
or other items specified by the Representatives or any
increases in any items specified by the Representatives, in
each case as compared with amounts shown in the latest
balance sheet included or incorporated by reference in the
Prospectus, except in each case for changes, increases or
decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(E) for the period from the date of the latest
financial statements included or incorporated by reference
in the Prospectus to the specified date referred to in
Clause (D) there were any decreases in consolidated total
revenues, net earnings or, in the case of the Guarantor, net
earnings per share or, if for a fiscal quarter, the ratio of
earnings to fixed charges or other items specified by the
Representatives, or any increases in any items specified by
the Representatives, in each case as compared with the
comparable period of the preceding year and with any other
period of corresponding length specified by the
Representatives, except in each case for increases or
decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(i) In addition to the examination referred to in their
report(s) included or incorporated by reference in the Prospectus and the
limited procedures, inspection of minute books, inquiries
II-2
<PAGE>
and other procedures referred to in paragraph (v) above, they have carried out
certain specified procedures, not constituting an examination in accordance with
generally accepted auditing standards, with respect to certain amounts,
percentages and financial information specified by the Representatives which are
derived from the general accounting records of the Company, the Guarantor and
their respective subsidiaries, which appear in the Prospectus (including
specified documents incorporated by reference), or in Part II of, or in exhibits
and schedules to, the Registration Statement specified by the Representatives,
and have compared certain of such amounts, percentages and financial information
with the accounting records of, or, if approved by the Underwriters, schedules
prepared by, the Company, the Guarantor and their respective subsidiaries and
have found them to be in agreement.
II-3
<PAGE>
ANNEX III
TO
STANDARD UNDERWRITING PROVISIONS
DELAYED DELIVERY CONTRACT
UNION OIL COMPANY OF CALIFORNIA
UNOCAL CORPORATION
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________ ___________, 199____
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Union Oil Company of
California, a California corporation (the "Company"), and Unocal Corporation, a
Delaware corporation (the "Guarantor"), and the Company and the Guarantor agree
to sell to the undersigned,
[warrants to purchase] $........................
principal amount of the Company's [Title of Securities] guaranteed as to payment
of principal, interest and premium, if any, by the Guarantor (the "Securities"),
offered by the Company's and the Guarantor's Prospectus dated ________, 1994, as
amended or supplemented as of _____________, 199__, receipt of a copy of which
is hereby acknowledged, at a purchase price of ____% of the principal amount
thereof, plus accrued interest from the date from which interest accrues as set
forth below, and on the further terms and conditions set forth in this contract.
The undersigned will purchase the Securities from the Company and the
Guarantor on ______________________, 199__ (the "Delivery Date") and interest on
the Securities so purchased will accrue from ______________________ , 199__.
[The undersigned will purchase the Securities from the Company and the
Guarantor on the delivery date or dates and on the principal amount or amounts
set forth below:
<TABLE>
<CAPTION>
PRINCIPAL DATE FROM WHICH
DELIVERY DATE AMOUNT INTEREST ACCRUES
- ------------- --------- -----------------
<S> <C> <C>
_________________, 199_ $ __________, 199_
_________________, 199_ $ __________, 199_
</TABLE>
III-1
<PAGE>
Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date".]
Payment for the Securities which the undersigned has agreed to
purchase on [the][each] Delivery Date shall be made to the Company or its order
by either certified or official bank check in ____________________ Clearing
House funds at the office of _________________________ , __________________,
_________________ or by wire transfer of immediately available funds, at the
option of the undersigned, to a bank account specified by the Company, on
[the][such] Delivery Date upon delivery to the undersigned of the Securities
then to be purchased by the undersigned in definitive fully registered form and
in such denominations and registered in such names as the undersigned may
designate by written or telegraphic communication addressed to the Company not
less than five full business days prior to [the][such] Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
Securities on [the][each] Delivery Date shall be subject to the condition that
the purchase of Securities to be made by the undersigned shall not on
[the][such] Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject. The obligation of the undersigned to take
delivery of and make payment for Securities shall not be affected by the failure
of any purchaser to take delivery of and payment for Securities pursuant to
other contracts similar to this contract.
[The undersigned understands that Underwriters (the "Underwriters") are
also purchasing Securities from the Company and the Guarantor, but that the
obligations of the undersigned hereunder are not contingent on such purchases.]
Promptly after completion of the sale to the Underwriters the Company and the
Guarantor will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the Opinion of Counsel for the
Company and the Guarantor delivered to the Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Securities
hereby agreed to be purchased by it under the laws of the jurisdiction to which
the undersigned is subject.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. This
contract shall be governed by and construed in accordance with the laws of the
State of New York.
It is understood that the acceptance by the Company and the Guarantor of
any Delayed Delivery Contract (including this contract) is in the Company's and
the Guarantor's sole discretion and that, without limiting the foregoing,
acceptances of such contracts need not be on a first-come, first-served basis.
If this contract is acceptable to the Company and the Guarantor, it is requested
that the Company and the Guarantor sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its
III-2
<PAGE>
address set forth below. This will become a binding contract among the Company,
the Guarantor and the undersigned when such counterpart is so mailed or
delivered by the Company and the Guarantor.
Yours very truly,
------------------------------------
By:
---------------------------------
(Signature)
-----------------------------------
(Name and Title)
-----------------------------------
(Address)
Accepted:___________________, 199___
Union Oil Company of California
By:
--------------------------------------
Name:
Title:
Unocal Corporation
By:
--------------------------------------
Name:
Title:
III-3
<PAGE>
EXHIBIT 1.2
UNOCAL CORPORATION
PREFERRED STOCK
and
WARRANTS TO PURCHASE PREFERRED STOCK
STANDARD UNDERWRITING PROVISIONS
JULY 1994
INTRODUCTION
A. From time to time Unocal Corporation, a Delaware corporation
("Unocal"), proposes (i) to enter into one or more Underwriting Agreements (each
an "Underwriting Agreement") in the form of Annex I (including Schedule I and,
as applicable, Schedules II and III to Annex I) to these Standard Underwriting
Provisions, which Underwriting Agreements will incorporate therein by reference
some or all of the provisions set out below under "Standard Provisions," with
such additions and deletions as the parties thereto may determine, and, subject
to the terms and conditions stated herein and therein, (ii) to issue and sell to
the firms named in Schedule I to the applicable Underwriting Agreement (such
firms constituting the "Underwriters" with respect to such Underwriting
Agreement and the securities specified therein) certain series of Unocal
preferred stock specified in Schedule II to such Underwriting Agreement (the
"Preferred Stock") and certain warrants specified in Schedule III to such
Underwriting Agreement (the "Warrants") to purchase Preferred Stock (the
"Warrant Securities") to be issued pursuant to the provisions of a Warrant
Agreement (the "Warrant Agreement") (the Preferred Stock and Warrants to be
issued and sold are hereinafter referred to as the "Securities"), less the
number of Securities covered by Delayed Delivery Contracts, if any, as provided
in Section 3 below under "Standard Provisions" and as may be specified in
Schedule II (with respect to Preferred Stock) or Schedule III (with respect to
Warrants) to such Underwriting Agreement (with respect to such Underwriting
Agreement, any Securities to be covered by Delayed Delivery Contracts being
herein sometimes referred to as "Contract Securities" and the Securities to be
purchased by the Underwriters (after giving effect to the deduction, if any, for
Contract Securities) being herein sometimes referred to as "Underwriters'
Securities").
B. The terms, rights, preferences and privileges of any particular
issuance of Securities shall be as specified in the Underwriting Agreement
and/or the Warrant Agreement relating thereto and in Unocal's Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), and the
Certificate or Certificates of Designation relating to such Preferred Stock or
Warrant Securities.
C. Particular sales of Securities may be made from time to time to the
Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in Schedule I to the
Underwriting Agreement relating thereto will act as representatives (the
"Representatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative.
D. These Standard Underwriting Provisions shall not be construed as an
obligation of Unocal to sell any Securities. The obligation of Unocal to issue
and sell any Securities shall be evidenced by the Underwriting Agreement with
respect to the Securities specified therein. The expression "this Underwriting
<PAGE>
Agreement" is used below under "Standard Provisions" so that when an
Underwriting Agreement incorporates therein a provision using such expression,
such expression will, without modification, be referring to that specific
Underwriting Agreement. Each Underwriting Agreement shall specify the initial
public offering price of the Securities, the purchase price to the Underwriters
of the Securities, the names of the Underwriters of the Securities, the names of
the Representatives of such Underwriters, whether any of the Securities shall be
covered by Delayed Delivery Contracts (as defined in Section 3 hereof) and the
commission payable to the Underwriters with respect thereto and shall set forth
the date, time and manner of delivery of the Securities and payment therefor and
(to the extent not set forth in the registration statement and prospectus with
respect thereto) the terms of the Securities, and with respect to Securities
that are Warrants, the terms of the Warrant Securities. Each Underwriting
Agreement where the Securities consist of Preferred Stock shall specify the
aggregate number of shares of Preferred Stock to be purchased by all of the
Underwriters, and the number of shares of Preferred Stock to be purchased by
each Underwriter. Each Underwriting Agreement where the Securities consist of
Warrants shall specify the aggregate number of Warrants to be purchased by all
of the Underwriters, and the number of Warrants to be purchased by each
Underwriter.
STANDARD PROVISIONS
1. Terms used but not defined below have the meaning given such terms
above under "Introduction."
2. Unocal represents and warrants to, and agrees with, each of the
Underwriters that:
a. Two registration statements (Nos. 33-38505; 33-38505-01 and
Nos. 33-_______ and 33-____-01) in respect of the Securities, as well as other
securities which may be issuable from time to time by Unocal and by its wholly
owned subsidiary, Union Oil Company of California ("Union Oil") (collectively
with the Securities, the "Registered Securities"), have been filed with the
Securities and Exchange Commission (the "Commission") in the form heretofore
delivered or to be delivered to the Representatives and, excluding exhibits to
such registration statements, but including all documents incorporated by
reference in the prospectus contained therein, to the Representatives for each
of the other Underwriters and such registration statements in such form have
been declared effective by the Commission and to the knowledge of Unocal no stop
order suspending the effectiveness of such registration statements has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission (the various parts of such registration statements, including all
exhibits thereto but excluding Form T-1, each as amended at the time such part
became effective, being hereinafter collectively called the "Registration
Statements"; references herein to the "applicable Registration Statement" shall
be deemed to refer to both Registration Statements so long as Registered
Securities remain issuable under Registration Statement Nos. 33-38505 and
33-38505-01 and only to Registration Statement Nos. 33-________ and
33-_________-01 thereafter; the term "Basic Prospectus" means the prospectus
included in the applicable Registration Statement; the term "Prospectus" means
the Basic Prospectus together with the prospectus supplement (other than a
preliminary prospectus supplement) specifically relating to the Securities as
filed with, or transmitted for filing with, the Commission pursuant to Rule 424;
the term "preliminary prospectus" means a preliminary prospectus supplement
specifically relating to the Securities together with the Basic Prospectus; the
terms "Registration Statement," "Basic Prospectus," "Prospectus" and
"preliminary prospectus" shall include, in each case, the material, if any,
incorporated by reference therein);
b. The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus, when such
documents become effective or are filed with the Commission, as the case may be,
will conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance
2
<PAGE>
upon and in conformity with information furnished in writing to Unocal by an
Underwriter through the Representatives expressly for use in the Prospectus;
c. Each Registration Statement and the Prospectus conform in
all material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to each Registration Statement and any amendment
thereto, and as of the date of the Prospectus as to the Prospectus, contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to Unocal by an Underwriter through the Representatives
expressly for use in the Prospectus;
d. Since the respective dates as of which information is given
in the applicable Registration Statement and the Prospectus, there has not been
any material change in the capital stock or consolidated long-term debt of
Unocal or any material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
Unocal and its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus;
e. Unocal has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the jurisdiction of its
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus;
f. Unocal has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of Unocal have been
duly and validly authorized and issued and are fully paid and non-assessable
(except for a DE MINIMIS number of shares), and Unocal is the registered and
beneficial owner of all of the outstanding shares of capital stock of Union Oil;
g. The Securities have been duly authorized, and,
(i) if any of the Securities are Preferred Stock, when such
Preferred Stock is issued, delivered and paid for pursuant to this
Underwriting Agreement and, in the case of any Contract Securities
that are Preferred Stock, pursuant to Delayed Delivery Contracts, such
Securities will have been validly issued, fully paid and nonassessable
and will have the rights set forth in Unocal's Certificate of
Incorporation, including the applicable Certificate of Designations
substantially in the form incorporated by reference in or included as
an exhibit to the applicable Registration Statement; to the extent
that the Preferred Stock is convertible into shares of Common Stock of
Unocal, a sufficient number of shares of Common Stock have been
reserved for issuance upon such conversion; and the Preferred Stock
and the Certificate of Designations conform in all material respects
to the descriptions thereof in the Prospectus;
(ii) if any of the Securities are Warrants, when such
Warrants are countersigned and issued by the Warrant Agent pursuant to
the related Warrant Agreement, delivered and paid for pursuant to this
Underwriting Agreement and, in the case of any Contract Securities
that are Warrants, pursuant to Delayed Delivery Contracts, such
Securities will have been duly executed, issued and delivered and will
constitute valid and legally binding obligations of Unocal, entitled
to the benefits provided by the Warrant Agreement, which will be
substantially in the form filed as an exhibit to the applicable
Registration Statement; the Warrant Agreement has been duly authorized
and, at the Time of Delivery (as defined in Section 4 hereof) the
Warrant Agreement (assuming the due authorization, execution and
delivery thereof by the Warrant Agent) will constitute a valid and
legally binding instrument of
3.
<PAGE>
Unocal, enforceable against Unocal in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; the Warrant
Securities have been duly authorized and reserved for issuance and,
upon issuance and delivery thereof against payment upon exercise of
the Warrants pursuant to the related Warrant Agreement, will be
validly issued, fully paid and nonassessable and will have the rights
set forth in Unocal's Certificate of Incorporation, including the
applicable Certificate of Designations; to the extent the Warrant
Securities are convertible into shares of Common Stock of Unocal, a
sufficient number of shares of Common Stock have been reserved for
issuance upon such conversion; and the Warrants, the related Warrant
Securities and the Warrant Agreement conform in all material respects
to the descriptions thereof in the Prospectus;
h. There are no holders of securities of Unocal who, by reason
of the filing of either Registration Statement under the Act or the execution by
Unocal of this Underwriting Agreement, have the right to request or demand that
Unocal register under the Act any securities held by them;
i. In the event any of the Securities are to be purchased
pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts
has been duly authorized by Unocal and, when executed and delivered by Unocal
and the purchaser named therein, will constitute a valid and legally binding
agreement of Unocal, enforceable against Unocal in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors' rights and to
general equity principles; and any Delayed Delivery Contracts will conform in
all material respects to the description thereof in the Prospectus;
j. The issue and sale of the Securities and the compliance by
Unocal with all of the provisions of the Securities, including in the case of
issue and sale of Warrants, the Warrant Agreement and the related Warrant
Securities, each of the Delayed Delivery Contracts, if any, this Underwriting
Agreement, and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which Unocal is a
party or by which Unocal is bound or to which any of the property or assets of
Unocal is subject, nor will such action result in any violation of the
provisions of Unocal's Certificate of Incorporation, as amended, or By-Laws, as
amended, or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over Unocal or any of its
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body in the
United States is required for the issue and sale of the Securities (or in the
case of Securities that are Warrants, the issue and sale of the related Warrant
Securities) or the consummation by Unocal of the other transactions contemplated
by this Underwriting Agreement or, in the case of Securities that are Warrants,
the Warrant Agreement, or any Delayed Delivery Contract, except such as have
been, or will have been prior to the Time of Delivery, obtained under the Act
and such consents, approvals, authorizations, registrations or qualifications as
may be required by any stock exchange on which any of the Securities may be
listed and under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriters; and
k. Other than as set forth or contemplated in the Prospectus,
there is no legal or governmental proceeding pending to which Unocal or any of
its subsidiaries is a party or of which any property of Unocal or any of its
subsidiaries is subject, which is likely (to the extent not covered by
insurance) to have a material adverse effect on the consolidated financial
position of Unocal and its subsidiaries, and, to the best of Unocal's knowledge
and other than as set forth and contemplated in the Prospectus, no such
proceeding is threatened or contemplated by governmental authorities or
threatened by others.
3. Upon the execution of this Underwriting Agreement and authorization by
the Representatives of the release of the Underwriters' Securities, the several
Underwriters propose to offer the
4.
<PAGE>
Underwriters' Securities for sale upon the terms and conditions set forth in the
Prospectus, as amended or supplemented.
Unocal may specify in Schedule II (with respect to Preferred Stock) and in
Schedule III (with respect to Warrants) hereto that the Underwriters are
authorized to solicit offers to purchase Securities from Unocal pursuant to
delayed delivery contracts (herein "Delayed Delivery Contracts"), substantially
in the form of Annex III attached hereto but with such changes therein as the
Representatives and Unocal may authorize or approve. If so specified, the
Underwriters will endeavor to make such arrangements, and as compensation
therefor Unocal will pay to the Representatives, for the accounts of the
Underwriters, at the Time of Delivery, such commission, if any, as may be set
forth in such Underwriting Agreement. Delayed Delivery Contracts, if any, are
to be with investors of the types described in the Prospectus and subject to
other conditions therein set forth. The Underwriters will not have any
responsibility in respect of the validity or performance of any Delayed Delivery
Contracts.
The number of Contract Securities to be deducted from the number of
Securities to be purchased by each Underwriter as set forth in Schedule I hereto
shall be, in each case, the number of Contract Securities which Unocal has been
advised by the Representatives has been attributed to such Underwriter, provided
that, if Unocal has not been so advised, the amount of Contract Securities to be
so deducted shall be, in each case, that proportion of Contract Securities which
the number of Securities to be purchased by such Underwriter under this
Underwriting Agreement bears to the total number of the Securities. The number
of Underwriters' Securities to be purchased by all the Underwriters pursuant to
this Underwriting Agreement shall be the total of Securities set forth in
Schedule I to such Underwriting Agreement less the number of Contract
Securities. Unocal will deliver to the Representatives not later than
3:30 p.m., New York time, on the third business day preceding the Time of
Delivery specified in this Underwriting Agreement (or such other time and date
as the Representatives and Unocal may agree upon in writing) a written notice
setting forth the number of Contract Securities.
4. If in definitive form, Underwriters' Securities to be purchased by
each Underwriter pursuant to this Underwriting Agreement, in such authorized
denominations and registered in such names as the Representatives may request
upon at least forty-eight hours' prior notice to Unocal, shall be delivered by
or on behalf of Unocal to the Representatives for the account of such
Underwriter; and if in global form, Underwriters' Securities to be purchased by
each Underwriter pursuant to this Underwriting Agreement shall be delivered to
The Depository Trust Company for credit to the specified account of such
Underwriters. Such delivery in each case shall be made against payment by such
Underwriter or on its behalf of the purchase price therefor by electronic funds
transfer, certified or official bank check or checks (or such other method of
payment that may be specified in the Underwriting Agreement), payable to the
order of Unocal in the funds specified in this Underwriting Agreement, all at
the place and time and date specified in this Underwriting Agreement or at such
other place and time and date as the Representatives and Unocal may agree upon
in writing, such time and date being herein called the "Time of Delivery" for
such Securities.
Concurrently with the delivery of and payment for the Underwriters'
Securities, Unocal will deliver to the Representatives for the accounts of the
Underwriters a check payable to the order of, or an electronic funds transfer to
the account of, the party designated in this Underwriting Agreement in the
amount of any compensation payable by Unocal to the Underwriters in respect of
any Delayed Delivery Contracts as provided in Section 3 hereof and in this
Underwriting Agreement.
5. Unocal agrees with each of the Underwriters:
a. To make no further amendment or supplement to the
Registration Statements or the Prospectus after the date of this Underwriting
Agreement and prior to the Time of Delivery which shall be disapproved by the
Representatives promptly after reasonable notice thereof, except that Unocal
shall be permitted to make further amendments or supplements to the Registration
Statements or the Prospectus by incorporation by reference of any proxy
statements, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and
Current Reports on Form 8-K without the approval of the Representatives,
provided that Unocal
5.
<PAGE>
shall (i) deliver a copy of each such report or proxy statement (together with
all exhibits thereto) to each Representative promptly with such report or proxy
statement being filed with the Commission; and (ii) if the date of the filing of
such a report or proxy statement with the Commission will be the same day as the
Time of Delivery, then Unocal shall to the extent practicable notify each
Representative at least one business day (i.e. any day which is not a Saturday
or Sunday and which in New York City is not a day on which banking institutions
are generally authorized or obligated by law to close) prior to filing such a
report or proxy statement with the Commission; to advise the Representatives
promptly of any amendment or supplement to any Registration Statement or the
Prospectus after such Time of Delivery and furnish the Representatives with
copies thereof and to file promptly all reports and any definitive proxy or
information statements required to be filed by Unocal with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
delivery of a prospectus is required in connection with the offering or sale of
the Securities, and during such same period to advise the Representatives,
promptly after either of them receives notice thereof, of the time when any
amendment to any Registration Statement has been filed or become effective or
any supplement to the Prospectus or any amended Prospectus has been filed or
transmitted for filing, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any prospectus relating to the
Securities (or if the Securities consist of Warrants, of the related Warrant
Securities), of the suspension of the qualification of the Securities (or if the
Securities consists of Warrants, of the related Warrant Securities) for offering
or sale in any jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the amending or
supplementing of any Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order or of any
such order relating to the Securities (or if the Securities consist of Warrants,
of the related Warrant Securities) or suspension of any such qualification, to
use promptly its best efforts to obtain its withdrawal;
b. Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Securities (and, if the
Securities consist of Warrants, the related Warrant Securities) for offering and
sale under the securities laws of such jurisdictions as the Representatives may
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Securities, provided that in connection
therewith Unocal shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;
c. To furnish the Underwriters with copies of the Prospectus in
such quantities as the Representatives may from time to time reasonably request,
and, if the delivery of a prospectus is required at any time in connection with
the offering or sale of the Securities (and, if the Securities consist of
Warrants, the related Warrant Securities) and if at such time any event shall
have occurred as a result of which the Prospectus would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act or
the Exchange Act, to notify the Representatives and upon their request to file
such document and to prepare and furnish without charge to each Underwriter and
to any dealer in securities as many copies as the Representatives may from time
to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
d. To make generally available to its security holders as soon
as practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement and of the post-effective amendment
thereto hereinafter referred to, a consolidated earnings statement of Unocal and
its subsidiaries (which need not be audited) complying with Section 11(a) of the
Act and the rules and regulations of the Commission thereunder (including at the
option of Unocal, Rule 158); and
e. During the period beginning from the date of this
Underwriting Agreement and continuing to and including the earlier of (i) the
termination of trading restrictions for the Securities, as notified to Unocal by
the Representatives, and (ii) the Time of Delivery, not to offer, sell, contract
to sell or
6.
<PAGE>
otherwise dispose, or announce the proposed issuance or sale, of any capital
stock (or warrants therefor), of Unocal without the prior oral consent of the
Representatives, which consent shall be promptly confirmed in writing.
6. Unocal covenants and agrees with the several Underwriters that Unocal
will pay or cause to be paid the following: (i) the fees, disbursements and
expenses of Unocal's counsel and accountants in connection with the registration
of the Securities under the Act and all other expenses in connection with the
preparation, printing and filing of any Registration Statement, any preliminary
prospectus and the Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to the Underwriters and dealers;
(ii) the cost of printing or producing any Agreement among Underwriters, the
Standard Underwriting Provisions, July 1994, this Underwriting Agreement, the
Certificate of Designations, any Warrants, any Warrant Agreements, any Delayed
Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other
documents in connection with the offering, purchase, sale and delivery of the
Securities (and if the Securities consist of Warrants, the related Warrant
Securities); (iii) all expenses in connection with the qualification of the
Securities (and if the Securities consist of Warrants, the related Warrant
Securities) for offering and sale under state securities laws as provided in
Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky and legal investment surveys; (iv) any fees charged by securities
rating services for rating the Securities (and, if the Securities consist of
Warrants, the related Warrant Securities); (v) any filing fees incident to any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the Securities (and, if the Securities consist of Warrants,
the related Warrant Securities); (vi) the cost of preparing the Securities (and
if the Securities consist of Warrants, the related Warrant Securities); (vii) if
the Securities consist of Warrants, the fees and expenses of any Warrant Agent
and the fees and disbursements of counsel for any Warrant Agent; (viii) the
costs and fees incurred in connection with the listing of any Securities on any
securities exchange; and (ix) all other costs and expenses incident to the
performance of its obligations hereunder and under any Delayed Delivery
Contracts which are not otherwise specifically provided for in this Section. It
is understood, however, that, except as provided in this Section, Section 8 and
Section 11 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes on resale of any
of the Securities by them, and any advertising expenses connected with any
offers they may make.
7. The obligations of the Underwriters shall be subject, in the
discretion of the Representatives, to the condition that all representations and
warranties and other statements of Unocal herein are, at and as of the Time of
Delivery, true and correct, the condition that Unocal have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:
a. No stop order suspending the effectiveness of any
Registration Statement shall have been issued and no proceeding for that purpose
shall have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with to the Representatives' reasonable satisfaction;
b. Brobeck, Phleger & Harrison, counsel for the Underwriters,
shall have furnished to the Representatives such opinion or opinions, dated the
Time of Delivery, with respect to the incorporation of Unocal, the filing of the
Certificate of Designations, the Securities, the Warrant Securities, the Warrant
Agreement, the Delayed Delivery Contracts, if any, the applicable Registration
Statement, the Prospectus and other related matters as the Representatives may
reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters;
c. The General Counsel of Unocal, or his designee, subject to
the approval by the Representatives of such designee, shall have furnished to
the Representatives his written opinion, dated the Time of Delivery, in form and
substance satisfactory to the Representatives, to the effect that:
(i) Unocal has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with power
7.
<PAGE>
and authority (corporate and other) to own its properties and conduct
its business as described in the Prospectus;
(ii) Unocal has an authorized capitalization as set forth
in the Prospectus, all of the issued shares of capital stock of Union
Oil and of Unocal have been duly and validly authorized and issued and
are fully paid and nonassessable (except such counsel may take
exception for a DE MINIMIS number of shares), and Unocal is the
registered and beneficial owner of all of the outstanding shares of
capital stock of Union Oil;
(iii) To the best of such counsel's knowledge and other
than as set forth or contemplated in the Prospectus, there is no legal
or governmental proceeding pending to which Unocal or any of its
subsidiaries is a party or of which any property of Unocal or any of
its subsidiaries is the subject, which is likely (to the extent not
covered by insurance) to have a material adverse effect on the
consolidated financial position of Unocal and its subsidiaries; and,
to the best of such counsel's knowledge and other than as set forth or
contemplated in the Prospectus, no such proceeding is threatened or
contemplated by governmental authorities or threatened by others;
(iv) This Underwriting Agreement has been duly authorized,
executed and delivered by Unocal;
(v) In the event any of the Securities are to be purchased
pursuant to Delayed Delivery Contracts, each of such Delayed Delivery
Contracts has been duly authorized, executed and delivered by Unocal
and, assuming each such Delayed Delivery Contract has been duly
executed and delivered by the purchaser named therein, constitutes a
valid and legally binding agreement of Unocal, enforceable against
Unocal in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles; and any Delayed Delivery Contracts conform
in all material respects to the description thereof in the Prospectus;
(vi) The Securities that are Preferred Stock have been duly
authorized (and the applicable Certificate of Designations duly filed
with the Secretary of State of Delaware) and are validly issued, fully
paid and nonassessable and will have the rights set forth in Unocal's
Certificate of Incorporation, including the applicable Certificate of
Designations; the Contract Securities that are Preferred Stock, if
any, when evidenced by certificates duly countersigned by the transfer
agent and registrar and issued, delivered and paid for in accordance
with Delayed Delivery Contracts, if any, will be validly issued, fully
paid and nonassessable and will have the rights set forth in Unocal's
Certificate of Incorporation, including the applicable Certificate of
Designations; to the extent the Preferred Stock is convertible into
shares of Common Stock of Unocal, a sufficient number of shares of
Common Stock have been reserved for issuance upon such conversion; and
the Preferred Stock and the Certificate of Designations conform in all
material respects to the descriptions thereof in the Prospectus;
(vii) The issue and sale of the Securities and the
compliance by Unocal with all of the provisions of the Securities, in
the case of the issue and sale of Warrants, the Warrant Agreement and
the related Warrant Securities, each of the Delayed Delivery
Contracts, if any, and this Underwriting Agreement and the
consummation of the transactions herein and therein contemplated will
not conflict with or result in a
8.
<PAGE>
breach of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument known to such counsel to which Unocal
is a party or by which Unocal is bound or to which any of the property
or assets of Unocal are subject, nor will such action result in any
violation of the provisions of Unocal's Certificate of Incorporation,
as amended, or the By-Laws, as amended, of Unocal or any statute or
any order, rule or regulation known to such counsel of any
governmental agency or body having jurisdiction over Unocal or any of
its properties, except that such counsel may state that the opinion
set forth in the preceding clause is limited to those statutes,
orders, rules and regulations currently in effect which, in such
counsel's experience, are normally applicable to transactions of the
type contemplated by this Agreement and that such counsel expresses no
opinion as to the securities or Blue Sky laws of the various
jurisdictions in which the Securities are to be offered;
(viii) No consent, approval, authorization, order,
registration or qualification of or with any such United States court
or governmental agency or body is required for the issue and sale of
the Securities (or, in the case of Securities that are Warrants, the
issue and sale of the related Warrant Securities) or the consummation
by Unocal of the other transactions contemplated by this Underwriting
Agreement or, in the case of Securities that are Preferred Stock, the
relevant Certificate of Designations or, in the case of the Securities
that are Warrants, the Warrant Agreement, or any of such Delayed
Delivery Contracts, except such as have been obtained under the Act
and such consents, approvals, authorizations, registrations or
qualifications as may be required by any stock exchange on which any
of the Securities may be listed and under state securities or Blue Sky
laws in connection with the purchase and distribution of the
Securities by the Underwriters;
(ix) The Securities that are Warrants have been duly
authorized, countersigned and issued by the Warrant Agent pursuant to
the Warrant Agreement and, when delivered against payment therefor
pursuant to this Underwriting Agreement and, in the case of any
Contract Securities that are Warrants, pursuant to Delayed Delivery
Contracts, such Securities will have been duly executed, issued and
delivered and will constitute valid and legally binding obligations of
Unocal entitled to the benefits provided by the Warrant Agreement
(assuming the due authorization, execution and delivery thereof by the
Warrant Agent), which will be substantially in the form filed as an
exhibit to the applicable Registration Statement; the Warrant
Agreement has been duly authorized, executed and delivered by Unocal
and (assuming the due authorization, execution and delivery thereof by
the Warrant Agent) at the Time of Delivery the Warrant Agreement will
constitute a valid and legally binding instrument of Unocal,
enforceable against Unocal in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors'
rights and to general equity principles; the Warrant Securities have
been duly authorized and reserved for issuance and, when evidenced by
certificates duly countersigned by the transfer agent and registrar
and issued, evidenced and paid for upon exercise of the Warrants
pursuant to the related Warrant Agreement, will be validly issued,
fully paid and nonassessable and will have the rights set forth in
Unocal's Certificate of Incorporation, including the applicable
Certificate of Designations; to the extent the Warrant Securities are
convertible into shares of Common Stock of Unocal, such shares of
Common Stock have been reserved for issuance upon such conversion, and
the Warrants, the related Warrant Securities and the Warrant Agreement
conform in all material respects to the descriptions thereof in the
Prospectus;
9.
<PAGE>
(x) To the best of such counsel's knowledge after
reasonable inquiry, there are no holders of securities of Unocal who,
by reason of the filing of either of the Registration Statements under
the Act or the execution by Unocal of this Underwriting Agreement,
have the right to request or demand that Unocal register under the Act
any securities held by them;
(xi) The documents incorporated by reference in the
Prospectus (other than the financial statements, the related schedules
and financial exhibits, and other financial and statistical
information included therein, as to which such counsel need express no
opinion), when they became effective or were filed with the
Commission, as the case may be, complied as to form in all material
respects with the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and such counsel has no reason to believe that any of such
documents, when they became effective or were so filed, as the case
may be, in the case of a registration statement which became effective
under the Act, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and, in the
case of other documents which were filed under the Act or the Exchange
Act with the Commission, contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which
they were made when such documents were so filed, not misleading; and
(xii) Each Registration Statement and the Prospectus (other
than the financial statements, the related schedules and financial
exhibits, and other financial and statistical information included
therein, as to which such counsel need express no opinion), complies
as to form in all material respects with the requirements of the Act
and the rules and regulations thereunder; such counsel has no reason
to believe that, as of the effective date of the applicable
Registration Statement, either the applicable Registration Statement
or the Basic Prospectus contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that, as
of the Time of Delivery, either the applicable Registration Statement
or the Prospectus contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; PROVIDED,
such counsel need express no opinion with respect to any statement
contained in or omitted from any Registration Statement or the
Prospectus in reliance upon or in conformity with written information
furnished to Unocal by any Underwriter, expressly for use in any
Registration Statement or Prospectus; and such counsel does not know
of any contracts or other documents of a character required to be
filed as an exhibit to the applicable Registration Statement or
required to be incorporated by reference into the Prospectus or
required to be described in the applicable Registration Statement or
the Prospectus, which are not filed or incorporated by reference or
described as required;
d. At the Time of Delivery, the independent accountants of
Unocal who have audited the consolidated financial statements of Unocal and its
subsidiaries included or incorporated by reference in the applicable
Registration Statement shall have furnished to the Representatives a letter
dated as of the Time of Delivery with respect to Unocal to the effect set forth
in Annex II to these Standard Underwriting Provisions and as to such other
matters as the Representatives may reasonably request and in form and substance
satisfactory to the Representatives;
e. (i) Neither Unocal nor any of its subsidiaries shall have
sustained since the date of the latest audited consolidated financial
statements included or incorporated
10.
<PAGE>
by reference in the Prospectus, any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus; and
(ii) since the respective dates as of which information is
given in the Prospectus, there shall not have been any change in the
capital stock or consolidated long-term debt of Unocal or any change,
or development involving a prospective change, in or affecting the
general affairs, management, financial position, stockholders' equity
or results of operations of Unocal and its subsidiaries, otherwise
than as set forth or contemplated in the Prospectus, the effect of
which, in any such case described in Clause (i) or (ii), is in the
judgment of the Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or
the delivery of the Securities on the terms and in the manner
contemplated in the Prospectus;
f. Subsequent to the date of this Underwriting Agreement there
shall not have occurred any of the following: (i) a suspension or material
limitation in trading in securities generally on the New York Stock Exchange;
(ii) a general moratorium on commercial banking activities in New York declared
by either Federal or New York State authorities; or (iii) any outbreak or
escalation of hostilities or other calamity or crisis on or after the date of
such Underwriting Agreement, if the effect of any such event specified in this
Clause (iii) in the judgment of the Representatives makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Underwriters' Securities on the terms and in the manner contemplated in the
Prospectus;
g. Unocal shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery certificates of officers of Unocal
satisfactory to the Representatives as to the accuracy of the representations
and warranties of Unocal herein at and as of such Time of Delivery, as to the
performance by Unocal of all of its obligations hereunder to be performed at or
prior to such Time of Delivery, as to the matters set forth in subsections (a)
and (e) of this Section, and as to such other matters as the Representatives may
reasonably request; and
h. There has been no notice pursuant to Section 5(a) above of
an intention to amend or supplement, nor has there been any such amendment or
supplement to, the applicable Registration Statement or the Prospectus by
incorporation by reference pursuant to Section 5(a) above between the date of
this Underwriting Agreement and the Time of Delivery, inclusive. If Unocal
notifies any Representative of the impending filing of any amendment or
supplement to the Registration Statement or the Prospectus by incorporation by
reference pursuant to Section 5(a) above, then each Representative so notified
shall use such information, until such information has been filed with the
Commission, solely for the purpose of determining whether or not to consummate
the purchase of the Securities pursuant to this Underwriting Agreement.
8. a. Unocal will indemnify and hold harmless each Underwriter
against any losses, claims, damages, or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, any Registration
Statement, the Prospectus, or any other prospectus relating to the Securities,
or any amendment or supplement thereto, 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
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim; provided, however, that Unocal shall 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 an untrue statement or alleged untrue statement or
omission or alleged omission made in any preliminary prospectus, any
Registration Statement, the Prospectus, or any other prospectus relating to the
11.
<PAGE>
Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to Unocal by any Underwriter
through the Representatives expressly for use in the Prospectus.
b. Each Underwriter will indemnify and hold harmless Unocal
against any losses, claims, damages or liabilities to which Unocal may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, any Registration Statement, the Prospectus or any other
prospectus relating to the Securities, or any amendment or supplement thereto,
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, in each case to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in any preliminary prospectus, any Registration Statement, the Prospectus, or
any other prospectus relating to the Securities, or any such amendment or
supplement thereto in reliance upon and in conformity with written information
furnished to Unocal by such Underwriter through the Representatives expressly
for use therein; and will reimburse Unocal for any legal or other expenses
reasonably incurred by Unocal in connection with investigating or defending any
such action or claim.
c. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.
d. If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by Unocal, on the one hand, and the Underwriters, on
the other, from the offering of the Securities to which such loss, claim, damage
or liability (or action in respect thereof) relates. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of Unocal, on the one hand, and the Underwriters, on the other, in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by
Unocal, on the one hand, and such Underwriters, on the other, shall be deemed to
be in the same proportion as the total net proceeds from such offering (before
deducting expenses) received by Unocal bear to the total underwriting discounts
and commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by Unocal, on the one hand, or
such Underwriters, on the other, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. Unocal and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity
12.
<PAGE>
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this subsection
(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred
to above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the applicable Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 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. The obligations of the Underwriters in this subsection (d)
to contribute are several in proportion to their respective underwriting
obligations with respect to the Securities and not joint.
e. The obligations of Unocal under this Section 8 shall be in
addition to any liability which Unocal may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of Unocal and to each person,
if any, who controls Unocal within the meaning of the Act.
9. a. If any Underwriter shall default in its obligation to
purchase the Underwriters' Securities which it has agreed to purchase under this
Underwriting Agreement relating to such Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Underwriters' Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Underwriters' Securities, then Unocal shall
be entitled to a further period of thirty-six hours within which to procure
another party or other parties satisfactory to the Representatives to purchase
such Underwriters' Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify Unocal that they have
so arranged for the purchase of such Underwriters' Securities, or Unocal
notifies the Representatives that it has so arranged for the purchase of such
Underwriters' Securities, the Representatives or Unocal shall have the right to
postpone the Time of Delivery for such Underwriters' Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the applicable Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and Unocal
agree to file promptly any amendments or supplements to the applicable
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to this Underwriting
Agreement.
b. If, after giving effect to any arrangements for the purchase
of the Underwriters' Securities of a defaulting Underwriter or Underwriters by
the Representatives or Unocal as provided in subsection (a) above, the aggregate
number of such Underwriters' Securities which remains unpurchased does not
exceed one-eleventh of the aggregate number of the Securities, then Unocal shall
have the right to require each non-defaulting Underwriter to purchase the number
of Underwriters' Securities which such Underwriter agreed to purchase under this
Underwriting Agreement and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the number of Securities
which such Underwriter agreed to purchase under this Underwriting Agreement) of
the Underwriters' Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
c. If, after giving effect to any arrangements for the purchase
of the Underwriters' Securities of a defaulting Underwriter or Underwriters by
the Representatives or Unocal as provided in subsection (a) above, the aggregate
number of Underwriters' Securities which remains unpurchased exceeds
one-eleventh of the aggregate number of the Securities, as referred to in
subsection (b) above, or if
13.
<PAGE>
Unocal shall not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Underwriters' Securities of a defaulting
Underwriter or Underwriters, then this Underwriting Agreement shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter,
Unocal, except for the expenses to be borne by Unocal and the Underwriters as
provided in Section 6 hereof and the indemnity and contribution agreements in
Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of Unocal and the several Underwriters, as set forth in
this Underwriting Agreement or made by or on behalf of them, respectively,
pursuant to this Underwriting Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or Unocal, or any officer or director or controlling person of
Unocal and shall survive delivery of and payment for the Securities.
11. If this Underwriting Agreement shall be terminated pursuant to
Section 9 hereof, Unocal shall not then be under any liability to any
Underwriter with respect to the Securities except as provided in Section 6 and
Section 8 hereof; but, if for any other reason, Underwriters' Securities are not
delivered by or on behalf of Unocal as provided herein, Unocal will reimburse
the Underwriters through the Representatives for all out-of-pocket expenses
approved in writing by the Representatives, including fees and disbursements or
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Securities, but Unocal shall then be under no
further liability to any Underwriter with respect to such Securities except as
provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters
shall act on behalf of each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or agreement on
behalf of any Underwriter made or given by such Representatives jointly or by
such of the Representatives, if any, as may be designated for such purpose in
Schedule II hereto.
All statements, requests, notices and agreements hereunder shall be in
writing or by facsimile, telex, telegram or other similar electronic
communication if promptly confirmed in writing, and if the Underwriters shall be
sufficient in all respects if delivered or sent by registered mail to the
address of the Representatives as set forth in Schedule II and Schedule III
hereto; and if to Unocal shall be sufficient in all respects if delivered or
sent by registered mail to the address of Unocal set forth in the applicable
Registration Statement, Attention: Corporate Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered
or sent by registered mail to such Underwriter at its address set forth either
in its Underwriters' Questionnaire, or facsimile constituting such
Questionnaire, which address will be supplied to Unocal by the Representatives
upon request.
13. This Underwriting Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters and Unocal and, to the extent provided in
Section 8 and Section 10 hereof, the officers and directors of Unocal and each
person who controls Unocal, or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Underwriting Agreement. No
purchaser of any of the Securities from an Underwriter shall be deemed a
successor or assign by reason merely of such purchase.
14. Time shall be of the essence in this Underwriting Agreement.
15. This Underwriting Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
16. This Agreement may be (i) executed by any one or more of the parties
hereto and thereto in any number of counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together
constitute one and the same instrument and (ii) evidenced by an exchange of
facsimile communications or any other rapid transmission device designed to
produce a written record of
14.
<PAGE>
communications transmitted. The obligations of the Underwriters under this
Underwriting Agreement shall be several and not joint.
15.
<PAGE>
ANNEX I
TO
STANDARD UNDERWRITING PROVISIONS
UNDERWRITING AGREEMENT
- -----------------------------
- -----------------------------
- -----------------------------
- -----------------------------
- -----------------------------
- -----------------------------
As Representatives of the several
Underwriters named in Schedule I [Date]
hereto
Ladies and Gentlemen:
Unocal Corporation ("Unocal") proposes, subject to the terms and conditions
stated herein and in Section 1 through 16 and Annexes II and III of the Standard
Underwriting Provisions, July 1994 (the "Standard Provisions"), to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
securities (the "Securities") specified in Schedule II hereto (with respect to
Preferred Stock) and Schedule III hereto (with respect to Warrants). Each of
the provisions of the Standard Provisions is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Underwriting Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Underwriting Agreement, except that
each representation and warranty with respect to the Prospectus in Section 2 of
the Standard Provisions shall be deemed to be a representation and warranty as
of _______, 1994 in relation to the Basic Prospectus (as therein defined), and
also a representation and warranty as of the date of this Underwriting Agreement
in relation to the Prospectus (as therein defined). Each reference to the
Representatives herein and in the provisions of the Standard Provisions so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Standard Provisions are used herein as
therein defined. The Representatives designated to act on behalf of each of the
Underwriters pursuant to Section 12 of the Standard Provisions and the address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto (with respect to Preferred Stock) and Schedule III hereto
(with respect to Warrants).
An amendment to the applicable Registration Statement, or a supplement
to the Basic Prospectus, as the case may be, relating to the Securities, in the
form heretofore delivered to you, has been or is now proposed to be transmitted
for filing with the Commission.
Subject to the terms and conditions set forth herein and in the
Standard Provisions incorporated herein by reference, Unocal agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from Unocal at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto (with respect
to Preferred Stock) and Schedule III hereto (with respect to Warrants), the
number of Securities set forth opposite the name of such Underwriter in
Schedule I hereto, less the number of Securities covered by Delayed Delivery
Contracts, if any, as may be specified respectively in such Schedule II (with
respect to Preferred Stock) and Schedule III (with respect to Warrants).
I-1
<PAGE>
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Standard Provisions incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and Unocal. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority set forth in a
form of Agreement among Underwriters, the form of which shall be submitted to
Unocal for examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
UNOCAL CORPORATION
By:
------------------------------------------
Name:
Title:
Accepted as of the date hereof:
[Name of Representative]
By:
--------------------------------
Authorized Signature
Name:
Title:
[Name of Representative]
By:
--------------------------------
Authorized Signature
Name:
Title:
On behalf of each of the Underwriters
I-2
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
TO
UNDERWRITING AGREEMENT
Number of Number of
Securities that are Securities that
Preferred Stock to are Warrants to
Underwriters be Purchased be Purchased
- ------------ ------------------- ------------
<S> <C> <C>
[Names of Underwriters]. . . . . . . . .
------------------ -----------------
Total. . . . . . . . . . . . . . . . . .------------------ -----------------
------------------ -----------------
</TABLE>
I-3
<PAGE>
SCHEDULE II
TO
UNDERWRITING AGREEMENT
PREFERRED STOCK
Title of Securities:
Number of Firm Securities:
Maximum Number of Optional Securities:
Dividend Rate:
Dividend Payment Dates:
Dividend Rights: [Non]-cumulative, [deferred]
Voting Rights:
Redemption Provisions:
Liquidation Rights:
Preemptive, Exchange or Conversion Rights:
Sinking Fund:
[Other Terms]
Price to Public:
Underwriters' Discount:
Purchase Price by Underwriters:
Time of Delivery:
[Time and date], 19____
Closing Location:
[Brobeck, Phleger & Harrison, 550 South Hope Street, Los Angeles,
California 90071.]
Delayed Delivery:
[None] [Underwriters' commission shall be $_____ per share of
Securities for which Delayed Delivery Contracts have been entered into. Such
commission shall be payable to the order of __________________________.]
I-4
<PAGE>
Names and addresses of Representatives:
Designated Representatives:
Address for Notices, etc.:
[Other Terms]
I-5
<PAGE>
SCHEDULE III
TO
UNDERWRITING AGREEMENT
WARRANTS
PART A
DESCRIPTION OF WARRANTS
Number of Firm Warrants:
Number of Optional Warrants:
Each warrant [is] [will be] exercisable for ___ shares of [title] Preferred
Stock
Exercise Period:
Exercise Price:
Detachability:
Listing:
Title of Warrant Agreement:
Warrant Agent:
Price to Public:
Underwriters Discount:
Purchase Price by Underwriters:
Specified funds for payment of purchase price:
[New York] Clearing House funds [or immediately available federal
funds if agreed to by the Representatives.]
Form of Payment:
Time of Delivery:
[Time and date], 19__
Closing Location:
[Brobeck, Phleger & Harrison, 550 South Hope Street, Los Angeles,
California 90071.]
I-6
<PAGE>
Delayed Delivery:
[None] [Underwriters' commission shall be of the purchase price of the
Warrants for which Delayed Delivery Contracts have been entered into. Such
commission shall be payable to the order of ___________________________.]
Names and addresses of Representatives:
Designated Representatives:
Address for Notices, etc.:
[Other Terms]:
PART B
DESCRIPTION OF WARRANT SECURITIES
Title of Warrant Securities:
Dividend Rate:
Dividend Payment Dates:
Dividend Rights: [Non]-cumulative, [deferred]
Voting Rights:
Redemption Provisions:
Liquidation Rights:
Preemptive, Exchange or Conversion Rights:
Sinking Fund:
[Other Terms]
I-7
<PAGE>
ANNEX II
TO
STANDARD UNDERWRITING PROVISIONS
FORM OF COMFORT LETTER
Pursuant to Section 7(d) of the Underwriting Agreement, the
independent accountants shall furnish letters to the Representatives with
respect to Unocal to the effect that:
(i) They are independent certified public accountants with
respect to Unocal within the meaning of the Act and the applicable published
rules and regulations thereunder;
(ii) In their opinion, the consolidated financial statements and
any supplementary financial information and schedules audited by them and
included or incorporated by reference in the Registration Statement or the
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the related
published rules and regulations thereunder;
(iii) In their opinion, the unaudited selected financial
information with respect to the consolidated results of operations and financial
position of Unocal for the five most recent fiscal years included or
incorporated by reference in the Prospectus or in Item 6 of Unocal's Annual
Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for the five such fiscal years which were
included or incorporated by reference in Unocal's Annual Reports on Form 10-K
for such fiscal years;
(iv) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards, consisting
of a reading of the unaudited financial statements and other information
referred to below, a reading of the latest available interim consolidated
financial statements of Unocal as consolidated with its subsidiaries, inspection
of the minute books of Unocal and its significant subsidiaries since the date of
the latest audited financial statements included or incorporated by reference in
the Prospectus, inquiries of officials of Unocal and its significant
subsidiaries responsible for financial and accounting matters and such other
inquiries and procedures as may be specified in such letter, nothing came to
their attention that caused them to believe that:
(A) the unaudited condensed consolidated earnings
statement, consolidated balance sheet and consolidated cash
flows statement included or incorporated by reference in
Unocal's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting
requirements of the Exchange Act as it applies to Form 10-Q
and the related published rules and regulations thereunder
or that any material modification should be made to them in
order for them to be in conformity with generally accepted
accounting principles;
(B) any unaudited pro forma condensed consolidated
financial statements included or incorporated by reference
in the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or
the pro forma adjustments have not been properly applied to
the historical amounts in the compilation of those
statements, except as disclosed and with which they concur;
II-1
<PAGE>
(C) as of a specified date not more than five days
prior to the Time of Delivery, there have been any changes
in the outstanding capital stock (other than issuances of
capital stock upon exercise of options and stock
appreciation rights, upon earn-outs of performance shares,
and upon conversions of convertible securities, in each case
which were outstanding on the date of the latest balance
sheet included or incorporated by reference in the
Prospectus, and upon grants or cancellation of restricted
stock and issuances of capital stock pursuant to the Profit
Sharing Plan and the Dividend Reinvestment and Common Stock
Purchase Plan) or any increase in the consolidated long-term
debt of Unocal and its subsidiaries (other than normal
fluctuations in the outstanding amount of commercial paper
classified as long-term in accordance with generally
accepted accounting principles), or any increase in short-
term notes payable in excess of 100%, or any decreases in
consolidated net current assets or net assets or other items
specified by the Representatives, or any increases in any
items specified by the Representatives, in each case as
compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus,
except in each case for changes, increases or decreases
which the Prospectus discloses have occurred or may occur or
which are described in such letter; and
(D) for the period from the date of the latest
financial statements included or incorporated by reference
in the Prospectus to the specified date referred to in
Clause (C) there were any decreases in consolidated total
revenues, net earnings or net earnings per share or, if for
a fiscal quarter, the ratio of earnings to fixed charges or
other items specified by the Representatives, or any
increases in any items specified by the Representatives, in
each case as compared with the comparable period of the
preceding year and with any other period of corresponding
length specified by the Representatives, except in each case
for increases or decreases which the Prospectus discloses
have occurred or may occur or which are described in such
letter; and
(v) In addition to the examination referred to in their
report(s) included or incorporated by reference in the Prospectus and the
limited procedures, inspection of minute books, inquiries and other procedures
referred to in paragraph (iv) above, they have carried out certain specified
procedures, not constituting an examination in accordance with generally
accepted auditing standards, with respect to certain amounts, percentages and
financial information specified by the Representatives which are derived from
the general accounting records of Unocal and its subsidiaries, which appear in
the Prospectus (including specified documents incorporated by reference), or in
Part II of, or in exhibits and schedules to, the Registration Statement
specified by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of, or, if
approved by the Underwriters, schedules prepared by, Unocal and its subsidiaries
and have found them to be in agreement.
II-2
<PAGE>
ANNEX III
TO
STANDARD UNDERWRITING PROVISIONS
DELAYED DELIVERY CONTRACT
UNOCAL CORPORATION
- ------------------------
- ------------------------
- ------------------------
- ------------------------
- ------------------------
- ------------------------
- ------------------------
- ------------------------ _______, 199__
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Unocal Corporation, a
Delaware corporation ("Unocal"), and Unocal agrees to sell to the undersigned,
[warrants to purchase] ........................ [shares]
of Unocal's [Title of Securities], (the "Securities"), offered by Unocal's
Prospectus dated _________, 1994, as amended or supplemented as of
______________, 199__, receipt of a copy of which is hereby acknowledged, at a
purchase price of $____ per share, [plus accrued dividends, if any,] and on the
further terms and conditions set forth in this contract.
[The undersigned will purchase the Securities from Unocal on ________,
199__ (the "Delivery Date").]
[The undersigned will purchase the Securities from Unocal on the
delivery date or dates and in the amounts set forth below:
DELIVERY DATE NUMBER OF SHARES
- ------------- ----------------
_________________ _________________
_________________ _________________
Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date".]
III-1
<PAGE>
Payment for the Securities which the undersigned has agreed to
purchase on [the][each] Delivery Date shall be made to Unocal or its order by
either certified or official bank check in ________________________ Clearing
House funds at the office of _____________________, __________________,
_________________ or by wire transfer of immediately available funds, at the
option of the undersigned, to a bank account specified by Unocal, on [the][such]
Delivery Date upon delivery to the undersigned of the Securities then to be
purchased by the undersigned in definitive fully registered form and in such
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to Unocal not less than five full
business days prior to [the][such] Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
Securities on [the][each] Delivery Date shall be subject to the condition that
the purchase of Securities to be made by the undersigned shall not on
[the][such] Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject. The obligation of the undersigned to take
delivery of and make payment for Securities shall not be affected by the failure
of any purchaser to take delivery of and payment for Securities pursuant to
other contracts similar to this contract.
[The undersigned understands that Underwriters (the "Underwriters") are
also purchasing Securities from Unocal, but that the obligations of the
undersigned hereunder are not contingent on such purchases.] Promptly after
completion of the sale to the Underwriters Unocal will mail or deliver to the
undersigned at its address set forth below notice to such effect, accompanied by
a copy of the Opinion of Counsel for Unocal delivered to the Underwriters in
connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Securities
hereby agreed to be purchased by it under the laws of the jurisdiction to which
the undersigned is subject.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. This
contract shall be governed by and construed in accordance with the laws of the
State of New York.
It is understood that the acceptance by Unocal of any Delayed Delivery
Contract (including this contract) is in Unocal's sole discretion and that,
without limiting the foregoing, acceptances of such contracts need not be on a
first-come, first-served basis. If this contract is acceptable to Unocal, it is
requested that
III-2
<PAGE>
Unocal sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding contract between Unocal and the undersigned when such
counterpart is so mailed or delivered by Unocal.
Yours very truly,
---------------------------------------------
By:
------------------------------------------
(Signature)
---------------------------------------------
(Name and Title)
---------------------------------------------
(Address)
Accepted:___________________, 199___
Unocal Corporation
By:
---------------------------------
Name:
Title:
III-3
<PAGE>
UNOCAL CORPORATION EXHIBIT 1.3
COMMON STOCK
AND
WARRANTS TO PURCHASE COMMON STOCK
STANDARD UNDERWRITING PROVISIONS
JULY 1994
INTRODUCTION
A. From time to time Unocal Corporation, a Delaware corporation
("Unocal"), proposes (i) to enter into one or more Underwriting Agreements (each
an "Underwriting Agreement") in the form of Annex I (including Schedule I and,
as applicable, Schedules II and III to Annex I) to these Standard Underwriting
Provisions, which Underwriting Agreements will incorporate therein by reference
some or all of the provisions set out below under "Standard Provisions," with
such additions and deletions as the parties thereto may determine, and, subject
to the terms and conditions stated herein and therein, (ii) to issue and sell to
the firms named in Schedule I to the applicable Underwriting Agreement (such
firms constituting the "Underwriters" with respect to such Underwriting
Agreement and the securities specified therein) Unocal common stock on such
terms specified in Schedule II to such Underwriting Agreement (the "Common
Stock") and certain warrants specified in Schedule III to such Underwriting
Agreement (the "Warrants") to purchase Common Stock (the "Warrant Securities")
to be issued pursuant to the provisions of a Warrant Agreement (the "Warrant
Agreement") (the Common Stock and Warrants to be issued and sold are hereinafter
referred to as the "Securities"), less the number of Securities covered by
Delayed Delivery Contracts, if any, as provided in Section 3 below under
"Standard Provisions" and as may be specified in Schedule II (with respect to
Common Stock) or Schedule III (with respect to Warrants) to such Underwriting
Agreement (with respect to such Underwriting Agreement, any Securities to be
covered by Delayed Delivery Contracts being herein sometimes referred to as
"Contract Securities" and the Securities to be purchased by the Underwriters
(after giving effect to the deduction, if any, for Contract Securities) being
herein sometimes referred to as "Underwriters' Securities").
B. The terms, rights, preferences and privileges of any particular
issuance of Securities shall be as specified in the Underwriting Agreement
and/or the Warrant Agreement relating thereto and in Unocal's Certificate of
Incorporation, as amended (the "Certificate of Incorporation").
C. Particular sales of Securities may be made from time to time to the
Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in Schedule I to the
Underwriting Agreement relating thereto will act as representatives (the
"Representatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative.
D. These Standard Underwriting Provisions shall not be construed as an
obligation of Unocal to sell any Securities. The obligation of Unocal to issue
and sell any Securities shall be evidenced by the Underwriting Agreement with
respect to the Securities specified therein. The expression "this Underwriting
Agreement" is used below under "Standard Provisions" so that when an
Underwriting Agreement incorporates therein a provision using such expression,
such expression will, without modification, be
<PAGE>
referring to that specific Underwriting Agreement. Each Underwriting
Agreement shall specify the initial public offering price of the Securities, the
purchase price to the Underwriters of the Securities, the names of the
Underwriters of the Securities, the names of the Representatives of such
Underwriters, whether any of the Securities shall be covered by Delayed Delivery
Contracts (as defined in Section 3 hereof) and the commission payable to the
Underwriters with respect thereto and shall set forth the date, time and manner
of delivery of the Securities and payment therefor and (to the extent not set
forth in the registration statement and prospectus with respect thereto) the
terms of the Securities, and with respect to Securities that are Warrants, the
terms of the Warrant Securities. Each Underwriting Agreement where the
Securities consist of Common Stock shall specify the aggregate number of shares
of Common Stock to be purchased by all of the Underwriters, and the number of
shares of Common Stock to be purchased by each Underwriter. Each Underwriting
Agreement where the Securities consist of Warrants shall specify the aggregate
number of Warrants to be purchased by all of the Underwriters, and the number of
Warrants to be purchased by each Underwriter.
STANDARD PROVISIONS
1. Terms used but not defined below have the meaning given such terms
above under "Introduction."
2. Unocal represents and warrants to, and agrees with, each of the
Underwriters that:
a. Two registration statements (Nos. 33-38505; 33-38505-01 and
Nos. 33-_______ and 33-____-01) in respect of the Securities, as well as other
securities which may be issuable from time to time by Unocal and by it wholly
owned subsidiary, Union Oil Company of California ("Union Oil") (collectively
with the Securities, the "Registered Securities"), have been filed with the
Securities and Exchange Commission (the "Commission") in the form heretofore
delivered or to be delivered to the Representatives and, excluding exhibits to
such registration statements, but including all documents incorporated by
reference in the prospectus contained therein, to the Representatives for each
of the other Underwriters and such registration statements in such form have
been declared effective by the Commission and to the knowledge of Unocal no stop
order suspending the effectiveness of such registration statements has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission; (the various parts of such registration statements, including
all exhibits thereto but excluding Form T-1, each as amended at the time such
part became effective, being hereinafter collectively called the "Registration
Statements"; references herein to the "applicable Registration Statement" shall
be deemed to refer to both Registration Statements so long as Registered
Securities remain issuable under Registration Statement Nos. 33-38505 and
33-38505-01 and only to Registration Statement Nos. 33-________ and
33-_________-01 thereafter; the term "Basic Prospectus" means the prospectus
included in the applicable Registration Statement; the term "Prospectus" means
the Basic Prospectus together with the prospectus supplement (other than a
preliminary prospectus supplement) specifically relating to the Securities as
filed with, or transmitted for filing with, the Commission pursuant to Rule 424;
the term "preliminary prospectus" means a preliminary prospectus supplement
specifically relating to the Offered Securities together with the Basis
Prospectus; the terms "Registration Statement," "Basic Prospectus," "Prospectus"
and "preliminary prospectus" shall include, in each case, the material, if any,
incorporated by reference therein);
b. The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus, when such
documents become effective or are filed with the Commission, as the case may be,
will conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not
2.
<PAGE>
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to Unocal by an Underwriter through the
Representatives expressly for use in the Prospectus;
c. Each Registration Statement and the Prospectus conform in
all material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to each Registration Statement and any amendment
thereto and as of the date of the Prospectus as to the Prospectus, contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to Unocal by an Underwriter through the Representatives
expressly for use in the Prospectus;
d. Since the respective dates as of which information is given
in the applicable Registration Statement and the Prospectus, there has not been
any material change in the capital stock or consolidated long-term debt of
Unocal or any material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
Unocal and its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus;
e. Unocal has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the jurisdiction of its
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus;
f. Unocal has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of Unocal have been
duly and validly authorized and issued and are fully paid and non-assessable
(except for a DE MINIMIS number of shares), and Unocal is the registered and
beneficial owner of all of the outstanding shares of capital stock of Union Oil;
g. The Securities have been duly authorized, and,
(i) if any of the Securities are Common Stock, when such
Common Stock is issued, delivered and paid for pursuant to this
Underwriting Agreement and, in the case of any Contract Securities
that are Common Stock, pursuant to Delayed Delivery Contracts, such
Securities will have been validly issued, fully paid and nonassessable
and will have the rights set forth in Unocal's Certificate of
Incorporation; and the Common Stock conforms in all material respects
to the description thereof in the Prospectus;
(ii) if any of the Securities are Warrants, when such
Warrants are countersigned and issued by the Warrant Agent pursuant to
the related Warrant Agreement, delivered and paid for pursuant to this
Underwriting Agreement and, in the case of any Contract Securities
that are Warrants, pursuant to Delayed Delivery Contracts, such
Securities will have been duly executed, issued and delivered and will
constitute valid and legally binding obligations of Unocal, entitled
to the benefits provided by the Warrant Agreement, which will be
substantially in the form filed as an exhibit to the applicable
Registration Statement; the Warrant Agreement has been duly authorized
and, at the Time of Delivery (as defined in Section 4 hereof) the
Warrant Agreement (assuming the due authorization, execution and
delivery thereof by the Warrant Agent) will constitute a valid and
legally binding instrument of Unocal, enforceable against Unocal in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity
principles; the Warrant Securities have been duly authorized and
reserved for
3.
<PAGE>
issuance and, upon issuance and delivery thereof against payment upon
exercise of the Warrants pursuant to the related Warrant Agreement,
will be validly issued, fully paid and nonassessable and will have the
rights set forth in Unocal's Certificate of Incorporation; and the
Warrants, the related Warrant Securities and the Warrant Agreement
conform in all material respects to the descriptions thereof in the
Prospectus;
h. There are no holders of securities of Unocal who, by reason
of the filing of either Registration Statement under the Act or the execution by
Unocal of this Underwriting Agreement, have the right to request or demand that
Unocal register under the Act any securities held by them;
i. In the event any of the Securities are to be purchased
pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts
has been duly authorized by Unocal and, when executed and delivered by Unocal
and the purchaser named therein, will constitute a valid and legally binding
agreement of Unocal, enforceable against Unocal in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors' rights and to
general equity principles; and any Delayed Delivery Contracts will conform in
all material respects to the description thereof in the Prospectus;
j. The issue and sale of the Securities and the compliance by
Unocal with all of the provisions of the Securities, including in the case of
issue and sale of Warrants, the Warrant Agreement and the related Warrant
Securities, each of the Delayed Delivery Contracts, if any, this Underwriting
Agreement, and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which Unocal is a
party or by which Unocal is bound or to which any of the property or assets of
Unocal is subject, nor will such action result in any violation of the
provisions of Unocal's Certificate of Incorporation, as amended, or the By-Laws,
as amended, or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over Unocal or any of its
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body in the
United States is required for the issue and sale of the Securities (or in the
case of Securities that are Warrants, the issue and sale of the related Warrant
Securities) or the consummation by Unocal of the other transactions contemplated
by this Underwriting Agreement or, in the case of Securities that are Warrants,
the Warrant Agreement, or any Delayed Delivery Contract, except such as have
been, or will have been prior to the Time of Delivery, obtained under the Act
and such consents, approvals, authorizations, registrations or qualifications as
may be required by any stock exchange on which any of the Securities may be
listed and under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriters; and
k. Other than as set forth or contemplated in the Prospectus,
there is no legal or governmental proceeding pending to which Unocal or any of
its subsidiaries is a party or of which any property of Unocal or any of its
subsidiaries is subject, which is likely (to the extent not covered by
insurance) to have a material adverse effect on the consolidated financial
position of Unocal and its subsidiaries, and, to the best of Unocal's knowledge
and other than as set forth and contemplated in the Prospectus, no such
proceeding is threatened or contemplated by governmental authorities or
threatened by others.
3. Upon the execution of this Underwriting Agreement and authorization by
the Representatives of the release of the Underwriters' Securities, the several
Underwriters propose to offer the Underwriters' Securities for sale upon the
terms and conditions set forth in the Prospectus, as amended or supplemented.
Unocal may specify in Schedule II (with respect to Common Stock) and in
Schedule III (with respect to Warrants) hereto that the Underwriters are
authorized to solicit offers to purchase Securities
4.
<PAGE>
from Unocal pursuant to delayed delivery contracts (herein "Delayed Delivery
Contracts"), substantially in the form of Annex III attached hereto but with
such changes therein as the Representatives and Unocal may authorize or approve.
If so specified, the Underwriters will endeavor to make such arrangements, and
as compensation therefor Unocal will pay to the Representatives, for the
accounts of the Underwriters, at the Time of Delivery, such commission, if any,
as may be set forth in such Underwriting Agreement. Delayed Delivery Contracts,
if any, are to be with investors of the types described in the Prospectus and
subject to other conditions therein set forth. The Underwriters will not have
any responsibility in respect of the validity or performance of any Delayed
Delivery Contracts.
The number of Contract Securities to be deducted from the number of
Securities to be purchased by each Underwriter as set forth in Schedule I hereto
shall be, in each case, the number of Contract Securities which Unocal has been
advised by the Representatives has been attributed to such Underwriter, provided
that, if Unocal has not been so advised, the amount of Contract Securities to be
so deducted shall be, in each case, that proportion of Contract Securities which
the number of Securities to be purchased by such Underwriter under this
Underwriting Agreement bears to the total number of the Securities. The number
of Underwriters' Securities to be purchased by all the Underwriters pursuant to
this Underwriting Agreement shall be the total of Securities set forth in
Schedule I to such Underwriting Agreement less the number of Contract
Securities. Unocal will deliver to the Representatives not later than
3:30 p.m., New York time, on the third business day preceding the Time of
Delivery specified in this Underwriting Agreement (or such other time and date
as the Representatives and Unocal may agree upon in writing) a written notice
setting forth the number of Contract Securities.
4. If in definitive form, Underwriters' Securities to be purchased by
each Underwriter pursuant to this Underwriting Agreement, in such authorized
denominations and registered in such names as the Representatives may request
upon at least forty-eight hours' prior notice to Unocal, shall be delivered by
or on behalf of Unocal to the Representatives for the account of such
Underwriter; and if in global form, Underwriters' Securities to be purchased by
each Underwriter pursuant to this Underwriting Agreement shall be delivered to
The Depository Trust Company for credit to the specified account of such
Underwriters. Such delivery in each case shall be made against payment by such
Underwriter or on its behalf of the purchase price therefor by electronic funds
transfer, certified or official bank check or checks (or such other method of
payment that may be specified in the Underwriting Agreement), payable to the
order of Unocal in the funds specified in this Underwriting Agreement, all at
the place and time and date specified in this Underwriting Agreement or at such
other place and time and date as the Representatives and Unocal may agree upon
in writing, such time and date being herein called the "Time of Delivery" for
such Securities.
Concurrently with the delivery of and payment for the Underwriters'
Securities, Unocal will deliver to the Representatives for the accounts of the
Underwriters a check payable to the order of, or an electronic funds transfer to
the account of, the party designated in this Underwriting Agreement in the
amount of any compensation payable by Unocal to the Underwriters in respect of
any Delayed Delivery Contracts as provided in Section 3 hereof and in this
Underwriting Agreement.
5. Unocal agrees with each of the Underwriters:
a. To make no further amendment or supplement to the
Registration Statements or the Prospectus, after the date of this Underwriting
Agreement and prior to the Time of Delivery which shall be disapproved by the
Representatives promptly after reasonable notice thereof, except that Unocal
shall be permitted to make further amendments or supplements to the Registration
Statements or the Prospectus by incorporation by reference of any proxy
statements, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and
Current Reports on Form 8-K without the approval of the Representatives,
provided that Unocal shall (i) deliver a copy of each such report or proxy
statement (together with all exhibits thereto) to each Representative promptly
with such report or proxy statement being filed with the Commission; and (ii) if
the date of the filing of such a report or proxy statement with the Commission
will be the same day as the Time of Delivery, then Unocal shall to the extent
practicable notify each Representative at least one business day (i.e. any day
which is not a Saturday or Sunday and which in
5.
<PAGE>
New York City is not a day on which banking institutions are generally
authorized or obligated by law to close) prior to filing such a report or proxy
statement with the Commission; to advise the Representatives promptly of any
amendment or supplement to any Registration Statement or the Prospectus after
such Time of Delivery and furnish the Representatives with copies thereof and to
file promptly all reports and any definitive proxy or information statements
required to be filed by Unocal with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act for so long as delivery of a prospectus
is required in connection with the offering or sale of the Securities, and
during such same period to advise the Representatives, promptly after either of
them receives notice thereof, of the time when any amendment to any Registration
Statement has been filed or become effective or any supplement to the Prospectus
or any amended Prospectus has been filed or transmitted for filing, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any prospectus relating to the Securities (or if the
Securities consist of Warrants, of the related Warrant Securities), of the
suspension of the qualification of the Securities (or if the Securities consists
of Warrants, of the related Warrant Securities) for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of any Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any such stop order or of any such order
relating to the Securities (or if the Securities consist of Warrants, of the
related Warrant Securities) or suspension of any such qualification, to use
promptly its best efforts to obtain its withdrawal;
b. Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Securities (and, if the
Securities consist of Warrants, the related Warrant Securities) for offering and
sale under the securities laws of such jurisdictions as the Representatives may
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Securities, provided that in connection
therewith Unocal shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;
c. To furnish the Underwriters with copies of the Prospectus in
such quantities as the Representatives may from time to time reasonably request,
and, if the delivery of a prospectus is required at any time in connection with
the offering or sale of the Securities (and, if the Securities consist of
Warrants, the related Warrant Securities) and if at such time any event shall
have occurred as a result of which the Prospectus would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act or
the Exchange Act, to notify the Representatives and upon their request to file
such document and to prepare and furnish without charge to each Underwriter and
to any dealer in securities as many copies as the Representatives may from time
to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
d. To make generally available to its security holders as soon
as practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement and of the post-effective amendment
thereto hereinafter referred to, a consolidated earnings statement of Unocal and
its subsidiaries (which need not be audited) complying with Section 11(a) of the
Act and the rules and regulations of the Commission thereunder (including at the
option of Unocal, Rule 158); and
e. During the period beginning from the date of this
Underwriting Agreement and continuing to and including the earlier of (i) the
termination of trading restrictions for the Securities, as notified to Unocal by
the Representatives, and (ii) the Time of Delivery, not to offer, sell, contract
to sell or otherwise dispose, or announce the proposed issuance or sale, of any
capital stock (or warrants therefor), of Unocal without the prior oral consent
of the Representatives, which consent shall be promptly confirmed in writing.
6.
<PAGE>
6. Unocal covenants and agrees with the several Underwriters that Unocal
will pay or cause to be paid the following: (i) the fees, disbursements and
expenses of Unocal's counsel and accountants in connection with the registration
of the Securities under the Act and all other expenses in connection with the
preparation, printing and filing of any Registration Statement, any preliminary
prospectus and the Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to the Underwriters and dealers;
(ii) the cost of printing or producing any Agreement among Underwriters, the
Standard Underwriting Provisions, July 1994, this Underwriting Agreement, any
Warrants, any Warrant Agreements, any Delayed Delivery Contracts, any Blue Sky
and Legal Investment Memoranda and any other documents in connection with the
offering, purchase, sale and delivery of the Securities (and if the Securities
consist of Warrants, the related Warrant Securities); (iii) all expenses in
connection with the qualification of the Securities (and if the Securities
consist of Warrants, the related Warrant Securities) for offering and sale under
state securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Securities
(and, if the Securities consist of Warrants, the related Warrant Securities);
(v) any filing fees incident to any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Securities (and, if
the Securities consist of Warrants, the related Warrant Securities); (vi) the
cost of preparing the Securities (and if the Securities consist of Warrants, the
related Warrant Securities); (vii) if the Securities consist of Warrants, the
fees and expenses of any Warrant Agent and the fees and disbursements of counsel
for any Warrant Agent; (viii) the costs and fees incurred in connection with the
listing of any Securities on any securities exchange; and (ix) all other costs
and expenses incident to the performance of its obligations hereunder and under
any Delayed Delivery Contracts which are not otherwise specifically provided for
in this Section. It is understood, however, that, except as provided in this
Section, Section 8 and Section 11 hereof, the Underwriters will pay all of their
own costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.
7. The obligations of the Underwriters shall be subject, in the
discretion of the Representatives, to the condition that all representations and
warranties and other statements of Unocal herein are, at and as of the Time of
Delivery, true and correct, the condition that Unocal have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:
a. No stop order suspending the effectiveness of any
Registration Statement shall have been issued and no proceeding for that purpose
shall have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with to the Representatives' reasonable satisfaction;
b. Brobeck, Phleger & Harrison, counsel for the Underwriters,
shall have furnished to the Representatives such opinion or opinions, dated the
Time of Delivery, with respect to the incorporation of Unocal, the Securities,
the Warrant Securities, the Warrant Agreement, the Delayed Delivery Contracts,
if any, the applicable Registration Statement, the Prospectus, and other related
matters as the Representatives may reasonably request, and such counsel shall
have received such papers and information as they may reasonably request to
enable them to pass upon such matters;
c. The General Counsel of Unocal, or his designee, subject to
the approval by the Representatives of such designee, shall have furnished to
the Representatives his written opinion, dated the Time of Delivery, in form and
substance satisfactory to the Representatives, to the effect that:
(i) Unocal has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with power and authority (corporate
and other) to own its properties and conduct its business as described
in the Prospectus;
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(ii) Unocal has an authorized capitalization as set forth
in the Prospectus, all of the issued shares of capital stock of Union
Oil and of Unocal have been duly and validly authorized and issued and
are fully paid and nonassessable (except such counsel may take
exception for a DE MINIMIS number of shares), and Unocal is the
registered and beneficial owner of all of the outstanding shares of
capital stock of Union Oil;
(iii) To the best of such counsel's knowledge and other
than as set forth or contemplated in the Prospectus, there is no legal
or governmental proceeding pending to which Unocal or any of its
subsidiaries is a party or of which any property of Unocal or any of
its subsidiaries is the subject, which is likely (to the extent not
covered by insurance) to have a material adverse effect on the
consolidated financial position of Unocal and its subsidiaries; and,
to the best of such counsel's knowledge and other than as set forth or
contemplated in the Prospectus, no such proceeding is threatened or
contemplated by governmental authorities or threatened by others;
(iv) This Underwriting Agreement has been duly authorized,
executed and delivered by Unocal;
(v) In the event any of the Securities are to be purchased
pursuant to Delayed Delivery Contracts, each of such Delayed Delivery
Contracts has been duly authorized, executed and delivered by Unocal
and, assuming each such Delayed Delivery Contract has been duly
executed and delivered by the purchaser named therein, constitutes a
valid and legally binding agreement of Unocal, enforceable against
Unocal in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles; and any Delayed Delivery Contracts conform
in all material respects to the description thereof in the Prospectus;
(vi) The Securities that are Common Stock have been duly
authorized and are validly issued, fully paid and nonassessable and
have the rights set forth in Unocal's Certificate of Incorporation;
the Contract Securities that are Common Stock, if any, when evidenced
by certificates duly countersigned by the transfer agent and registrar
and issued, delivered and paid for in accordance with Delayed Delivery
Contracts, if any, will be validly issued, fully paid and
nonassessable and will have the rights set forth in Unocal's
Certificate of Incorporation; and the Common Stock conforms in all
material respects to the description thereof in the Prospectus;
(vii) The issue and sale of the Securities and the
compliance by Unocal with all of the provisions of the Securities, in
the case of the issue and sale of Warrants, the Warrant Agreement and
the related Warrant Securities, each of the Delayed Delivery
Contracts, if any, and this Underwriting Agreement and the
consummation of the transactions herein and therein contemplated will
not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument known
to such counsel to which Unocal is a party or by which Unocal is bound
or to which any of the property or assets of Unocal are subject, nor
will such action result in any violation of the provisions of Unocal's
Certificate of Incorporation, as amended, or the By-Laws, as amended,
of Unocal or any statute or any order, rule or regulation known to
such counsel of any
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governmental agency or body having jurisdiction over Unocal or any of
its properties, except that such counsel may state that the opinion
set forth in the preceding clause is limited to those statutes,
orders, rules and regulations currently in effect which, in such
counsel's experience, are normally applicable to transactions of the
type contemplated by this Agreement and that such counsel expresses no
opinion as to the securities or Blue Sky laws of the various
jurisdictions in which the Securities are to be offered;
(viii) No consent, approval, authorization, order,
registration or qualification of or with any such United States court
or governmental agency or body is required for the issue and sale of
the Securities (or, in the case of Securities that are Warrants, the
issue and sale of the related Warrant Securities) or the consummation
by Unocal of the other transactions contemplated by this Underwriting
Agreement or, in the case of the Securities that are Warrants, the
Warrant Agreement, or any of such Delayed Delivery Contracts, except
such as have been obtained under the Act and such consents, approvals,
authorizations, registrations or qualifications as may be required by
any stock exchange on which any of the Securities may be listed and
under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriters;
(ix) The Securities that are Warrants have been duly
authorized, countersigned and issued by the Warrant Agent pursuant to
the Warrant Agreement and, when delivered against payment therefor
pursuant to this Underwriting Agreement and, in the case of any
Contract Securities that are Warrants, pursuant to Delayed Delivery
Contracts, such Securities will have been duly executed, issued and
delivered and will constitute valid and legally binding obligations of
Unocal entitled to the benefits provided by the Warrant Agreement
(assuming the due authorization, execution and delivery thereof by the
Warrant Agent), which will be substantially in the form filed as an
exhibit to the applicable Registration Statement; the Warrant
Agreement has been duly authorized, executed and delivered by Unocal
and (assuming the due authorization, execution and delivery thereof by
the Warrant Agent) at the Time of Delivery the Warrant Agreement will
constitute a valid and legally binding instrument of Unocal,
enforceable against Unocal in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors'
rights and to general equity principles; the Warrant Securities have
been duly authorized and reserved for issuance and, when evidenced by
certificates duly countersigned by the transfer agent and registrar
and issued, delivered and paid for upon exercise of the Warrants
pursuant to the related Warrant Agreement, will be validly issued,
fully paid and nonassessable and will have the rights set forth in
Unocal's Certificate of Incorporation; and the Warrants, the related
Warrant Securities and the Warrant Agreement conform in all material
respects to the descriptions thereof in the Prospectus;
(x) To the best of such counsel's knowledge after
reasonable inquiry, there are no holders of securities of Unocal who,
by reason of the filing of either of the Registration Statements under
the Act or the execution by Unocal of this Underwriting Agreement,
have the right to request or demand that Unocal register under the Act
any securities held by them;
(xi) The documents incorporated by reference in the
Prospectus, (other than the financial statements, the related
schedules and financial exhibits and other financial and statistical
information included therein, as to which such counsel need express no
opinion), when they became effective or were filed with the
Commission,
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as the case may be, complied as to form in all material respects with
the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder; and such
counsel has no reason to believe that any of such documents, when they
became effective or were so filed, as the case may be, in the case of
a registration statement which became effective under the Act,
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and, in the case of other documents
which were filed under the Act or the Exchange Act with the
Commission, contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made when such documents were so filed, not misleading; and
(xii) Each Registration Statement and the Prospectus,
(other than the financial statements, the related schedules and
financial exhibits and other financial and statistical information
included therein, as to which such counsel need express no opinion),
complies as to form in all material respects with the requirements of
the Act and the rules and regulations thereunder; such counsel has no
reason to believe that, as of the effective date of the applicable
Registration Statement, either the applicable Registration Statement
or the Basic Prospectus contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that, as
of the Time of Delivery, either the applicable Registration Statement
or the Prospectus contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; PROVIDED,
such counsel need express no opinion with respect to any statement
contained in or omitted from any Registration Statement or the
Prospectus, in reliance upon or in conformity with written information
furnished to Unocal by any Underwriter, expressly for use in any
Registration Statement or Prospectus; and such counsel does not know
of any contracts or other documents of a character required to be
filed as an exhibit to the applicable Registration Statement or
required to be incorporated by reference into the Prospectus or
required to be described in the applicable Registration Statement or
the Prospectus, which are not filed or incorporated by reference or
described as required;
d. At the Time of Delivery, the independent accountants of
Unocal who have audited the consolidated financial statements of Unocal and its
subsidiaries included or incorporated by reference in the applicable
Registration Statement shall have furnished to the Representatives a letter
dated as of the Time of Delivery with respect to Unocal to the effect set forth
in Annex II to these Standard Underwriting Provisions and as to such other
matters as the Representatives may reasonably request and in form and substance
satisfactory to the Representatives;
e. (i) Neither Unocal nor any of its subsidiaries shall have
sustained since the date of the latest audited consolidated financial
statements included or incorporated by reference in the Prospectus,
any loss or interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus; and
(ii) since the respective dates as of which information is
given in the Prospectus, there shall not have been any change in the
capital stock or consolidated long-term debt of Unocal or any change,
or development involving a prospective change, in or affecting the
general affairs, management, financial position, stockholders' equity
or results of operations of Unocal and its subsidiaries,
10.
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otherwise than as set forth or contemplated in the Prospectus, the
effect of which, in any such case described in Clause (i) or (ii),
is in the judgment of the Representatives so material and adverse as
to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Securities on the terms and in the
manner contemplated in the Prospectus;
f. Subsequent to the date of this Underwriting Agreement there
shall not have occurred any of the following: (i) a suspension or material
limitation in trading in securities generally on the New York Stock Exchange;
(ii) a general moratorium on commercial banking activities in New York declared
by either Federal or New York State authorities; or (iii) any outbreak or
escalation of hostilities or other calamity or crisis on or after the date of
such Underwriting Agreement, if the effect of any such event specified in this
Clause (iii) in the judgment of the Representatives makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Underwriters' Securities on the terms and in the manner contemplated in the
Prospectus;
g. Unocal shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery certificates of officers of Unocal
satisfactory to the Representatives as to the accuracy of the representations
and warranties of Unocal herein at and as of such Time of Delivery, as to the
performance by Unocal of all of its obligations hereunder to be performed at or
prior to such Time of Delivery, as to the matters set forth in subsections (a)
and (e) of this Section, and as to such other matters as the Representatives may
reasonably request; and
h. There has been no notice pursuant to Section 5(a) above of
an intention to amend or supplement, nor has there been any such amendment or
supplement to, the applicable Registration Statement or the Prospectus by
incorporation by reference pursuant to Section 5(a) above between the date of
this Underwriting Agreement and the Time of Delivery, inclusive. If Unocal
notifies any Representative of the impending filing of any amendment or
supplement to the Registration Statement or the Prospectus by incorporation by
reference pursuant to Section 5(a) above, then each Representative so notified
shall use such information, until such information has been filed with the
Commission, solely for the purpose of determining whether or not to consummate
the purchase of the Securities pursuant to this Underwriting Agreement.
8. a. Unocal will indemnify and hold harmless each Underwriter
against any losses, claims, damages, or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, any Registration
Statement, the Prospectus or any other prospectus relating to the Securities, or
any amendment or supplement thereto, 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
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim; provided, however, that Unocal shall 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 an untrue statement or alleged untrue statement or
omission or alleged omission made in any preliminary prospectus, any
Registration Statement, the Prospectus or any other prospectus relating to the
Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to Unocal by any Underwriter
through the Representatives expressly for use in the Prospectus.
b. Each Underwriter will indemnify and hold harmless Unocal
against any losses, claims, damages or liabilities to which Unocal may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, any Registration Statement, the Prospectus, or any other
prospectus relating to the Securities, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to
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state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in any preliminary prospectus, any Registration Statement, the Prospectus,
or any other prospectus relating to the Securities, or any such amendment or
supplement thereto in reliance upon and in conformity with written information
furnished to Unocal by such Underwriter through the Representatives expressly
for use therein; and will reimburse Unocal for any legal or other expenses
reasonably incurred by Unocal in connection with investigating or defending any
such action or claim.
c. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.
d. If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by Unocal, on the one hand, and the Underwriters, on
the other, from the offering of the Securities to which such loss, claim, damage
or liability (or action in respect thereof) relates. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of Unocal, on the one hand, and the Underwriters, on the other, in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by
Unocal, on the one hand, and such Underwriters, on the other, shall be deemed to
be in the same proportion as the total net proceeds from such offering (before
deducting expenses) received by Unocal bear to the total underwriting discounts
and commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by Unocal, on the one
hand, or such Underwriters, on the other, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. Unocal and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the applicable Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or
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omission or alleged omission. 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. The obligations of the Underwriters in this subsection (d)
to contribute are several in proportion to their respective underwriting
obligations with respect to the Securities and not joint.
e. The obligations of Unocal under this Section 8 shall be in
addition to any liability which Unocal may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of Unocal and to each person,
if any, who controls Unocal within the meaning of the Act.
9. a. If any Underwriter shall default in its obligation to
purchase the Underwriters' Securities which it has agreed to purchase under this
Underwriting Agreement relating to such Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Underwriters' Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Underwriters' Securities, then Unocal shall
be entitled to a further period of thirty-six hours within which to procure
another party or other parties satisfactory to the Representatives to purchase
such Underwriters' Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify Unocal that they have
so arranged for the purchase of such Underwriters' Securities, or Unocal
notifies the Representatives that it has so arranged for the purchase of such
Underwriters' Securities, the Representatives or Unocal shall have the right to
postpone the Time of Delivery for such Underwriters' Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the applicable Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and Unocal
agree to file promptly any amendments or supplements to the applicable
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to this Underwriting
Agreement.
b. If, after giving effect to any arrangements for the purchase
of the Underwriters' Securities of a defaulting Underwriter or Underwriters by
the Representatives or Unocal as provided in subsection (a) above, the aggregate
number of such Underwriters' Securities which remains unpurchased does not
exceed one-eleventh of the aggregate number of the Securities, then Unocal shall
have the right to require each non-defaulting Underwriter to purchase the number
of Underwriters' Securities which such Underwriter agreed to purchase under this
Underwriting Agreement and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the number of Securities
which such Underwriter agreed to purchase under this Underwriting Agreement) of
the Underwriters' Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
c. If, after giving effect to any arrangements for the purchase
of the Underwriters' Securities of a defaulting Underwriter or Underwriters by
the Representatives or Unocal as provided in subsection (a) above, the aggregate
number of Underwriters' Securities which remains unpurchased exceeds
one-eleventh of the aggregate number of the Securities, as referred to in
subsection (b) above, or if Unocal shall not exercise the right described in
subsection (b) above to require non-defaulting Underwriters to purchase
Underwriters' Securities of a defaulting Underwriter or Underwriters, then this
Underwriting Agreement shall thereupon terminate, without liability on the part
of any non-defaulting Underwriter, Unocal, except for the expenses to be borne
by Unocal and the Underwriters as provided in Section 6 hereof and the indemnity
and contribution agreements in Section 8 hereof; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.
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10. The respective indemnities, agreements, representations, warranties
and other statements of Unocal and the several Underwriters, as set forth in
this Underwriting Agreement or made by or on behalf of them, respectively,
pursuant to this Underwriting Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or Unocal, or any officer or director or controlling person of
Unocal and shall survive delivery of and payment for the Securities.
11. If this Underwriting Agreement shall be terminated pursuant to
Section 9 hereof, Unocal shall not then be under any liability to any
Underwriter with respect to the Securities except as provided in Section 6 and
Section 8 hereof; but, if for any other reason, Underwriters' Securities are not
delivered by or on behalf of Unocal as provided herein, Unocal will reimburse
the Underwriters through the Representatives for all out-of-pocket expenses
approved in writing by the Representatives, including fees and disbursements or
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Securities, but Unocal shall then be under no
further liability to any Underwriter with respect to such Securities except as
provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters
shall act on behalf of each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or agreement on
behalf of any Underwriter made or given by such Representatives jointly or by
such of the Representatives, if any, as may be designated for such purpose in
Schedule II hereto.
All statements, requests, notices and agreements hereunder shall be in
writing or by facsimile, telex, telegram or other similar electronic
communication if promptly confirmed in writing, and if the Underwriters shall be
sufficient in all respects if delivered or sent by registered mail to the
address of the Representatives as set forth in Schedule II and Schedule III
hereto; and if to Unocal shall be sufficient in all respects if delivered or
sent by registered mail to the address of Unocal set forth in the applicable
Registration Statement, Attention: Corporate Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered
or sent by registered mail to such Underwriter at its address set forth either
in its Underwriters' Questionnaire, or facsimile constituting such
Questionnaire, which address will be supplied to Unocal by the Representatives
upon request.
13. This Underwriting Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters and Unocal and, to the extent provided in
Section 8 and Section 10 hereof, the officers and directors of Unocal and each
person who controls Unocal, or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Underwriting Agreement. No
purchaser of any of the Securities from an Underwriter shall be deemed a
successor or assign by reason merely of such purchase.
14. Time shall be of the essence in this Underwriting Agreement.
15. This Underwriting Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
16. This Agreement may be (i) executed by any one or more of the parties
hereto and thereto in any number of counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together
constitute one and the same instrument and (ii) evidenced by an exchange of
facsimile communications or any other rapid transmission device designed to
produce a written record of communications transmitted. The obligations of the
Underwriters under this Underwriting Agreement shall be several and not joint.
14.
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ANNEX I
TO
STANDARD UNDERWRITING PROVISIONS
UNDERWRITING AGREEMENT
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As Representatives of the several
Underwriters named in Schedule I [Date]
hereto
Ladies and Gentlemen:
Unocal Corporation ("Unocal") proposes, subject to the terms and conditions
stated herein and in Section 1 through 16 and Annexes II and III of the Standard
Underwriting Provisions, July 1994 (the "Standard Provisions"), to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
securities (the "Securities") specified in Schedule II hereto (with respect to
Common Stock) and Schedule III hereto (with respect to Warrants). Each of the
provisions of the Standard Provisions is incorporated herein by reference in its
entirety, and shall be deemed to be a part of this Underwriting Agreement to the
same extent as if such provisions had been set forth in full herein; and each of
the representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Underwriting Agreement, except that each
representation and warranty with respect to the Prospectus in Section 2 of the
Standard Provisions shall be deemed to be a representation and warranty as of
_______, 1994 in relation to the Basic Prospectus (as therein defined), and also
a representation and warranty as of the date of this Underwriting Agreement in
relation to the Prospectus (as therein defined). Each reference to the
Representatives herein and in the provisions of the Standard Provisions so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Standard Provisions are used herein as
therein defined. The Representatives designated to act on behalf of each of the
Underwriters pursuant to Section 12 of the Standard Provisions and the address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto (with respect to Common Stock) and Schedule III hereto
(with respect to Warrants).
An amendment to the applicable Registration Statement, or a supplement
to the Basic Prospectus, as the case may be, relating to the Securities, in the
form heretofore delivered to you, has been or is now proposed to be transmitted
for filing with the Commission.
Subject to the terms and conditions set forth herein and in the
Standard Provisions incorporated herein by reference, Unocal agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from Unocal at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto (with respect
to Common Stock) and Schedule III hereto (with respect to Warrants), the number
of Securities set forth opposite the name of such Underwriter in Schedule I
hereto, less the number of Securities covered by Delayed Delivery Contracts, if
any, as may be specified respectively in such Schedule II (with respect to
Common Stock) and Schedule III (with respect to Warrants).
I-1
<PAGE>
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Standard Provisions incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and Unocal. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority set forth in a
form of Agreement among Underwriters, the form of which shall be submitted to
Unocal for examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
UNOCAL CORPORATION
By:
----------------------------------------
Name:
Title:
Accepted as of the date hereof:
[Name of Representative]
By:
----------------------------------
Authorized Signature
Name:
Title:
[Name of Representative]
By:
---------------------------------
Authorized Signature
Name:
Title:
On behalf of each of the Underwriters
I-2
<PAGE>
SCHEDULE I
TO
UNDERWRITING AGREEMENT
<TABLE>
<CAPTION>
Number of Number of
Securities that are Securities that
Common Stock to are Warrants to
Underwriters be Purchased be Purchased
- ------------ ------------------- ---------------
<S> <C> <C>
[Names of Underwriters] . . . . . . . .
___________________ _______________
Total . . . . . . . . . . . . . . . . . ___________________ _______________
</TABLE>
I-3
<PAGE>
SCHEDULE II
TO
UNDERWRITING AGREEMENT
COMMON STOCK
NUMBER OF FIRM SECURITIES:
MAXIMUM NUMBER OF OPTIONAL SECURITIES:
PRICE TO PUBLIC:
UNDERWRITERS' DISCOUNT:
PURCHASE PRICE BY UNDERWRITERS:
TIME OF DELIVERY:
[Time and date], 19____
CLOSING LOCATION:
[Brobeck, Phleger & Harrison, 550 South Hope Street, Los Angeles,
California 90071.]
DELAYED DELIVERY:
[None] [Underwriters' commission shall be $_____ per share of
Securities for which Delayed Delivery Contracts have been entered into. Such
commission shall be payable to the order of __________________________.]
NAMES AND ADDRESSES OF REPRESENTATIVES:
DESIGNATED REPRESENTATIVES:
ADDRESS FOR NOTICES, ETC.:
[OTHER TERMS]
I-4
<PAGE>
SCHEDULE III
TO
UNDERWRITING AGREEMENT
WARRANTS
DESCRIPTION OF WARRANTS
NUMBER OF FIRM WARRANTS:
NUMBER OF OPTIONAL WARRANTS:
EACH WARRANT [IS] [WILL BE] EXERCISABLE FOR _____ SHARES OF COMMON STOCK.
EXERCISE PERIOD:
EXERCISE PRICE:
DETACHABILITY:
LISTING:
TITLE OF WARRANT AGREEMENT:
WARRANT AGENT:
PRICE TO PUBLIC:
UNDERWRITERS DISCOUNT:
PURCHASE PRICE BY UNDERWRITERS:
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York] Clearing House funds [or immediately available federal
funds if agreed to by the Representatives.]
FORM OF PAYMENT:
TIME OF DELIVERY:
[Time and date], 19__
CLOSING LOCATION:
[Brobeck, Phleger & Harrison, 550 South Hope Street, Los Angeles,
California 90071.]
DELAYED DELIVERY:
[None] [Underwriters' commission shall be of the purchase price of the
Warrants for which Delayed Delivery Contracts have been entered into. Such
commission shall be payable to the order of_________________________________.]
I-5
<PAGE>
NAMES AND ADDRESSES OF REPRESENTATIVES:
DESIGNATED REPRESENTATIVES:
ADDRESS FOR NOTICES, ETC.:
[OTHER TERMS]:
I-6
<PAGE>
ANNEX II
TO
STANDARD UNDERWRITING PROVISIONS
FORM OF COMFORT LETTER
Pursuant to Section 7(d) of the Underwriting Agreement, the
independent accountants shall furnish letters to the Representatives with
respect to Unocal to the effect that:
(i) They are independent certified public accountants with
respect to Unocal within the meaning of the Act and the applicable published
rules and regulations thereunder;
(ii) In their opinion, the consolidated financial statements and
any supplementary financial information and schedules audited by them and
included or incorporated by reference in the Registration Statement or the
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the related
published rules and regulations thereunder;
(iii) In their opinion, the unaudited selected financial
information with respect to the consolidated results of operations and financial
position of Unocal for the five most recent fiscal years included or
incorporated by reference in the Prospectus or in Item 6 of Unocal's Annual
Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for the five such fiscal years which were
included or incorporated by reference in Unocal's Annual Reports on Form 10-K
for such fiscal years;
(iv) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards, consisting
of a reading of the unaudited financial statements and other information
referred to below, a reading of the latest available interim consolidated
financial statements of Unocal as consolidated with its subsidiaries, inspection
of the minute books of Unocal and its significant subsidiaries since the date of
the latest audited financial statements included or incorporated by reference in
the Prospectus, inquiries of officials of Unocal and its significant
subsidiaries responsible for financial and accounting matters and such other
inquiries and procedures as may be specified in such letter, nothing came to
their attention that caused them to believe that:
(A) the unaudited condensed consolidated earnings
statement, consolidated balance sheet and consolidated cash
flows statement included or incorporated by reference in
Unocal's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting
requirements of the Exchange Act as it applies to Form 10-Q
and the related published rules and regulations thereunder
or that any material modification should be made to them in
order for them to be in conformity with generally accepted
accounting principles;
(B) any unaudited pro forma condensed consolidated
financial statements included or incorporated by reference
in the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or
the pro forma adjustments have not been properly applied to
the historical amounts in the compilation of those
statements, except as disclosed and with which they concur;
II-1
<PAGE>
(C) as of a specified date not more than five days
prior to the Time of Delivery, there have been any changes
in the outstanding capital stock (other than issuances of
capital stock upon exercise of options and stock
appreciation rights, upon earn-outs of performance shares,
and upon conversions of convertible securities, in each case
which were outstanding on the date of the latest balance
sheet included or incorporated by reference in the
Prospectus, and upon grants or cancellations of restricted
stock and issuances of capital stock pursuant to the Profit
Sharing Plan and the Dividend Reinvestment and Common Stock
Purchase Plan) or any increase in the consolidated long-term
debt of Unocal and its subsidiaries (other than normal
fluctuations in the outstanding amount of commercial paper
classified as long-term in accordance with generally
accepted accounting principles), or any increase in short-
term notes payable in excess of 100%, or any decreases in
consolidated net current assets or net assets or other items
specified by the Representatives, or any increases in any
items specified by the Representatives, in each case as
compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus,
except in each case for changes, increases or decreases
which the Prospectus discloses have occurred or may occur or
which are described in such letter; and
(D) for the period from the date of the latest
financial statements included or incorporated by reference
in the Prospectus to the specified date referred to in
Clause (C) there were any decreases in consolidated total
revenues, net earnings or net earnings per share or, if for
a fiscal quarter, the ratio of earnings to fixed charges or
other items specified by the Representatives, or any
increases in any items specified by the Representatives, in
each case as compared with the comparable period of the
preceding year and with any other period of corresponding
length specified by the Representatives, except in each case
for increases or decreases which the Prospectus discloses
have occurred or may occur or which are described in such
letter; and
(v) In addition to the examination referred to in their
report(s) included or incorporated by reference in the Prospectus and the
limited procedures, inspection of minute books, inquiries and other procedures
referred to in paragraph (iv) above, they have carried out certain specified
procedures, not constituting an examination in accordance with generally
accepted auditing standards, with respect to certain amounts, percentages and
financial information specified by the Representatives which are derived from
the general accounting records of Unocal and its subsidiaries, which appear in
the Prospectus (including specified documents incorporated by reference), or in
Part II of, or in exhibits and schedules to, the Registration Statement
specified by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of, or, if
approved by the Underwriters, schedules prepared by, Unocal and its subsidiaries
and have found them to be in agreement.
II-2
<PAGE>
ANNEX III
TO
STANDARD UNDERWRITING PROVISIONS
DELAYED DELIVERY CONTRACT
UNOCAL CORPORATION
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
_________________________________
______, 199__
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Unocal Corporation, a
Delaware corporation ("Unocal"), and Unocal agrees to sell to the undersigned,
[warrants to purchase] ------------------- [shares]
of Unocal's Common Stock (the "Securities"), offered by Unocal's Prospectus
dated _________, 1994 as amended or supplemented, receipt of a copy of which is
hereby acknowledged, at a purchase price of $_______ per share, and on the
further terms and conditions set forth in this contract.
[The undersigned will purchase the Securities from Unocal on
__________________, 199__ (the "Delivery Date").]
[The undersigned will purchase the Securities from Unocal on the
delivery date or dates and in the amounts set forth below:
DELIVERY DATE NUMBER OF SHARES
_________________ _________________
_________________ _________________
Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date".]
Payment for the Securities which the undersigned has agreed to
purchase on [the][each] Delivery Date shall be made to Unocal or its order by
either certified or official bank check in _____________________________
III-1
<PAGE>
___Clearing House funds at the office of_____________________________,
__________________, _________________ or by wire transfer of immediately
available funds, at the option of the undersigned, to a bank account specified
by Unocal, on [the][such] Delivery Date upon delivery to the undersigned of the
Securities then to be purchased by the undersigned in definitive fully
registered form and in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed to
Unocal not less than five full business days prior to [the][such] Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
Securities on [the][each] Delivery Date shall be subject to the condition that
the purchase of Securities to be made by the undersigned shall not on
[the][such] Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject. The obligation of the undersigned to take
delivery of and make payment for Securities shall not be affected by the failure
of any purchaser to take delivery of and payment for Securities pursuant to
other contracts similar to this contract.
[The undersigned understands that Underwriters (the "Underwriters") are
also purchasing Securities from Unocal, but that the obligations of the
undersigned hereunder are not contingent on such purchases.] Promptly after
completion of the sale to the Underwriters Unocal will mail or deliver to the
undersigned at its address set forth below notice to such effect, accompanied by
a copy of the Opinion of Counsel for Unocal delivered to the Underwriters in
connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Securities
hereby agreed to be purchased by it under the laws of the jurisdiction to which
the undersigned is subject.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. This
contract shall be governed by and construed in accordance with the laws of the
State of New York.
It is understood that the acceptance by Unocal of any Delayed Delivery
Contract (including this contract) is in Unocal's sole discretion and that,
without limiting the foregoing, acceptances of such contracts need not be on a
first-come, first-served basis. If this contract is acceptable to Unocal, it is
requested that
III-2
<PAGE>
Unocal sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding contract between Unocal and the undersigned when such
counterpart is so mailed or delivered by Unocal.
Yours very truly,
--------------------------------------------
By:
-----------------------------------------
(Signature)
-----------------------------------------
(Name and Title)
-----------------------------------------
(Address)
Accepted:______________________, 199___
Unocal Corporation
By:
------------------------------------
Name:
Title:
III-3
<PAGE>
EXHIBIT 1.4
UNION OIL COMPANY OF CALIFORNIA
MEDIUM-TERM NOTES, SERIES C
PAYMENT OF PRINCIPAL, INTEREST AND PREMIUM, IF ANY,
GUARANTEED BY
UNOCAL CORPORATION
FORM OF AGENCY AGREEMENT
_______________, 1994
CS First Boston Corporation
Park Avenue Plaza
New York, New York 10055
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
UBS Securities Inc.
299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
1. INTRODUCTION. Union Oil Company of California, a California
corporation (the "Issuer"), and Unocal Corporation, a Delaware corporation (the
"Guarantor"), each confirms its agreement with each of you (individually, an
"Agent" and collectively, the "Agents") with respect to the issue and sale from
time to time by the Issuer of its Medium-Term Notes, Series C, registered under
the registration statements referred to in Section 2(a) hereof (any such medium-
term notes, other than any to be sold pursuant to any agreement that may be
entered into between the Issuer, the Guarantor and any of the Agents for them to
act as a placement agent (a "placement agency agreement"), are hereinafter
referred to as the "Debt Securities"), guaranteed (any such guarantees being
hereinafter referred to as the "Guarantees") as to payment of principal,
interest and premium, if any, by the Guarantor (the Debt Securities and the
Guarantees related thereto being hereinafter collectively referred to as the
"Securities"). The Securities may be sold pursuant to Section 3 of this
Agreement in an aggregate amount not to exceed the amount of Registered
Securities (as defined in Section 2(a) hereof), reduced by the aggregate amount
of any other Registered Securities sold otherwise than pursuant to Section 3 of
this Agreement. The Securities will be issued under an indenture, dated as of
_______, 1994 (the "Indenture"), among the Issuer, the Guarantor and Chemical
Trust Company of California, as trustee (the "Trustee"), which incorporates the
Standard Multiple-Series Indenture Provisions, January 1991, of the Issuer and
the Guarantor dated as of January 2, 1991.
The Securities shall have the prices, maturity ranges, interest rates,
redemption provisions and other terms set forth in the Prospectus referred to in
Section 2(a) hereof, as it may be supplemented from time
1.
<PAGE>
to time. The Securities will be issued, and the terms thereof established, from
time to time by the Issuer and the Guarantor in accordance with the Indenture
and the Procedures (as defined in Section 3(d) hereof).
2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE GUARANTOR.
The Issuer and the Guarantor, jointly and severally, represent and warrant to,
and agree with, each Agent as follows:
(a) The Issuer and the Guarantor have filed with the Securities
and Exchange Commission (the "Commission") two registration statements on
Form S-3 (Registration Nos. 33-38505; 33-38505-01 and 33-_____; 33-_____-01),
including a prospectus relating to debt securities of the Issuer and guarantees
of the Guarantor together with equity securities of the Guarantor (the
"Registered Securities"), which registration statements have become effective.
The Issuer and the Guarantor have filed with the Commission Post-effective
Amendment No. 1 to Registration Statement Nos. 33-38505; 33-38505-01 and such
amendment has become effective. Each such registration statement, including the
exhibits thereto (other than the Form T-1), as amended as of the Closing Date
(as defined in Section 3(e) hereof), is hereinafter referred to as a
"Registration Statement." References herein to the "applicable Registration
Statement" shall be deemed to refer to both Registration Statements so long as
Registered Securities remain issuable under Registration Statement Nos.
33-38505; 33-38505-01 and only to Registration Statement Nos. 33-_____;
33-_____-01 thereafter. The prospectus included in each Registration Statement,
as amended or supplemented as of the Closing Date (other than by a supplement
relating solely to the offering of Registered Securities other than the
Securities), including all material incorporated by reference therein, is
hereinafter referred to as the "Prospectus." Any reference in this Agreement to
amending or supplementing the Prospectus shall be deemed to include the filing
of materials incorporated by reference in the Prospectus after the Closing Date
and any reference in this Agreement to any amendment or supplement to the
Prospectus shall be deemed to include any such materials incorporated by
reference in the Prospectus after the Closing Date.
(b) On the effective date of Post-effective Amendment No. 1 to
Registration Statement Nos. 33-38505; 33-38505-01 relating to the Registered
Securities and on the effective date of Registration Statement Nos. 33-_____;
33-_____-01 relating to the Registered Securities, each such Registration
Statement conformed in all material respects to the requirements of the
Securities Act of 1933, as amended (the "Act"), the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), and the rules and regulations of the
Commission pursuant to the Act (the "Rules and Regulations") and did not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and on the Closing Date, each Registration Statement and the
Prospectus, and at each of the times of acceptance and of delivery referred to
in Section 6(a) hereof and at each of the times of amendment or supplementing
referred to in Section 6(b) hereof (the Closing Date and each such time being
herein sometimes referred to as a "Representation Date"), each Registration
Statement and the Prospectus, as then amended or supplemented, will conform in
all material respects to the requirements of the Act, the Trust Indenture Act
and the Rules and Regulations, and none of such documents will include any
untrue statement of a material fact or will omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, except that the foregoing does not apply to statements in or
omissions from any of such documents based upon written information furnished to
the Issuer or the Guarantor by any Agent specifically for use therein.
3. APPOINTMENT AS AGENT; AGREEMENT OF AGENT; SOLICITATIONS AS AGENT.
(a) Subject to the terms and conditions stated herein, the
Issuer and the Guarantor each hereby appoints each of the Agents as an agent of
the Issuer and the Guarantor for the purpose of soliciting or receiving offers
to purchase the Securities from the Issuer and the Guarantor by others. So long
as this Agreement shall remain in effect with respect to any Agent, neither the
Issuer nor the Guarantor shall, without the consent of each such Agent, solicit
or accept offers to purchase Securities otherwise than through one of the Agents
(except as contemplated by Section 11 hereof); PROVIDED, HOWEVER, that, subject
to all of the terms and
2.
<PAGE>
conditions of this Agreement and any agreement contemplated by Section 11
hereof, the foregoing shall not be construed to prevent the Issuer or the
Guarantor from selling at any time any Registered Securities pursuant to any
placement agency agreement or in a firm commitment underwriting pursuant to an
underwriting agreement that does not provide for a continuous offering of such
Registered Securities; PROVIDED, FURTHER, that the Issuer and the Guarantor may
from time to time accept unsolicited offers to purchase Securities from the
Issuer and the Guarantor or to sell Securities as an agent of the Issuer and the
Guarantor if (i) the Securities are purchased or sold in accordance with the
terms of separate purchase or agency agreements to be entered into between each
such unsolicited offeror and the Issuer and the Guarantor, each of which
agreements will be for a single transaction and contain business terms
substantially similar to those contained in this Agreement (including the same
discount or commission payment to an agent as is contained in Exhibit A attached
hereto, unless in connection with a purchase as principal pursuant to Section 11
a lower discount or commission is agreed to by such agent, the Issuer and the
Guarantor), and (ii) there is delivered in connection therewith a pricing
supplement to the Prospectus (a "Pricing Supplement") stating that the Agents
are not participating in, and are in no way responsible for, any aspect of such
unsolicited transaction, and (iii) the Issuer gives notice to the Agents of its
acceptance of such an unsolicited offer to purchase Securities or sell
Securities as an agent pursuant to this paragraph.
(b) On the basis of the representations and warranties contained
herein, but subject to the terms and conditions herein set forth, each Agent
agrees, as agent of the Issuer and the Guarantor, to use reasonable efforts when
requested by the Issuer to solicit offers to purchase the Securities upon the
terms and conditions set forth in the Prospectus, as from time to time amended
or supplemented.
Upon receipt of notice from the Issuer as contemplated by Section
4(b) hereof, each Agent shall suspend its solicitation of offers to purchase
Securities until such time as the Issuer shall have furnished it with an
amendment or supplement to each Registration Statement or the Prospectus, as the
case may be, contemplated by Section 4(b) and shall have advised each such Agent
that such solicitation may be resumed.
The Issuer reserves the right, in its sole discretion, to suspend
solicitation of offers to purchase the Securities commencing at any time for any
period of time or permanently. If the Issuer has notified each Agent to suspend
solicitation of offers to purchase Securities for any reason, then such Agent
will use its best efforts to suspend such solicitation as soon as practicable
after receiving notice from the Issuer thereof, but in any event, within one
business day after receiving such notice. Any suspension in solicitation
described above shall continue until such time as the Issuer has advised the
Agents that such solicitation may be resumed. For the purpose of the second
preceding sentence, "business day" shall mean any day which is not a Saturday or
Sunday and which in New York City is not a day on which banking institutions are
generally authorized or obligated by law to close.
The Agents are authorized to solicit offers to purchase
Securities in book-entry or fully registered form and only in minimum aggregate
denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Unless otherwise agreed to by the Issuer and an Agent and specified in a
supplement to the Prospectus, Securities (i) shall be purchased at a purchase
price equal to 100% of the principal amount thereof, and (ii) if purchased by an
Agent as principal, pursuant to a Purchase Agreement or otherwise, as
contemplated by Section 11 hereof, may be resold at varying prices from time to
time or, if set forth in the applicable Purchase Agreement, at a fixed public
offering price. In connection with any resale of Securities purchased as
principal, an Agent may use a selling or dealer group and may reallow to any
broker or dealer any portion of the discount or commission payable with respect
thereto. Each Agent shall communicate to the Issuer, orally or in writing, each
reasonable offer to purchase Securities received by it as agent. The Issuer
shall have the sole right to accept offers for itself and the Guarantor to
purchase the Securities and may reject any such offer, in whole or in part.
Each Agent shall have the right, in its discretion reasonably exercised, without
notice to the Issuer or
3.
<PAGE>
the Guarantor, to reject any offer to purchase Securities received by it, in
whole or in part, and any such rejection shall not be deemed a breach of its
agreement contained herein.
No Security which the Issuer has agreed to sell pursuant to this
Agreement shall be deemed to have been purchased and paid for, or sold by the
Issuer, until such Security shall have been delivered to the purchaser thereof
or to The Depository Trust Company for the account of the purchaser thereof
against payment by such purchaser.
(c) At the time of delivery of, and payment for, any Securities
sold by the Issuer as a result of a solicitation made by, or offer to purchase
received by, an Agent, the Issuer and the Guarantor agree to pay such Agent a
commission in accordance with the schedule set forth in Exhibit A hereto.
(d) Administrative procedures respecting the sale of Securities
(the "Procedures") shall be agreed upon from time to time by the Agents, the
Issuer and the Guarantor. The initial Procedures, which are set forth in
Exhibit B hereto, shall remain in effect until changed by agreement among the
Issuer, the Guarantor and the Agents. Each Agent, the Issuer and the Guarantor
agree to perform the respective duties and obligations specifically provided to
be performed by each of them herein and in the Procedures. The Issuer will
furnish to the Trustee and any authenticating agent a copy of the Procedures
which are from time to time in effect.
(e) The documents required to be delivered by Section 5 hereof
shall be delivered at the office of Brobeck, Phleger & Harrison, 550 South Hope
Street, Los Angeles, California not later than 10:00 A.M., Los Angeles time, on
the date of this Agreement or at such later time as may be mutually agreed to by
the Issuer, the Guarantor and the Agents, which in no event shall be later than
the time at which the Agents commence solicitation of offers to purchase
Securities hereunder, such time and date being herein called the "Closing Date."
4. CERTAIN AGREEMENTS OF THE ISSUER AND THE GUARANTOR. The Issuer
agrees with the Agents that has furnished or it will furnish to Brobeck, Phleger
& Harrison, counsel for the Agents, one signed copy of each Registration
Statement, including all exhibits, in the form in which it became effective and
of all amendments thereto and that, in connection with each offering of
Securities:
(a) The Issuer will advise each Agent promptly of any proposal
to amend or supplement any Registration Statement or the Prospectus (other than
by a Pricing Supplement relating to the Securities or an amendment or supplement
relating solely to the offering of Registered Securities other than the
Securities) and will afford the Agents a reasonable opportunity to comment on
any such proposed amendment or supplement, except that with respect to
amendments or supplements to any Registration Statement or the Prospectus by
incorporation by reference of any Proxy Statements, Quarterly Reports on Form
10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, the Issuer or
the Guarantor shall (i) to the extent practicable, notify each Agent either to
suspend solicitation of offers to purchase Securities pursuant to Section 3(b)
above or of the filing of such a report or proxy statement with the Commission
at least one business day (as defined in Section 3(b) above) prior to filing
such a report or proxy statement with the Commission; and (ii) deliver a copy of
each such report or proxy statement (together with exhibits thereto) to each
Agent on the same business day that such report or proxy statement is filed with
the Commission; and the Issuer will also advise each Agent of the filing of any
amendment or supplement (other than a Pricing Supplement relating to the
Securities or an amendment or supplement relating solely to the offering of
Registered Securities other than the Securities) and of the institution by the
Commission of any stop order proceedings in respect of any Registration
Statement or of any part thereof and will use its best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible its lifting,
if issued. If the Issuer notifies any Agent of the impending filing of any
amendment or supplement to the Registration Statement or the Prospectus by
incorporation by reference pursuant to this Section 4(a), then such Agent so
notified shall use such information, until such information has
4.
<PAGE>
been filed with the Commission, solely for the purpose of determining whether or
not to suspend solicitations of offers to purchase Securities pursuant to this
Agreement. If the Issuer is not accepting offers to purchase the Securities and
does not anticipate accepting offers to purchase the Securities prior to the
filing of the Issuer's or the Guarantor's next succeeding Quarterly Report on
Form 10-Q or next Annual Report on Form 10-K, as the case may be, then no such
advice or notification shall be required until the Issuer determines to solicit
offers to purchase the Securities.
(b) If, at any time when a prospectus relating to the Securities
is required to be delivered under the Act, any event occurs as a result of which
the Prospectus, as then amended or supplemented, would include an 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 when such Prospectus is delivered, not misleading, or if it is
necessary at any time to amend the Prospectus to comply with the Act, the Issuer
will promptly notify each Agent to suspend solicitation of offers to purchase
Securities; and if the Issuer shall decide to amend or supplement the applicable
Registration Statement or the Prospectus, it will promptly advise each Agent by
telephone (with confirmation in writing) and will promptly prepare and file with
the Commission an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. Notwithstanding the
foregoing, if, at the time of any notification to suspend solicitations, any
Agent shall own any of the Securities with the intention of reselling them, or
the Issuer has accepted an offer to purchase Securities but the related
settlement has not occurred, the Issuer and the Guarantor, subject to the
provisions of subsection (a) of this Section, will promptly prepare and file
with the Commission an amendment or supplement that will correct such statement
or omission or an amendment that will effect such compliance.
(c) The Issuer and the Guarantor, during the period when a
prospectus relating to the Securities is required to be delivered under the Act,
will file promptly all documents required to be filed by it with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"). In addition, during the period described in the
immediately preceding sentence, on the date on which the Guarantor makes any
announcement to the general public concerning earnings or concerning any other
event which is required to be described, or which the Issuer or the Guarantor
proposes to describe, in a document filed pursuant to the Exchange Act, the
Issuer or the Guarantor will furnish the information contained in such
announcement to each Agent, confirmed in writing and, subject to the provisions
of subsections (a) and (b) of this Section, will cause the Prospectus to be
amended or supplemented to reflect the information contained in such
announcement. The Issuer or the Guarantor also will furnish each Agent with
copies of all other material press releases or announcements to the general
public as soon as practicable after such press releases or announcements are
made to the public. The Issuer or the Guarantor will promptly notify each Agent
of any downgrading in the rating of the Securities or any other debt securities
of the Issuer or the Guarantor, or any proposal to downgrade the rating of the
Securities or any other debt securities of the Issuer or the Guarantor, by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Act), as soon as the Issuer and the Guarantor learn of
such downgrading or proposal to downgrade.
(d) As soon as practicable after the date of each acceptance by
the Issuer of an offer to purchase Securities hereunder, but in any event not
later than (A) the 45th day after the end of the fourth fiscal quarter following
the fiscal quarter that includes the date of such acceptance or (B) if such
fourth fiscal quarter is the last quarter of the Issuer's or the Guarantor's
fiscal year, the 90th day after the end of such fourth fiscal quarter, the
Guarantor will make generally available to its security holders a consolidated
earnings statement of the Guarantor and its subsidiaries covering a period of at
least the 12 prior months which will satisfy the provisions of Section 11(a) of
the Act and the Rules and Regulations thereunder (including, at the option of
the Guarantor, Rule 158).
(e) The Issuer will furnish to each Agent copies of each
Registration Statement, including all exhibits, the Prospectus and all
amendments and supplements to such documents (other than Pricing
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Supplements relating to Securities not sold or purchased by any such Agent and
amendments or supplements relating solely to the offering of Registered
Securities other than the Securities), in each case as soon as available and in
such quantities as are reasonably requested.
(f) The Issuer will arrange for the qualification of the
Securities for sale and the determination of their eligibility for investment
under the laws of such jurisdictions as the Agents designate and will continue
such qualifications in effect so long as required for the distribution.
(g) So long as any Securities are outstanding, the Guarantor
will furnish to the Agents, (i) as soon as practicable after the end of each
fiscal year, a copy of the Guarantor's annual report to stockholders for such
year, (ii) as soon as available, a copy of each report or definitive proxy
statement of the Guarantor filed with the Commission under the Exchange Act or
mailed to stockholders, and (iii) from time to time, such other information
concerning the Issuer and the Guarantor as the Agents may reasonably request.
(h) The Issuer and the Guarantor, jointly and severally,
covenant and agree with the Agents to pay all expenses incident to the
performance of their respective obligations under this Agreement and to
reimburse each Agent for any expenses (including fees and disbursements of
counsel) incurred by it in connection with qualification of the Securities for
sale and determination of their eligibility for investment under the laws of
such jurisdictions as such Agent may designate and the printing of memoranda
relating thereto, for any fees charged by investment rating agencies for the
rating of the Securities, for expenses incurred in distributing the Prospectus
and all supplements thereto, any preliminary prospectuses and any preliminary
prospectus supplements to each Agent and for the reasonable fees and
disbursements of counsel to the Agents.
5. CONDITIONS OF OBLIGATIONS. The obligation of each Agent, as
agent of the Issuer and the Guarantor, under this Agreement at any time to use
its reasonable efforts to solicit offers to purchase the Securities is subject
to the accuracy, on the date hereof, on each Representation Date and on the date
of each such solicitation, of the representations and warranties of the Issuer
and the Guarantor herein, to the accuracy, on each such date, of the statements
of the Issuer's and the Guarantor's officers made pursuant to the provisions
hereof, to the performance, on or prior to each such date, by the Issuer and the
Guarantor of their obligations hereunder, and to each of the following
additional conditions precedent:
(a) No stop order suspending the effectiveness of any
Registration Statement or of any part thereof shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Issuer, the Guarantor or any Agent, shall be contemplated by the Commission.
(b) None of the Registration Statements nor the Prospectus, as
amended or supplemented, as of any Representation Date or date of such
solicitation, as the case may be, shall contain any untrue statement of fact
which, in the reasonable opinion of any Agent, is material or omits to state a
fact which, in the reasonable opinion of any Agent, is material and is required
to be stated therein or is necessary to make the statements therein not
misleading.
(c) There shall not have occurred (i) any change, or any
development involving a prospective change, in or affecting particularly the
business or properties of the Issuer, the Guarantor or any of their respective
subsidiaries, other than as set forth or contemplated in the Prospectus, as
amended or supplemented, which, in the reasonable judgment of such Agent,
materially impairs the investment quality of the Securities; (ii) any
downgrading in the rating of the Issuer's or the Guarantor's debt securities by
any "nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act); (iii) any suspension or limitation of
trading in securities generally on the New York Stock Exchange, or any setting
of minimum prices for trading on such exchange, or any suspension of trading of
any securities of the Issuer or the Guarantor on any exchange or in the over-
the-counter market; (iv) any banking moratorium declared by Federal or New York
authorities; or (v) any outbreak or escalation of major hostilities in which the
United States is
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involved, any declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the judgment of such Agent, the
effect of any such outbreak, escalation, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with solicitations of offers to
purchase, or sales of, Securities.
(d) At the Closing Date, the Agents shall have received an
opinion, dated the Closing Date, of the General Counsel of the Issuer and the
Guarantor or his designee, subject to the approval by the Agents of such
designee, to the effect that:
(i) Each of the Issuer and Guarantor has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the Prospectus; and each of the Issuer and the Guarantor is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which it respectively owns or leases substantial properties or
in which the conduct of its respective business requires such qualification,
except in those jurisdictions in which the failure to so qualify would not have
a material adverse effect on the business or operations of the Issuer or the
Guarantor;
(ii) All of the issued shares of capital stock of the Issuer
and the Guarantor have been duly and validly authorized and issued and are fully
paid and nonassessable (except such counsel may take exception for a DE MINIMIS
number of shares), and the Guarantor is the registered and beneficial owner of
all of the outstanding shares of capital stock of the Issuer;
(iii) To the best of such counsel's knowledge and other than
as set forth or contemplated in the Prospectus, there is no legal or
governmental proceeding pending to which the Issuer, the Guarantor or any of
their respective subsidiaries is a party or of which any property of the Issuer,
the Guarantor or any of their respective subsidiaries is the subject, which is
likely (to the extent not covered by insurance) to have a material adverse
effect on the consolidated financial position of the Issuer and its subsidiaries
or of the Guarantor and its subsidiaries; and, to the best of such counsel's
knowledge and other than as set forth or contemplated in the Prospectus, no such
proceeding is threatened or contemplated by governmental authorities or
threatened by others;
(iv) This Agreement has been duly authorized, executed and
delivered by the Issuer and the Guarantor;
(v) The Securities have been duly authorized, and when the
terms of any Securities of any such series have been established in accordance
with the Indenture and such Securities have been executed, authenticated, issued
and delivered against payment therefor in accordance with the Indenture and this
Agreement, such Securities will constitute valid and legally binding obligations
of the Issuer and the Guarantor, enforceable against the Issuer and the
Guarantor in accordance with their terms, subject, as to enforcement, to
(a) bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights, (b) general equity
principles, (c) requirements that a claim with respect to any Securities
denominated in other than United States dollars (or a judgment denominated in
other than United States dollars in respect of such a claim) be converted into
United States dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law, and (d) governmental authority to limit, delay or
prohibit the making of payments outside the United States or in a foreign
currency, composite currency or currency unit; except that such counsel may
decline to express an opinion on the validity and legally binding nature of the
obligations of the Issuer and Guarantor with respect to any Securities that may
be indexed or linked to any foreign currency, composite currency, currency unit,
commodity price, financial or non-financial index or other factors; the
Securities and the Indenture conform in all material respects to the
descriptions thereof in the Prospectus; the forms and the terms of such
Securities endorsed thereon have been established by or pursuant
7.
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to Board Resolutions in each case of the Issuer or the Guarantor, as
appropriate, in conformity with the provisions of the Indenture;
(vi) The Indenture has been duly authorized, executed and
delivered by the Issuer and the Guarantor and (assuming the due authorization,
execution and delivery thereof by the Trustee) constitutes a valid and legally
binding instrument of the Issuer and the Guarantor, enforceable against the
Issuer and the Guarantor in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles; and the Indenture has been duly qualified under the Trust Indenture
Act;
(vii) The execution, delivery and performance of the
Indenture and this Agreement, the issuance and sale of the Securities,
compliance with the terms and provisions of the foregoing and the consummation
of the transactions herein and therein contemplated will not conflict with or
result in a breach of any of the terms or provision of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument known to such counsel to which the Issuer or the Guarantor is a
party or by which the Issuer or the Guarantor is bound or to which any of the
property or assets of the Issuer or the Guarantor is subject, nor will such
action result in any violation of the provisions of the Guarantor's Certificate
of Incorporation, as amended, or the Issuer's Restated Articles of
Incorporation, as amended, or the bylaws of the Issuer or the Guarantor or any
statute or any order, rule or regulation known to such counsel of any court or
governmental agency or body having jurisdiction over the Issuer or the Guarantor
or any of their respective properties, except that such counsel may state that
the opinion set forth in the preceding clause is limited to those statutes,
orders, rules or regulations currently in effect which, in such counsel's
experience, are normally applicable to transactions of the type contemplated by
this Agreement and that such counsel expresses no opinion as to the securities
or Blue Sky laws of the various jurisdictions in which the Securities are to be
offered; the Issuer and the Guarantor each has full power and authority to
authorize, issue and sell the Securities as contemplated by this Agreement;
(viii) No consent, approval, authorization, order,
registration or qualification of or filing with any United States court or
governmental agency or body having jurisdiction over the Issuer, the Guarantor,
any of their respective subsidiaries or any of their respective properties is
required for the issue and sale of the Securities by the Issuer and the
Guarantor or the consummation by the Issuer or the Guarantor of the other
transactions contemplated by this Agreement or the Indenture, except such as
have been obtained and made under the Act and the Trust Indenture Act and such
consents, approvals, authorizations registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the issuance
and distribution of the Securities under this Agreement;
(ix) The documents incorporated by reference in the
Prospectus (other than the financial statements, the related schedules and
financial exhibits and other financial and statistical information included
therein, as to which such counsel need express no opinion), when they became
effective or were filed with the Commission, as the case may be, complied as to
form in all material respects with the requirements of the Act, the Rules and
Regulations, the Exchange Act and the rules and regulations thereunder, as
applicable; and such counsel has no reason to believe that any of such
documents, when they became effective or were so filed, as the case may be, in
the case of a registration statement which became effective under the Act,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and, in the case of other documents which were filed under the
Act or the Exchange Act with the Commission, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made
when such documents were so filed, not misleading; and
(x) Each Registration Statement has become effective under
the Act, and, to the best of the knowledge of such counsel, no stop order
suspending the effectiveness of any Registration
8.
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Statement or of any part thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Act; each
Registration Statement, as of its effective date, each Registration Statement
and the Prospectus, as of the Closing Date, and any amendment or supplement
thereto, as of its date (other than the financial statements, related schedules
and financial exhibits and other financial and statistical information included
therein, as to which such counsel need express no opinion), complied as to form
in all material respects with the requirements of the Act, the Trust Indenture
Act and the Rules and Regulations; such counsel has no reason to believe that
any such registration statement, as of its effective date, any Registration
Statement or the Prospectus, as of the Closing Date, or any such amendment or
supplement, as of its 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 not misleading; the descriptions in each
Registration Statement and the Prospectus of statutes, legal and governmental
proceedings and contracts and other documents are accurate and fairly present
the information required to be shown; provided, such counsel need express no
opinion with respect to any statement contained in or omitted from any
Registration Statement or the Prospectus in reliance upon or in conformity with
written information furnished to the Issuer or the Guarantor by any Agent,
expressly for use in any Registration Statement or Prospectus; and
(xi) Such counsel does not know of any contracts or other
documents of a character required to be filed as an exhibit to any Registration
Statement or required to be incorporated by reference into the Prospectus or
required to be described in any Registration Statement or the Prospectus which
are not filed or incorporated by reference or described as required; and
(xii) Confirming the accuracy of the statements set forth in
the Prospectus, as amended or supplemented, under the caption "United States Tax
Considerations" as of such Closing Date.
(e) At the Closing Date, the Agents shall have received a
certificate, dated the Closing Date, of the Chief Financial Officer, the
Treasurer or any Assistant Treasurer and the Secretary or any Assistant
Secretary of the Issuer and the Guarantor, respectively, in which such officers,
to the best of their knowledge after reasonable investigation, shall state that
(i) the representations and warranties of the Issuer and the Guarantor in this
Agreement are true and correct, (ii) the Issuer and the Guarantor each has
complied with all agreements and satisfied all conditions on its respective part
to be performed or satisfied hereunder at or prior to the Closing Date, (iii) no
stop order suspending the effectiveness of any Registration Statement or of any
part thereof has been issued and no proceedings for that purpose have been
instituted or are contemplated by the Commission, (iv) subsequent to the date of
the most recent financial statements incorporated by reference in the Prospectus
there has been no material adverse change in the financial position or results
of operations of the Issuer, the Guarantor and their respective subsidiaries,
except as set forth in or contemplated by the Prospectus or as described in such
certificate; and (v) the documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the case may
be, complied as to form in all material respects with the requirements of the
Act, the Rules and Regulations, the Exchange Act and the rules and regulations
thereunder, as applicable; and such officers have no reason to believe that any
of such documents, when they became effective or were so filed, as the case may
be, in the case of a registration statement which became effective under the
Act, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and, in the case of other documents which were filed
under the Act or the Exchange Act with the Commission, contained an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such documents were so filed, not misleading.
(f) At the Closing Date, the Agents shall have received letters,
dated the Closing Date, of Coopers & Lybrand or any successor, stating in effect
that:
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(i) They are independent certified public accountants with
respect to the Issuer and the Guarantor within the meaning of the Act and the
applicable published Rules and Regulations thereunder;
(ii) In their opinion, the consolidated financial statements
and any supplementary financial information and schedules audited by them and
included or incorporated by reference in the Registration Statement or the
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act, the related Rules and Regulations
thereunder, the Exchange Act and the related rules and regulations thereunder,
as applicable;
(iii) In their opinion, the unaudited selected financial
information with respect to the consolidated results of operations and financial
position of the Guarantor for the five most recent fiscal years included or
incorporated by reference in the Prospectus or in Item 6 of the Guarantor's
Annual Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for the five such fiscal years which were
included or incorporated by reference in the Guarantor's Annual Reports on Form
10-K for such fiscal years;
(iv) If applicable, in their opinion, the unaudited selected
financial information with respect to the consolidated results of operations and
financial position of the Issuer for the five most recent fiscal years included
or incorporated by reference in the Prospectus or in Item 6 of the Issuer's
Annual Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for the five such fiscal years which were
included or incorporated by reference in the Issuer's Annual Reports on Form 10-
K for such fiscal years;
(v) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards, consisting
of a reading of the unaudited financial statements and other information
referred to below, a reading of the latest available interim consolidated
financial statements of the Issuer and the Guarantor as consolidated with their
respective subsidiaries, inspection of the minute books of the Issuer, the
Guarantor and their respective significant subsidiaries since the date of the
latest audited financial statements included or incorporated by reference in the
Prospectus, inquiries of officials of the Issuer, the Guarantor and their
respective significant subsidiaries responsible for financial and accounting
matters and such other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to believe that:
(A) the unaudited condensed consolidated earnings
statement, consolidated balance sheet and consolidated cash flows statement
included or incorporated by reference in the Guarantor's Quarterly Reports on
Form 10-Q incorporated by reference in the Prospectus do not comply as to form
in all material respects with the applicable accounting requirements of the
Exchange Act as it applies to Form 10-Q and the related published rules and
regulations thereunder or that any material modification should be made to them
in order for them to be in conformity with generally accepted accounting
principles;
(B) if applicable, the unaudited condensed
consolidated earnings statement, consolidated balance sheet and consolidated
cash flows statement included or incorporated by reference in the Issuer's
Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable accounting
requirements of the Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or that any material modification
should be made to them in order for them to be in conformity with generally
accepted accounting principles;
(C) any unaudited pro forma condensed consolidated
financial statements included or incorporated by reference in the Prospectus do
not comply as to form in all material
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respects with the applicable accounting requirements of the Act and the
published Rules and Regulations thereunder or the pro forma adjustments have not
been properly applied to the historical amounts in the compilation of those
statements, except as disclosed and with which they concur;
(D) as of a specified date not more than five days
prior to the Closing Date, there have been any changes in the outstanding
capital stock (other than, in the case of the Guarantor, issuances of capital
stock upon exercise of options and stock appreciation rights, upon earn-outs of
performance shares, and upon conversions of convertible securities, in each case
which were outstanding on the date of the latest balance sheet included or
incorporated by reference in the Prospectus, and upon grants or cancellations of
restricted stock and issuances of capital stock pursuant to the Profit Sharing
Plan, Dividend Reinvestment and Stock Purchase Plan) or any increase in the
consolidated long-term debt of the Issuer and the Guarantor and their respective
subsidiaries (other than normal fluctuations in the outstanding amount of
commercial paper classified as long-term in accordance with generally accepted
accounting principles), or any increase in short-term notes payable in excess of
100%, or any decreases in consolidated net current assets or net assets or other
items specified by the Agents, or any increases in any items specified by the
Agents, in each case as compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus, except in each case for
changes, increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(E) for the period from the date of the latest
financial statements included or incorporated by reference in the Prospectus to
the specified date referred to in Clause (D) there were any decreases in
consolidated total revenues, net earnings or, in the case of the Guarantor, net
earnings or net earnings per share or, if for a fiscal quarter, the ratio of
earnings to fixed charges or other items specified by the Agents, or any
increases in any items specified by the Agents, in each case as compared with
the comparable period of the preceding year and with any other period of
corresponding length specified by the Agents, except in each case for increases
or decreases which the Prospectus discloses have occurred or may occur or which
are described in such letter; and
(vi) In addition to the examination referred to in their
report(s) included or incorporated by reference in the Prospectus and the
limited procedures, inspection of minute books, inquiries and other procedures
referred to in paragraph (v) above, they have carried out certain specified
procedures, not constituting an examination in accordance with generally
accepted auditing standards, with respect to certain amounts, percentages and
financial information specified by the Agents which are derived from the general
accounting records of the Issuer, the Guarantor and their respective
subsidiaries, which appear in the Prospectus (including specified documents
incorporated by reference), or in Part II of, or in exhibits and schedules to,
the Registration Statement specified by the Agents, and have compared certain of
such amounts, percentages and financial information with the accounting records
of, or if approved by the Agents, schedules prepared by, the Issuer, the
Guarantor and their respective subsidiaries and have found them to be in
agreement.
All financial statements, schedules, financial exhibits and other
financial information included in material incorporated by reference into the
Prospectus shall be deemed included in the Prospectus for purposes of this
subsection.
(g) The Agents shall have received from Brobeck, Phleger &
Harrison, counsel for the Agents, such opinion or opinions, dated the Closing
Date, with respect to the incorporation of the Issuer and Guarantor, the
validity of the Securities, the applicable Registration Statement, the
Prospectus and other related matters as they may require, and the Issuer and the
Guarantor shall have furnished to such counsel such documents as they reasonably
request for the purpose of enabling them to pass upon such matters.
The Issuer and the Guarantor will furnish the Agents with such conformed copies
of such opinions, certificates, letters and documents as they reasonably
request.
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6. ADDITIONAL COVENANTS OF THE ISSUER AND THE GUARANTOR. The Issuer
and the Guarantor agree, jointly and severally, that:
(a) Each acceptance by the Issuer of an offer for the purchase
of Securities shall be deemed to be an affirmation that its and the Guarantor's
respective representations and warranties contained in this Agreement are true
and correct at the time of such acceptance and a covenant that such
representations and warranties will be true and correct at the settlement date
for the sale of the Securities relating to such acceptance, as though made at
and as of each such time, it being understood that such representations and
warranties shall relate to the applicable Registration Statement and the
Prospectus, as amended or supplemented, at each such time. Each such acceptance
by the Issuer of an offer for the purchase of Securities shall be deemed to
constitute an additional representation, warranty and agreement by the Issuer
and the Guarantor that, as of the settlement date for the sale of such
Securities, after giving effect to the issuance of such Securities, any other
Securities to be issued on or prior to such settlement date and any other
Registered Securities to be issued and sold by the Issuer and/or the Guarantor
on or prior to such settlement date, the aggregate amount of Registered
Securities (including any Securities) which have been issued and sold by the
Issuer and the Guarantor will not exceed the amount of Registered Securities
registered pursuant to the applicable Registration Statement.
(b) Each time that each Registration Statement or the Prospectus
shall be amended or supplemented, the Issuer and the Guarantor shall,
concurrently with such amendment or supplement, furnish the Agents with a
certificate, dated the date of delivery thereof, of the Chief Financial Officer,
the Treasurer or any Assistant Treasurer and the Secretary or any Assistant
Secretary of the Issuer and the Guarantor, respectively, in form satisfactory to
the Agents, to the effect that the statements contained in the certificate
covering the matters set forth in Section 5(e) hereof which was last furnished
to the Agents are true and correct at the time of such amendment or supplement,
as though made at and as of such time (except that such statements shall be
deemed to relate to the applicable Registration Statement and the Prospectus, as
amended or supplemented at such time, and except that the statements contained
in the certificate covering the matters set forth in clause (ii) of Section 5(e)
shall be deemed to relate to the time of delivery of such certificate) or, in
lieu of such certificate, a certificate of the same tenor as the certificate
referred to in Section 5(e), modified as necessary to relate to the applicable
Registration Statement and the Prospectus, as amended or supplemented at the
time of delivery of such certificate, and, in the case of the matters set forth
in clause (ii) of Section 5(e), to the time of delivery of such certificate;
PROVIDED, HOWEVER, that such requirement shall only apply to amendments or
supplements by Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K,
unless specifically requested in writing by any of the Agents. If the Issuer is
not accepting offers to purchase the Securities at the time of a Representation
Date and does not anticipate accepting offers to purchase the Securities prior
to the filing of either the Issuer's or the Guarantor's next succeeding
Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be,
then no such certificate covering such periods shall be required until the
Issuer determines to solicit offers to purchase the Securities. Once the Issuer
has made such determination, such a certificate must be delivered prior to the
settlement of the first purchase of any Securities after such withdrawal from
the market.
(c) The Issuer shall, as soon as practicable after each
Representation Date referred to in Section 6(b), furnish the Agents with a
written opinion or opinions, dated as of the date of such Representation Date,
of counsel for the Issuer and the Guarantor, in form satisfactory to the Agents,
to the effect set forth in Section 5(d) hereof, but modified, as necessary, to
relate to the applicable Registration Statement and the Prospectus, as amended
or supplemented at such Representation Date; PROVIDED, HOWEVER, that in lieu of
such opinion or opinions, counsel may furnish the Agents with a letter or
letters to the effect that the Agents may rely on a prior opinion delivered
under Section 5(d) or this Section 6(c) to the same extent as if it were dated
as of the date of such letter (except that statements in such prior opinion
shall be deemed to relate to the applicable Registration Statement and the
Prospectus, as amended or supplemented at such Representation Date); PROVIDED
further, that such opinion or opinions shall only be required for amendments or
supplements by Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K,
unless specifically
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requested in writing by any of the Agents. If the Issuer is not accepting
offers to purchase the Securities at the time of a Representation Date and does
not anticipate accepting offers to purchase the Securities prior to the filing
of either the Issuer's or the Guarantor's next succeeding Quarterly Report on
Form 10-Q or the Annual Report on Form 10-K, as the case may be, then no
opinions or letters covering such periods shall be required until the Issuer
determines to solicit offers to purchase the Securities. Once the Issuer has
made such determination, an opinion or letter must be delivered prior to the
settlement of the first purchase of any Securities after such withdrawal from
the market.
(d) The Issuer shall cause Coopers & Lybrand or its successor,
as soon as practicable, after each Representation Date referred to in Section
6(b) on which each Registration Statement or the Prospectus shall be amended or
supplemented to include additional financial information, to furnish the Agents
with a letter or letters, addressed to the Issuer and the Agents and to the
Guarantor and the Agents and, in each case, dated as of such Representation
Date, in form and substance satisfactory to the Agents, to the effect set forth
in Section 5(f) hereof but modified to relate to the applicable Registration
Statement and the Prospectus, as amended or supplemented, at such Representation
Date, with such changes as may be necessary to reflect changes in the financial
statements and other information derived from the accounting records of the
Issuer and the Guarantor; PROVIDED, HOWEVER, that, except as otherwise requested
by the Agents, such letters shall be required only for amendments or supplements
by Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K, unless
specifically requested in writing by any of the Agents; PROVIDED, FURTHER, that
if the applicable Registration Statement or the Prospectus is amended or
supplemented solely to include financial information as of and for a fiscal
quarter, Coopers & Lybrand or its successor may limit the scope of such letter
to the unaudited financial statements included in such amendment or supplement
unless there is contained therein any other accounting, financial or statistical
information that, in the reasonable judgment of the Agents, should be covered by
such letter, in which event such letter shall also cover such other information
and procedures as shall be agreed upon by the Agents. If the Issuer is not
accepting offers to purchase the Securities at the time of a Representation Date
and does not anticipate accepting offers to purchase the Securities prior to the
filing of either the Issuer's or the Guarantor's next succeeding Quarterly
Report on Form 10-Q or the next Annual Report on Form 10-K, as the case may be,
then no comfort letters covering such periods shall be required until the Issuer
determines to solicit offers to purchase the Securities. Once the Issuer has
made such determination, a comfort letter or letters shall be required prior to
the settlement of the first purchase of any Securities after such withdrawal
from the market and shall cover the periods from the later of the date of the
balance sheet covered by the last available comfort letter or the most recently
reported audited financial information in the Annual Report on Form 10-K up to
the date not more than five days prior to the date of such letter.
(e) On each settlement date for the sale of Securities, the
Issuer and the Guarantor shall, if in the reasonable judgment of the counsel for
the Agents a written opinion of counsel for the Issuer and the Guarantor is
necessary or advisable in connection with such settlement, furnish the Agent
selling or purchasing such Securities with a written opinion of counsel, dated
as of the date of delivery thereof, in form satisfactory to such Agent, to the
effect set forth in clauses (i), (v) and (vi) of Section 5(d) hereof, but
modified, as necessary, to relate to the Prospectus, as amended or supplemented
at such settlement date, and except that such opinion shall state that the
Securities being sold by the Issuer and the Guarantor on such settlement date,
when delivered against payment therefor as provided in the Indenture and this
Agreement (and assuming the due authentication, issuance and delivery of the
Indenture by the Trustee), will have been duly executed, authenticated, issued
and delivered and will constitute valid and legally binding obligations of the
Issuer and the Guarantor, enforceable against the Issuer and the Guarantor in
accordance with their terms, subject only to the exceptions as to enforcement
set forth in clause (v) of Section 5(d) hereof, and will conform to the
description thereof contained in the Prospectus, as amended or supplemented at
such settlement date.
(f) The Issuer and Guarantor, jointly and severally, agree that
any obligation of a person who has agreed to purchase Securities to make payment
for and take delivery of such Securities shall be subject to (i) the accuracy,
on the related settlement date fixed pursuant to the Procedures, of the Issuer's
13.
<PAGE>
and the Guarantor's representation and warranty deemed to be made to the Agents
pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the
satisfaction, on such settlement date, of each of the following conditions:
(i) No stop order suspending the effectiveness of any
Registration Statement or of any part thereof shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Issuer, the Guarantor or any Agent, shall be contemplated by the Commission;
(ii) None of the Registration Statements nor the Prospectus,
as amended or supplemented as of any Representation Date or such settlement
date, as the case may be, shall contain an untrue statement of material fact or
shall omit to state a material fact which is required to be stated therein or is
necessary to make the statements therein not misleading; and
(iii) There shall not have occurred (i) any change, or any
development involving a prospective change, in or affecting particularly the
business or properties of the Issuer, the Guarantor or any of their respective
subsidiaries which materially impairs the investment quality of the Securities;
(ii) any downgrading in the rating of the Issuer's or the Guarantor's debt
securities by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act); (iii) any suspension or
limitation of trading in securities generally on the New York Stock Exchange, or
any setting of minimum prices for trading on such exchange, or any suspension of
trading of any securities of the Issuer or the Guarantor on any exchange or in
the over-the-counter market; (iv) any banking moratorium declared by Federal or
New York authorities; or (v) any outbreak or escalation of major hostilities in
which the United States is involved, any declaration of war by Congress or any
other substantial national or international calamity or emergency if the effect
of any such outbreak, escalation, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with the sale and delivery of the
Securities on the terms and in the manner contemplated in the Prospectus, as
amended and supplemented.
7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Issuer and the Guarantor, jointly and severally, will
indemnify and hold harmless each Agent against any losses, claims, damages or
liabilities, joint or several, to which such Agent may become subject, under the
Act 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 any Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus or preliminary prospectus supplement, or 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
will reimburse each Agent for any legal or other expenses reasonably incurred by
such Agent in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; PROVIDED, HOWEVER,
that the Issuer and the Guarantor will not be liable to such Agent in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any of such documents in reliance upon and in
conformity with written information furnished to the Issuer and the Guarantor by
such Agent specifically for use therein.
(b) Each Agent will indemnify and hold harmless the Issuer and
the Guarantor against any losses, claims, damages or liabilities to which the
Issuer or the Guarantor may become subject, under the Act 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 either Registration Statement, the Prospectus or
any amendment or supplement thereto, or any related preliminary prospectus or
preliminary prospectus supplement, or arise out of or are based upon the
omission or the alleged
14.
<PAGE>
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuer or the Guarantor by
such Agent specifically for use therein, and will reimburse any legal or other
expenses reasonably incurred by the Issuer or the Guarantor in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred PROVIDED, HOWEVER, that such Agent will not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of the offer or sale of Securities occurring after such Agent has
notified the Issuer orally (confirmed in writing) that such information should
no longer be used therein and such Agent does not thereafter deliver a
Prospectus containing such information.
(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 subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above. 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 wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party and who shall not
be counsel to any other indemnified party who may have interests conflicting
with those of such indemnified party), and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, 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 other than
reasonable costs of investigation.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuer and the Guarantor on the one hand and any Agent on the other from the
offering pursuant to this Agreement of the Securities which are the subject of
the action or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Issuer and the Guarantor on the one hand and any Agent on the other
in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Issuer and the Guarantor
on the one hand and any Agent on the other shall be deemed to be in the same
proportions as the total net proceeds from the offering pursuant to this
Agreement of the Securities which are the subject of the action (before
deducting expenses) received by the Issuer and the Guarantor bear to the total
commissions received by such Agent from the offering of such Securities pursuant
to this Agreement. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Issuer, the Guarantor or such Agent and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no Agent
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities which are the subject of the action and
which were distributed to the public through it pursuant to this Agreement or
upon resale of Securities purchased by it from the Issuer or the Guarantor
exceeds the amount of any damages which
15.
<PAGE>
such Agent has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. 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. The obligations of each Agent in this subsection
(d) to contribute are several, in the same proportion which the amount of the
Securities which are the subject of the action and which were distributed to the
public through such Agent pursuant to this Agreement bears to the total amount
of such Securities distributed to the public through all of the Agents pursuant
to this Agreement, and not joint.
(e) The obligations of the Issuer and the Guarantor under this
Section 7 shall be in addition to any liability which the Issuer or the
Guarantor may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls each Agent within the meaning
of the Act; and the obligations of each Agent under this Section 7 shall be in
addition to any liability which each Agent may otherwise have and shall extend,
upon the same terms and conditions, to each director of the Issuer and the
Guarantor, to each officer of the Issuer and the Guarantor who has signed any
Registration Statement and to each person, if any, who controls the Issuer or
the Guarantor within the meaning of the Act.
8. STATUS OF EACH AGENT. In soliciting offers to purchase the
Securities from the Issuer pursuant to this Agreement and in assuming its other
obligations hereunder (other than offers to purchase pursuant to Section 11),
each Agent is acting individually and not jointly and is acting solely as agent
for the Issuer and the Guarantor and not as principal. Each Agent will make
reasonable efforts to assist the Issuer and the Guarantor in obtaining
performance by each purchaser whose offer to purchase Securities from the Issuer
has been solicited by such Agent and accepted by the Issuer, but such Agent
shall have no liability to the Issuer or the Guarantor in the event any such
purchase is not consummated. If the Issuer or the Guarantor shall default on
any of their respective obligations to deliver Securities to a purchaser whose
offer it has accepted, the Issuer and the Guarantor (i) shall hold the Agents
harmless against any loss, claim or damage arising from or as a result of such
default by the Issuer or the Guarantor, and (ii) in particular, shall pay to the
Agents any commission to which they would be entitled in connection with such
sale.
9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of the Issuer and the Guarantor or their respective officers and of
the Agents set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Agent, the Issuer, the Guarantor or
any of their respective representatives, officers or directors or any
controlling person and will survive delivery of any payment for the Securities.
If this Agreement is terminated pursuant to Section 10 or for any other reason,
the Issuer and the Guarantor shall remain jointly and severally responsible for
the expenses to be paid or reimbursed by them pursuant to Section 4(h) and the
obligations of the Issuer and the Guarantor under Sections 4(d) and 4(g) and the
respective obligations of the Issuer, the Guarantor and the Agents pursuant to
Section 7 shall remain in effect. In addition, if any such termination shall
occur either (i) at a time when any Agent shall own any of the Securities with
the intention of reselling them or (ii) after the Issuer and the Guarantor have
accepted an offer to purchase Securities and prior to the related settlement,
the obligations of the Issuer and the Guarantor under the last sentence of
Section 4(b), under Sections 4(a), 4(c), 4(e), 4(f), 6(a), 6(e) and 6(f) and, in
addition, in the case of a termination occurring as described in (ii) above,
under Section 3(c) and under the last sentence of Section 8, shall also remain
in effect.
10. TERMINATION. This Agreement may be terminated for any reason at
any time by the Issuer and the Guarantor as to any Agent or by any Agent,
insofar as this Agreement relates to such Agent, upon the giving of one day's
written notice of such termination to the other parties hereto. Any settlement
with respect to Securities placed by an Agent occurring after termination of
this Agreement shall be made in accordance with the Procedures and each Agent
agrees, if requested by the Issuer and the Guarantor, to take the steps therein
provided to be taken by such Agent in connection with such settlement.
16.
<PAGE>
11. PURCHASES AS PRINCIPAL. From time to time any Agent may agree
with the Issuer and the Guarantor to purchase Securities from the Issuer as
principal, in which case such purchase shall be made in accordance with the
terms of a separate agreement (a "Purchase Agreement") to be entered into among
such Agent, the Issuer and the Guarantor in the form attached hereto as Exhibit
C, or pursuant to such other agreement as the Agent, the Issuer and the
Guarantor shall agree. A Purchase Agreement, to the extent set forth therein,
may incorporate by reference specified provisions of this Agreement.
12. SALES OF SECURITIES DENOMINATED IN A CURRENCY OTHER THAN U.S.
DOLLARS. If at any time the Issuer and any of the Agents shall determine to
issue and sell Securities denominated in a currency other than U.S. dollars,
which other currency may include a composite currency, the Issuer, the Guarantor
and any such Agent shall execute and deliver to one another a Foreign Currency
Amendment in the form attached hereto as EXHIBIT "D". The Foreign Currency
Amendment shall establish, as appropriate, additions to and modifications of the
terms of this Agreement, which additions and modifications shall apply to the
sales, whether offered on an agency or principal basis, of Securities
denominated in the currency covered thereby.
13. NOTICES. Except as otherwise provided herein, all notices and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to CS First Boston Corporation shall be directed to
it at Park Avenue Plaza, New York, New York 10055, Attention: Irma Serrano;
notices to Salomon Brothers Inc shall be directed to it at Seven World Trade
Center, 31st Floor, New York, New York 10048, Attention: Medium Term Note
Department; notices to UBS Securities Inc. shall be directed to it at 299 Park
Avenue, New York, New York 10171, Attention: Richard Messina; and notices to the
Issuer and the Guarantor shall be directed to them at 1201 West Fifth Street,
Los Angeles, California 90017, Attention: Treasurer; or in the case of any party
hereto, to such other address or person as such party shall specify to each
other party by a notice given in accordance with the provisions of this
Section 13. Any such notice shall take effect at the time of receipt.
14. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto, their respective successors, the officers and
directors and controlling persons referred to in Section 7 and, to the extent
provided in Section 6(f), any person who has agreed to purchase Securities from
the Issuer, and no other person will have any right or obligation hereunder.
15. GOVERNING LAW; COUNTERPARTS. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York. This
Agreement may be executed in counterparts and the executed counterparts shall
together constitute a single instrument.
17.
<PAGE>
If the foregoing correctly sets forth our agreement, please
indicate your acceptance hereof in the space provided for that purpose below.
Very truly yours,
UNION OIL COMPANY OF CALIFORNIA
By:
-----------------------------------------------
Name:
Title:
UNOCAL CORPORATION
By:
-----------------------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
CS FIRST BOSTON CORPORATION
By:
---------------------------
Name:
Title:
SALOMON BROTHERS INC
By:
---------------------------
Name:
Title:
UBS SECURITIES INC.
By:
---------------------------
Name:
Title:
18.
<PAGE>
EXHIBIT A
The Issuer and the Guarantor agree to pay jointly an Agent a
commission equal to the following percentage of the principal amount of
Securities sold to purchasers solicited by such Agent:
<TABLE>
<CAPTION>
Commission Rate
(as a percentage of PRINCIPAL
Term(a) amount)(b)
---- ------
<S> <C>
9 months to less than 12 months .125%
12 months to less than 18 months .150
18 months to less than 24 months .200
24 months to less than 30 months .250
30 months to less than 3 years .300
3 years to less than 4 years .350
4 years to less than 5 years .450
5 years to less than 7 years .500
7 years to less than 10 years .550
10 years to less than 20 years .600
20 years to less than 30 years .750
30 years to less than 40 years .875
40 years or more To be negotiated at the time
of sale
<FN>
- ----------------------
(a) With respect to any Security that is subject to redemption, repayment
or purchase by the Issuer at the option of the holder therof, the Term of such
Security shall be deemed to end on the earliest redemption, repayment or
purchase date specified in such Security.
(b) With respect to any Security that is a "Original Issue Discount Note",
as defined in the Prospectus Supplement, the commission payable with respect to
the sale of such Security shall be based on the purchase price of such Security.
</TABLE>
A-1
<PAGE>
EXHIBIT B
ADMINISTRATIVE PROCEDURES
The Medium-Term Notes, Series C, due nine months or more from their
date of issue (the "Notes") are to be offered on a continuing basis by Union Oil
Company of California (the "Issuer") and guaranteed as to payment of principal,
interest, and premium, if any, by Unocal Corporation, a Delaware corporation
(the "Guarantor"). CS First Boston Corporation, Salomon Brothers Inc and UBS
Securities Inc., as agents (individually, an "Agent" and collectively, the
"Agents"), have each agreed to use reasonable efforts to solicit offers to
purchase the Notes. None of the Agents will be obligated to purchase Notes for
its own account. The Notes are being sold pursuant to an Agency Agreement,
dated _______ __, 1994 (the "Agency Agreement"), among the Issuer, the Guarantor
and the Agents, and will be issued pursuant to an Indenture, dated as of
_______, 1994(the "Indenture"), among the Issuer, the Guarantor and Chemical
Trust Company of California, as trustee (the "Trustee"), which incorporates the
Standard Multiple-Series Indenture Provisions, January 1991, of the Issuer and
the Guarantor dated as of January 2, 1991. The Notes will rank equally with all
other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor
and will have been registered with the Securities and Exchange Commission (the
"Commission").
The Notes will be represented by either book-entry notes delivered to
The Depository Trust Company ("DTC") or its nominee and recorded in the book-
entry system maintained by DTC ("Book-Entry Notes") or a certificate delivered
to the Holder thereof or a Person designated by such Holder ("Certificated
Notes"). Beneficial owners of Book-Entry Notes will not be entitled to receive
a certificate representing such Notes.
Administrative and record-keeping responsibilities will be handled for
the Issuer and the Guarantor by its Treasury Department. The Issuer and the
Guarantor will advise the Agents in writing of those persons handling
administrative responsibilities with whom the Agents are to communicate
regarding offers to purchase Notes and the details of their delivery.
Administrative procedures and certain terms of the offering are explained below:
Part I indicating specific procedures for Certificated Notes; Part II indicating
specific procedures for Book-Entry Notes; and Part III indicating procedures
applicable to all Notes. To the extent that the procedures set forth below
conflict with the provisions of the Notes or the Indenture, the terms of the
Notes or the Indenture shall control. Unless otherwise defined herein, terms
defined in the Indenture (or any applicable Board Resolution referred to therein
related to the Notes) shall be used herein as therein defined.
PART I: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
PRICE TO PUBLIC
Unless a discount or premium is agreed to and set forth in a Pricing
Supplement, each Certificated Note will be issued at 100% of principal amount.
REGISTRATION
Certificated Notes will be issued only in fully registered form.
DENOMINATIONS
The denominations of the Certificated Notes will be $1,000 and
integral multiples of $1,000 in excess thereof.
B-1
<PAGE>
ISSUE DATE
Each Certificated Note will be dated the date of its authentication.
Each Certificated Note will also bear an original issue date (the "Issue Date")
which, with respect to any such Note (or portion thereof), shall mean the date
of its original issuance and shall be specified therein. The Issue Date shall
remain the same for all Notes subsequently issued upon transfer, exchange or
substitution of a Certificated Note, regardless of their dates of
authentication.
INTEREST PAYMENT
Each Certificated Note will bear interest from and including its Issue
Date, or in the case of Certificated Notes issued upon transfer or exchange,
from the most recent Interest Payment Date (as defined at "Calculation of and
Payment Dates for Interest" in Part III below) to which interest has been paid
to or provided for, but excluding the maturity date of such Note; PROVIDED,
HOWEVER, that a Floating Rate Certificated Note (as defined in "Calculation of
and Payment Dates for Interest" in Part III below) which has a rate of interest
that is reset daily or weekly will bear interest from and including its Issue
Date or the day following the most recent Regular Record Date (as defined at
"Calculation of and Payment Dates for Interest" in Part III below) to which
interest on such Note has been paid or provided for. Interest will be payable to
the person in whose name the Certificated Note is registered at the close of
business on the Regular Record Date next preceding the Interest Payment Date (as
defined below); PROVIDED, HOWEVER, that interest payable at any Redemption Date
or at the Stated Maturity will be payable to the person to whom principal shall
be payable.
For interest payments on Certificated Notes of $10,000,000 or more in
principal amount, the purchaser may elect at any time to have payment made in
immediately available funds. Interest payments on Certificated Notes of less
than $10,000,000 in principal amount will be made in immediately available funds
only if agreed to on a case-by-case basis by the Issuer and otherwise will be
made by check mailed on the Interest Payment Date to the person entitled thereto
as provided above (except that interest payments made at any Redemption Date or
at the Stated Maturity will be made as described below under "Maturity").
Interest payments will not be made in immediately available funds unless written
instructions have been presented to the Trustee (or any duly appointed Paying
Agent) at least 15 days before the Regular Record Date. The Issuer or the
Guarantor will provide the Trustee (or any such Paying Agent) with funds
available for immediate use for such purpose.
On the fifth Business Day (as defined at "Business Day" in Part III
below) immediately preceding each Interest Payment Date, the Trustee will
furnish the Issuer and the Guarantor with the total amount of the interest
payments to be made on such Interest Payment Date. The Trustee will provide
monthly to the Issuer's and the Guarantor's Treasury Department a list of the
principal and interest to be paid on Certificated Notes maturing in the next
succeeding month. The Trustee will assume responsibility for withholding taxes
on interest paid as required by law.
CONFIRMATION
For each accepted offer, the Presenting Agent (as defined under
"Details for Settlement" in this Part I) will promptly issue a confirmation to
the purchaser, with a separate confirmation promptly dispatched to the Issuer's
Treasury Department, setting forth the Purchase Information (as defined under
"Details for Settlement" in this Part I) and delivery and payment instructions;
PROVIDED, HOWEVER, no confirmation shall be delivered to the purchaser prior to
the delivery of the Prospectus referred to in Part III below.
B-2
<PAGE>
DETERMINATION OF SETTLEMENT DATE
The receipt of immediately available funds by the Issuer in payment
for a Certificated Note and the authentication and issuance of such Note shall,
with respect to such Note, constitute "settlement." All offers accepted by the
Issuer will be settled on the fifth Business Day next succeeding the date of
acceptance unless otherwise agreed by any purchaser, the Trustee and the Issuer.
The settlement date shall be specified upon receipt of an offer. Prior to 11:00
a.m., New York City time, on the settlement date, the Issuer will instruct the
Trustee to authenticate and deliver the Certificated Notes no later than 2:15
p.m., New York City time, on that day.
DETAILS FOR SETTLEMENT
For each offer accepted by the Issuer, the Agent who presented such
offer (the "Presenting Agent") shall communicate to the Issuer's Treasury
Department by telephone, facsimile transmission or other acceptable means the
following information (the "Purchase Information"):
1. Exact name in which the Certificated Note or Notes are to be
registered ("registered owner").
2. Exact address of registered owner and, if different, the address
for delivery, notices and payment of principal and interest.
3. Taxpayer identification number of registered owner.
4. Principal amount of each Certificated Note in authorized
denominations to be delivered to registered owner.
5. The issue price, interest rate, with respect to the Fixed Rate
Certificated Notes (as defined at "Calculation of and Payment Dates for
Interest" in Part III below) and with respect to Floating Rate Certificated
Notes, the Initial Interest Rate, the interest rate basis, the Spread or Spread
Multiplier, the maximum or minimum interest rates, if any, the Index Maturity,
the Interest Reset Date, Calculation Date, Interest Determination Date, and the
Interest Payment Date (as such terms are defined in the Prospectus Supplement
relating to the Notes, dated ______ __, 1994, attached hereto and hereinafter
referred to as the "Prospectus Supplement") of each Certificated Note.
6. Stated Maturity of each Certificated Note.
7. Issue Date of each Certificated Note.
8. Earliest Redemption Date of each Certificated Note, if any.
9. Settlement date for each Certificated Note.
10. Presenting Agent's commission (to be paid in the form of a
discount from the proceeds remitted to the Issuer upon settlement).
11. If a Note is an Original Issue Discount Security ("Original Issue
Discount Note"), the yield to Maturity and the initial accrual period of
original issue discount.
B-3
<PAGE>
The Issue Date of, and the settlement date for, any Certificated Note
will be the same. Before accepting any offer to purchase any Certificated Notes
to be settled in less than three days, the Issuer shall verify that the Trustee
will have adequate time to prepare and authenticate such certified Notes.
After receiving the details for each offer from the Presenting Agent,
the Issuer will, after recording the details and any necessary calculations,
communicate the Purchase Information by facsimile transmission or other
acceptable means, to the Trustee. Prior to preparing the Certificated Notes for
delivery, the Trustee will confirm the Purchase Information by telephone with
the Presenting Agent. The Trustee will assign to and enter on each Certificated
Note a transaction number.
SETTLEMENT: NOTE DELIVERIES AND CASH PAYMENT
Upon the receipt of appropriate documentation and instructions from
the Issuer and verification thereof, the Trustee will cause the Certificated
Notes to be prepared, authenticated and delivered as provided below:
The Trustee will deliver the Certificated Notes to the Presenting
Agent in accordance with facsimile instructions from the Issuer. On the same
date as delivery of the Certificated Notes, the Presenting Agent will make
payment in immediately available funds to the Issuer's depository account with
the Trustee in an amount equal to the face amount of the Certificated Notes (or
in the case of Original Issue Discount Certificated Notes, the Issue Price (as
defined at "Original Issue Discount Notes and Zero Coupon Notes" in Part III
below)) less the Presenting Agent's commission.
The Presenting Agent, as the Issuer's and the Guarantor's agent, will
deliver the Certificated Notes to the purchaser thereof against payment by such
purchaser in immediately available funds. Delivery of any Certificated Note
will be made in compliance with "Delivery of Prospectus" in Part III below.
FAILURES
In the event that a purchaser shall fail to accept delivery of and
make payment for a Certificated Note on the settlement date, the Presenting
Agent will notify the Trustee and the Issuer, by telephone, confirmed in
writing. If the Certificated Note has been delivered to the Presenting Agent,
as the Issuer's and the Guarantor's agent, the Presenting Agent shall return
such Certificated Note to the Trustee for cancellation. If funds have been
advanced by the Presenting Agent for the purchase of such Certificated Note, the
Issuer shall return the amount so advanced by the Presenting Agent in
immediately available funds. Such payments will be made by the Issuer on the
settlement date, if possible, and in any event not later than the Business Day
following the settlement date. If such failure shall have occurred for any
reason other than the failure of the Presenting Agent to provide the Purchase
Information to the Issuer or to provide a confirmation to the purchaser, the
Issuer will reimburse the Presenting Agent on an equitable basis for its loss of
the use of funds during the period when they were credited to the account of the
Issuer.
Immediately upon receipt of the Certificated Note in respect of which
the failure occurred, the Trustee will (or, if there is a Security Registrar,
will cause the Security Registrar to) make appropriate entries to reflect the
fact that the Certificated Note was never issued and will cancel the
Certificated Note.
MATURITY
Upon presentation of each Certificated Note at any Redemption Date or
at the Stated Maturity, the Trustee (or any duly appointed Paying Agent) will
pay the principal amount thereof (and premium, if any), together with accrued
interest due to such date. Such payment shall be made in immediately available
funds, provided that the Certificated Note is presented to the Trustee (or any
such Paying Agent) in time for the
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Trustee (or such Paying Agent) to make payments in such funds in accordance with
its normal procedures. The Issuer will provide the Trustee (and any such Paying
Agent) with funds available for immediate use for such purpose. Certificated
Notes presented at any Redemption Date or at the Stated Maturity will be
cancelled by the Trustee as provided in the Indenture.
PART II: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, the Trustee will perform
the custodial, document control and administrative functions described below, in
accordance with its obligations under a Letter of Representations (the "Letter")
from the Issuer and the Trustee to DTC dated as of the date hereof, and a
Medium-Term Note Certificate Agreement between Chemical Bank, as agent for the
Trustee, and DTC dated as of December 2, 1988, and its obligations as a
participant in DTC, including DTC's Same-Day Funds Settlement System ("SFDS").
ISSUANCE
All Book-Entry Notes having the same Issue Date, interest rate and
Stated Maturity will be represented initially by a single depository note (the
"Global Note") in fully registered form without coupons. Each Global Note will
be dated and issued as of the date of its authentication by the Trustee. Each
Global Note will bear an "Original Issue Date," which will be (i) with respect
to an original Global Note (or any portion thereof), its Issue Date, and (ii)
following a consolidation of Global Notes, the most recent Interest Payment Date
to which interest has been paid or duly provided for on the predecessor Global
Notes, regardless of the date of authentication of such subsequently issued
Global Note. No Global Note will represent any Certificated Note.
IDENTIFICATION NUMBERS
The Issuer has arranged with the CUSIP Service Bureau of Standard &
Poor's Corporation (the "CUSIP Service Bureau") for the reservation of a series
of CUSIP numbers (including tranche numbers), such series consisting of
approximately 870 CUSIP numbers and relating to Global Notes representing Book-
Entry Notes. The Issuer has obtained from the CUSIP Service Bureau a written
list of such reserved CUSIP numbers and has delivered it to the Trustee and DTC.
The Trustee will assign CUSIP numbers serially to Global Notes as described
below under Settlement Procedure "C" in "Details for Settlement" and "Settlement
Procedures Timetable." DTC will notify the CUSIP Service Bureau periodically of
the CUSIP numbers that the Trustee has assigned to Global Notes. The Trustee
will notify the Issuer at any time when fewer than 100 of the reserved CUSIP
numbers remain unassigned to Global Notes; and the Issuer will reserve an
additional 900 CUSIP numbers for assignment to Global Notes representing Book-
Entry Notes. Upon obtaining such additional CUSIP numbers, the Issuer shall
deliver a list of such additional CUSIP numbers to the Trustee and DTC.
REGISTRATION
Each Global Note will be registered in the name of Cede & Co., as
nominee for DTC, on the Security Register maintained under the Indenture. The
beneficial owner of a Book-Entry Note (or one or more indirect participants in
DTC designated by such owner) will designate one or more participants in DTC
(with respect to such Note, the "Participants") to act as agent or agents for
such owner in connection with the book-entry system maintained by DTC, and DTC
will record in book-entry form, in accordance with instructions provided by such
Participants, a credit balance with respect to such Note in the account of such
Participants. The ownership interest of such beneficial owner in such Note will
be recorded through the records of such Participants or through the separate
records of such Participants and one or more indirect participants in DTC.
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TRANSFERS
Transfers of a Book-Entry Note will be accomplished by book entries
made by DTC and, in turn, by Participants (and, in certain cases, one or more
indirect participants in DTC) acting on behalf of beneficial transferors and
transferees of such Note.
EXCHANGES
The Trustee may deliver to DTC and the CUSIP Service Bureau at any
time a written notice of consolidation (a copy of which shall be attached to the
Global Note resulting from such consolidation) specifying (i) the CUSIP numbers
of two or more outstanding Global Notes that represent Book-Entry Notes having
the same interest rate and Stated Maturity, and for which interest has been paid
to the same date, (ii) a date, occurring at least thirty days after such written
notice is delivered and at least thirty days before the next Interest Payment
Date for such Notes, on which such Global Notes shall be exchanged for a single
replacement Global Note and (iii) a new CUSIP number to be assigned to such
replacement Global Note. Upon receipt of such a notice, DTC will send to its
Participants (including the Trustee) a written reorganization notice to the
effect that such exchange will occur on such date. Prior to the specified
exchange date, the Trustee will deliver to the CUSIP Service Bureau a written
notice setting forth such exchange date and the new CUSIP number and stating
that, as of such exchange date, the CUSIP numbers of the Global Notes to be
exchanged will no longer be valid. On the specified exchange date, the Trustee
will exchange such Global Notes for a single Global Note bearing the new CUSIP
number and a new Original Issue Date and the CUSIP numbers of the exchanged
Global Notes will, in accordance with CUSIP Service Bureau procedures, be
canceled and not immediately reassigned.
DENOMINATION
The denominations of the Book-Entry Notes will be $1,000 or any larger
denomination which is an integral multiple of $1,000. Global Notes will be
denominated in principal amounts not in excess of $150,000,000.
INTEREST
Each Book-Entry Note will bear interest from the most recent date to
which interest has been paid or made available for payment on the Global Note
representing such Book-Entry Note or, if no interest has been paid or made
available for payment, from the Issue Date of the Global Note representing such
Note, until the principal thereof is paid or made available for payment;
PROVIDED, HOWEVER, that a Floating Rate Book-Entry Note which has a rate of
interest that is reset daily or weekly will bear interest from and including its
Issue Date or the day following the most recent Regular Record Date to which
interest on such Note has been paid or provided for. Interest payable at the
maturity of a Book-Entry Note will be payable to the Person to whom the
principal of such Note is payable. Standard & Poor's Corporation will use the
information received in the pending deposit message described below under
Settlement Procedure "C" in "Details for Settlement" and "Settlement Procedures
Timetable" to include the amount of any interest payable and certain other
information regarding the related Global Note in the appropriate daily bond
report published by Standard & Poor's Corporation.
PAYMENTS OF PRINCIPAL AND INTEREST
(a) PAYMENTS OF INTEREST ONLY. Promptly after each Regular Record
Date, the Trustee will deliver to the Issuer and DTC a written notice specifying
by CUSIP number the amount of interest to be paid on each Global Note on the
following Interest Payment Date (other than an Interest Payment Date coinciding
with Maturity) and the total of such amounts. The Issuer will confirm with the
Trustee the amount payable on
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<PAGE>
each Global Note on such Interest Payment Date. DTC will confirm the amount
payable on each Global Note on such Interest Payment Date by reference to the
daily bond reports published by Standard & Poor's Corporation. The Issuer will
pay to the Trustee the total amount of interest due on such Interest Payment
Date (other than at Maturity), the Trustee will pay such amount to DTC at the
times and in the manner set forth at (c) below under "Manner of Payment". If
any Interest Payment Date for a Book-Entry Note is not a Business Day, the
payment due on such day shall be made on the next succeeding Business Day and no
interest shall accrue on such payment for the period from and after such
Interest Payment Date.
(b) PAYMENTS AT MATURITY. Promptly after each Record Date for an
issue of Notes, the Trustee will deliver to the Issuer and DTC a written list of
principal and interest to be paid on each Global Note maturing in the following
month. The Issuer, the Trustee and DTC will confirm the amounts of such
principal and interest payments with respect to each such Global Note on or
about the fifth Business Day preceding the Maturity of such Global Note. The
Issuer will pay to the Trustee, as the paying agent, the principal amount of
such Global Note, together with interest due at such Maturity. Upon surrender
of a Global Note, the Trustee will pay such amounts to DTC as the times and in
the manner set forth at (c) below under "Manner of Payment". If any Maturity of
a Global Note representing Book-Entry Notes is not a Business Day, the payment
due on such day shall be made on the next succeeding Business Day and no
interest shall accrue on such payment for the period from and after such
Maturity. Promptly after payment to DTC of the principal and interest due at
the Maturity of such Global Note, the Trustee will cancel such Global Note in
accordance with the terms of the Indenture.
(c) MANNER OF PAYMENT. The total amount of any principal and
interest due on Global Notes on any Interest Payment Date or at Maturity shall
be paid by the Issuer to the Trustee in funds available as practicable
thereafter on such date. The Issuer will make such payment on such Global Notes
by wire transfer to the Trustee. The Issuer will confirm instructions regarding
payment to the Trustee. Prior to 10:00 a.m., New York time, on each maturity
date or as soon as possible thereafter, following receipt of such funds from the
Issuer, the Trustee will pay by separate wire transfer (using Fedwire message
entry instructions in a form previously specified by DTC) to an account at the
Federal Reserve Bank of New York previously specified by DTC, in funds available
for immediate use by DTC, each payment of principal (together with interest
thereon) due on Global Notes on any maturity date. On each Interest Payment
Date, an interest payment shall be made to DTC in same day funds in accordance
with existing arrangements between the Trustee and DTC. Thereafter, on each
such date, DTC will pay, in accordance with its SDFS operating procedures then
in effect, such amounts in funds available for immediate use to the
representative Participants in whose names the Book-Entry Notes represented by
such Global Notes are recorded in the book-entry system maintained by DTC.
NEITHER THE ISSUER NOR THE TRUSTEE SHALL HAVE ANY DIRECT RESPONSIBILITY OR
LIABILITY FOR THE PAYMENT BY DTC TO SUCH PARTICIPANTS OF THE PRINCIPAL OF AND
INTEREST AND PREMIUM, IF ANY, ON THE BOOK-ENTRY NOTES.
(d) WITHHOLDING TAXES. The amount of any taxes required under
applicable law to be withheld from any interest payment on a Book-Entry Note
will be determined and withheld by the Participant, indirect participant in DTC
or other person responsible for forwarding payments and materials directly to
the beneficial owner of such Note.
SETTLEMENT
The receipt by the Issuer of immediately available funds in
payment for a Book-Entry Note and the authentication and issuance of the Global
Note or Global Notes representing such Note shall constitute "settlement" with
respect to such Note. All orders accepted by the Issuer will be settled from
one to five Business Days from the date of the sale pursuant to the timetable
for settlement set forth below unless the Issuer and the purchaser agree to
settlement on a later date.
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<PAGE>
DETAILS FOR SETTLEMENT
Settlement Procedures with regard to each Book-Entry Note sold by the Issuer
through an Agent shall be as follows:
A. For each offer accepted by the Issuer, the Presenting Agent shall
communicate to the Issuer's Treasury Department by telephone, facsimile
transmission or other acceptable means the following Purchase Information:
1. Principal amount of each Book-Entry Note in authorized
denominations to be delivered to DTC.
2. The issue price, interest rate, with respect to the Fixed
Rate Book-Entry Notes and with respect to Floating Rate Book-Entry Notes, the
Initial Interest Rate, the interest rate basis, the Spread or Spread Multiplier,
the maximum or minimum interest rates, if any, the Index Maturity, the Interest
Reset Date, Calculation Date, Interest Determination Date, and the Interest
Payment date (as such terms are defined in the Prospectus Supplement) of each
Book-Entry Note.
3. Stated Maturity of each Book-Entry Note.
4. If an Original Issue Discount Note, the yield to Maturity
and the initial accrual period of original issue discount.
5. Issue Date of each Book-Entry Note.
6. Earliest Redemption Date of each Book-Entry Note, if any.
7. Settlement Date for each Book-Entry Note.
8. Presenting Agent's commission (to be paid in the form of a
discount from the proceeds remitted to the Issuer upon settlement).
9. If an Original Issue Discount Note the yield to Maturity and
the initial accrual period of original issue discount.
B. The Issuer will advise the Trustee by facsimile transmission of
the settlement information set forth in Settlement Procedure "A" above and the
name of the Presenting Agent.
C. The Trustee will assign a CUSIP number to the Global Note
representing such Book-Entry Note and will telephone the Issuer and advise the
Issuer of such CUSIP number. The Trustee will enter a pending deposit message
through DTC's Participant Terminal System, providing the following settlement
information to DTC (which shall route such information to Standard & Poor's
Corporation) and the Presenting Agent.
1. The applicable information set forth in Settlement
Procedure "A".
2. Initial Interest Payment Date, if any, for such Note, number
of days by which such date succeeds the Regular Record Date and the amount of
interest payable on such Interest Payment Date per $1,000 principal amount of
Book-Entry Notes.
3. CUSIP number of the Global Note representing such Note.
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4. Whether such Global Note will represent any other Book-Entry
Note (to the extent known at such time).
5. Interest payment periods.
6. Numbers of the participant accounts maintained by DTC on
behalf of the Trustee and the Agent.
D. The Issuer will deliver (or will have delivered) to the Trustee a
Global Note representing such Note.
E. The Trustee will complete and authenticate the Global Note
representing such Note.
F. DTC will credit such Note to the Trustee's participant account at
DTC.
G. The Trustee will enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC to (i) debit such Note to the
Trustee's participant account and credit such Note to the Presenting Agent's
participant account and (ii) debit the Presenting Agent's settlement account and
credit the Trustee's settlement account for an amount equal to the price of such
Note less the Presenting Agent's commission. The entry of such a deliver order
shall constitute a representation and warranty by the Trustee to DTC that (i)
the Global Note representing such Note has been executed, delivered and
authenticated and (ii) the Trustee is holding such Global Note pursuant to the
Medium-Term Certificate Agreement between the Trustee and DTC.
H. The Presenting Agent will enter an SDFS deliver order through
DTC's Participant Terminal System instructing DTC (i) to debit such Note to the
Presenting Agent's participant account and credit such Note to the participant
accounts of the Participants with respect to such Note and (ii) to debit the
settlement accounts of such Participants and credit the settlement account of
the Presenting Agent for an amount equal to the price of such Note.
I. Transfers of funds in accordance with SDFS deliver orders
described in Settlement Procedures "G" and "H" will be settled in accordance
with SDFS operating procedures in effect on the settlement date.
J. The Trustee, upon confirming receipt of such funds, will wire
transfer the amount transferred to the Trustee in accordance with Settlement
Procedure "G" above, in funds available for immediate use, for the account of
"Union Oil Company of California, Depository Account No. 144-0-15017, Credit
Medium-Term Note Program, Series C," at Chemical Bank, 450 West 33rd Street, New
York, New York 10001.
K. The Presenting Agent will confirm the purchase of such Note to
the purchaser either by transmitting to the Participants with respect to such
Note a confirmation order or orders through DTC's institutional delivery system
or by mailing a written confirmation to such purchaser.
SETTLEMENT PROCEDURES TIMETABLE
For orders of Book-Entry Notes solicited by the Presenting Agent, and
accepted by the Issuer for settlement on the first Business Day after the sale
date, Settlement Procedures "A" through "K" set forth above shall be completed
as soon as possible but not later than the respective times (New York City time)
set forth below:
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<TABLE>
<CAPTION>
Settlement Time
Procedure ----
---------
<S> <C>
A 11:00 a.m. on the sale date
B 12:00 Noon on the sale date
C 2:00 p.m. on the sale date
D 3:00 p.m. on the day before
settlement date
E 9:00 a.m. on settlement date
F 10:00 a.m. on settlement date
G-H 2:00 p.m. on settlement date
I 4:45 p.m. on settlement date
J-K 5:00 p.m. on settlement date
</TABLE>
If a sale is to be settled two Business Days after the sale date,
Settlement Procedures "A", "B" and "C" shall be completed as soon as practicable
but not later than 11:00 a.m., 12:00 Noon and 2:00 p.m., as the case may be, on
the first Business Day after the sale date.
If a sale is to be settled more than two Business Days after the sale
date, Settlement Procedures "A", "B" and "C" shall be completed as soon as
practicable but no later than 11:00 a.m., 12 Noon and 2:00 p.m., as the case may
be, on the second Business Day after the sale date. Settlement Procedure "I" is
subject to extension in accordance with any extension of Fedwire closing
deadlines and in the other events specified in the SDFS operating procedures in
effect on the settlement date.
If settlement of a Book-Entry Note is rescheduled or canceled, the
Issuer shall notify the Trustee, and upon receipt of such notice, the Trustee
will deliver to DTC, through DTC's Participant Terminal System, a cancellation
message to such effect by no later than 2:00 p.m., New York City time, on the
Business Day immediately preceding the scheduled settlement date.
FAILURE TO SETTLE
If the Trustee has not entered an SDFS deliver order with respect to a
Book-Entry Note pursuant to Settlement Procedure "G", then upon written request
(which may be evidenced by facsimile transmission) of the Issuer, the Trustee
shall deliver to DTC, through DTC's Participant Terminal System, as soon as
practicable, but no later than 2:00 p.m. on any Business Day, a withdrawal
message instructing DTC to debit such Note to the Trustee's participant account.
DTC will process the withdrawal message, provided that the Trustee's participant
account contains a principal amount of the Global Note representing such Note
that is at least equal to the principal amount to be debited. If withdrawal
messages are processed with respect to all the Book-Entry Notes represented by a
Global Note, the Trustee will mark such Global Note "canceled", make appropriate
entries in the Trustee' records and send such canceled Global Note to the Issuer
in accordance with the Indenture. The CUSIP member assigned to such Global Note
shall, in accordance with CUSIP Service Bureau procedures, be canceled and not
immediately reassigned. If withdrawal messages are processed with respect to
one or more, but not all, of the Book-Entry Notes represented by a Global Note,
the Trustee will exchange such Global Note for two Global Notes, one of which
shall represent such Note or Notes and shall be canceled immediately after
issuance and the other of which shall represent the remaining Book-Entry Notes
previously represented by the surrendered Global Note and shall bear the CUSIP
number of the surrendered Global Note.
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If the purchase price for any Book-Entry Note is not timely paid to
the Participants with respect to such Note by the beneficial purchaser thereof
(or a person, including an indirect participant in DTC, acting on behalf of such
purchaser), such Participants and, in turn, the Presenting Agent may enter an
SDFS deliver order through DTC's Participant Terminal System debiting such Note
to the Presenting Agent's participant account and crediting such Note free to
the participant account of the Trustee and shall notify the Trustee and the
Issuer thereof. Thereafter, the Trustee, (i) will immediately transfer by
Fedwire (immediately available funds) to the Presenting Agent an amount equal to
the price of such Note which was previously sent by wire transfer to the account
of the Issuer maintained at Chemical Bank in accordance with Settlement
Procedure "J", and (ii) the Trustee will deliver the withdrawal message and take
the related actions described in the preceding paragraph. Such debits and
credits will be made on the settlement date, if possible, and in any event not
later than 5:00 p.m. on the following Business Day. If such failure shall have
occurred for any reason other than the failure of the Presenting Agent to
provide the Purchase Information to the Issuer or to provide a confirmation to
the Purchaser, the Issuer will reimburse the Presenting Agent on an equitable
basis for its loss of the use of funds during the period when the funds were
credited to the account of the Issuer.
Notwithstanding the foregoing, upon any failure to settle with respect
to a Book-Entry Note, DTC may take any actions in accordance with its SDFS
operating procedures then in effect. In the event of a failure to settle with
respect to one or more, but not all, of the Book-Entry Notes to have been
represented by a Global Note, the Trustee will provide, in accordance with
Settlement Procedures "D" and "E," for the authentication and issuance of a
Global Note representing the other Book-Entry Notes to have been represented by
such Global Note and will make appropriate entries in its records.
PART III: ADMINISTRATIVE PROCEDURES APPLICABLE TO ALL NOTES
TRUSTEE NOT TO RISK FUNDS
Nothing herein shall be deemed to require the Trustee to risk or
expend its own funds in connection with any payment made to the Issuer, or the
Presenting Agent, or DTC, or any Noteholder, or any Participant, it being
understood by all parties that payments made by the Trustee to the Issuer, or
the Presenting Agent, or DTC, or any Noteholder, or any Participant shall be
made only to the extent that funds are provided to the Trustee for such purpose.
ORIGINAL ISSUE DISCOUNT NOTES AND ZERO-COUPON NOTES
Notes may be issued as Original Issue Discount Notes (which may be
Certificated Notes or Book-Entry Notes, as indicated), which term includes all
Notes, including Zero-Coupon Notes, which provide that upon redemption or
acceleration of the maturity thereof an amount less than the principal amount
thereof shall become due and payable. In the event of redemption or
acceleration of maturity of an Original Issue Discount Note, the amount payable
on such Note, in lieu of the principal amount due at the Stated Maturity
thereof, shall, unless the Note provides otherwise, be the Amortized Face Amount
(as defined below) of such Note.
The "Amortized Face Amount" of an Original Issue Discount Note shall
be the amount equal to (a) the Issue Price of the Note (as defined below) plus
(b)that portion of the difference between the Issue Price and the principal
amount of such Note that has been amortized at the Stated Yield (as defined
below) of such Note (computed in accordance with generally accepted United
States bond yield computation principles) at the date as of which the Amortized
Face Amount is calculated, but in no event shall the Amortized Face Amount
exceed the principal amount of such Note due at the Stated Maturity thereof. As
used in the preceding sentence, the term "Issue Price" means the principal
amount of such Original Issue Discount Note due at the Stated Maturity thereof
less the Original Issue Discount of such Note stated in the legend on the face
thereof,
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and the "Stated Yield" of such Note means the yield-to-maturity stated in the
legend on the face of such Note (or, if not so stated, the yield-to-maturity
compounded semiannually and computed in accordance with generally accepted
United States bond yield computation principles) for the period from the Issue
Date of such Note as stated in the legend on the face of such Note, to the
Stated Maturity thereof on the basis of its Issue Price and principal amount.
There will be no periodic payments of interest on Zero-Coupon Notes.
References in these Administrative Procedures to interest payments and interest-
related information do not apply to Zero-Coupon Notes.
MATURITIES
Each Note will mature on a date, selected by the purchaser and agreed
to by the Issuer and Guarantor, which will be nine months or more from the Issue
Date. Each Floating Rate Note (as defined below) will mature on an Interest
Payment Date (as defined below) for such Note.
ADVERTISING COSTS
The Issuer will determine in consultation with the Agents the amount
of advertising that may be appropriate in offering the Notes. The Issuer shall
pay for only the advertising expenses approved in advance by the Issuer.
BUSINESS DAY
"Business Day" means any day which is not a Saturday or Sunday and
which in New York City (and, with respect to LIBOR Notes (as defined in the
Prospectus Supplement) in London) is not a day on which banking institutions are
generally authorized or obligated by law, regulation or executive order to
close.
PROCEDURES FOR ESTABLISHING THE TERMS OF THE NOTES
The Issuer and the Agents will discuss from time to time the rates to
be borne by the Notes that may be sold as a result of the solicitation of offers
by the Agents. Once any Agent has recorded any indication of interest in Notes
upon certain terms, and communicated with the Issuer, if the Issuer plans to
accept an offer to purchase Notes upon such terms, it will prepare a Pricing
Supplement, reflecting the terms of such Notes and, after approval from such
Agent, will arrange to have such Pricing Supplement, filed with, or transmitted
by means reasonably calculated to result in filing with, the Commission and will
supply at least two copies of such Pricing Supplement and if requested by the
Presenting Agent, additional copies of the Prospectus, as then amended or
supplemented, to the Presenting Agent. No settlements with respect to Notes
upon such terms may occur prior to such transmitting for filing and the Agents
will not, prior to such transmitting for filing, mail confirmations to customers
who have offered to purchase Notes upon such terms. After such transmitting for
filing, sales, mailing of confirmations and settlements may occur with respect
to Notes upon such terms, subject to the provisions of "Delivery of Prospectus"
below.
If the Issuer decides to post rates and a decision has been reached to
change interest rates, the Issuer will promptly notify each Agent. Each Agent
will forthwith suspend solicitation of purchases. At that time, the Agents will
recommend and the Issuer will establish rates to be so "posted". Following
establishment of posted rates and prior to the filing or transmitting described
in the preceding paragraph, the Agents may only record indications of interest
in purchasing Notes at the posted rates. After such transmitting for filing,
sales, mailing of confirmations and settlements may resume, subject to the
provisions of "Delivery of Prospectus" below.
B-12
<PAGE>
Outdated Pricing Supplements, and copies of the Prospectus to which
they are attached (other than those retained for files), will be destroyed.
SUSPENSION OF SOLICITATION: AMENDMENT OR SUPPLEMENT
As provided in the Agency Agreement. The Issuer may suspend
solicitation of purchases at any time for any reason and each Agent will use its
best efforts to suspend solicitations as soon as practicable after notice (and
in any event within one Business Day). Any suspension of solicitation shall
continue until such time as the Issuer has advised the Agents that solicitation
of purchases may be resumed.
If the Agents receive the notice from the Issuer contemplated by
Section 4(b) of the Agency Agreement, they will promptly suspend solicitation
and will only resume solicitation as provided in the Agency Agreement. If the
Issuer decides to amend or supplement any Registration Statement (as defined in
the Agency Agreement) or the Prospectus relating to the Notes, it will promptly
advise each Agent and will furnish each Agent with the proposed amendment or
supplement in accordance with the terms of the Agency Agreement. The Issuer
will promptly file or transmit by means reasonably calculated to result in
filing with the Commission such amendment or supplement, provide the Agents with
copies of any such amendment or supplement, confirm to the Agents that such
amendment or supplement has been filed with the Commission and advise the Agents
that solicitation may be resumed.
Any such suspension shall not affect the Issuer's or the Guarantor's
obligations under the Agency Agreement; and in the event that at the time the
Issuer suspends solicitation of purchases there shall be any offers already
accepted by the Issuer outstanding for settlement, the Issuer will have the sole
responsibility for fulfilling such obligations. The Issuer will in addition
promptly advise the Agents and the Trustee if such offers are not to be settled
and if copies of the Prospectus as in effect at the time of the suspension may
not be delivered in connection with the settlement of such offers.
ACCEPTANCE OF OFFERS
Each Agent will promptly advise the Issuer, orally or in writing, of
each reasonable offer to purchase Notes received by it, other than those
rejected by such Agent. Each Agent may, in its discretion reasonably
exercised, without notice to the Issuer or the Guarantor, reject any offer
received by it, in whole or in part. The Issuer will have the sole right to
accept offers to purchase Notes on its behalf and on behalf of the Guarantor and
may reject any such offer, in whole or in part. If the Issuer rejects an offer,
the Issuer will promptly notify the Agent involved.
DELIVERY OF PROSPECTUS
A copy of the Prospectus, as most recently amended or supplemented
with respect to the Notes (including the appropriate Pricing Supplement) on the
date of delivery thereof (except as provided below), must be delivered to a
purchaser prior to or together with the earlier of the delivery of (i) the
written confirmation provided for above and (ii) any Note purchased by such
purchaser. Subject to the foregoing, it is anticipated that delivery to the
purchaser of the Prospectus, as so amended or supplemented, confirmation and
Notes will be made simultaneously at settlement. The Issuer shall ensure that
the Presenting Agent receives copies of the Prospectus and each amendment or
supplement thereto with respect to the Notes (including appropriate Pricing
Supplements) in such quantities and within such time limits as will enable the
Presenting Agent to deliver such confirmation or Note to a purchaser as
contemplated by these procedures and in compliance with the first sentence of
this paragraph. If, since the date of acceptance of a purchaser's offer, the
Prospectus shall have been supplemented solely to reflect any sale of Registered
Securities or Notes on terms different from those agreed to between the Issuer
and such purchaser or a change in posted rates not applicable to such purchaser,
such purchaser shall not receive the Prospectus, as supplemented by such new
supplement, but shall receive the
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<PAGE>
Prospectus as supplemented to reflect the terms of the Notes being purchased by
such purchaser and otherwise as most recently amended or supplemented on the
date of delivery of the Prospectus.
AUTHENTICITY OF SIGNATURES
The Issuer and the Guarantor will cause the Trustee to furnish the
Agents from time to time, upon written request, with the specimen signatures of
each of the Trustee's officers, employees or agents who have been authorized by
the Trustee to authenticate Notes, but the Agents will have no obligation or
liability to the Issuer or the Guarantor or the Trustee in respect of the
authenticity of the signature of any officer, employee or agent of the Issuer,
the Guarantor, or the Trustee on any Note or Global Note.
CALCULATION OF AND PAYMENT DATES FOR INTEREST
Each Note will bear interest (i) in the case of Notes bearing interest
at a Fixed Rate (the "Fixed Rate Notes", which may be either Fixed Rate
Certificated Notes or Fixed Rate Book-Entry Notes, as indicated), at the annual
rate stated on the face thereof, payable semiannually in arrears on January 31
and July 31 (each an "Interest Payment Date") with respect to such Fixed Rate
Note and at any Redemption Date, Repayment Date or the Stated Maturity and (ii)
in the case of Notes bearing interest at a rate or rates determined by reference
to an interest rate formula (the "Floating Rate Notes," which may be either
Floating Rate Certificated Notes or Floating Rate Book-Entry Notes, as
indicated), at a rate determined pursuant to the formula stated on the face
thereof, payable in arrears on such dates as are specified therein and in the
related Pricing Supplement (each an "Interest Payment Date" with respect to such
Floating Rate Note) and at any Redemption Date or the Stated Maturity. Interest
(including payments for partial periods) will be calculated and paid on the
basis of a 360-day year of twelve 30-day months for any Fixed Rate Notes.
The "Regular Record Date" with respect to Floating Rate Notes shall be
the date 15 calendar days prior to each Interest Payment Date, whether or not
such date shall be a Business Day, and the Regular Record Dates with respect to
the Fixed Rate Notes shall be the January 15 and July 15 next preceding the
January 31 and July 31 Interest Payment Dates. The first payment of interest on
any Note originally issued between a Regular Record Date and an Interest Payment
Date will be made on the Interest Payment Date following the next succeeding
record date. With respect to Fixed Rate Notes, each payment of interest shall
include interest accrued to but excluding the date of such payment. For special
provisions relating to Floating Rate Notes, see the section entitled
"Description of the Notes" in the Prospectus Supplement.
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<PAGE>
EXHIBIT C
PURCHASE AGREEMENT
__________________, 199__
Union Oil Company of California
1201 West Fifth Street
Los Angeles, CA 90017
Unocal Corporation
1201 West Fifth Street
Los Angeles, CA 90017
Attention: Treasurer
1. The undersigned agrees to purchase the following principal amount
of the Securities described in the Agency Agreement dated _______ ___, 1994 (the
"Agency Agreement"):
Principal Amount _______________
Interest Rate or Formula _______%
Stated Maturity _______________, ___________
Discount or Premium _______% of Principal Amount
Redemption Terms, if any ___________________________
Price to be paid
to Issuer $______________
Settlement Date _________, 199____
(Additional Terms)
2. Except as otherwise expressly provided herein, all terms used
herein which are defined in the Agency Agreement shall have the same meanings as
in the Agency Agreement. The terms Agent or Agents, as used in the Agency
Agreement, shall be deemed to refer only to the undersigned for purposes of this
Agreement.
3. This Agreement incorporates by reference Sections 4, 6, 7
(including any Amendments entered into pursuant thereto by the Issuer and the
Guarantor and the undersigned Agent), 12 and 13 of the Agency Agreement, the
first and last sentences of Section 9 thereof and, to the extent applicable, the
Procedures, except that the phrase "jointly with any other indemnifying party
similarly notified" in Section 7(a), the phrase "and who shall not be counsel to
any other indemnified party who may have interest conflicting with those of such
indemnified party" in Section 7(a) and the last sentence of Section 7(d) shall
not be applicable. You and we agree to perform, to the extent applicable, our
respective duties and obligations specifically provided to be performed by each
of us in the Procedures.
4. Our obligation to purchase Securities hereunder is subject to the
accuracy on the above Settlement Date of your representations and warranties
contained in Section 2 of the Agency Agreement (it being understood that such
representations and warranties shall relate to the applicable Registration
Statement and the Prospectus, as amended at such Settlement Date) and to your
performance and observance of all
C-1
<PAGE>
covenants and agreements contained in Sections 4 and 6 thereof. Our obligations
hereunder is also subject to the following conditions:
(a) the satisfaction, at such Settlement Date, of each of the
conditions set forth in subsections (a) and (b) and (d) through (g) of Section 5
of the Agency Agreement (it being understood that each document so required to
be delivered shall be dated such Settlement Date and that each such condition
and the statements contained in each such document that relate to the applicable
Registration Statement or the Prospectus shall be deemed to relate to the
applicable Registration Statement or the Prospectus, as the case may be, as
amended or supplemented at the time of settlement on such Settlement Date, and
except that the opinion described in Section 5(d) shall be modified so as to
state that the Securities being sold on such Settlement Date, when delivered
against payment therefor as provided in the Indenture and this Agreement, will
have been duly executed, authenticated, issued and delivered and will constitute
valid and legally binding obligations of the Issuer and the Guarantor
enforceable in accordance with their terms, subject only to the exceptions as to
enforcement set forth in clause (v) of Section 5(d) of the Agency Agreement, and
will conform to the description thereof contained in the Prospectus, as amended
or supplemented at such Settlement Date);
(b) there shall not have occurred since the date hereof (i) any
change, or any development involving a prospective charge, in or affecting
particularly the business or properties of the Issuer or the Guarantor or their
respective subsidiaries other than as set forth or contemplated in the
Prospectus, as amended or supplemented, which, in our judgment, materially
impairs the investment quality of the Securities; (ii) any downgrading in the
rating of the Issuer's or the Guarantor's debt securities by any "nationally
recognized statistical rating organization" (as defined for purposes of Rule
436(g) under the Act); (iii) any suspension or limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension of trading of any
securities of the Issuer or the Guarantor on any exchange or in the over-the-
counter market if the effect of any such suspension, limitation or setting of
minimum prices makes it impractical or inadvisable to proceed with the sale and
delivery of the Securities on the terms and in the manner contemplated in this
Prospectus as amended and supplemented; (iv) any banking moratorium declared by
Federal or New York authorities; or (v) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war by
Congress or any other substantial national or international calamity or
emergency if, in our judgment, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the sale of an payment for the Securities; and
(c) there has been no notice pursuant to Section 4(a) of the
Agency Agreement of an intention to amend or supplement, nor has there been any
such amendment or supplement to, the applicable Registration Statement or the
Prospectus by incorporation by reference pursuant to Section 4(a) of the Agency
Agreement between the date of this Agreement and the Settlement Date (as defined
above).
5. In further consideration of our agreement hereunder, you agree
that between the date hereof and the above Settlement Date, you will not offer
or sell, enter into any agreement to sell, or announce the proposed issuance or
sale of, any debt securities of the Issuer or the Guarantor in the United
States, other than sales of Securities, borrowings under your revolving credit
agreements and lines of credit, the private placement of securities and
issuances of your commercial paper.
6. If for any reason, other than because of our default, our
purchase of the above Securities is not consummated, you shall remain
responsible for the expenses to be paid (but not our expenses to be reimbursed)
by you pursuant to Section 4 of the Agency Agreement and the respective
obligations of you and the undersigned pursuant to Section 7 shall remain in
effect, in each case as incorporated herein. If for any reason our purchase of
the above Securities is not consummated other than because of our default or a
failure to satisfy a condition set forth in clause (iii), (iv) or (v) of
paragraph (b) above, you shall reimburse us, severally,
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<PAGE>
for all out-of-pocket expenses reasonably incurred by us in connection with the
offering of the above Securities and not otherwise required to be reimbursed
pursuant to Section 4 of the Agency Agreement.
7. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York. This Agreement may be executed in
counterparts and the executed counterparts shall together constitute a single
instrument.
[Insert Name of Purchaser]
By
-----------------------------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
UNION OIL COMPANY OF CALIFORNIA
By
-----------------------
Name:
Title:
AND
UNOCAL CORPORATION
By
-----------------------
Name:
Title:
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<PAGE>
EXHIBIT D
FOREIGN CURRENCY AMENDMENT
[Insert Title of Foreign Currency
to be Covered by this Amendment]
The undersigned hereby agree that for the purposes of the issue and
sale of Securities denominated in [title of currency] (the "Applicable Foreign
Currency") pursuant to the Agency Agreement by and among Union Oil Company of
California, Unocal Corporation, CS First Boston Corporation, Salomon Brothers
Inc and UBS Securities Inc. dated _______ __, 1994 (the "Agency Agreement"), the
following additions and modifications shall be made to the Agency Agreement.
The additions and modifications adopted hereby shall be of the same effect for
the sale under the Agency Agreement of all Securities denominated in the
Applicable Foreign Currency, whether offered on an agency or principal basis,
but shall be of no effect with respect to Securities denominated in any currency
other than the Applicable Foreign Currency.
Except as otherwise expressly provided herein, all terms used herein
which are defined in the Agency Agreement shall have the same meanings as in the
Agency Agreement. The term Agents, as used in the Agency Agreement, shall be
deemed to refer to the undersigned Agents for purposes of this Amendment.
[Insert appropriate additions and modifications to the Agency
Agreement, for example, to opinions of counsel, conditions to obligations and
settlement procedures, according to the customary practice of the Agents when
acting as underwriters in offerings denominated in the Applicable Foreign
currency.]
______________________, 199__
UNION OIL COMPANY OF CALIFORNIA
By
-----------------------
Name:
Title:
UNOCAL CORPORATION
By
-----------------------
Name:
Title:
[Names of Agents participating in the
offering of Securities in the
Applicable Foreign Currency]
By
-----------------------
Name:
Title:
D-1
<PAGE>
BYLAWS EXHIBIT 3.2
OF
UNION OIL COMPANY OF CALIFORNIA
ARTICLE I
FISCAL YEAR
Section 1. The fiscal year of Union Oil Company of California
(hereinafter called the "Company") shall end on the thirty-first day of December
of each year.
ARTICLE II
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for the transaction
of business of the Company is hereby fixed and located at Unocal Center in the
City of Los Angeles, County of Los Angeles, State of California. The Board of
Directors (hereinafter sometimes called the "Board") is hereby granted full
power and authority to change said principal office from one location to another
in said county.
ARTICLE III
SHAREHOLDERS
Section 1. ANNUAL MEETINGS. The annual meetings of the shareholders
shall be held at 10:00 o'clock A.M. on the fourth Monday in May of each year if
not a legal holiday, for the purpose of electing directors, consideration of
reports of the affairs of the Company, and for the transaction of any other
business which is within the powers of the shareholders and properly brought
before the meeting. If the fourth Monday in May is a legal holiday, the annual
meeting of the shareholders shall be held at 10:00 o'clock A.M. on the preceding
or subsequent Monday as fixed by resolution of the Board.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose whatsoever may be called at any time by the Chairman of the Board,
the Chief Executive Officer, the Board, or by one or more shareholders holding
not less than ten percent of the voting power of the Company upon request in
writing to the Chairman of the Board, the Chief Executive Officer, the
President, a Vice President or the Secretary. The business transacted at
special meetings shall be confined to the purpose or purposes stated in the
notice of such meetings.
Section 3. NOTICE OF MEETINGS. Written notice of each annual or
special meeting of shareholders shall be given to each shareholder entitled to
vote thereat not less than ten nor more than sixty days before the meeting.
Section 4. PLACE OF MEETINGS. All meetings of shareholders, whether
annual or special, shall be held at the principal office of the Company or at
such other place, within or without the State of California, as the Board may
from time to time designate pursuant to authority hereinafter granted it. In
the absence of any such designation, shareholders' meetings shall be held at the
principal office of the Company.
<PAGE>
Section 5. VOTING RIGHTS. Shareholders entitled to vote at shareholder
meetings shall be entitled to one vote for each full share. A fraction of a
share or a fractional interest in a share shall not be entitled to any voting
rights whatsoever.
Section 6. CONDUCT OF MEETINGS. The decisions of the Chairman of the
Board or officer presiding at all shareholders' meetings shall govern in all
matters relating to the conduct of the meeting.
Section 7. VOTING. Directors shall be elected in accordance with the
provisions of the California Corporations Code by holders of shares entitled to
vote in the election; provided, however, a nomination shall be accepted, and
votes cast for a nominee shall be counted by the inspectors of election, only if
the Secretary of the Company has received at least twenty-four hours prior to
the meeting a statement over the signature of the nominee that such person
consents to being a nominee and, if elected, intends to serve as a director.
Section 8. ACTION WITHOUT A MEETING. Any action which may be taken at
any annual or special meeting may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of the outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. POWERS. Subject to the limitations of the Restated Articles
of Incorporation of the Company and of the California General Corporation Law as
to action required or authorized to be approved by the shareholders, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Company shall be managed by, the Board of Directors.
Section 2. NUMBER. The exact number of directors of the Company shall
be twelve until changed in the manner provided by the Company's Restated
Articles of Incorporation or by law.
Section 3. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Board shall
appoint a Chairman, who shall preside at all meetings of the Board of Directors
and shall have such other powers and duties as may from time to time be assigned
by the Board of Directors or prescribed by the Bylaws. The Board may also
appoint a Vice Chairman, who shall preside at all meetings of the Board of
Directors in the absence of the Chairman and shall have such other powers and
duties as may from time to time be assigned by the Board of Directors or
prescribed by the Bylaws.
2
<PAGE>
Section 4. ANNUAL MEETINGS. Immediately following each annual meeting
of shareholders, the Board shall hold its annual meeting for the purpose of
organization, election of officers and the transaction of any other business.
Section 5. REGULAR MEETINGS. Regular meetings of the Board shall be
held at the times and on the dates fixed by resolution of the Board.
Section 6. SPECIAL MEETINGS. Special meetings of the Board for any
purpose or purposes whatsoever may be called by the Chairman of the Board or the
Chief Executive Officer or, in the absence or inability of either of them, by
the President, the Chief Financial Officer, or by at least two of the directors
at the time in office.
Section 7. NOTICE OF MEETINGS. Notice of annual meetings and of
regular meetings of the Board is hereby dispensed with. Notice of special
meetings must be given at least two days in advance if given by mail, or at
least twenty-four hours in advance if delivered personally or given by telephone
or telegram.
Section 8. PLACE OF MEETINGS. All meetings of the Board, whether
annual, regular or special meetings, shall be held at any place within or
without the State of California which has been designated from time to time by
resolution of the Board or in the notice of the meeting. In the absence of such
designation all directors' meetings shall be held at the principal office of the
Company.
Section 9. QUORUM. A majority of the exact number of directors
specified in Section 2 of ARTICLE IV of the Bylaws shall constitute a quorum of
the Board of Directors for the transaction of business; provided, however, that
vacancies on the Board may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director, each such director
to hold office until a successor is elected at an annual or special meeting of
the shareholders.
Section 10. COMPENSATION OF DIRECTORS. Directors and members of
committees appointed by the Board shall receive such compensation, if any, for
their services, and such reimbursement for their expenses as may be fixed or
determined by resolution of the Board. The Board may, however, in any such
resolution provide that directors who are also employees of the Company or any
of its subsidiaries shall not receive additional compensation for services as a
director or member of a committee appointed by the Board.
Section 11. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
AGENTS. The Company shall, to the maximum extent permitted by the General
Corporation Law of California, indemnify each of its directors and officers
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact any such person is or was a director or officer of the Company and shall
advance to such director or officer expenses incurred in defending any such
proceeding to the
3
<PAGE>
maximum extent permitted by such law. For purposes of this section, a "director"
or "officer" of the Company includes any person who is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director or officer of another corporation, or other enterprise, or was a
director or officer of a corporation which was a predecessor corporation of the
Company or of another enterprise at the request of such predecessor corporation.
The Board of Directors may in its discretion provide by resolution for such
indemnification of, or advance of expenses to, other employees or agents of the
Company, and likewise may refuse to provide for such indemnification or advance
of expenses except to the extent such indemnification is mandatory under the
California General Corporation Law.
Section 12. AUTHORITY TO DESIGNATE PLACE OF SHAREHOLDERS' MEETINGS.
The Board is hereby granted full power and authority to designate from time to
time any place within or without the State of California for the holding of any
shareholders' meeting, whether annual or special.
Section 13. COMMITTEES. The Board may, by resolution, appoint one or
more committees, in addition to an Executive Committee and a Management
Committee, to consist of two or more of the directors of the Company, and
prescribe their duties and powers. A majority of the members of any such
committee may determine its action and fix the time and place of its meetings
unless the Board shall otherwise provide. The Board shall have the power at any
time to fill vacancies in, to change the membership of, or to dissolve any such
committee.
Section 14. ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken by the Board or any committee thereof may be taken without
a meeting, if all members of the Board or such committee, as the case may be,
shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board.
Section 15. CONFERENCE CALLS. Members of the Board or any committee
thereof may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another.
ARTICLE V
EXECUTIVE COMMITTEE
Section 1. NUMBER AND COMPOSITION. The Board of Directors shall
appoint from its membership, annually, an Executive Committee of three or more
directors. Included on the Executive Committee shall be the Chief Executive
Officer of the Company. Each member of the Executive Committee shall hold
membership at the pleasure of the Board, which shall have the exclusive power to
fill vacancies thereon as they may occur. The Chairman of the Executive
Committee shall be the Chief Executive Officer of the Company.
4
<PAGE>
Section 2. POWERS. The Executive Committee, during the intervals
between meetings of the Board, shall have and there is hereby granted to it all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Company, except that the Executive Committee shall
not be permitted to fill vacancies on the Board or on any committee, approve any
action for which approval of the shareholders is also required by the California
General Corporation Law, amend or repeal any resolution of the Board which by
its express terms is not so amendable or repealable, or appoint other committees
of the Board or the members thereof or take any other action which may not be
delegated to a committee of the Board under the California General Corporation
Law.
Section 3. PROCEDURE. Two members of the Executive Committee shall
constitute a quorum of the Executive Committee for the transaction of business.
The Executive Committee, by vote of a majority of its members, shall fix its own
times and places of meetings and shall prescribe its own rules of procedure; no
change in which shall be made save by a majority vote of its members.
Section 4. RECORDS AND REPORTS. The Executive Committee shall keep
regular minutes of all business transacted at its meetings, and all action of
the Executive Committee shall be reported to the Board at its next ensuing
meeting.
Section 5. COMPENSATION. Members of the Executive Committee may
receive such compensation, if any, for their services, and such reimbursement
for their expenses, as may be fixed or determined by the Board.
ARTICLE VI
MANAGEMENT COMMITTEE
Section 1. NUMBER AND COMPOSITION. The Board of Directors shall
appoint from its membership, annually, a Management Committee composed of the
directors who are employee officers of the Company. The Chairman of the
Management Committee shall be the Chief Executive Officer of the Company.
Section 2. POWERS. The Management Committee, during the intervals
between meetings of the Board, shall have and there is hereby granted to it all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Company, subject to approval limits established by
resolution of the Board of Directors as deemed appropriate from time to time,
but the Management Committee shall not be permitted to fill vacancies on the
Board or on any committee, appoint officers, approve any action for which
approval is also required by the California General Corporation Law, to amend or
repeal any resolution of the Board or of the Executive Committee which by its
express terms is not so amendable or repealable, or to appoint other committees
of the Board or the members thereof or take any other action which may not be
delegated to a committee of the Board under the California General Corporation
Law.
5
<PAGE>
Section 3. PROCEDURE. Two members of the Management Committee shall
constitute a quorum of the Management Committee for the transaction of business.
The Management Committee, by vote of a majority of its members, shall fix its
own times and places of meetings and shall prescribe its own rules of procedure;
no change in which shall be made save by a majority vote of its members.
Section 4. RECORDS. The Management Committee shall keep regular
minutes of all business transacted at its meetings.
ARTICLE VII
OFFICERS
Section 1. OFFICERS. The officers of the Company shall be a Chief
Executive Officer, a President, a Chief Financial Officer, a Vice President, a
Secretary, a Comptroller, a Treasurer, and a Chief Legal Officer. The Company
may also have, at the discretion of the Board, one or more additional Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and one or more Assistant Comptrollers, and the Board may appoint such other
officers as it may deem necessary or advisable, who shall have such authority
and perform such duties as from time to time may be prescribed by the Board, the
Chairman of the Board, or the Chief Executive Officer. Any two or more offices
may be held by the same person.
Section 2. ELECTION AND REMOVAL. The officers of the Company shall be
chosen annually by the Board at its annual meeting and each shall hold office
until the corresponding annual meeting of the Board in the next year and until a
successor shall be elected and qualified unless such officer shall theretofore
resign or shall be removed or otherwise disqualified to serve. The Board may
remove any officer either with or without cause or under such other terms or
conditions as it may prescribe. Vacancies may be filled by the Board as they
may occur.
Section 3. POWERS AND DUTIES.
(a) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be the
officer, reporting directly to the Board, responsible for overall management of
the Company and shall have general supervision, direction and control over the
business and affairs of the Company and its officers. The Chief Executive
Officer shall be a member of the Executive Committee and of the Management
Committee and in general shall perform all duties incident to the office of
Chief Executive Officer and shall have such powers and duties as may from time
to time be assigned by the Board of Directors or prescribed by the Bylaws.
(b) PRESIDENT. The President in general shall perform all duties
incident to the office of President, and shall have such powers and duties as
may from time to time be assigned by the Board of Directors, the Chief Executive
Officer or prescribed by the Bylaws.
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(c) CHIEF FINANCIAL OFFICER AND VICE PRESIDENTS. The Chief Financial
Officer and each Vice President shall have such authority and shall perform such
duties as shall from time to time be assigned by the Board, the Chief Executive
Officer or prescribed by the Bylaws.
(d) SECRETARY. The Secretary shall keep, or cause to be kept, a book of
minutes, at the principal office and/or such other place or places as the Board
may order, of all meetings of directors and shareholders, with the time and
place of holding, whether regular or special, and if special how authorized, the
notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings thereof.
The Secretary shall keep or cause to be kept at the principal office, or
at the office of the Company's transfer agent, a share register, which may be an
electronic database, showing the names of the shareholders of record and their
addresses, the number and classes of shares held by each, the numbers and dates
of the certificates issued for those shares, and the numbers and dates of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all meetings of
the shareholders and the Board required to be given by the Bylaws or by law.
The Secretary shall have charge of and be custodian of the seal of the Company
and the minute books and documents relating to the existence and governance of
the Company.
The Secretary shall have such other powers and perform such other duties
as may from time to time be prescribed by the Board, the Chairman of the Board,
the Chief Executive Officer or the Bylaws, and shall in general, subject to
control of the Board, the Chairman of the Board and the Chief Executive Officer,
perform all the duties usually incident to the office of secretary of a
corporation.
(e) ASSISTANT SECRETARIES. Each Assistant Secretary shall assist the
Secretary, and in the absence or disability of the Secretary may perform the
duties of the Secretary unless and until the contrary is expressed by the Board,
and shall perform such other duties as shall be prescribed by the Board or the
Secretary.
(f) TREASURER. The Treasurer shall have custody of and be responsible
for all the monies and funds of the Company. The Treasurer shall deposit or
cause to be deposited all Company monies, funds and other valuables in the name
and to the credit of the Company in such bank or banks as shall be proper or as
shall be directed by the Board, the Chief Executive Officer, or the Chief
Financial Officer, and shall disburse the funds of the Company which have been
duly approved for disbursement. The Treasurer shall enter or cause to be
entered regularly in the books of the Company full and accurate accounts of all
monies received and paid out on account of the Company.
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The Treasurer shall have such other powers and perform such other duties
as may from time to time be prescribed by the Board, the Chief Executive
Officer, the Chief Financial Officer or the Bylaws, and shall in general,
subject to control of the Board, the Chief Executive Officer, and the Chief
Financial Officer, perform all the duties usually incident to the office of
treasurer of a corporation.
(g) ASSISTANT TREASURERS. Each Assistant Treasurer shall assist the
Treasurer and, in the absence or disability of the Treasurer, may perform the
duties of Treasurer unless and until the contrary is expressed by the Board, and
shall perform such other duties as may be prescribed by the Board or the
Treasurer.
(h) COMPTROLLER. The Comptroller shall be the principal officer in
charge of the general accounting books, accounting records and forms of the
Company and shall see that all monies and obligations due the Company and all
properties and assets are properly accounted for. The Comptroller shall prepare
the Company's balance sheets, income accounts and other financial statements and
reports, and render to the Board, the Chief Executive Officer, and the Chief
Financial Officer, such periodic reports covering the results of operations of
the Company as may be required by them or any of them.
The Comptroller shall have such other powers and perform such other duties
as may from time to time be prescribed by the Board, the Chief Executive
Officer, the Chief Financial Officer or the Bylaws, and shall in general,
subject to control of the Board, the Chief Executive Officer, and the Chief
Financial Officer, perform all the duties usually incident to the office of
comptroller of a corporation.
(i) ASSISTANT COMPTROLLERS. Each Assistant Comptroller shall assist the
Comptroller and, in the absence or disability of the Comptroller, may perform
the duties of the Comptroller unless and until the contrary is expressed by the
Board, and shall also perform such other duties as shall be prescribed by the
Board or the Comptroller.
(j) CHIEF LEGAL OFFICER. The Chief Legal Officer shall be in charge of
the Company's legal affairs. The Chief Legal Officer shall advise the Board,
the Chairman of the Board and/or the officers of the Company on such legal
matters and prepare such reports as may be required by them or any of them.
ARTICLE VIII
MISCELLANEOUS
Section 1. EXECUTION OF DOCUMENTS. Unless otherwise authorized or
prescribed by the Board of Directors, all contracts, leases, deeds, deeds of
trust, mortgages, bonds, indentures, endorsements, assignments, powers of
attorney to transfer stock or for other purposes, and other documents and
instruments of whatsoever kind shall be executed for and on behalf of the
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Company by the Chief Executive Officer, the President, the Chief Financial
Officer, a Vice President, the Treasurer, or the Comptroller, or by any such
officer and shall be attested by the Secretary or an Assistant Secretary, who
shall have authority to affix the corporate seal to the same.
The Board also may authorize, and delegate to any one or more of the Chief
Executive Officer, the President and the Chief Financial Officer the power to so
authorize, any other officer or officers, employee or employees, or agent or
agents, to execute any contract, document or instrument of whatever kind for and
on behalf of the Company and such authority may be general or be confined to
specific instances.
Section 2. UNDERTAKINGS AND COMMITMENTS. No undertaking, commitment,
contract, instrument or document shall be binding upon the Company unless
previously authorized or subsequently ratified by the Board or executed by an
officer or officers,an employee or employees or an agent or agents of the
Company acting under powers conferred by the Board or by these Bylaws.
Section 3. CHECKS, DRAFTS, ETC. All checks, notes and other
obligations for collection, deposit or transfer, and all checks and drafts for
disbursement from Company funds, and all bills of exchange and promissory notes,
and all acceptances, obligations and other instruments for the payment of money,
shall be endorsed or signed by such officer or officers, employee or employees
or agent or agents as shall be thereunto authorized from time to time by the
Board of Directors, which may delegate the power to so authorize to any one or
more of the Chief Executive Officer, the President and the Chief Financial
Officer.
Section 4. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. Shares
standing in the name of the Company may be voted or represented and all rights
incident thereto may be exercised on behalf of the Company by the Chief
Executive Officer, President, the Chief Financial Officer, a Vice President, the
Secretary, the Treasurer or the Comptroller, or by such other officers upon to
whom the Board of Directors may from time to time confer like powers.
ARTICLE IX
REPEAL OF BYLAWS
Section 1. All existing Bylaws of the Company and all amendments thereto
are hereby repealed.
ARTICLE X
AMENDMENTS
Section 1. POWER OF SHAREHOLDERS. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written assent of shareholders
entitled to exercise a majority of the voting power of the Company.
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Section 2. POWER OF DIRECTORS. Subject to the right of shareholders as
provided in Section 1 of this ARTICLE X to adopt, amend or repeal Bylaws, Bylaws
may be adopted, amended or repealed by the Board of Directors as provided or
permitted by law.
ARTICLE XI
EMERGENCY
Section 1. "Emergency" as used in this Article means disorder,
disturbance or damage caused by war, enemy attack, other warlike acts or by
catastrophe, disaster or other similar emergency condition, which prevents the
conduct and management of the affairs and business of the Company by the Board
of Directors and officers in the manner provided for in other Articles of these
Bylaws. The powers and duties conferred and imposed by this Article, and any
resolutions adopted pursuant hereto, shall be effective only during an
emergency. This Article may be implemented from time to time by resolutions
adopted by the Board of Directors before or during an emergency, or during an
emergency by the emergency Board of Directors constituted and then acting
pursuant hereto. An emergency, once commenced, shall be deemed to continue
until terminated by resolutions adopted for that purpose by the Board of
Directors.
Section 2. If, during an emergency, a majority of the Board of Directors
cannot be found or is unable to act, one-third of the exact number of the Board
of Directors shall constitute a quorum thereof.
Section 3. During any emergency, the officers and employees of the
Company shall continue, so far as possible, to conduct the Company's affairs and
business under the guidance of the Board of Directors acting pursuant to this
Article and in accordance with known orders of governmental authorities.
Section 4. If, during any emergency, a quorum of the Board of Directors,
as provided in Section 3 of this Article, cannot be found or is unable to act,
any three available members of the Executive Committee, including the Chief
Executive Officer, shall be and constitute the Board of Directors, with two
thereof constituting a quorum, and as such shall have and exercise the fullest
power of the Board of Directors for the conduct and management of the affairs
and business of the Company, permitted by law, without the limitations set forth
in Section 2 of ARTICLE V of these Bylaws, provided that such emergency Board of
Directors as so constituted shall comply to the extent practicable under the
circumstances with the provisions of ARTICLE III of these Bylaws relating to
annual and special meetings of shareholders. If three members of the Executive
Committee, including the Chief Executive Officer, are not able to serve, any
three available directors shall be and constitute such emergency Board of
Directors, with two thereof constituting a quorum, for the exercise of the
powers conferred and performance of the duties imposed by this Section 4.
Section 5. If, during any emergency, neither a quorum of the Board of
Directors, as provided in Section 3 of this Article, nor a quorum of the
emergency Board of Directors, as
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provided for in Section 4 of this Article is available to serve, then the powers
conferred and duties imposed by Section 4 shall vest in and devolve upon any
three of (in the following order of priority) available directors, including any
one or more of the Chief Executive Officer, the President and the Chief
Financial Officer, and as many Vice Presidents (or, in case of their inability,
any other officers), in order of seniority, as may be necessary from time to
time to constitute a total of three emergency directors. The Chief Executive
Officer and any other one emergency director shall constitute a quorum of such
emergency Board of Directors for exercise of the powers conferred and
performance of the duties imposed hereunder, but if the Chief Executive Officer
is not available, any two of such emergency directors shall constitute a quorum.
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BYLAWS EXHIBIT 4.2
OF
UNOCAL CORPORATION
ARTICLE I
FISCAL YEAR
Section 1. The fiscal year of Unocal Corporation (hereinafter called the
"Corporation") shall end on the thirty-first day of December of each year.
ARTICLE II
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for the transaction
of business of the Corporation is hereby fixed and located at Unocal Center in
the City of Los Angeles, County of Los Angeles, State of California. The Board
of Directors (hereinafter sometimes called the "Board") is hereby granted full
power and authority to change said principal office from one location to
another.
ARTICLE III
STOCKHOLDERS
Section 1. ANNUAL MEETINGS. The annual meetings of the stockholders
shall be held at 10:00 o'clock A.M. on the fourth Monday in May of each year if
not a legal holiday, for the purpose of electing directors, consideration of
reports of the affairs of the Corporation, and for the transaction of any other
business which is within the powers of the stockholders and properly brought
before the meeting. If the fourth Monday in May is a legal holiday, the annual
meeting of the stockholders shall be held at 10:00 o'clock A.M. on the preceding
or subsequent Monday as fixed by resolution of the Board.
Section 2. NOTICE OF MEETINGS. Written notice of each annual or
special meeting of stockholders shall be given to each stockholder entitled to
vote thereat not less than ten nor more than sixty days before the meeting.
Section 3. PLACE OF MEETINGS. All meetings of stockholders, whether
annual or special, shall be held at the principal office of the Corporation or
at such other place, within or without the State of Delaware, as the Board may
from time to time designate pursuant to authority hereinafter granted it. In
the absence of any such designation stockholders' meetings shall be held at the
principal office of the Corporation.
Section 4. VOTING RIGHTS. Stockholders entitled to vote at stockholder
meetings shall be entitled to one vote for each full share. A fraction of a
share or a fractional interest in a share shall not be entitled to any voting
rights whatsoever.
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Section 5. CONDUCT OF MEETINGS. The decisions of the Chairman of the
Board or officer presiding at all stockholders' meetings shall govern in all
matters relating to the conduct of the meeting.
Section 6. VOTING. Directors shall be divided into three classes with
each director serving a three-year term. At each annual meeting, all directors
of one class shall be elected in accordance with the provisions of ARTICLE
SEVENTH of the Corporation's Certificate of Incorporation by the holders of
shares entitled to vote in the election. A nomination shall be accepted, and
votes cast for a proposed nominee shall be counted by the inspectors of
election, only if the Secretary of the Corporation has received at least 30 days
prior to the meeting a statement over the signature of the proposed nominee that
such person consents to being a nominee and, if elected, intends to serve as a
director. Such statement shall also contain the Unocal stock ownership of the
proposed nominee, occupations and business history for the previous five years,
other directorships, names of business entities in which the proposed nominee
owns a 10 percent or more equity interest, listing of any criminal convictions,
including federal or state securities violations, and all other information
required by the federal proxy rules in effect at the time the proposed nominee
submits said statement.
Section 7. NOTICE OF STOCKHOLDER BUSINESS. At any meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before a meeting, business
must be (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (c)
otherwise properly brought before the meeting by a stockholder. For business to
be properly brought before the meeting by a stockholder, the Secretary must have
received written notice at least thirty (30) days prior to the meeting. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and the number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the Bylaws to the
contrary, no business shall be conducted at a meeting except in accordance with
the procedures set forth herein.
Section 8. QUORUM. The holders of one-third (1/3) of all of the
outstanding shares of the stock of the Corporation entitled to vote at a meeting
of stockholders, present in person or by proxy, shall constitute a quorum for
the transaction of any business at such meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. POWERS. Subject to the limitations of the Certificate of
Incorporation of the Corporation and of the Delaware General Corporation Law as
to action which shall be authorized or approved by the stockholders, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed by, the Board of
Directors.
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Section 2. NUMBER. The exact number of directors of the Corporation
shall be twelve until changed in the manner provided by law.
Section 3. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Board shall
appoint a Chairman, who shall preside at all meetings of the Board of Directors
and shall have such other powers and duties as may from time to time be assigned
by the Board of Directors or prescribed by the Bylaws. The Board may also
appoint a Vice Chairman, who shall preside at all meetings of the Board of
Directors in the absence of the Chairman and shall have such other powers and
duties as may from time to time be assigned by the Board of Directors or
prescribed by the Bylaws.
Section 4. ANNUAL MEETINGS. Immediately following each annual meeting
of stockholders, the Board shall hold its annual meeting for the purpose of
organization, election of officers and the transaction of any other business.
Section 5. REGULAR MEETINGS. Regular meetings of the Board shall be
held at the times and on the dates fixed by resolution of the Board.
Section 6. SPECIAL MEETINGS. Special meetings of the Board for any
purpose or purposes whatsoever may be called by the Chairman of the Board or the
Chief Executive Officer or, in the absence or inability of either of them, by
the President, the Chief Financial Officer, or by at least two of the directors
at the time in office.
Section 7. NOTICE OF MEETINGS. Notice of annual meetings and of
regular meetings of the Board is hereby dispensed with. Notice of special
meetings must be given at least two days in advance if given by mail, or at
least twenty-four hours in advance if delivered personally or given by telephone
or telegram.
Section 8. PLACE OF MEETINGS. All meetings of the Board, whether
annual, regular or special meetings, shall be held at any place within or
without the State of Delaware which has been designated from time to time by
resolution of the Board or in the notice of the meeting. In the absence of such
designation all directors' meetings shall be held at the principal office of the
Corporation.
Section 9. QUORUM. A majority of the exact number of directors
specified in Section 2 of ARTICLE IV of the Bylaws shall constitute a quorum of
the Board of Directors for the transaction of business; provided, however, that
vacancies on the Board may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director, each such director
to hold office until a successor is elected at an annual or special meeting of
the stockholders.
Section 10. COMPENSATION OF DIRECTORS. Directors and members of
committees appointed by the Board shall receive such compensation, if any, for
their services, and such reimbursement for their expenses, as may be fixed or
determined by resolution of the Board. The Board may, however, in any such
resolution provide that directors who are also employees of the
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Corporation or any of its subsidiaries shall not receive additional compensation
for services as a director or member of a committee appointed by the Board.
Section 11. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
AGENTS.
(a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee, or
agent or in any other capacity while serving as a director, officer, employee,
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith; and, such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; PROVIDED,
HOWEVER, that, except as provided in paragraph (b) hereof, with respect to
proceedings seeking to enforce rights to indemnification, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the board of directors of the Corporation.
The right to indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition;
PROVIDED, HOWEVER, that, if the Delaware General Corporation Law requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer, including
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, to the extent authorized from time to time by its board of
directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.
(b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within sixty (60) days after
a written claim has been received by the Corporation, except in the case of a
claim for expenses incurred in a proceeding in advance of its final disposition
in which case the applicable period shall be twenty (20) days, the
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claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of providing such defense shall be on the Corporation. Neither the failure of
the Corporation (including its board of directors, its independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its board of directors, its independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
(c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
(d) INSURANCE. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee, or agent of the
Corporation or another corporation, partnership, joint venture, trust, or other
enterprise against any such expense, liability, or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
Section 12. AUTHORITY TO DESIGNATE PLACE OF STOCKHOLDERS' MEETINGS.
The Board is hereby granted full power and authority to designate from time to
time any place within or without the State of Delaware for the holding of any
stockholders' meeting.
Section 13. COMMITTEES. The Board may, by resolution, appoint one or
more committees, in addition to an Executive Committee and a Management
Committee, to consist of two or more of the directors of the Corporation, and
prescribe their duties and powers. A majority of the members of any such
committee may determine its action and fix the time and place of its meetings
unless the Board shall otherwise provide. The Board shall have the power at any
time to fill vacancies in, to change the membership of, or to dissolve any such
committee.
Section 14. ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken by the Board or any committee thereof may be taken without
a meeting, if all members of the Board or such committee, as the case may be,
shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board.
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Section 15. CONFERENCE CALLS. Members of the Board or any committee
thereof may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another.
ARTICLE V
EXECUTIVE COMMITTEE
Section 1. NUMBER AND COMPOSITION. The Board of Directors shall
appoint from its membership, annually, an Executive Committee of three or more
directors. Included on the Executive Committee shall be the Chief Executive
Officer of the Corporation. Each member of the Executive Committee shall hold
membership at the pleasure of the Board, which shall have the exclusive power to
fill vacancies thereon as they may occur. The Chairman of the Executive
Committee shall be the Chief Executive Officer of the Corporation.
Section 2. POWERS. The Executive Committee, during the intervals
between meetings of the Board, shall have and there is hereby granted to it all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, except that the Executive Committee
shall not be permitted to fill vacancies on the Board or on any committee,
approve any action for which stockholder approval is also required by the
Delaware General Corporation Law, amend or repeal any resolution of the Board
which by its express terms is not so amendable or repealable, or appoint other
committees of the Board or the members thereof and shall not have any powers
restricted by Section 141(c) of the Delaware General Corporation Law unless the
Board shall have specifically delegated authority to the Executive Committee to
take action with respect to a matter listed in such Section as permitted to be
so delegated.
Section 3. PROCEDURE. Two members of the Executive Committee shall
constitute a quorum of the Executive Committee for the transaction of business.
The Executive Committee, by vote of a majority of its members, shall fix its own
times and places of meetings and shall prescribe its own rules of procedure; no
change in which shall be made save by a majority vote of its members.
Section 4. RECORDS AND REPORTS. The Executive Committee shall keep
regular minutes of all business transacted at its meetings, and all action of
the Executive Committee shall be reported to the Board at its next ensuing
meeting.
Section 5. COMPENSATION. Members of the Executive Committee may
receive such compensation, if any, for their services, and such reimbursement
for their expenses, as may be fixed or determined by the Board.
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ARTICLE VI
MANAGEMENT COMMITTEE
Section 1. NUMBER AND COMPOSITION. The Board of Directors shall
appoint from its membership, annually, a Management Committee composed of the
directors who are salaried officers of the Corporation. The Chairman of the
Management Committee shall be the Chief Executive Officer of the Corporation.
Section 2. POWERS. The Management Committee, during the intervals
between meetings of the Board, shall have and there is hereby granted to it all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, subject to approval limits established
by resolution of the Board of Directors as deemed appropriate from time to time,
but the Management Committee shall not be permitted to fill vacancies on the
Board or on any committee, appoint officers, approve any action for which
stockholder approval is also required by the Delaware General Corporation Law,
amend or repeal any resolution of the Board or of the Executive Committee, which
by its express terms is not so amendable or repealable, or appoint other
committees of the Board or the members thereof and shall not have any powers
restricted by Section 141(c) of the Delaware General Corporation Law unless the
Board shall have specifically delegated authority to the Management Committee to
take action with respect to a matter listed in such Section as permitted to be
so delegated.
Section 3. PROCEDURE. Two members of the Management Committee shall
constitute a quorum of the Management Committee for the transaction of business.
The Management Committee, by vote of a majority of its members, shall fix its
own times and places of meetings, and shall prescribe its own rules of
procedure; no change in which shall be made save by a majority vote of its
members.
Section 4. RECORDS. The Management Committee shall keep regular
minutes of all business transacted at its meetings.
ARTICLE VII
OFFICERS
Section 1. OFFICERS. The officers of the Corporation shall be a Chief
Executive Officer, a President, a Chief Financial Officer, a Vice President, a
Secretary, a Comptroller, a Treasurer, and a Chief Legal Officer. The
Corporation may also have, at the discretion of the Board, one or more
additional Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and one or more Assistant Comptrollers, and the Board may
appoint such other officers as it may deem necessary or advisable, who shall
have such authority and perform such duties as from time to time may be
prescribed by the Board, the Chairman of the Board, or the Chief Executive
Officer. Any two or more offices may be held by the same person.
Section 2. ELECTION AND REMOVAL. The officers of the Corporation shall
be chosen annually by the Board at its annual meeting and each shall hold office
until the corresponding
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annual meeting of the Board in the next year and until a successor shall be
elected and qualified unless such officer shall theretofore resign or shall be
removed or otherwise disqualified to serve. The Board may remove any officer
either with or without cause or under such other terms or conditions as it may
prescribe. Vacancies may be filled by the Board as they may occur.
Section 3. POWERS AND DUTIES.
(a) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be the
officer, reporting directly to the Board, responsible for overall management of
the Corporation and shall have general supervision, direction and control over
the business and affairs of the Corporation and its officers. The Chief
Executive Officer shall be a member of the Executive Committee and of the
Management Committee and in general shall perform all duties incident to the
office of Chief Executive Officer and shall have such powers and duties as may
from time to time be assigned by the Board of Directors or prescribed by the
Bylaws.
(b) PRESIDENT. The President in general shall perform all duties
incident to the office of President, and shall have such powers and duties as
may from time to time be assigned by the Board of Directors, the Chief Executive
Officer or prescribed by the Bylaws.
(c) CHIEF FINANCIAL OFFICER AND VICE PRESIDENTS. The Chief Financial
Officer and each Vice President shall have such authority and shall perform such
duties as shall from time to time be assigned by the Board, the Chief Executive
Officer or prescribed by the Bylaws.
(d) SECRETARY. The Secretary shall keep, or cause to be kept, a book of
minutes, at the principal office and/or such other place or places as the Board
may order, of all meetings of directors and stockholders, with the time and
place of holding, whether regular or special, and if special how authorized, the
notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at stockholders' meetings, and the
proceedings thereof.
The Secretary shall keep or cause to be kept at the principal office, or
at the office of the Corporation's transfer agent, a stock register, which may
be an electronic database, showing the names of the stockholders of record and
their addresses, the number and classes of shares held by each, the numbers and
dates of the certificates issued for those shares, and the numbers and dates of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all meetings of
the stockholders and the Board required to be given by the Bylaws or by law.
The Secretary shall have charge of and be custodian of the seal of the
Corporation and the minute books and documents relating to the existence and
governance of the Corporation.
The Secretary shall have such other powers and perform such other duties
as may from time to time be prescribed by the Board, the Chairman of the Board,
the Chief Executive Officer or the Bylaws, and shall in general, subject to
control of the Board, the Chairman of the Board
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and the Chief Executive Officer, perform all the duties usually incident to the
office of secretary of a corporation.
(e) ASSISTANT SECRETARIES. Each Assistant Secretary shall assist the
Secretary, and in the absence or disability of the Secretary may perform the
duties of the Secretary unless and until the contrary is expressed by the Board,
and shall perform such other duties as shall be prescribed by the Board or the
Secretary.
(f) TREASURER. The Treasurer shall have custody of and be responsible
for all the monies and funds of the Corporation. The Treasurer shall deposit or
cause to be deposited all Corporation monies, funds and other valuables in the
name and to the credit of the Corporation in such bank or banks as shall be
judged proper or as shall be directed by the Board, the Chief Executive Officer,
or the Chief Financial Officer, and shall disburse the funds of the Corporation
which have been duly approved for disbursement. The Treasurer shall enter or
cause to be entered regularly in the books of the Corporation full and accurate
accounts of all monies received and paid out on account of the Corporation.
The Treasurer shall have such other powers and perform such other duties
as may from time to time be prescribed by the Board, the Chief Executive
Officer, the Chief Financial Officer or the Bylaws, and shall in general,
subject to control of the Board, the Chief Executive Officer, and the Chief
Financial Officer, perform all the duties usually incident to the office of
treasurer of a corporation.
(g) ASSISTANT TREASURERS. Each Assistant Treasurer shall assist the
Treasurer and, in the absence or disability of the Treasurer, may perform the
duties of Treasurer unless and until the contrary is expressed by the Board, and
shall perform such other duties as may be prescribed by the Board or the
Treasurer.
(h) COMPTROLLER. The Comptroller shall be the principal officer in
charge of the general accounting books, accounting records and forms of the
Corporation and shall see that all monies and obligations due the Corporation
and all properties and assets are properly accounted for. The Comptroller shall
prepare the Corporation's balance sheets, income accounts and other financial
statements and reports, and render to the Board, the Chief Executive Officer,
and the Chief Financial Officer, such periodic reports covering the results of
operations of the Corporation as may be required by them or any of them.
The Comptroller shall have such other powers and perform such other duties
as may from time to time be prescribed by the Board, the Chief Executive
Officer, the Chief Financial Officer or the Bylaws and shall in general, subject
to control of the Board, the Chief Executive Officer, and the Chief Financial
Officer, perform all the duties usually incident to the office of comptroller of
a corporation.
(i) ASSISTANT COMPTROLLERS. Each Assistant Comptroller shall assist the
Comptroller and, in the absence or disability of the Comptroller, may perform
the duties of the Comptroller unless
9
<PAGE>
and until the contrary is expressed by the Board, and shall also perform such
other duties as shall be prescribed by the Board or the Comptroller.
(j) CHIEF LEGAL OFFICER. The Chief Legal Officer shall be in charge of
the Corporation's legal affairs. The Chief Legal Officer shall advise the
Board, the Chairman of the Board and/or the officers of the Corporation on such
legal matters and prepare such reports as may be required by them or any of
them.
ARTICLE VIII
MISCELLANEOUS
Section 1. EXECUTION OF DOCUMENTS. Unless otherwise authorized or
prescribed by the Board of Directors, all contracts, leases, deeds, deeds of
trust, mortgages, bonds, indentures, endorsements, assignments, powers of
attorney, and other documents and instruments of whatsoever kind shall be
executed for and on behalf of the Corporation by the Chief Executive Officer,
the President, the Chief Financial Officer, a Vice President, the Treasurer, or
the Comptroller, or by any such officer and shall be attested by the Secretary
or an Assistant Secretary, who shall have authority to affix the corporate seal
to the same.
The Board also may authorize, and delegate to any one or more of the Chief
Executive Officer, the President and the Chief Financial Officer the power to so
authorize, any other officer or officers, employee or employees, or agent or
agents, to execute any contract, document or instrument of whatever kind for and
on behalf of the Corporation and such authority may be general or be confined to
specific instances.
Section 2. UNDERTAKINGS AND COMMITMENTS. No undertaking, commitment,
contract, instrument or document shall be binding upon the Corporation unless
previously authorized or subsequently ratified by the Board or executed by an
officer or officers, an employee or employees or an agent or agents of the
Corporation acting under powers conferred by the Board or by these Bylaws.
Section 3. CHECKS, DRAFTS, ETC. All checks, notes and other
obligations for collection, deposit or transfer, and all checks and drafts for
disbursement from Corporation funds, and all bills of exchange and promissory
notes, and all acceptances, obligations and other instruments for the payment of
money, shall be endorsed or signed by such officer or officers, employee or
employees or agent or agents as shall be thereunto authorized from time to time
by the Board of Directors, which may delegate the power to so authorize to any
one or more of the Chief Executive Officer, the President and the Chief
Financial Officer.
Section 4. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. Shares
standing in the name of the Corporation may be voted or represented and all
rights incident thereto may be exercised on behalf of the Corporation by the
Chief Executive Officer, the President, the Chief Financial Officer, a Vice
President, the Secretary, the Treasurer or the Comptroller, or by such other
officers upon whom the Board of Directors may from time to time confer like
powers.
10
<PAGE>
ARTICLE IX
AMENDMENTS TO BYLAWS
Section 1. POWER OF STOCKHOLDERS. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote of seventy-five percent of the
outstanding stock of the Corporation entitled to vote thereon.
Section 2. POWER OF DIRECTORS. Subject to the right of stockholders as
provided in Section 1 of this ARTICLE IX to adopt, amend or repeal Bylaws,
Bylaws may be adopted, amended or repealed by the Board of Directors as provided
or permitted by law; however, any Bylaw amendment adopted by the Board of
Directors increasing or reducing the authorized number of directors or amending
this section shall require a resolution adopted by the affirmative vote of not
less than seventy-five percent of the directors.
ARTICLE X
EMERGENCY
Section 1. "Emergency" as used in this Article means disorder,
disturbance or damage caused by war, enemy attack, other warlike acts or by
catastrophe, disaster or other similar emergency condition, which prevents the
conduct and management of the affairs and business of the Corporation by the
Board of Directors and officers in the manner provided for in other Articles of
these Bylaws. The powers and duties conferred and imposed by this Article, and
any resolutions adopted pursuant hereto, shall be effective only during an
emergency. This Article may be implemented from time to time by resolutions
adopted by the Board of Directors before or during an emergency, or during an
emergency by the emergency Board of Directors constituted and then acting
pursuant hereto. An emergency, once commenced, shall be deemed to continue
until terminated by resolutions adopted for that purpose by the Board of
Directors.
Section 2. If, during an emergency, a majority of the Board of Directors
cannot be found or is unable to act, one-third of the exact number of the Board
of Directors shall constitute a quorum thereof.
Section 3. During any emergency, the officers and employees of the
Corporation shall continue, so far as possible, to conduct the Corporation's
affairs and business under the guidance of the Board of Directors acting
pursuant to this Article and in accordance with known orders of governmental
authorities.
Section 4. If, during any emergency, a quorum of the Board of Directors,
as provided in Section 3 of this Article, cannot be found or is unable to act,
any three available members of the Executive Committee, including the Chief
Executive Officer, shall be and constitute the Board of Directors, with two
thereof constituting a quorum, and as such shall have and exercise the fullest
power of the Board of Directors for the conduct and management of the affairs
and business of the Corporation, permitted by law, without the limitations set
forth in Section 2 of ARTICLE V of these Bylaws, provided that such emergency
Board of Directors as so constituted shall comply to the extent practicable
under the circumstances with the provisions of ARTICLE
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<PAGE>
III of these Bylaws relating to annual and special meetings of stockholders. If
three members of the Executive Committee, including the Chief Executive Officer,
are not able to serve, any three available directors shall be and constitute
such emergency Board of Directors, with two thereof constituting a quorum, for
the exercise of the powers conferred and performance of the duties imposed by
this Section 4.
Section 5. If, during any emergency, neither a quorum of the Board of
Directors, as provided in Section 3 of this Article, nor a quorum of the
emergency Board of Directors, as provided for in Section 4 of this Article is
available to serve, then the powers conferred and duties imposed by Section 4
shall vest in and devolve upon any three of (in the following order of priority)
available directors, including any one or more of the Chief Executive Officer,
the President and the Chief Financial Officer, and as many Vice Presidents (or,
in case of their inability, any other officers), in order of seniority, as may
be necessary from time to time to constitute a total of three emergency
directors. The Chief Executive Officer and any other one emergency director
shall constitute a quorum of such emergency Board of Directors for exercise of
the powers conferred and performance of the duties imposed hereunder, but if the
Chief Executive Officer is not available, any two of such emergency directors
shall constitute a quorum.
12
<PAGE>
EXHIBIT 4.6
---------------------------------------------------------
UNION OIL COMPANY OF CALIFORNIA,
as Issuer
UNOCAL CORPORATION,
as Guarantor
and
CHEMICAL TRUST COMPANY OF CALIFORNIA,
as Trustee
------------------------------
Senior Debt Securities
------------------------------
Indenture
-------------------------------
Dated as of _______, 1994
--------------------------------
---------------------------------------------------------
<PAGE>
THIS INDENTURE, dated as of ________, 1994 (the "Indenture"), is among
Union Oil Company of California, a corporation duly organized and existing under
the laws of the State of California (herein called the "Company"), Unocal
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Guarantor"), and Chemical Trust Company of
California, a corporation duly organized and existing under the laws of the
state of California, as Trustee (herein called the "Trustee").
WITNESSETH:
WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes, bonds or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided;
WHEREAS, the Guarantor has duly authorized the execution and delivery
of this Indenture and its guarantee of the Securities (the "Guarantees") as
provided herein;
WHEREAS, all acts and things necessary to make the Securities, when
executed by the Company and authenticated and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal obligations of the
Company, and to constitute this Indenture a valid indenture and agreement
according to its terms, have been done and performed, and the execution of this
Indenture and the issuance hereunder of the Securities have in all respects been
duly authorized;
WHEREAS, all acts and things necessary to make the Guarantees of the
Securities, when executed by the Guarantor and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal obligations of the
Guarantor, and to constitute each such Guarantee a valid guarantee and agreement
according to its terms, have been done and performed, and the execution by the
Guarantor of this Indenture has in all respects been duly authorized; and
WHEREAS, all things necessary to make this Indenture a valid agreement
of the Company and the Guarantor, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:
PARAGRAPH A. INCORPORATION BY REFERENCE
Articles One through Fifteen and Article Seventeen and all exhibits of
the Union Oil Company of California and Unocal Corporation Standard Multiple-
Series Indenture Provisions, January 1991, dated and filed with the Securities
and Exchange Commission on January 2, 1991 (herein called the "Standard
Provisions"), a copy of which is attached hereto as Annex "A," are hereby
incorporated herein by reference with the same force and effect as though fully
set out herein, except that:
(i) SECTION 1.01 DEFINITIONS. "Officers' Certificate" and "Request"
and "Order" are amended to read in full as follows:
"Officers' Certificate" shall mean a certificate, in the case of the
Company or the Guarantor, signed in the name of the Company or the Guarantor by
its respective Chairman of the Board, Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer, any Vice President (whether or not
designated by a number or word or words added before or after the title Vice
President), or Treasurer or an Assistant Treasurer, and by its respective
Secretary or an Assistant Secretary, or its respective Comptroller or an
Assistant Comptroller, as the case may be, and delivered to the Trustee.
1
<PAGE>
"Request" and "Order" mean, where used with reference to the Company
or the Guarantor, a written request or order signed in the name of the Company
or the Guarantor by its respective Chairman of the Board, Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer, any Vice
President (whether or not designated by a number or word or words added before
or after the title Vice President), or Treasurer or an Assistant Treasurer, or
by its respective Secretary or an Assistant Secretary, or its respective
Comptroller or an Assistant Comptroller, as the case may be, and delivered to
the Trustee.
(ii) SECTION 2.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. is
amended to read in full as follows:
SECTION 2.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, its Chief Operating Officer,
its Chief Financial Officer, one of its Vice Presidents (whether or not
designated by a number or word or words added before or after the title Vice
President), its Treasurer or an Assistant Treasurer under its corporate seal
reproduced thereon (which may be by facsimile) and attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile. Any Coupons shall be executed on behalf
of the Company by the manual or facsimile signature of any such officer of the
Company. The Guarantees shall be endorsed upon the reverse of all Securities
authenticated pursuant to this Indenture and shall be executed on behalf of the
Guarantor by its Chairman of the Board, its Chief Executive Officer, its
President, its Chief Operating Officer, its Chief Financial Officer, one of its
Vice Presidents (whether or not designated by a number or word or words added
before or after the title Vice President), its Treasurer or an Assistant
Treasurer under its corporate seal reproduced thereon (which may be by
facsimile) and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Guarantees may be manual or
facsimile.
Securities, Coupons and Guarantees bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company or the Guarantor shall bind the Company or the Guarantor, as the case
may be, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Securities or did
not hold such offices at the date of such Securities.
At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any Coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with the Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that
definitive Bearer Securities may only be delivered at an office or agency
outside the United States in exchange for a portion of a Bearer Security in
temporary global form of equal aggregate principal amount and series and only if
(x) prior to such delivery, the owner of such Bearer Security or a financial
institution or clearing organization through which the owner holds such Bearer
Security directly or indirectly, shall have furnished a certificate in the form
set forth in Exhibit A.1 to this Indenture (which certificate and all other
certificates to this Indenture may be changed by the Company and the Guarantor
pursuant to an Officers' Certificate), dated no earlier than 15 days prior to
the date on which Euro-clear or CEDEL S.A. (or such other entity performing
similar functions as selected by the Company and approved by the Trustee in its
reasonable discretion), as the case may be, furnishes to the Common Depositary,
in accordance with the procedures established in Section 2.04, a certificate in
the form set forth in Exhibit A.2 to this Indenture that relates to all or such
portion of such temporary global Security, and (y) the Person to whom such
certificate is provided does not know or have reason to know that the
information contained in such certificate is false. A confirmation in the form
set forth in Exhibit A.5 to this Indenture shall be sent to each purchaser of a
Bearer Security. If any Bearer Security shall initially be represented by a
portion of a temporary global Security, then, for purposes of this Section and
Section 2.04, the notation of a beneficial owner's interest therein upon
exchange for a portion of a permanent global Security shall be deemed to be
delivery of such beneficial owner's interest in such permanent global Security.
Except as permitted by Section 2.06, the Trustee shall not authenticate and
deliver any Bearer Security unless all appurtenant Coupons for interest then
matured have been detached and cancelled.
2
<PAGE>
If the forms or terms of the Securities of the series and any related
Coupons have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 2.13 and 2.01, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 8.01) shall be fully protected in relying upon, an Opinion of Counsel
stating:
a. if the forms of such Securities and any Coupons have been
established by or pursuant to a Board Resolution as permitted by
Section 2.13, that such forms have been established in conformity with the
provisions of this Indenture;
b. if the terms of such Securities and any Coupons have been
established by or pursuant to a Board Resolution as permitted by
Section 2.01, that such terms have been established in conformity with the
provisions of this Indenture; and
c. that such Securities, together with any Coupons appertaining
thereto, and the Guarantees when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Company and the Guarantor, entitled to the
benefits of the Indenture and enforceable in accordance with their terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting the
enforcement of creditors' rights and to general equity principles.
If such forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 2.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 2.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.
Each Registered Security shall be dated the date of its
authentication; and each Bearer Security and any Bearer Security in global form
shall be dated as of the date of original issuance of the indebtedness evidenced
by such Bearer Security.
No Security or Coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security, or the Security to which such Coupon appertains, a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been duly authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 2.08 together with a written
statement (which need not comply with Section 15.06 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.
3
<PAGE>
(iii) SECTION 7.02. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE. is amended to read in full as follows:
SECTION 7.02. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that (1) in case it shall default in the payment
of any installment of interest on any Security, or Coupon, as and when the same
shall become due and payable, and such default shall have continued for a period
of thirty days (unless a different period is provided for with respect to such
Security), or (2) in case it shall default in the payment of the principal of
(or premium, if any, on) any of the Securities when the same shall have become
payable, whether upon Maturity of such Securities or upon declaration or
otherwise, then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of such Securities and Coupons, if any,
the whole amount that then shall have become due and payable on all such
Securities and Coupons, if any, for principal (and premium, if any), or
interest, or both, as the case may be, with interest upon the overdue principal
(and premium, if any) and (to the extent that payment of such interest is
enforceable under applicable law) upon overdue installments of interest at the
rate borne by such Securities and Coupons, if any, and, in addition thereto,
such further amount as shall be sufficient to cover all sums due the Trustee and
each predecessor Trustee under Section 8.06.
In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce such
judgment or final decree against the Company, the Guarantor or other obligor
upon such Securities and Coupons, if any, and collect in the manner provided by
law out of the property of the Company, the Guarantor or other obligor upon such
Securities and Coupons, if any, wherever situated, the moneys adjudged or
decreed to be payable.
In case there shall be pending proceedings in bankruptcy or for the
reorganization of the Company, the Guarantor or any other obligor upon the
Securities and Coupons, if any, of any series under Title 11 of the United
States Code, as now constituted or hereafter in effect, or any other applicable
bankruptcy, insolvency or other similar law relative to the Company, the
Guarantor or to such other obligor, its creditors or its property, or in case a
receiver or trustee shall have been appointed for its property, or in case of
any other judicial proceedings relative to the Company, the Guarantor or other
obligor upon the Securities and Coupons, if any, of such series, its creditors
or its property, the Trustee, irrespective of whether the principal of the
Securities of such series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section 7.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal (and premium,
if any) and interest owing and unpaid in respect of the Securities and Coupons,
if any, of such series, and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for sums due the Trustee and each predecessor Trustee under Section 8.06)
and of the Securityholders allowed in any judicial proceedings relative to any
obligor upon the Securities and Coupons, if any, of such series, its creditors
or its property and to collect and receive any moneys or other property payable
or deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf;
and any receiver, liquidator, trustee, custodian or assignee under any of the
provisions of Title 11 of the United States Code, as now constituted or
hereafter in effect, is hereby authorized by each of the Securityholders to make
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of payments directly to the Securityholders, to pay to the Trustee such
amount as shall be sufficient to cover all sums due the Trustee and each
predecessor Trustee under Section 8.06.
All rights of action and of asserting claims under this Indenture or
under any of the Securities and Coupons, if any, of any series may be enforced
by the Trustee without the possession of any of the Securities and Coupons, if
any, of that series or the production thereof at any trial or other proceedings
relative thereto, and any such action or proceedings instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for all amounts due the Trustee and
each
4
<PAGE>
predecessor Trustee under Section 8.06, be for the ratable benefit of the
Holders of the Securities and Coupons, if any, of such series.
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to, or accept or adopt on behalf of any Securityholder, any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Securityholder, or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.
In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.
(iv) SECTION 8.06. COMPENSATION AND REIMBURSEMENT. is amended to read
in full as follows:
SECTION 8.06. COMPENSATION AND REIMBURSEMENT. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed upon in writing (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), and, except as otherwise expressly provided
herein, the Company will pay or reimburse the Trustee upon its request for all
costs and expenses of collection and all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and agents) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify each of the Trustee and any predecessor
Trustee for, and to hold each of them harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Trustee or
such predecessor Trustee, as the case may be, arising out of or in connection
with the acceptance or administration of this trust and its duties hereunder,
including the reasonable cost and expense of defending itself against any claim
of liability in connection with the exercise or performance of its powers or
duties hereunder. The obligations of the Company under this Section 8.06 to
compensate and indemnify the Trustee and any predecessor Trustee and to pay or
reimburse the Trustee for costs of collection and expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. Such additional indebtedness
shall be secured by a senior claim to which the Securities are hereby made
subordinate upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Securities.
(v) SECTION 8.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. is amended
in full to read as follows:
SECTION 8.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. The Trustee
hereunder shall at all times be a corporation organized and doing business under
the laws of the United States or of any State or of the District of Columbia,
authorized under such laws to exercise corporate trust powers, either (a) having
a combined capital and surplus of at least fifty million dollars ($50,000,000)
or (b) having a combined capital and surplus of at least ten million dollars
($10,000,000) and being a wholly-owned subsidiary of a corporation having a
combined capital and surplus of at least fifty million dollars ($50,000,000),
and in each case subject to supervision or examination by Federal, State or
District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 8.09, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 8.09, the Trustee
shall resign immediately in the manner and with the effect specified in
Section 8.10. Neither the Company, the Guarantor, any other obligor upon the
Securities, nor any person directly or indirectly controlling, controlled by, or
under common control with such obligor shall serve as Trustee under this
Indenture.
5
<PAGE>
PARAGRAPH B. ADDITIONAL PROVISION
--------------------
The following provision, which constitutes part of this Indenture, is
numbered to conform with the format of the Standard Provisions:
SECTION 8.16. At the date of this Indenture, the Corporate Trust
Office of the Trustee is located at 300 South Grand Avenue, Los Angeles,
California 90071.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
UNION OIL COMPANY OF CALIFORNIA
By:
------------------------------------
Name:
Title:
[SEAL]
Attest:
- ----------------------------------
Name:
Title:
UNOCAL CORPORATION
By
------------------------------------
Name:
Title:
[SEAL]
Attest:
- ----------------------------------
Name:
Title:
CHEMICAL TRUST COMPANY OF CALIFORNIA
By
------------------------------------
Name:
Title:
[SEAL]
Attest:
- ----------------------------------
Name:
Title:
7
<PAGE>
STATE OF CALIFORNIA )
) SS.:
COUNTY OF LOS ANGELES )
On ________, 1994, before me, the undersigned, a Notary Public in and
for said State, personally appeared ________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person who executed the within instrument as the
_________________________________________, and
_________________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person who executed the within
instrument as the ____________________________________ of the Corporation that
executed the within instrument and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its
board of directors.
WITNESS my hand and official seal.
Signature
---------------------------------------
Notary Public
STATE OF CALIFORNIA )
) SS.:
COUNTY OF LOS ANGELES )
On ________, 1994, before me, the undersigned, a Notary Public in and
for said State, personally appeared ________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person who executed the within instrument as the
_________________________________________, and
_________________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person who executed the within
instrument as the ____________________________________ of the Corporation that
executed the within instrument and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its
board of directors.
WITNESS my hand and official seal.
Signature
---------------------------------------
Notary Public
8
<PAGE>
STATE OF CALIFORNIA )
) SS.:
COUNTY OF _____________ )
On ________, 1994, before me, the undersigned, a Notary Public in and
for said State, personally appeared ________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person who executed the within instrument as the
_________________________________________, and
_________________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person who executed the within
instrument as the ____________________________________ of the Corporation that
executed the within instrument and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its
board of directors.
WITNESS my hand and official seal.
Signature
---------------------------------------
Notary Public
9
<PAGE>
EXHIBIT 4.7
------------------------------------------------------
UNION OIL COMPANY OF CALIFORNIA,
as Issuer
UNOCAL CORPORATION,
as Guarantor
and
_____________________________________________________,
as Trustee
-----------------------------
Subordinated Debt Securities
----------------------------
Indenture
-----------------------------
Dated as of _______ __, 199___
------------------------------
------------------------------------------------------
<PAGE>
THIS INDENTURE, dated as of _______________, 199__ (the "Indenture"),
is among Union Oil Company of California, a corporation duly organized and
existing under the laws of the State of California (herein called the
"Company"), Unocal Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Guarantor"), and
_______________________________________________________________________, as
Trustee (herein called the "Trustee").
WITNESSETH:
WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes, bonds or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided;
WHEREAS, the Guarantor has duly authorized the execution and delivery
of this Indenture and its guarantee of the Securities (the "Guarantees") as
provided herein;
WHEREAS, all acts and things necessary to make the Securities, when
executed by the Company and authenticated and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal obligations of the
Company, and to constitute this Indenture a valid indenture and agreement
according to its terms, have been done and performed, and the execution of this
Indenture and the issuance hereunder of the Securities have in all respects been
duly authorized;
WHEREAS, all acts and things necessary to make the Guarantees of the
Securities, when executed by the Guarantor and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal obligations of the
Guarantor, and to constitute each such Guarantee a valid guarantee and agreement
according to its terms, have been done and performed, and the execution by the
Guarantor of this Indenture has in all respects been duly authorized; and
WHEREAS, all things necessary to make this Indenture a valid agreement
of the Company and the Guarantor, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:
PARAGRAPH A. INCORPORATION BY REFERENCE
Articles One through Seventeen (except for Sections 5.04 and 5.05 of
Article Five) and all exhibits of the Union Oil Company of California and Unocal
Corporation Standard Multiple-Series Indenture Provisions, January 1991, dated
and filed with the Securities and Exchange Commission on January 2, 1991 (herein
called the "Standard Provisions"), a copy of which is attached hereto as Annex
"A," are hereby incorporated herein by reference with the same force and effect
as though fully set out herein, except that:
(i) SECTION 1.01 DEFINITIONS. "Officers' Certificate" and "Request"
and "Order" are amended to read in full as follows:
"Officers' Certificate" shall mean a certificate, in the case of the
Company or the Guarantor, signed in the name of the Company or the Guarantor by
its respective Chairman of the Board, Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer, any Vice President (whether or not
designated by a number or word or words added before or after the title Vice
President), or Treasurer or an Assistant Treasurer, and by its respective
Secretary or an Assistant Secretary, or its respective Comptroller or an
Assistant Comptroller, as the case may be, and delivered to the Trustee.
1
<PAGE>
"Request" and "Order" mean, where used with reference to the Company
or the Guarantor, a written request or order signed in the name of the Company
or the Guarantor by its respective Chairman of the Board, Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer, any Vice
President (whether or not designated by a number or word or words added before
or after the title Vice President), or Treasurer or an Assistant Treasurer, or
by its respective Secretary or an Assistant Secretary, or its respective
Comptroller or an Assistant Comptroller, as the case may be, and delivered to
the Trustee.
(ii) SECTION 2.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. is
amended to read in full as follows:
SECTION 2.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, its Chief Operating Officer,
its Chief Financial Officer, one of its Vice Presidents (whether or not
designated by a number or word or words added before or after the title Vice
President), its Treasurer or an Assistant Treasurer under its corporate seal
reproduced thereon (which may be by facsimile) and attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile. Any Coupons shall be executed on behalf
of the Company by the manual or facsimile signature of any such officer of the
Company. The Guarantees shall be endorsed upon the reverse of all Securities
authenticated pursuant to this Indenture and shall be executed on behalf of the
Guarantor by its Chairman of the Board, its Chief Executive Officer, its
President, its Chief Operating Officer, its Chief Financial Officer, one of its
Vice Presidents (whether or not designated by a number or word or words added
before or after the title Vice President), its Treasurer or an Assistant
Treasurer under its corporate seal reproduced thereon (which may be by
facsimile) and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Guarantees may be manual or
facsimile.
Securities, Coupons and Guarantees bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company or the Guarantor shall bind the Company or the Guarantor, as the case
may be, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities
or did not hold such offices at the date of such Securities.
At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any Coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with the Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that
definitive Bearer Securities may only be delivered at an office or agency
outside the United States in exchange for a portion of a Bearer Security in
temporary global form of equal aggregate principal amount and series and only
if (x) prior to such delivery, the owner of such Bearer Security or a financial
institution or clearing organization through which the owner holds such Bearer
Security directly or indirectly, shall have furnished a certificate in the form
set forth in Exhibit A.1 to this Indenture (which certificate and all other
certificates to this Indenture may be changed by the Company and the Guarantor
pursuant to an Officers' Certificate), dated no earlier than 15 days prior to
the date on which Euro-clear or CEDEL S.A. (or such other entity performing
similar functions as selected by the Company and approved by the Trustee in its
reasonable discretion), as the case may be, furnishes to the Common Depositary,
in accordance with the procedures established in Section 2.04, a certificate in
the form set forth in Exhibit A.2 to this Indenture that relates to all or such
portion of such temporary global Security, and (y) the Person to whom such
certificate is provided does not know or have reason to know that the
information contained in such certificate is false. A confirmation in the
form set forth in Exhibit A.5 to this Indenture shall be sent to each purchaser
of a Bearer Security. If any Bearer Security shall initially be represented by
a portion of a temporary global Security, then, for purposes of this Section and
Section 2.04, the notation of a beneficial owner's interest therein upon
exchange for a portion of a permanent global Security shall be deemed to be
delivery of such beneficial owner's interest in such permanent global Security.
Except as permitted by Section 2.06, the Trustee shall not authenticate and
deliver any Bearer Security unless all appurtenant Coupons for interest then
matured have been detached and cancelled.
2
<PAGE>
If the forms or terms of the Securities of the series and any related
Coupons have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 2.13 and 2.01, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 8.01) shall be fully protected in relying upon, an Opinion of Counsel
stating:
a. if the forms of such Securities and any Coupons have been
established by or pursuant to a Board Resolution as permitted by Section 2.13,
that such forms have been established in conformity with the provisions of this
Indenture;
b. if the terms of such Securities and any Coupons have been
established by or pursuant to a Board Resolution as permitted by Section 2.01,
that such terms have been established in conformity with the provisions of this
Indenture; and
c. that such Securities, together with any Coupons appertaining
thereto, and the Guarantees when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and legally binding obligations
of the Company and the Guarantor, entitled to the benefits of the Indenture and
enforceable in accordance with their terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting the enforcement of creditors' rights and to general
equity principles.
If such forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 2.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 2.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.
Each Registered Security shall be dated the date of its
authentication; and each Bearer Security and any Bearer Security in global form
shall be dated as of the date of original issuance of the indebtedness evidenced
by such Bearer Security.
No Security or Coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security, or the Security to which such Coupon appertains, a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been duly authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 2.08 together with a
written statement (which need not comply with Section 15.06 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.
3
<PAGE>
PARAGRAPH B. ADDITIONAL PROVISIONS
Each of the following provisions, which constitutes part of this
Indenture, is numbered to conform with the format of the Standard Provisions:
SECTION 4.05(e). Notwithstanding anything to the contrary contained in
Section 4.05, the Trustee shall hold all amounts delivered by the Company to the
Trustee for the payment of principal of (and premium, if any) or interest on any
Securities in an interest-bearing account and all interest accrued on such
account shall be paid to the Company from time to time unless there shall exist
an Event of Default with respect to the Securities of the series for which such
amounts have been delivered, in which case such accrued interest shall be held
for the benefit of the Holders of the Securities of that series until such Event
of Default is cured or waived.
SECTION 8.16. At the date of this Indenture, the Corporate Trust
Office of the Trustee is located at __________________________________________.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
UNION OIL COMPANY OF
CALIFORNIA
By
---------------------------
Name:
Title:
[SEAL]
Attest:
- ---------------------------------
Name:
Title:
UNOCAL CORPORATION
By
--------------------------
Name:
Title:
[SEAL]
Attest:
- -----------------------------------
Name:
Title:
---------------------------------
By
-------------------------
Name:
Title:
[SEAL]
Attest:
- -----------------------------------
Name:
Title:
5
<PAGE>
STATE OF CALIFORNIA )
) SS.:
COUNTY OF LOS ANGELES )
On _______________ ____, 199__, before me, the undersigned, a Notary
Public in and for said State, personally appeared _____________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person who executed the within instrument as the _____________________
____________________, and _________________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as the ____________________________________ of
the Corporation that executed the within instrument and acknowledged to me that
such corporation executed the within instrument pursuant to its by-laws or a
resolution of its board of directors.
WITNESS my hand and official seal.
Signature
----------------------------
Notary Public
STATE OF CALIFORNIA )
) SS.:
COUNTY OF LOS ANGELES )
On _______________ ___, 199__, before me, the undersigned, a Notary
Public in and for said State, personally appeared _____________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person who executed the within instrument as the _____________________
____________________, and _________________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as the ____________________________________ of
the Corporation that executed the within instrument and acknowledged to me that
such corporation executed the within instrument pursuant to its by-laws or a
resolution of its board of directors.
WITNESS my hand and official seal.
Signature
----------------------------
Notary Public
6
<PAGE>
STATE OF __________________ )
) SS.:
COUNTY OF _________________ )
On ________________ ___, 199__, before me, the undersigned, a Notary
Public in and for said State, personally appeared _________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person who executed the within instrument as the ____________________,
and _________________________________, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person who executed the within
instrument as the ____________________________________ of the Corporation that
executed the within instrument and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a reoslution of its
board of directors.
WITNESS my hand and official seal.
Signature
----------------------------
Notary Public
7
<PAGE>
EXHIBIT 4.8
UNION OIL COMPANY OF CALIFORNIA,
UNOCAL CORPORATION,
Guarantor
and
[NAME OF WARRANT AGENT],
Warrant Agent
____________
WARRANT AGREEMENT [DEBT SECURITIES]
Dated as of___________
<PAGE>
WARRANT AGREEMENT dated as of_________, 19___ , between UNION OIL
COMPANY OF CALIFORNIA, a California corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
UNOCAL CORPORATION, a Delaware corporation, as guarantor (the "Guarantor", which
term includes any successor corporation under the Indenture hereinafter referred
to), and__________, as warrant agent (the "Warrant Agent", which term includes
any successor warrant agent hereunder).
WHEREAS the Company and the Guarantor have entered into an Indenture
dated as of _______________________, 1994 which incorporates by reference
specified sections of the Standard Multiple-Series Indenture Provisions, January
1991, of the Company and the Guarantor, dated as of January 2, 1991 (the
"Indenture"), with Chemical Trust Company of California, a California
corporation, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), providing for the issuance from time to time of
the Company's debt securities, to be issued in one or more series as provided in
the Indenture, and to be guaranteed by the Guarantor;
[WHEREAS the Company proposes to sell and the Guarantor proposes to
guarantee] [title of debt securities being offered] (the "Offered Securities")
with Warrant certificates evidencing one or more warrants (the "Warrants";
individually a "Warrant") representing the right to purchase up to an aggregate
principal amount of [$_____________] of Debt Securities, which are to be issued
under the Indenture (the "Warrant Securities"), such warrant certificates and
other warrant certificates issued pursuant to this Agreement being called the
"Warrant Certificates"; and
WHEREAS the Company and the Guarantor desire that the Warrant Agent
act on behalf of the Company and Guarantor in connection with the issuance,
exchange, exercise and replacement of the Warrant Certificates, and in this
Agreement wish to set forth, among other things, the form and provisions of the
Warrant Certificates and the terms and conditions on which they may be issued,
exchanged, exercised and replaced.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE 1.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY
OF WARRANT CERTIFICATES
SECTION 1.01. ISSUANCE OF WARRANTS. [Warrants shall be initially
issued in connection with the issuance of the Offered Securities] [but shall be
separately transferable on and after _______, 19___ (the "Detachable Date")]
[and shall not be separately transferable] [and each] [Each] Warrant Certificate
shall evidence ________ Warrants. Each Warrant evidenced by a Warrant
Certificate shall represent the right, subject to the provisions contained
herein and therein, to purchase a Warrant Security in the principal amount of
[$____________].
SECTION 1.02. EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Warrant
Certificates, whenever issued, shall be in [bearer] [or] [registered] form [or
both] substantially in the form set forth in Annex A hereto, shall be dated and
may have such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon as
the officers of the Company and the Guarantor executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any securities exchange on
1.
<PAGE>
which the Warrants may be listed, or to conform to common usage. The Warrant
Certificates shall be signed on behalf of the Company and the Guarantor by its
respective Chairman of the Board, its Chief Executive Officer, its President,
its Chief Operating Officer, its Chief Financial Officer, one of its Vice
Presidents (whether or not designated by a number or word or words added before
or after the title Vice President), its Treasurer or an Assistant Treasurer
under its corporate seal and attested by its Secretary or one of its Assistant
Secretaries. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company and the Guarantor may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant evidenced thereby has
been countersigned by the manual signature of the Warrant Agent. Such signature
by the Warrant Agent upon any Warrant Certificate executed by the Company shall
be conclusive evidence that the Warrant Certificate so countersigned has been
duly issued hereunder.
In case any officer of the Company or the Guarantor who shall have
signed any of the Warrant Certificates shall cease to be such officer before the
Warrant Certificates so signed shall have been countersigned and delivered by
the Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed such Warrant Certificates ceased to
be such officer of the Company or the Guarantor; and any Warrant Certificate may
be signed on behalf of the Company or the Guarantor by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company or the Guarantor, although at the date of the execution
of this Agreement any such person was not such officer.
[IF BEARER WARRANTS--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean [IF OFFERED DEBT SECURITIES WITH WARRANTS
WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date, the
registered owner of the Offered Security to which such Warrant Certificate was
initially attached (or the bearer if the Offered Securities is in bearer form)
and after such Detachable Date] the bearer of such Warrant Certificate.]
[IF REGISTERED WARRANTS--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose. IF OFFERED SECURITIES WITH WARRANTS WHICH ARE
NOT IMMEDIATELY DETACHABLE--or, prior to the Detachable Date, upon the register
of the Offered Securities.] The Company will, or will cause the registrar of
the Offered Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up-to-date.
SECTION 1.03. ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
[$_______] aggregate principal amount of Warrant Securities (except as provided
in Section 2.03(c), 3.02 and 4.01) may be executed by the Company and the
Guarantor and delivered to the Warrant Agent upon the execution of this
Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company and the
Guarantor and upon order of the Company, countersign Warrant Certificates
evidencing Warrants representing the right to purchase up to [$____] aggregate
principal amount of Warrant Securities and shall deliver such Warrant
Certificates to or upon the order of the Company. Subsequent to such original
issuance of the Warrant Certificates, the Warrant Agent shall countersign a
Warrant Certificate only if the Warrant Certificate is issued in exchange or
substitution for one or more previously countersigned Warrant Certificates [IF
REGISTERED WARRANTS--or in connection with their transfer] as hereinafter
provided, or as provided in Section 2.03(c).
2.
<PAGE>
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. WARRANT PRICE. During the period from and including
___________, 19__, to and including ____________, 19__, the exercise price of
each Warrant will be [___% of the principal amount of the Warrant Securities]
[$_____] plus [accrued amortization of the original issue discount] [accrued
interest] from the most recently preceding ________. [During the period from
________, 19__, to and including ________, 19__, the exercise price of each
Warrant will be [___% of the principal amount of the Warrant Securities]
[$_____] plus [accrued amortization of the original issue discount] [accrued
interest] from the most recently preceding ___________. [In each case, the
original issue discount will be amortized at a ___% annual rate, computed on an
annual basis using a 360-day year consisting of twelve 30-day months.] Such
purchase price of Warrant Securities is referred to in this Agreement as the
"Warrant Price". [The original issue discount for each [$____] principal amount
of Warrant Securities is [$_________].]
SECTION 2.02. DURATION OF WARRANTS. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof]
[__________, 19__ and at or before 5:00 p.m. New York City time on ________,
19__ or such later date as may be selected by the Company, in a written
statement to the Warrant Agent and with notice to the holders of Warrants (such
date of expiration being called the "Expiration Date"). Each Warrant not
exercised at or before 5:00 p.m. New York City time on the Expiration Date shall
become void and all rights of the holder of the Warrant Certificate evidencing
such Warrant under this Agreement shall cease.
SECTION 2.03. EXERCISE OF WARRANTS.
(a) During the period specified in Section 2.02, any whole number of
Warrants may be exercised [, subject to Section 2.03(c),] by delivery to
the Warrant Agent of the Warrant Certificate evidencing such Warrant, with
the form of election to purchase Warrant Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly
executed, and by paying in full, [in lawful money of the United States of
America,] [in the foreign currency or currency unit in which the Warrant
Securities are denominated] [by bank wire transfer] in immediately
available funds the Warrant Price for each Warrant exercised to the
principal corporate trust office of the Warrant Agent [or at _____]. The
date on which the duly completed and executed Warrant Certificate and
payment in full of the Warrant Price is received by the Warrant Agent shall
be deemed to be the date on which the Warrant is exercised. The Warrant
Agent shall deposit all funds received by it in payment of the Warrant
Price in an account of the Company maintained with it and shall advise the
Company by telephone at the end of each day on which a payment or wire
transfer for the exercise of Warrants is received of the amount so
deposited to its account. The Warrant Agent shall promptly confirm such
telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee of (i) the number of
Warrants exercised, (ii) the instructions of each holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the
Warrant Securities to which such holder is entitled upon such exercise,
(iii) delivery of Warrant Certificates evidencing the balance, if any, of
the Warrants remaining after such exercise and (iv) such other information
as the Company, the Guarantor or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denomination
to or upon the order of the holder of the Warrant Certificate evidencing
such Warrant, the Warrant Securities to which such holder is entitled, [in
fully registered form, registered in such name or names] [in bearer form,]
as may be directed by such
3.
<PAGE>
holder [; PROVIDED, HOWEVER, that the Company shall deliver Warrant
Securities in bearer form only outside the United States of America
(including the states and District of Columbia) and its possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island, and Northern Mariana Islands) and only upon delivery from the
person entitled to physical delivery of such Warrant Securities of an
executed certification substantially in the form of Annex B hereto]. If
fewer than all of the Warrants evidenced by such Warrant Certificate are
exercised, the Company and the Guarantor shall execute (attested and under
seal as aforesaid), and an authorized officer of the Warrant Agent shall
manually countersign and deliver, a new Warrant Certificate evidencing the
number of such Warrants remaining unexercised, unless sufficient time does
not exist before the Expiration Date to exercise such Warrants in
accordance with the provisions of this Agreement.
(d) The Company or the Guarantor shall not be required to pay any
stamp or other tax or other governmental charge required to be paid in
connection with any transfer involved in the issuance of the Warrant
Securities and the Company or the Guarantor shall not be required to issue
or deliver any Warrant Security until such tax or other charge shall have
been paid or it shall have been established to the satisfaction of the
Company that no such tax or other charge is due.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF WARRANT CERTIFICATES
SECTION 3.01. NO RIGHTS AS A HOLDER OF WARRANT SECURITIES CONFERRED BY
WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including without limitation the right to receive the
payment of principal of or premium, if any, or interest, if any, on Warrant
Securities or to enforce any of the covenants in the Indenture except to the
extent that in connection with any modification of the Indenture pursuant to the
provisions of Section 11.02 thereof a holder of any unexpired Warrant shall be
deemed to be the holder of the principal amount of Warrant Securities issuable
upon exercise of such Warrant.
SECTION 3.02. LOST, STOLEN, MUTILATED OR DESTROYED CERTIFICATES. Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it and the Company and,
in the case of mutilation, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser or
holder in due course, the Company and the Guarantor may (or, in the case of
mutilation, shall) execute, and in such event an authorized officer of the
Warrant Agent shall manually countersign and deliver, in exchange for or in lieu
of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and evidencing a like number of Warrants. Upon the
issuance of any new Warrant Certificate under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Warrant Agent) in connection therewith. Every
substitute Warrant Certificate executed and delivered pursuant to this Section
in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an
additional contractual obligation of the Company and the Guarantor, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) any and all other rights or remedies
notwithstanding any law or statute existing or hereinafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or
other securities without their surrender.
4.
<PAGE>
SECTION 3.03. HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Securities or the holder of any other Warrant Certificate, may,
in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company or the Guarantor
suitable to enforce or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
[If Warrant Securities are exchangeable or convertible--
SECTION 3.04. CONVERSION OR EXCHANGE. The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
[title of security], the full number of shares of such [title of security] then
issuable upon exchange or conversion of all Warrant Securities.]
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES
SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF
OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS
ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date a
Warrant Certificate may be exchanged or transferred only together with the
Offered Securities to which the Warrant Certificate was initially attached, and
only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Security. Prior to the Detachable Date, each transfer
of the Offered Security [on the register maintained with respect to the Offered
Securities] shall operate also to transfer the related Warrant Certificates.
After the Detachable Date, upon] surrender at the principal corporate trust
office of the Warrant Agent [or __________], Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer may be
registered in whole or in part]; provided that such other Warrant Certificates
evidence a like number of Warrants as the Warrant Certificates so surrendered.
[IF REGISTERED AND BEARER WARRANTS (SUBJECT TO ANY LIMITATIONS IMPOSED WITH
RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at
the principal corporate trust office of the Warrant Agent [or __________],
Warrant Certificates in bearer form may be exchanged for Warrant Certificates in
registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--
The Warrant Agent shall keep, at its corporate trust office, books in which,
subject to such reasonable regulations as it may prescribe, it shall register
Warrant Certificates and exchanges and transfers of outstanding Warrant
Certificates upon surrender of the Warrant Certificates to the Warrant Agent at
its principal corporate trust office [or_____] for exchange [or registration of
transfer], properly endorsed or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent.] The Company may require
payment of a service charge for any exchange [or registration of transfer] of
Warrant Certificates, and may require payment of a sum sufficient to cover any
stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange [or registration of transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or registration of
transfer] an authorized officer of the Warrant Agent shall manually countersign
and deliver to the person or persons entitled thereto a Warrant Certificate or
Warrant Certificates duly authorized and executed by the Company and the
Guarantor, as so requested. The Warrant Agent shall not be required to effect
any exchange [or registration of transfer] which will result in the issuance of
a Warrant Certificate evidencing a fraction of a Warrant or a number of full
Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any
exchange [or registration of transfer] of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and entitled
to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange [or registration or transfer].
5.
<PAGE>
SECTION 4.02. TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. [IF
OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--
Subject to Section 4.01, each] [IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH
ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED
SECURITIES--Each] Warrant Certificate shall be transferable by delivery and
shall be deemed negotiable and the bearer of each Warrant Certificate may be
treated by the Company, the Guarantor, the Warrant Agent and all other persons
dealing with such bearer as the absolute owner thereof for any purpose and as
the person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.] [IF REGISTERED WARRANTS--
Every holder of a Warrant Certificate, by accepting the same, consents and
agrees with the Company, the Guarantor, the Warrant Agent and with every
subsequent holder of such Warrant Certificate that until the transfer of the
Warrant Certificate is registered on the books of the Warrant Agent [or the
register of the Offered Securities prior to the Detachable Date], the Company,
the Guarantor, and the Warrant Agent [or the registrar of the Offered Securities
prior to the Detachable Date], may treat such registered holder as the absolute
owner thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to contrary
notwithstanding.]
SECTION 4.03. CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [, registration of transfer] or exercise of
the Warrants evidenced thereby, if surrendered to the Company, shall be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT
SECTION 5.01. WARRANT AGENT. The Company and the Guarantor hereby
appoint the Warrant Agent as warrant agent of the Company and the Guarantor in
respect of the Warrants and the Warrant Certificates upon the terms and subject
to the conditions herein set forth and the Warrant Agent hereby accepts such
appointment. The Warrant Agent shall have the powers and authority granted to
and conferred upon it in the Warrant Certificates and hereby and such further
powers and authority to act on behalf of the Company and the Guarantor as the
Company and the Guarantor may hereafter grant to or confer upon it in writing.
All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.
SECTION 5.02. CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company and the Guarantor
agree and to all of which the rights hereunder of the holders from time to time
of the Warrant Certificates shall be subject:
(a) COMPENSATION AND INDEMNIFICATION. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the Warrant
Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the services rendered
hereunder by the Warrant Agent. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Warrant
Agent, arising out of or in connection with its acting as Warrant Agent
hereunder, as well as the costs and expenses of defending against any claim
of such liability.
6.
<PAGE>
(b) AGENT FOR THE COMPANY AND THE GUARANTOR. In acting under this
Agreement and in connection with the Warrant Certificates, the Warrant
Agent is acting solely as agent of the Company and the Guarantor and does
not assume any fiduciary obligation or relationship of agency or trust for
or with any of the holders of Warrant Certificates or beneficial owners of
Warrants.
(c) DOCUMENTS. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken, suffered or omitted by
it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(d) CERTAIN TRANSACTIONS. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest
in, Warrants and/or Warrant Securities and/or Offered Securities, with the
same rights that it or they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, it or they may
engage or be interested in any financial or other transaction with the
Company or the Guarantor and may act on, or as depositary, trustee or agent
for, any committee or body of holders of Warrant Securities, Offered
Securities or other obligations of the Company or the Guarantor as freely
as if it were not the Warrant Agent hereunder. Nothing in this Agreement
shall be deemed to prevent the Warrant Agent from acting as Trustee under
the Indenture or as trustee under any other indenture with the Company or
the Guarantor.
(e) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(f) NO LIABILITY FOR INTEREST. The Warrant Agent shall transfer to
the Company interest on any monies at any time received by it pursuant to
any of the provisions of this Agreement or of the Warrant Certificates.
(g) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or in
the Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Company and the Guarantor.
(h) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligation to take any action
hereunder which might involve it in any expense or liability, the payment
of which within a reasonable time is not, in its reasonable opinion,
assured to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company or the Guarantor of any of the
Warrant Certificates countersigned and delivered by it to the Company or
the Guarantor pursuant to this Agreement or for the application by the
Company or the Guarantor of the proceeds of the Warrant Certificates. The
Warrant Agent shall have no duty or responsibility in case of any default
by the Company or the Guarantor in the performance of its covenants or
agreements contained herein or in the Warrant Certificates or in the case
of the receipt of any written demand from a holder of a Warrant Certificate
with respect to such default, including, without limiting the generality of
the foregoing, any duty or responsibility to initiate or attempt to
initiate any proceedings at law or otherwise, or, except as provided in
Section 6.02 hereof, to make any demand upon the Company or the Guarantor.
7.
<PAGE>
SECTION 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR.
(a) The Company and the Guarantor agree, for the benefit of the
holders from time to time of the Warrant Certificates, that there shall at
all times be a Warrant Agent hereunder until all the Warrant Certificates
are no longer exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which its desired resignation shall become effective; PROVIDED that
such date shall not be less than three months after the date on which such
notice is given unless the Company and the Guarantor otherwise agree. The
Warrant Agent hereunder may be removed at any time by the filing with it of
an instrument in writing signed by or on behalf of the Company and the
Guarantor and specifying such removal and the date upon which such removal
shall become effective. Such resignation or removal shall take effect upon
the appointment by the Company and the Guarantor, as hereinafter provided,
of a successor Warrant Agent (which shall be a bank or trust company
authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers) and the acceptance of such appointment by
such successor Warrant Agent. The obligations of the Company and the
Guarantor under Section 5.02(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under the
Federal Bankruptcy Code, as now constituted or hereafter amended, or under
any other applicable Federal or state bankruptcy law or similar law or make
an assignment for the benefit of its creditors or consent to the
appointment of a receiver or custodian of all or any substantial part of
its property, or shall admit in writing its inability to pay or meet its
debts as they mature, or if a receiver or custodian of it or of all or any
substantial part of its property shall be appointed, or if an order of any
court shall be entered for relief against it under the provisions of the
Federal Bankruptcy Code, as now constituted or hereafter amended, or under
any other applicable Federal or state bankruptcy or similar law, or if any
public officer shall have taken charge or control of the Warrant Agent or
of its property or affairs, for the purpose of rehabilitation, conservation
or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Company and the Guarantor by an instrument in writing,
filed with the successor Warrant Agent. Upon the appointment as aforesaid
of a successor Warrant Agent and acceptance by the successor Warrant Agent
of such appointment, the Warrant Agent shall cease to be Warrant Agent
hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges
and to transfer, deliver and pay over, and such successor Warrant Agent
shall be entitled to receive, all monies, securities and other property on
deposit with or held by such predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any
corporation to which the Warrant Agent shall sell or otherwise transfer all
or substantially all the assets and business of the Warrant Agent, provided
that it shall be qualified as aforesaid, shall be the successor Warrant
Agent under this Agreement without the execution or filing of any paper or
any further act on the part of any of the parties hereto.
8.
<PAGE>
ARTICLE VI.
MISCELLANEOUS
SECTION 6.01. AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company, the
Guarantor and the Warrant Agent may deem necessary or desirable; PROVIDED that
such action shall not adversely affect the interests of the holders of the
Warrant Certificates.
SECTION 6.02. NOTICES AND DEMANDS TO THE COMPANY, THE GUARANTOR AND
WARRANT AGENT. If the Warrant Agent shall receive any notice or demand
addressed to the Company or the Guarantor by the holder of a Warrant Certificate
pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall
promptly forward such notice or demand to the Company or the Guarantor,
respectively.
SECTION 6.03. ADDRESSES. Any communications from the Company or the
Guarantor to the Warrant Agent with respect to this Agreement shall be addressed
to the Warrant Agent at its principal corporate trust office at
______________________, _________________________, Attention:
_________________________, and any communication from the Warrant Agent to the
Company or the Guarantor with respect to this Agreement shall be addressed to
Union Oil Company of California or Unocal Corporation, respectively, 1201 West
Fifth Street, Los Angeles, California 90017 Attention: Treasury Department or
such other address as shall be specified in writing by the Warrant Agent, the
Company or the Guarantor.
SECTION 6.04. NOTICES TO HOLDERS OF WARRANTS. Any notice to holders
of Warrants which by any provisions of this Agreement is required or permitted
to be given shall be given [IF REGISTERED WARRANTS--by first class mail, postage
prepaid, at such holder's address as appears on the books of the Warrant Agent
[or on the register of the Offered Securities prior to the Detachable Date] [IF
BEARER WARRANTS--by publication at least once in a daily morning newspaper in
New York City [, in London] and in ________].
SECTION 6.05. APPLICABLE LAW. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the substantive laws of the State of New York
without regard to any conflict of laws provisions.
SECTION 6.06. DELIVERY OF PROSPECTUS. The Company and the Guarantor
will furnish to the Warrant Agent sufficient copies of a prospectus with an
accompanying prospectus supplement relating to the Warrant Securities, and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant
prior to or concurrently with the delivery of the Warrant Securities issued upon
such exercise, a copy of such prospectus and prospectus supplement.
SECTION 6.07. OBTAINING OF GOVERNMENTAL APPROVALS. The Company and
the Guarantor will from time to time take all action which may be necessary to
obtain and keep effective any and all permits, consents and approvals of
governmental agencies and authorities and securities acts filings under United
States Federal and state laws and any applicable laws of other jurisdictions
(including without limitation a registration statement in respect of the
Warrants and Warrant Securities under the Securities Act of 1933) which may be
or become required in connection with the issuance, sale, transfer and delivery
of the Warrant Certificates, the exercise of the Warrants, the issuance, sale,
transfer and delivery of the Warrant Securities issued upon exercise of the
Warrants or upon the expiration of the period during which the Warrants are
exercisable.
9.
<PAGE>
SECTION 6.08. PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing
in this Agreement shall give to any person other than the Company, the
Guarantor, the Warrant Agent and the holders of the Warrant Certificates any
right, remedy or claim under or by reason of this Agreement.
SECTION 6.09. HEADINGS. The descriptive headings of the several
Articles or Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
SECTION 6.10. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 6.11. INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent and the Company for inspection by the holder of any Warrant
Certificate. The Warrant Agent or the Company may require such holder to submit
his Warrant Certificate for inspection by it.
SECTION 6.12. PAYMENT OF STAMP AND OTHER DUTIES. The Company will pay
all stamp and other duties, if any, to which, under the laws of the United
States of America, the original issuance of the Warrant Certificates may be
subject.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by one of their respective authorized officers as of the day and year
first above written.
UNION OIL COMPANY OF CALIFORNIA
By ______________________________________
Name:
Title:
UNOCAL CORPORATION
By ______________________________________
Name:
Title:
[NAME OF WARRANT AGENT]
By ______________________________________
Name:
Title:
10.
<PAGE>
ANNEX A
to Warrant Agreement
[FORM OF WARRANT CERTIFICATE]
[FACE OF WARRANT CERTIFICATE]
[FORM OF LEGEND IF SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE: Prior to ______, 19___ this Warrant Certificate cannot be
transferred or exchanged unless attached to a [Title of Offered Securities].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
WARRANTS TO PURCHASE
[DEBT SECURITIES]
Issued by
UNION OIL COMPANY OF CALIFORNIA,
Payment of Principal, Interest and Premium, if any,
Guaranteed by
UNOCAL CORPORATION
VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON ____, 19___
[No.]___________________________________________________________ Warrants
This certifies that [the bearer is the] [_____ or registered assigns
is the registered] owner of the above indicated number of Warrants, each Warrant
entitling such [bearer] [registered owner] to purchase, at any time [after
5:00 p.m. New York City time on _____________, 19__ and] at or before 5:00 p.m.
New York City time on _____________, 19__ (or such later date as may be selected
by Union Oil Company of California, a California corporation (the "Company") and
Unocal Corporation, a Delaware corporation (the "Guarantor") with notice to the
holder hereof as provided in the Warrant Agreement (as hereinafter defined)),
[$____] principal amount of [Title of Warrant Securities] (the "Warrant
Securities") of the Company, to be issued under the Indenture (as hereinafter
defined), on the following basis: during the period from and including
_____________, 19___, the exercise price of each Warrant will be [_____% of the
principal amount of the Warrant Securities] [$______] plus [accrued amortization
of the original issue discount] [accrued interest] from the most recently
preceding __________; during the period from ____________________, 19___, to and
including ____________________, 19___, the exercise price of each Warrant will
be [___% of the principal amount of the Warrant Securities] [$______] plus
[accrued amortization of the original issue discount] [accrued interest] from
the most recently preceding __________ [, in each case, the original issue
discount will be amortized at a __% annual rate, computed on an annual basis,
using a 360-day year consisting of twelve 30-day months) (the "Warrant Price").
[The original issue discount for each [$1,000] principal amount of Warrant
Securities is [$__________] The holder may exercise the Warrants evidenced
hereby by delivery to the Warrant Agent (as hereinafter defined) of this Warrant
Certificate, with the form of election to purchase on the reverse hereof
properly completed and duly executed and by paying in full, [in lawful money of
the United States of America] [in the foreign currency or currency unit in which
the Warrant Securities are denominated] by bank wire transfer in immediately
available funds the Warrant Price for each Warrant exercised to the warrant
agent, such delivery
1.
<PAGE>
and payment to be made at the principal corporate trust office of [name of
Warrant Agent], or its successor as warrant agent (the "Warrant Agent"),
[or_____] currently at the address specified on the reverse hereof, and upon
compliance with and subject to the conditions set forth herein and the Warrant
Agreement.
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities (in registered form in denominations
of [$_____] and any integral multiples thereof) (in bearer form in the
denomination of [$_____] [or both]). Upon any exercise of fewer than all of the
Warrants evidenced by this Warrant Certificate, there shall be issued to the
holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised, unless sufficient time does not exist to exercise such
Warrants in accordance with the provisions of the Warrant Agreement before the
Warrants become void.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ________, 19__ (the "Warrant Agreement") between
the Company, the Guarantor and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the principal corporate trust
office of the Warrant Agent specified on the reverse hereof [and at __________].
The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of __________, 19__ (the "Indenture"),
between the Company, the Guarantor and ___________, as Trustee (such Trustee and
any successor to such Trustee being hereinafter referred to as the "Trustee"),
and will be subject to the terms and provisions contained in the Indenture.
Copies of the Indenture and the form of the Warrant Securities are on file at
the principal corporate trust office of the Trustee in New York City [and at
__________________________________________________________].
[IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Prior to _________, 19__, this Warrant Certificate may be exchanged
or transferred only together with the [Title of Offered Securities] (the
"Offered Securities") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Securities. After such date, this] [IF OFFERED
SECURITIES WITH BEARER WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS
ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--This] Warrant Certificate may be
registered when this Warrant Certificate is surrendered at the principal
corporate trust office of the Warrant Agent [or ______] by the registered owner
or his assigns, in person or by his attorney duly authorized in writing, in the
manner and subject to the limitations provided in the Warrant Agreement.]
[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Except as provided in the immediately preceding paragraph, after]
[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--After] countersignature
by the Warrant Agent and prior to the expiration of this Warrant Certificate,
this Warrant Certificate may be exchanged at the principal corporate trust
office of the Warrant Agent [or _________] for Warrant Certificates,
representing the same aggregate number of Warrants, [in registered form] [in
bearer form] [in either registered or bearer form].
This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Securities, including without limitation
the right to receive payments of principal, of premium, if any, or interest, if
any, on the Warrant Securities or to enforce any of the covenants of the
Indenture, except to the extent that in connection with any modification of the
Indenture pursuant to the provisions of Section 11.02 thereof a holder of any
unexpired Warrant shall be deemed to be the holder of the principal amount of
Warrant Securities issuable upon exercise of such Warrant.
2.
<PAGE>
This Warrant Certificate shall be governed by, and construed in
accordance with the laws of the State of New York without regard to any conflict
of laws provisions.
The Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of _______________, 19__.
UNION OIL COMPANY OF CALIFORNIA UNOCAL CORPORATION
By ________________________________ By _______________________________
Name: Name:
Title: Title:
[SEAL] [SEAL]
Attest: Attest:
___________________________________ __________________________________
[Assistant] Secretary [Assistant] Secretary
[NAME OF WARRANT AGENT],
As Warrant Agent
By _______________________________
Name:
Title:
3.
<PAGE>
(REVERSE OF WARRANT CERTIFICATE)
INSTRUCTIONS FOR EXERCISE OF WARRANT
To exercise the Warrants evidenced hereby, the holder must pay by bank
wire transfer in immediately available funds the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent], at its principal corporate
trust office at [insert address of Warrant Agent], Attention: ______________,
[or ______________________________] which wire transfer must specify the name of
the holder and the number of Warrants exercised by such holder. In addition,
the holder must complete the information required below and present this Warrant
Certificate in person or by mail (registered mail is recommended) to the Warrant
Agent at the addresses set forth below. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent together with such wire
transfer. [If the undersigned is requesting delivery of Warrant Securities in
bearer form, the person entitled to physical delivery of such Warrant Securities
will be required to deliver a certificate (copies of which may be obtained from
the Warrant Agent [or _____________]) certifying that such Warrant Securities
are not being acquired by or on behalf of a U.S. person or for resale to a U.S.
person unless such U.S. person is qualified under United States tax laws and
regulations.]
TO BE EXECUTED UPON EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise ________
Warrants, evidenced by this Warrant Certificate, to purchase [$____] principal
amount of the [Title of Warrant Securities] (the "Warrant Securities") of Union
Oil Company of California and represents that he has tendered payment for such
Warrant Securities by bank wire transfer in immediately available funds to the
order of Union Oil Company of California, in care of (insert name and address of
Warrant Agent), in the amount of [$_____] in accordance with the terms hereof.
The undersigned requests that said principal amount of Warrant Securities be in
[bearer form in the authorized denominations] [fully registered form in the
authorized denominations, registered in such names and delivered], all as
specified in accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below or unless
sufficient time does not exist before the remaining Warrants become void.
Dated:
___________________________________ Name ________________________________
(Please Print)
___________________________________ Address______________________________
(Insert Social Security or Other
Identifying Number of Holder) _____________________________________
Signature ___________________________
4.
<PAGE>
The Warrants evidenced hereby may be exercised at the following addresses:
By hand at ________________________________________________________________
________________________________________________________________
________________________________________________________________
By mail at ________________________________________________________________
________________________________________________________________
________________________________________________________________
5.
<PAGE>
[IF REGISTERED WARRANT]
ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY)
FOR VALUE RECEIVED __________ hereby sells assigns and transfers unto
Please insert social security
or other identifying number.
_________________________________
__________________________________ _________________________________
(Please print name and address
including zip code)
_________________________________________________________________________
The Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _________________________, Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.
Dated:
______________________________________
Signature
(Signature must conform in all respects to
the name of the holder as specified on the
face of this Warrant Certificate and must
bear a signature guarantee by a bank, trust
company or member broker of the New York,
Chicago or Pacific Stock Exchange.)
Signature Guaranteed:
__________________________________
6.
<PAGE>
ANNEX B
to Warrant Agreement
FORM OF CERTIFICATE FOR DELIVERY OF BEARER WARRANT SECURITIES
[DEBT SECURITIES]
Issued by
UNION OIL COMPANY OF CALIFORNIA,
Payment of Principal, Interest and Premium, if any,
Guaranteed by
UNOCAL CORPORATION
To: Union Oil Company of California and Unocal Corporation
This certificate is submitted in connection with the request of the
undersigned that you deliver [$_____] principal amount of [Title of Warrant
Securities] (the "Warrant Securities") in bearer form upon exercise of Warrants.
The undersigned hereby certifies that as of the date hereof (the date
of delivery to the undersigned of the Warrant Securities), the Warrant
Securities which are to be delivered to the undersigned in bearer form are not
being acquired by or for the account or benefit of a United States person, or
for offer to resell or for resale to a United States person or any person who is
within the United States or, if any beneficial interest in the Warrant
Securities is being acquired by a United States person, such United States
person (i) is a foreign branch of a United States financial institution (as
defined in U.S. Treas. Reg. section 1.165-12(c)(1)(v)) which has provided to the
person from which it purchased the obligation a certificate stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986 and the regulations thereunder (a "qualifying
foreign branch"), (ii) acquired such securities through a qualifying foreign
branch and is holding the obligation through such financial institution or (iii)
is a financial institution holding for purposes of resale during the restricted
period (as defined in U.S. Treas. Reg. section 1.163-5(c)(2)(i)(D)(7)), which
financial institution has not acquired the obligation for the purposes of resale
directly or indirectly to a United States person or to a person within the
United States. In addition, the undersigned hereby certifies that the above-
referenced Warrant Securities are not being acquired by or for the account or
benefit of a "U.S. person", as the term is defined in Regulation S under the
United States Securities Act of 1933, as amended. If the undersigned is a
clearing organization, the undersigned represents that this certificate is based
on statements provided to it by its member organizations. If the undersigned is
a dealer, the undersigned agrees to obtain a similar certificate from each
person entitled to delivery of any of the Warrant Securities in bearer form
purchased from it. Notwithstanding the foregoing, if the undersigned has actual
knowledge that the information contained in such certificate is false, the
undersigned will not deliver a Warrant Security in bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned. The undersigned will be deemed to have actual knowledge that the
beneficial owner is a United States person for this purpose if the undersigned
has a United States address for the beneficial owner of the Security.
As used herein, "United States" means the United States of America
(including the states and the District of Columbia) and its possessions,
including Puerto Rico, the U.S. Virgin Islands, Guam, American
1.
<PAGE>
Samoa, Wake Islands, and Northern Mariana Islands; "United States person" means
an individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source; and a "clearing organization" means an entity which is in the
business of holding obligations for member organizations and transferring
obligations among such members by credit or debit to the account of a member
without the necessity of physical delivery of the obligation.
The undersigned understands that this certificate may be required in
connection with United States tax laws and regulations. The undersigned
irrevocably authorizes you to produce this certificate or a copy hereof to any
interested party in any administrative or legal proceedings with respect to the
matters covered by this certificate.
_______________________________________
(Signature)
Dated:
_______________________________________
(Please print name)
Address:
2.
<PAGE>
EXHIBIT 4.9
UNOCAL CORPORATION
and
[NAME OF WARRANT AGENT],
WARRANT AGENT
____________
WARRANT AGREEMENT [PREFERRED STOCK]
DATED AS OF___________
<PAGE>
WARRANT AGREEMENT dated as of____________________________, 19___
, between UNOCAL CORPORATION, a Delaware corporation (the "Company") and
___________________________________________________, as warrant agent (the
"Warrant Agent"), which term includes any successor warrant agent hereunder.
[WHEREAS, the Company proposes to sell] [title of Securities being
offered (the "Offered Securities") with] [WHEREAS the Company proposes to issue]
Warrant certificates evidencing one or more warrants (the "Warrants";
individually a "Warrant") representing the right to purchase up to __________
shares of the [title] Preferred Stock of the Company (the "Warrant Securities"),
having the terms of which shall be set forth in the Certificate of Designation
relating thereto, such warrant certificates and other warrant certificates
issued pursuant to this Agreement being called the "Warrant Certificates";] and
WHEREAS the Company desires that the Warrant Agent act on behalf of
the Company in connection with the issuance, exchange, exercise and replacement
of the Warrant Certificates, and in this Agreement wishes to set forth, among
other things, the form and provisions of the Warrant Certificates and the terms
and conditions on which they may be issued, exchanged, exercised and replaced.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY
OF WARRANT CERTIFICATES
SECTION 1.01. ISSUANCE OF WARRANTS. [Warrants shall be initially
issued in connection with the issuance of the Offered Securities] [but shall be
separately transferable on and after _______, 19___ (the "Detachable Date")]
[and shall not be separately transferable] [and each] [Each] Warrant Certificate
shall evidence one or more Warrants. Each Warrant evidenced by a Warrant
Certificate shall represent the right, subject to the provisions contained
herein and therein, to purchase up to _________ shares of the Warrant
Securities.
SECTION 1.02. EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.
Warrant Certificates, whenever issued, shall be in [bearer] [or] [registered]
form [or both] substantially in the form set forth in Annex A hereto, shall be
dated and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company executing the same may approve (execution
thereof to be conclusive evidence of such approval) and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which the Warrants may be listed, or to
conform to common usage. The Warrant Certificates shall be signed on behalf of
the Company by its Chairman of the Board, its Chief Executive Officer, its
President, its Chief Operating Officer, its Chief Financial Officer, one of its
Vice Presidents (whether or not designated by a number or word or words added
before or after the title Vice President), its Treasurer or an Assistant
Treasurer under its corporate seal and attested by its Secretary or one of its
Assistant Secretaries. Such signatures may be manual or facsimile signatures of
such authorized officers and may be imprinted or otherwise reproduced on the
Warrant Certificates. The seal of the Company may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant evidenced thereby has
been countersigned by the manual signature of the
1.
<PAGE>
Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate
executed by the Company shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the
Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed such Warrant Certificates ceased to
be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution of
such Warrant Certificate, shall be the proper officers of the Company, although
at the date of the execution of this Agreement any such person was not such
officer.
[IF BEARER WARRANTS--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean [IF OFFERED DEBT SECURITIES WITH WARRANTS
WHICH ARE NOT IMMEDIATELY DETACHABLE--prior to the Detachable Date, the
registered owner of the Offered Security to which such Warrant Certificate was
initially attached (or the bearer if the Offered Securities is in bearer form)
and after such Detachable Date] the bearer of such Warrant Certificate.]
[IF REGISTERED WARRANTS--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose. IF OFFERED SECURITIES WITH WARRANTS WHICH ARE
NOT IMMEDIATELY DETACHABLE--or, prior to the Detachable Date, upon the register
of the Offered Securities.] The Company will, or will cause the registrar of
the Offered Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up-to-date.
SECTION 1.03. ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates
evidencing the right to purchase ___________ shares of Warrant Securities
(except as provided in Section 2.03(c), 3.02 and 4.01) may be executed by the
Company and delivered to the Warrant Agent upon the execution of this Agreement
or from time to time thereafter. The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company and upon order of
the Company, countersign Warrant Certificates evidencing Warrants representing
the right to purchase up to __________ shares of Warrant Securities and shall
deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate is
issued in exchange or substitution for one or more previously countersigned
Warrant Certificates [IF REGISTERED WARRANTS--or in connection with their
transfer] as hereinafter provided, or as provided in Section 2.03(c).
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. WARRANT PRICE. During the period from and including
___________, 19__, to and including ____________, 19__, the exercise price of
each Warrant will be [$_____]. Such purchase price of Warrant Securities is
referred to in this Agreement as the "Warrant Price".
SECTION 2.02. DURATION OF WARRANTS. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof]
[__________, 19__ and at or before 5:00 p.m. New York City time on ________,
19__ or such later date as may be selected by the Company, in a written
statement to the Warrant Agent and with notice to the holders of Warrants (such
date of expiration being called the "Expiration Date"). Each Warrant not
exercised at or before 5:00 p.m. New York City time on the Expiration Date [(an
"Expired Unexercised Warrant")] shall become void and all rights of the holder
of the Warrant Certificate
2.
<PAGE>
evidencing such Warrant under this Agreement shall cease[.] [IF NYSE LISTED,
INSERT--; provided however, Expired Unexercised Warrants shall have a residual
value of one share of Common Stock of the Company per 100 Expired Unexercised
Warrants.]
SECTION 2.03. EXERCISE OF WARRANTS.
(a) During the period specified in Section 2.02, any whole number of
Warrants may be exercised [, subject to Section 2.03(c),] by delivery to
the Warrant Agent of the Warrant Certificate evidencing such Warrant, with
the form of election to purchase Warrant Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly
executed, and by paying in full, [in lawful money of the United States of
America,] [in the foreign currency or currency unit in which the Warrant
Securities are denominated] by bank wire transfer in immediately available
funds the Warrant Price for each Warrant exercised to the principal
corporate trust office of the Warrant Agent [or at _____]. The date on
which the duly completed and executed Warrant Certificate and payment in
full of the Warrant Price is received by the Warrant Agent shall be deemed
to be the date on which the Warrant is exercised. The Warrant Agent shall
deposit all funds received by it in payment of the Warrant Price in an
account of the Company maintained with it and shall advise the Company by
telephone at the end of each day on which a payment or wire transfer for
the exercise of Warrants is received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephone advice to
the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company of (i) the number of Warrants exercised,
(ii) the instructions of each holder of the Warrant Certificates evidencing
such Warrants with respect to delivery of the Warrant Securities to which
such holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants remaining
after such exercise and (iv) such other information as the Company shall
reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, to or upon the order of the holder of the Warrant
Certificate evidencing such Warrant, the Warrant Securities to which such
holder is entitled, in fully registered form, registered in such name or
names as may be directed by such holder. If fewer than all of the Warrants
evidenced by such Warrant Certificate are exercised, the Company shall
execute (attested and under seal as aforesaid), and an authorized officer
of the Warrant Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining unexercised,
unless sufficient time does not exist before the Expiration Date to
exercise such Warrants in accordance with the provisions of this Agreement.
(d) The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issuance of the Warrant Securities and the Company
shall not be required to issue or deliver any Warrant Security until such
tax or other charge shall have been paid or it shall have been established
to the satisfaction of the Company that no such tax or other charge is due.
3.
<PAGE>
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF WARRANT CERTIFICATES
SECTION 3.01. NO RIGHTS AS A HOLDER OF WARRANT SECURITIES CONFERRED BY
WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including without limitation the right to receive any
dividend or payment on Warrant Securities.
SECTION 3.02. LOST, STOLEN, MUTILATED OR DESTROYED CERTIFICATES. Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it and the Company and,
in the case of mutilation, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser or
holder in due course, the Company may (or, in the case of mutilation, shall)
execute, and in such event an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of
the same tenor and evidencing a like number of Warrants. Upon the issuance of
any new Warrant Certificate under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Warrant Agent) in connection therewith. Every substitute
Warrant Certificate executed and delivered pursuant to this Section in lieu of
any lost, stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) any and all other rights or remedies notwithstanding any law
or statute existing or hereinafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.
SECTION 3.03. HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the holder of any Warrant
Securities or the holder of any other Warrant Certificate, may, in his own
behalf and for his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company suitable to enforce or otherwise
in respect of, his right to exercise the Warrants evidenced by his Warrant
Certificate in the manner provided in his Warrant Certificate and in this
Agreement.
SECTION 3.04. RESERVATION OF SHARES. The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
[title] Preferred Stock, the full number of shares of [title] Preferred Stock
then issuable upon the exercises of all outstanding Warrants, and the Company
shall at all times reserve and keep available, out of its authorized capital
stock, for the purpose of effecting any conversion of the Warrant Securities,
the full number of shares of such capital stock issuable upon conversion of all
Warrant Securities.
4.
<PAGE>
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES
SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF
OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS
ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date a
Warrant Certificate may be exchanged or transferred only together with the
Offered Securities to which the Warrant Certificate was initially attached, and
only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Security. Prior to the Detachable Date, each transfer
of the Offered Security [on the register maintained with respect to the Offered
Securities] shall operate also to transfer the related Warrant Certificates.
After the Detachable Date, upon] surrender at the principal corporate trust
office of the Warrant Agent [or __________], Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants [IF REGISTERED WARRANTS--or the transfer may be
registered in whole or in part]; provided that such other Warrant Certificates
evidence a like number of Warrants as the Warrant Certificates so surrendered.
[IF REGISTERED AND BEARER WARRANTS (SUBJECT TO ANY LIMITATIONS IMPOSED WITH
RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at
the principal corporate trust office of the Warrant Agent [or __________],
Warrant Certificates in bearer form may be exchanged for Warrant Certificates in
registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--
The Warrant Agent shall keep, at its corporate trust office, books in which,
subject to such reasonable regulations as it may prescribe, it shall register
Warrant Certificates and exchanges and transfers of outstanding Warrant
Certificates upon surrender of the Warrant Certificates to the Warrant Agent at
its principal corporate trust office [or_____] for exchange [or registration of
transfer], properly endorsed or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent.] The Company may require
payment of a service charge for any exchange [or registration of transfer] of
Warrant Certificates, and may require payment of a sum sufficient to cover any
stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange [or registration of transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or registration of
transfer] an authorized officer of the Warrant Agent shall manually countersign
and deliver to the person or persons entitled thereto a Warrant Certificate or
Warrant Certificates duly authorized and executed by the Company, as so
requested. The Warrant Agent shall not be required to effect any exchange [or
registration of transfer] which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants and
a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or
registration of transfer] of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations, and entitled to the same
benefits under this Agreement, as the Warrant Certificates surrendered for such
exchange [or registration or transfer].
SECTION 4.02. TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. [IF
OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--
Subject to Section 4.01, each] [IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH
ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED
SECURITIES--Each] Warrant Certificate shall be transferable by delivery and
shall be deemed negotiable and the bearer of each Warrant Certificate may be
treated by the Company, the Warrant Agent and all other persons dealing with
such bearer as the absolute owner thereof for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding.] [IF REGISTERED WARRANTS--Every
holder of a Warrant Certificate, by accepting the same, consents and agrees with
the Company, the Warrant Agent and with every subsequent holder of such Warrant
Certificate that until the transfer of the Warrant Certificate is registered on
the books of the Warrant Agent [or the register of the Offered Securities prior
to the Detachable Date], the Company and the Warrant Agent [or the registrar of
the Offered Securities prior to the Detachable Date], may treat such registered
holder as the absolute owner thereof for any purpose and as the person entitled
to exercise the rights represented by the Warrants evidenced thereby, any notice
to contrary notwithstanding.]
5.
<PAGE>
SECTION 4.03. CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [, registration of transfer] or exercise of
the Warrants evidenced thereby, if surrendered to the Company, shall be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT
SECTION 5.01. WARRANT AGENT. The Company hereby appoints the Warrant
Agent as warrant agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth and
the Warrant Agent hereby accepts such appointment. The Warrant Agent shall have
the powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it in
writing. All of the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to and governed by
the terms and provisions hereof.
SECTION 5.02. CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) COMPENSATION AND INDEMNIFICATION. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the Warrant
Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the services rendered
hereunder by the Warrant Agent. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Warrant
Agent, arising out of or in connection with its acting as Warrant Agent
hereunder, as well as the costs and expenses of defending against any claim
of such liability.
(b) AGENT FOR THE COMPANY. In acting under this Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Company and does not assume any fiduciary obligation
or relationship of agency or trust for or with any of the holders of
Warrant Certificates or beneficial owners of Warrants.
(c) DOCUMENTS. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken, suffered or omitted by
it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(d) CERTAIN TRANSACTIONS. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest
in, Warrants and/or Warrant Securities and/or Offered Securities, with the
same rights that it or they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, it or they may
engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for,
6.
<PAGE>
any committee or body of holders of Warrant Securities, Offered Securities
or other obligations of the Company as freely as if it were not the Warrant
Agent hereunder.
(e) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(f) NO LIABILITY FOR INTEREST. The Warrant Agent shall transfer to
the Company interest on any monies at any time received by it pursuant to
any of the provisions of this Agreement or of the Warrant Certificates.
(g) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or in
the Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Company.
(h) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligation to take any action
hereunder which might involve it in any expense or liability, the payment
of which within a reasonable time is not, in its reasonable opinion,
assured to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrant
Certificates countersigned and delivered by it to the Company pursuant to
this Agreement or for the application by the Company of the proceeds of the
Warrant Certificates. The Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates
or in the case of the receipt of any written demand from a holder of a
Warrant Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise, or,
except as provided in Section 6.02 hereof, to make any demand upon the
Company.
SECTION 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR.
(a) The Company agrees, for the benefit of the holders from time to
time of the Warrant Certificates, that there shall at all times be a
Warrant Agent hereunder until all the Warrant Certificates are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which its desired resignation shall become effective; PROVIDED that
such date shall not be less than three months after the date on which such
notice is given unless the Company otherwise agrees. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument
in writing signed by or on behalf of the Company and specifying such
removal and the date upon which such removal shall become effective. Such
resignation or removal shall take effect upon the appointment by the
Company, as hereinafter provided, of a successor Warrant Agent (which shall
be a bank or trust company authorized under the laws of the jurisdiction of
its organization to exercise corporate trust powers) and the acceptance of
such appointment by such successor Warrant Agent. The obligations of the
Company under Section 5.02(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under the
Federal Bankruptcy Code, as now constituted or hereafter amended, or under
any other
7.
<PAGE>
applicable Federal or state bankruptcy law or similar law or make an
assignment for the benefit of its creditors or consent to the appointment
of a receiver or custodian of all or any substantial part of its property,
or shall admit in writing its inability to pay or meet its debts as they
mature, or if a receiver or custodian of it or of all or any substantial
part of its property shall be appointed, or if an order of any court shall
be entered for relief against it under the provisions of the Federal
Bankruptcy Code, as now constituted or hereafter amended, or under any
other applicable Federal or state bankruptcy or similar law, of if any
public officer shall have taken charge or control of the Warrant Agent or
of its property or affairs, for the purpose of rehabilitation, conservation
or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such
appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges
and to transfer, deliver and pay over, and such successor Warrant Agent
shall be entitled to receive, all monies, securities and other property on
deposit with or held by such predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any
corporation to which the Warrant Agent shall sell or otherwise transfer all
or substantially all the assets and business of the Warrant Agent, provided
that it shall be qualified as aforesaid, shall be the successor Warrant
Agent under this Agreement without the execution or filing of any paper or
any further act on the part of any of the parties hereto.
ARTICLE VI.
MISCELLANEOUS
SECTION 6.01. AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; PROVIDED that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.
SECTION 6.02. NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT.
If the Warrant Agent shall receive any notice or demand addressed to the Company
by the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
SECTION 6.03. ADDRESSES. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to the Warrant
Agent at its principal corporate trust office at ______________________,
_________________________, Attention: _________________________, and any
communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to
8.
<PAGE>
Unocal Corporation, 1201 West Fifth Street, Los Angeles, California 90017
Attention: Treasury Department or such other address as shall be specified in
writing by the Warrant Agent or the Company.
SECTION 6.04. NOTICES TO HOLDERS OF WARRANTS. Any notice to holders
of Warrants which by any provisions of this Agreement is required or permitted
to be given shall be given [IF REGISTERED WARRANTS--by first class mail, postage
prepaid, at such holder's address as appears on the books of the Warrant Agent
[or on the register of the Offered Securities prior to the Detachable Date] [IF
BEARER WARRANTS--by publication at least once in a daily morning newspaper in
New York City [, in London] and in ________].
SECTION 6.05. APPLICABLE LAW. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the substantive laws of the State of New York
without regard to any conflict of laws provisions.
SECTION 6.06. DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus with an accompanying prospectus
supplement relating to the Warrant Securities, and the Warrant Agent agrees that
upon the exercise of any Warrant, the Warrant Agent will deliver to the holder
of the Warrant Certificate evidencing such Warrant prior to or concurrently with
the delivery of the Warrant Securities issued upon such exercise, a copy of such
prospectus and prospectus supplement.
SECTION 6.07. OBTAINING OF GOVERNMENTAL APPROVALS. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
state laws and any applicable laws of other jurisdictions (including without
limitation a registration statement in respect of the Warrants and Warrant
Securities under the Securities Act of 1933) which may be or become required in
connection with the issuance, sale, transfer and delivery of the Warrant
Certificates, the exercise of the Warrants, the issuance, sale, transfer and
delivery of the Warrant Securities issued upon exercise of the Warrants or upon
the expiration of the period during which the Warrants are exercisable.
SECTION 6.08. PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing
in this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.
SECTION 6.09. HEADINGS. The descriptive headings of the several
Articles or Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
SECTION 6.10. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 6.11. INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent and the Company for inspection by the holder of any Warrant
Certificate. The Warrant Agent or the Company may require such holder to submit
his Warrant Certificate for inspection by it.
SECTION 6.12. PAYMENT OF STAMP AND OTHER DUTIES. The Company will pay
all stamp and other duties, if any, to which, under the laws of the United
States of America, the original issuance of the Warrant Certificates may be
subject.
9.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by one of their respective authorized officers as of the day and year
first above written.
UNOCAL CORPORATION
By ___________________________________
Name:
Title:
[NAME OF WARRANT AGENT]
By ___________________________________
Name:
Title:
10.
<PAGE>
ANNEX A
to Warrant Agreement
[FORM OF WARRANT CERTIFICATE]
[FACE OF WARRANT CERTIFICATE]
[FORM OF LEGEND IF SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE: PRIOR TO ______, 19___ THIS WARRANT CERTIFICATE CANNOT BE
TRANSFERRED OR EXCHANGED UNLESS ATTACHED TO A [TITLE OF OFFERED SECURITIES].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
WARRANTS TO PURCHASE
[TITLE] PREFERRED STOCK
Issued by
UNOCAL CORPORATION
VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON ____, 19___
No. ________
This certifies that [the bearer is the] [_____ or registered assigns
is the registered] owner of the above indicated number of Warrants, each Warrant
entitling such [bearer] [registered owner] to purchase, at any time [after
5:00 p.m. New York City time on _____________, 19__ and] at or before 5:00 p.m.
New York City time on _____________, 19__ (or such later date as may be selected
by Unocal Corporation, a Delaware corporation (the "Company") with notice to the
holder hereof as provided in the Warrant Agreement (as hereinafter defined)),
__________ shares of the [title] Preferred Stock (the "Warrant Securities") of
Company, on the following basis: during the period from and including
_____________, 19___, the exercise price of each Warrant will be [$______] per
share; [during the period from ____________________, 19___, to and including
____________________, 19___, the exercise price of each Warrant will be
[$______] per share (the "Warrant Price"). The holder may exercise the Warrants
evidenced hereby by delivery to the Warrant Agent (as hereinafter defined) of
this Warrant Certificate, with the form of election to purchase on the reverse
hereof properly completed and duly executed and by paying in full, [in lawful
money of the United States of America] [in the foreign currency or currency unit
in which the Warrant Securities are denominated] by bank wire transfer in
immediately available funds the Warrant Price for each Warrant exercised to the
warrant agent, such delivery and payment to be made at the principal corporate
trust office of [name of Warrant Agent], or its successor as warrant agent (the
"Warrant Agent"), [or_____] currently at the address specified on the reverse
hereof, and upon compliance with and subject to the conditions set forth herein
and the Warrant Agreement.
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities. Upon any exercise of fewer than
all of the Warrants evidenced by this Warrant Certificate, there shall be issued
to the holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised, unless sufficient time does not exist to exercise such
Warrants in accordance with the provisions of the Warrant Agreement before the
Warrants become void.
1.
<PAGE>
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ________, 19__ (the "Warrant Agreement") between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the principal corporate trust office of the
Warrant Agent specified on the reverse hereof [and at __________].
[IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Prior to _________, 19__, this Warrant Certificate may be exchanged
or transferred only together with the [Title of Offered Securities] (the
"Offered Securities") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Securities. After such date, this] [IF OFFERED
SECURITIES WITH BEARER WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS
ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--This] Warrant Certificate may be
registered when this Warrant Certificate is surrendered at the principal
corporate trust office of the Warrant Agent [or ______] by the registered owner
or his assigns, in person or by his attorney duly authorized in writing, in the
manner and subject to the limitations provided in the Warrant Agreement.]
[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Except as provided in the immediately preceding paragraph, after]
[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--After] countersignature
by the Warrant Agent and prior to the expiration of this Warrant Certificate,
this Warrant Certificate may be exchanged at the principal corporate trust
office of the Warrant Agent [or _________] for Warrant Certificates,
representing the same aggregate number of Warrants, [in registered form] [in
bearer form] [in either registered or bearer form].
[IF NYSE LISTED, INSERT--; Warrants not exercised by 5 p.m. on the
date specified above ("Expired Unexercised Warrants") shall have a residual
value of one share of Common Stock of the Company per 100 Expired Unexercised
Warrants.]
This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Securities, including without limitation
the right to receive payments of any dividends on the Warrant Securities.
This Warrant Certificate shall be governed by, and construed in
accordance with the laws of the State of New York without regard to any conflict
of laws provisions.
2.
<PAGE>
The Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of _______________, 19__.
UNOCAL CORPORATION
By __________________________________
Name:
Title:
[SEAL]
Attest:
_____________________________________
[Assistant] Secretary
[NAME OF WARRANT AGENT],
As Warrant Agent
By __________________________________
Name:
Title:
3.
<PAGE>
(REVERSE OF WARRANT CERTIFICATE)
INSTRUCTIONS FOR EXERCISE OF WARRANT
To exercise the Warrants evidenced hereby, the holder must pay by bank
wire transfer in immediately available funds the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent], at its principal corporate
trust office at [insert address of Warrant Agent], Attention: ______________,
[or ______________________________] which wire transfer must specify the name of
the holder and the number of Warrants exercised by such holder. In addition,
the holder must complete the information required below and present this Warrant
Certificate in person or by mail (registered mail is recommended) to the Warrant
Agent at the addresses set forth below. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent together with such wire
transfer. [If the undersigned is requesting delivery of Warrant Securities in
bearer form, the person entitled to physical delivery of such Warrant Securities
will be required to deliver a certificate (copies of which may be obtained from
the Warrant Agent [or _____________]) certifying that such Warrant Securities
are not being acquired by or on behalf of a U.S. person or for resale to a U.S.
person unless such U.S. person is qualified under United States tax laws and
regulations.]
TO BE EXECUTED UPON EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise ________
Warrants, evidenced by this Warrant Certificate, to purchase _______ shares of
[title] Preferred Stock (the "Warrant Securities") of Unocal Corporation and
represents that he has tendered payment for such Warrant Securities by bank wire
transfer in immediately available funds to the order of Unocal Corporation, in
care of (insert name and address of Warrant Agent)], in the amount of [$_____]
in accordance with the terms hereof. The undersigned requests that said number
of shares of Warrant Securities be registered in such names and delivered, all
as specified in accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below or unless
sufficient time does not exist before the remaining Warrants become void.
Dated:
________________________________ Name _____________________________________
(Please Print)
________________________________ Address ___________________________________
(Insert Social Security or Other
Identifying Number of Holder) ___________________________________________
Signature __________________________________
4.
<PAGE>
The Warrants evidenced hereby may be exercised at the following addresses:
By hand at________________________________________________________________
________________________________________________________________
________________________________________________________________
By mail at________________________________________________________________
________________________________________________________________
________________________________________________________________
5.
<PAGE>
[IF REGISTERED WARRANT]
ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY)
FOR VALUE RECEIVED __________ hereby sells assigns and transfers unto
Please insert social security
or other identifying number.
_________________________________
_________________________________ __________________________________
(Please print name and address
including zip code)
________________________________________________________________________________
The Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _________________________, Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.
Dated:
______________________________________
Signature
(Signature must conform in all respects to
the name of the holder as specified on the
face of this Warrant Certificate and must
bear a signature guarantee by a bank, trust
company or member broker of the New York,
Chicago or Pacific Stock Exchange.)
Signature Guaranteed:
______________________________________
6.
<PAGE>
EXHIBIT 4.10
UNOCAL CORPORATION
AND
[NAME OF WARRANT AGENT],
WARRANT AGENT
____________
WARRANT AGREEMENT [COMMON STOCK]
DATED AS OF___________
<PAGE>
WARRANT AGREEMENT dated as of_________, 19___ , between UNOCAL
CORPORATION, a Delaware corporation (the "Company"), and
_________________________________________, as warrant agent (the "Warrant
Agent", which term includes any successor warrant agent hereinafter referred
to).
[WHEREAS the Company proposes to sell] [title of Securities being
offered (the "Offered Securities") with] [WHEREAS the Company proposes to issue]
Warrant certificates evidencing one or more warrants (the "Warrants";
individually a "Warrant") representing the right to purchase shares of the
Common Stock of the Company (the "Warrant Securities"), such warrant
certificates and other warrant certificates issued pursuant to this Agreement
being called the "Warrant Certificates"; and
WHEREAS the Company desires that the Warrant Agent act on behalf of
the Company in connection with the issuance, exchange, exercise and replacement
of the Warrant Certificates, and in this Agreement wishes to set forth, among
other things, the form and provisions of the Warrant Certificates and the terms
and conditions on which they may be issued, exchanged, exercised and replaced.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY
OF WARRANT CERTIFICATES
SECTION 1.01. ISSUANCE OF WARRANTS. [Warrants shall be initially
issued in connection with the issuance of the Offered Securities] [but shall be
separately transferable on and after _______, 19___ (the "Detachable Date")]
[and shall not be separately transferable] [and each] [Each] Warrant Certificate
shall evidence one or more Warrants. Each Warrant evidenced by a Warrant
Certificate shall represent the right, subject to the provisions contained
herein and therein, to purchase up to _________ shares of the Warrant
Securities.
SECTION 1.02. EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Warrant
Certificates, whenever issued, shall be in [bearer] [or] [registered] form [or
both] substantially in the form set forth in Annex A hereto, shall be dated and
may have such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon as
the officers of the Company executing the same may approve (execution thereof to
be conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange on which the Warrants may be listed, or to conform to
common usage. The Warrant Certificates shall be signed on behalf of the Company
by its respective Chairman of the Board, its Chief Executive Officer, its
President, its Chief Operating Officer, its Chief Financial Officer, one of its
Vice Presidents (whether or not designated by a number or word or words added
before or after the title Vice President), its Treasurer or an Assistant
Treasurer under its corporate seal and attested by its Secretary or one of its
Assistant Secretaries. Such signatures may be manual or facsimile signatures of
such authorized officers and may be imprinted or otherwise reproduced on the
Warrant Certificates. The seal of the Company may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant evidenced thereby has
been countersigned by the manual signature of the
1.
<PAGE>
Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate
executed by the Company shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the
Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed such Warrant Certificates ceased to
be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution of
such Warrant Certificate, shall be the proper officers of the Company, although
at the date of the execution of this Agreement any such person was not such
officer.
[IF BEARER WARRANTS--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean [IF OFFERED SECURITIES WITH WARRANTS
WHICH ARE NOT IMMEDIATELY DETACHABLE--prior to the Detachable Date, the
registered owner of the Offered Security to which such Warrant Certificate was
initially attached (or the bearer if the Offered Securities is in bearer form)
and after such Detachable Date] the bearer of such Warrant Certificate.]
[IF REGISTERED WARRANTS--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose. IF OFFERED SECURITIES WITH WARRANTS WHICH ARE
NOT IMMEDIATELY DETACHABLE--or, prior to the Detachable Date, upon the register
of the Offered Securities.] The Company will, or will cause the registrar of
the Offered Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up-to-date.
SECTION 1.03. ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates
evidencing the right to purchase up to __________ shares of Warrant Securities
(except as provided in Section 2.03(c), 3.02 and 4.01) may be executed by the
Company and delivered to the Warrant Agent upon the execution of this Agreement
or from time to time thereafter. The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company and upon order of
the Company, countersign Warrant Certificates evidencing Warrants representing
the right to purchase up to __________ shares of Warrant Securities and shall
deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate is
issued in exchange or substitution for one or more previously countersigned
Warrant Certificates [IF REGISTERED WARRANTS--or in connection with their
transfer] as hereinafter provided, or as provided in Section 2.03(c).
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01 WARRANT PRICE. During the period from and including
___________, 19__, to and including ____________, 19__, the exercise price of
each Warrant will be [$_____] per share of the Warrant Securities. Such
purchase price of Warrant Securities is referred to in this Agreement as the
"Warrant Price".
SECTION 2.02 DURATION OF WARRANTS. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof]
[__________, 19__ and at or before 5:00 p.m. New York City time on ________,
19__ or such later date as may be selected by the Company, in a written
statement to the Warrant Agent and with notice to the holders of Warrants (such
date of expiration being called the "Expiration Date"). Each Warrant not
exercised at or before 5:00 p.m. New York City time on the Expiration Date [(an
"Expired Unexercised Warrant")] shall become void and all rights of the holder
of the Warrant Certificate
2.
<PAGE>
evidencing such Warrant under this Agreement shall cease. [IF NYSE LISTED,
INSERT--; provided however, Expired Unexercised Warrants shall have a residual
value of one share of Common Stock of the Company per 100 Expired Unexercised
Warrants.]
SECTION 2.03. EXERCISE OF WARRANTS.
(a) During the period specified in Section 2.02, any whole number of
Warrants may be exercised [, subject to Section 2.03(c),] by delivery to
the Warrant Agent of the Warrant Certificate evidencing such Warrant, with
the form of election to purchase Warrant Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly
executed, and by paying in full, [in lawful money of the United States of
America,] [in the foreign currency or currency unit in which the Warrant
Securities are denominated] by bank wire transfer in immediately available
funds the Warrant Price for each Warrant exercised to the principal
corporate trust office of the Warrant Agent [or at _____]. The date on
which the duly completed and executed Warrant Certificate and payment in
full of the Warrant Price is received by the Warrant Agent shall be deemed
to be the date on which the Warrant is exercised. The Warrant Agent shall
deposit all funds received by it in payment of the Warrant Price in an
account of the Company maintained with it and shall advise the Company by
telephone at the end of each day on which a payment or wire transfer for
the exercise of Warrants is received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephone advice to
the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company of (i) the number of Warrants exercised,
(ii) the instructions of each holder of the Warrant Certificates evidencing
such Warrants with respect to delivery of the Warrant Securities to which
such holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants remaining
after such exercise and (iv) such other information as the Company shall
reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, to or upon the order of the holder of the Warrant
Certificate evidencing such Warrant, the Warrant Securities to which such
holder is entitled, in fully registered form, registered in such name or
names as may be directed by such holder. If fewer than all of the Warrants
evidenced by such Warrant Certificate are exercised, the Company shall
execute (attested and under seal as aforesaid), and an authorized officer
of the Warrant Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining unexercised,
unless sufficient time does not exist before the Expiration Date to
exercise such Warrants in accordance with the provisions of this Agreement.
(d) The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issuance of the Warrant Securities and the Company
shall not be required to issue or deliver any Warrant Security until such
tax or other charge shall have been paid or it shall have been established
to the satisfaction of the Company that no such tax or other charge is due.
3.
<PAGE>
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF WARRANT CERTIFICATES
SECTION 3.01. NO RIGHTS AS A HOLDER OF WARRANT SECURITIES CONFERRED BY
WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including, without limitation, the right to receive any
payment of dividends on Warrant Securities.
SECTION 3.02. LOST, STOLEN, MUTILATED OR DESTROYED CERTIFICATES. Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it and the Company and,
in the case of mutilation, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser or
holder in due course, the Company may (or, in the case of mutilation, shall)
execute, and in such event an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of
the same tenor and evidencing a like number of Warrants. Upon the issuance of
any new Warrant Certificate under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Warrant Agent) in connection therewith. Every substitute
Warrant Certificate executed and delivered pursuant to this Section in lieu of
any lost, stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) any and all other rights or remedies notwithstanding any law
or statute existing or hereinafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.
SECTION 3.03. HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the holder of any Warrant
Securities or the holder of any other Warrant Certificate, may, in his own
behalf and for his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company or suitable to enforce or
otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.
SECTION 3.04. RESERVATION OF SHARES. The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
Common Stock, for the purpose of effecting the exercise of the Warrants, the
full number of shares of Common Stock then issuable upon the exercise of all
outstanding Warrants.
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES
SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF
OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS
ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date a
Warrant Certificate may be exchanged or transferred only together with the
Offered Securities to which the
4.
<PAGE>
Warrant Certificate was initially attached, and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Offered
Security. Prior to the Detachable Date, each transfer of the Offered Security
[on the register maintained with respect to the Offered Securities] shall
operate also to transfer the related Warrant Certificates. After the Detachable
Date, upon] surrender at the principal corporate trust office of the Warrant
Agent [or __________], Warrant Certificates evidencing Warrants may be exchanged
for Warrant Certificates in other denominations evidencing such Warrants [IF
REGISTERED WARRANTS--or the transfer may be registered in whole or in part];
provided that such other Warrant Certificates evidence a like number of Warrants
as the Warrant Certificates so surrendered. [IF REGISTERED AND BEARER WARRANTS
(SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the
Detachable Date, upon] [Upon] surrender at the principal corporate trust office
of the Warrant Agent [or __________], Warrant Certificates in bearer form may be
exchanged for Warrant Certificates in registered form evidencing a like number
of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its
corporate trust office, books in which, subject to such reasonable regulations
as it may prescribe, it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates upon surrender of the Warrant
Certificates to the Warrant Agent at its principal corporate trust office
[or_____] for exchange [or registration of transfer], properly endorsed or
accompanied by appropriate instruments of registration of transfer and written
instructions for transfer, all in form satisfactory to the Company and the
Warrant Agent.] The Company may require payment of a service charge for any
exchange [or registration of transfer] of Warrant Certificates, and may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange [or
registration of transfer]. Whenever any Warrant Certificates are so surrendered
for exchange [or registration of transfer] an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or persons entitled
thereto a Warrant Certificate or Warrant Certificates duly authorized and
executed by the Company, as so requested. The Warrant Agent shall not be
required to effect any exchange [or registration of transfer] which will result
in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a
number of full Warrants and a fraction of a Warrant. All Warrant Certificates
issued upon any exchange [or registration of transfer] of Warrant Certificates
shall be the valid obligations of the Company, evidencing the same obligations,
and entitled to the same benefits under this Agreement, as the Warrant
Certificates surrendered for such exchange [or registration or transfer].
SECTION 4.02. TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. [IF
OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--
subject to Section 4.01, each] [IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH
ARE IMMEDIATELY DETACHABLE OR WARRANTS ISSUED INDEPENDENT OF ANY OFFERED
SECURITIES--Each] Warrant Certificate shall be transferable by delivery and
shall be deemed negotiable and the bearer of each Warrant Certificate may be
treated by the Company, the Warrant Agent and all other persons dealing with
such bearer as the absolute owner thereof for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding.] [IF REGISTERED WARRANTS--Every
holder of a Warrant Certificate, by accepting the same, consents and agrees with
the Company, the Warrant Agent and with every subsequent holder of such Warrant
Certificate that until the transfer of the Warrant Certificate is registered on
the books of the Warrant Agent [or the register of the Offered Securities prior
to the Detachable Date], the Company, and the Warrant Agent [or the registrar of
the Offered Securities prior to the Detachable Date], may treat such registered
holder as the absolute owner thereof for any purpose and as the person entitled
to exercise the rights represented by the Warrants evidenced thereby, any notice
to contrary notwithstanding.]
SECTION 4.03. CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [, registration of transfer] or exercise of
the Warrants evidenced thereby, if surrendered to the Company, shall be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
5.
<PAGE>
ARTICLE V.
CONCERNING THE WARRANT AGENT
SECTION 5.01. WARRANT AGENT. The Company hereby appoints the Warrant
Agent as warrant agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth and
the Warrant Agent hereby accepts such appointment. The Warrant Agent shall have
the powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it in
writing. All of the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to and governed by
the terms and provisions hereof.
SECTION 5.02. CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) COMPENSATION AND INDEMNIFICATION. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the Warrant
Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the services rendered
hereunder by the Warrant Agent. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Warrant
Agent, arising out of or in connection with its acting as Warrant Agent
hereunder, as well as the costs and expenses of defending against any claim
of such liability.
(b) AGENT FOR THE COMPANY. In acting under this Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Company and does not assume any fiduciary obligation
or relationship of agency or trust for or with any of the holders of
Warrant Certificates or beneficial owners of Warrants.
(c) DOCUMENTS. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken, suffered or omitted by
it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(d) CERTAIN TRANSACTIONS. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest
in, Warrants and/or Warrant Securities and/or Offered Securities, with the
same rights that it or they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, it or they may
engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any
committee or body of holders of Warrant Securities, Offered Securities or
other obligations of the Company as freely as if it were not the Warrant
Agent hereunder.
(e) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(f) NO LIABILITY FOR INTEREST. The Warrant Agent shall transfer to
the Company interest on any monies at any time received by it pursuant to
any of the provisions of this Agreement or of the Warrant Certificates.
6.
<PAGE>
(g) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or in
the Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Company.
(h) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligation to take any action
hereunder which might involve it in any expense or liability, the payment
of which within a reasonable time is not, in its reasonable opinion,
assured to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrant
Certificates countersigned and delivered by it to the Company pursuant to
this Agreement or for the application by the Company of the proceeds of the
Warrant Certificates. The Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates
or in the case of the receipt of any written demand from a holder of a
Warrant Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise, or,
except as provided in Section 6.02 hereof, to make any demand upon the
Company.
SECTION 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR.
(a) The Company agrees, for the benefit of the holders from time to
time of the Warrant Certificates, that there shall at all times be a
Warrant Agent hereunder until all the Warrant Certificates are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which its desired resignation shall become effective; PROVIDED that
such date shall not be less than three months after the date on which such
notice is given unless the Company otherwise agrees. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument
in writing signed by or on behalf of the Company and specifying such
removal and the date upon which such removal shall become effective. Such
resignation or removal shall take effect upon the appointment by the
Company, as hereinafter provided, of a successor Warrant Agent (which shall
be a bank or trust company authorized under the laws of the jurisdiction of
its organization to exercise corporate trust powers) and the acceptance of
such appointment by such successor Warrant Agent. The obligations of the
Company under Section 5.02(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under the
Federal Bankruptcy Code, as now constituted or hereafter amended, or under
any other applicable Federal or state bankruptcy law or similar law or make
an assignment for the benefit of its creditors or consent to the
appointment of a receiver or custodian of all or any substantial part of
its property, or shall admit in writing its inability to pay or meet its
debts as they mature, or if a receiver or custodian of it or of all or any
substantial part of its property shall be appointed, or if an order of any
court shall be entered for relief against it under the provisions of the
Federal Bankruptcy Code, as now constituted or hereafter amended, or under
any other applicable Federal or state bankruptcy or similar law, of if any
public officer shall have taken charge or control of the Warrant Agent or
of its property or affairs, for the purpose of rehabilitation, conservation
or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and
7.
<PAGE>
acceptance by the successor Warrant Agent of such appointment, the Warrant Agent
shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges
and to transfer, deliver and pay over, and such successor Warrant Agent
shall be entitled to receive, all monies, securities and other property on
deposit with or held by such predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any
corporation to which the Warrant Agent shall sell or otherwise transfer all
or substantially all the assets and business of the Warrant Agent, provided
that it shall be qualified as aforesaid, shall be the successor Warrant
Agent under this Agreement without the execution or filing of any paper or
any further act on the part of any of the parties hereto.
ARTICLE VI.
MISCELLANEOUS
SECTION 6.01. AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; PROVIDED that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.
SECTION 6.02. NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT.
If the Warrant Agent shall receive any notice or demand addressed to the Company
by the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
SECTION 6.03. ADDRESSES. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to the Warrant
Agent at its principal corporate trust office at ______________________,
_________________________, Attention: _________________________, and any
communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Unocal Corporation, 1201 West Fifth Street, Los
Angeles, California 90017 Attention: Treasury Department or such other address
as shall be specified in writing by the Warrant Agent or the Company.
SECTION 6.04. NOTICES TO HOLDERS OF WARRANTS. Any notice to holders
of Warrants which by any provisions of this Agreement is required or permitted
to be given shall be given [IF REGISTERED WARRANTS--by first class mail, postage
prepaid, at such holder's address as appears on the books of the Warrant Agent
[or on the register of the Offered Securities prior to the Detachable Date] [IF
BEARER WARRANTS--by publication at least once in a daily morning newspaper in
New York City [, in London] and in ________].
8.
<PAGE>
SECTION 6.05. APPLICABLE LAW. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the substantive laws of the State of New York
without regard to any conflict of laws provisions.
SECTION 6.06. DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus with an accompanying prospectus
supplement relating to the Warrant Securities, and the Warrant Agent agrees that
upon the exercise of any Warrant, the Warrant Agent will deliver to the holder
of the Warrant Certificate evidencing such Warrant prior to or concurrently with
the delivery of the Warrant Securities issued upon such exercise, a copy of such
prospectus and prospectus supplement.
SECTION 6.07. OBTAINING OF GOVERNMENTAL APPROVALS. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
state laws and any applicable laws of other jurisdictions (including without
limitation a registration statement in respect of the Warrants and Warrant
Securities under the Securities Act of 1933) which may be or become required in
connection with the issuance, sale, transfer and delivery of the Warrant
Certificates, the exercise of the Warrants, the issuance, sale, transfer and
delivery of the Warrant Securities issued upon exercise of the Warrants or upon
the expiration of the period during which the Warrants are exercisable.
SECTION 6.08. PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing
in this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.
SECTION 6.09. HEADINGS. The descriptive headings of the several
Articles or Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
SECTION 6.10. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 6.11. INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent and the Company for inspection by the holder of any Warrant
Certificate. The Warrant Agent or the Company may require such holder to submit
his Warrant Certificate for inspection by it.
SECTION 6.12. PAYMENT OF STAMP AND OTHER DUTIES. The Company will pay
all stamp and other duties, if any, to which, under the laws of the United
States of America, the original issuance of the Warrant Certificates may be
subject.
9.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by one of their respective authorized officers as of the day and year
first above written.
UNOCAL CORPORATION
By _________________________________
Name:
Title:
[NAME OF WARRANT AGENT]
By ________________________________
Name:
Title:
10.
<PAGE>
ANNEX A
to Warrant Agreement
[FORM OF WARRANT CERTIFICATE]
[FACE OF WARRANT CERTIFICATE]
[FORM OF LEGEND IF SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE: PRIOR TO ______, 19___ THIS WARRANT CERTIFICATE CANNOT BE
TRANSFERRED OR EXCHANGED UNLESS ATTACHED TO A [TITLE OF OFFERED SECURITIES].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
WARRANTS TO PURCHASE
COMMON STOCK
Issued by
UNOCAL CORPORATION
VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON ____, 19___
[No.] ____________ _________________ Warrants
This certifies that [the bearer is the] [_____ or registered assigns
is the registered] owner of the above indicated number of Warrants, each Warrant
entitling such [bearer] [registered owner] to purchase, at any time [after
5:00 p.m. New York City time on _____________, 19__ and] at or before 5:00 p.m.
New York City time on _____________, 19__ (or such later date as may be selected
by Unocal Corporation, a Delaware corporation (the "Company") with notice to the
holder hereof as provided in the Warrant Agreement (as hereinafter defined)),
_______ shares of the Common Stock (the "Warrant Securities") of the Company, on
the following basis: during the period from and including _____________, 19___,
the exercise price of each Warrant will be [$______] per share of Common Stock;
during the period from ____________________, 19___, to and including
____________________, 19___, the exercise price of each Warrant will be
[$______] (the "Warrant Price"). The holder may exercise the Warrants evidenced
hereby by delivery to the Warrant Agent (as hereinafter defined) of this Warrant
Certificate, with the form of election to purchase on the reverse hereof
properly completed and duly executed and by paying in full, [in lawful money of
the United States of America] [in the foreign currency or currency unit in which
the Warrant Securities are denominated] by bank wire transfer in immediately
available funds the Warrant Price for each Warrant exercised to the warrant
agent, such delivery and payment to be made at the principal corporate trust
office of [name of Warrant Agent], or its successor as warrant agent (the
"Warrant Agent"), [or_____] currently at the address specified on the reverse
hereof, and upon compliance with and subject to the conditions set forth herein
and the Warrant Agreement.
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities. Upon any exercise of fewer than
all of the Warrants evidenced by this Warrant Certificate, there shall be issued
to the holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised, unless sufficient time does not exist to exercise such
Warrants in accordance with the provisions of the Warrant Agreement before the
Warrants become void.
1.
<PAGE>
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ________, 19__ (the "Warrant Agreement") between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the principal corporate trust office of the
Warrant Agent specified on the reverse hereof [and at __________].
[IF OFFERED SECURITIES WITH BEARER WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--prior to _________, 19__, this Warrant Certificate may be exchanged
or transferred only together with the [Title of Offered Securities] (the
"Offered Securities") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Securities. After such date, this] [IF OFFERED
SECURITIES WITH BEARER WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS
ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--This] Warrant Certificate may be
registered when this Warrant Certificate is surrendered at the principal
corporate trust office of the Warrant Agent [or ______] by the registered owner
or his assigns, in person or by his attorney duly authorized in writing, in the
manner and subject to the limitations provided in the Warrant Agreement.]
[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Except as provided in the immediately preceding paragraph, after]
[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--After] countersignature
by the Warrant Agent and prior to the expiration of this Warrant Certificate,
this Warrant Certificate may be exchanged at the principal corporate trust
office of the Warrant Agent [or _________] for Warrant Certificates,
representing the same aggregate number of Warrants, [in registered form] [in
bearer form] [in either registered or bearer form].
[IF NYSE LISTED, INSERT--; Warrants not exercised by 5 p.m. on the
date specified above ("Expired Unexercised Warrants") shall have a residual
value of one share of Common Stock of the Company per 100 Expired Unexercised
Warrants.]
This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Securities, including without limitation
the right to receive any dividend payments on the Warrant Securities.
This Warrant Certificate shall be governed by, and construed in
accordance with the laws of the State of New York without regard to any conflict
of laws provisions.
2.
<PAGE>
The Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of _______________, 19__.
UNOCAL CORPORATION
By __________________________________
Name:
Title:
[SEAL]
Attest:
_____________________________________
[Assistant] Secretary
[NAME OF WARRANT AGENT],
As Warrant Agent
By __________________________________
Name:
Title:
3.
<PAGE>
(REVERSE OF WARRANT CERTIFICATE)
INSTRUCTIONS FOR EXERCISE OF WARRANT
To exercise the Warrants evidenced hereby, the holder must pay by bank
wire transfer in immediately available funds the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent], at its principal corporate
trust office at [insert address of Warrant Agent], Attention: ______________,
[or ______________________________] which wire transfer must specify the name of
the holder and the number of Warrants exercised by such holder. In addition,
the holder must complete the information required below and present this Warrant
Certificate in person or by mail (registered mail is recommended) to the Warrant
Agent at the addresses set forth below. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent together with such wire
transfer. [If the undersigned is requesting delivery of Warrant Securities in
bearer form, the person entitled to physical delivery of such Warrant Securities
will be required to deliver a certificate (copies of which may be obtained from
the Warrant Agent [or _____________]) certifying that such Warrant Securities
are not being acquired by or on behalf of a U.S. person or for resale to a U.S.
person unless such U.S. person is qualified under United States tax laws and
regulations.]
TO BE EXECUTED UPON EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise ________
Warrants, evidenced by this Warrant Certificate, to purchase ______________
shares of the Common Stock (the "Warrant Securities") of Unocal Corporation and
represents that he has tendered payment for such Warrant Securities by bank wire
transfer in immediately available funds to the order of Unocal Corporation, in
care of (insert name and address of Warrant Agent)], in the amount of [$_____]
in accordance with the terms hereof. The undersigned requests that said number
of shares of Warrant Securities be registered form in the authorized
denominations, registered in such names and delivered], all as specified in
accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below or unless
sufficient time does not exist before the remaining Warrants become void.
Dated:
____________________________________ Name ___________________________
(Please Print)
_____________________________________ Address _________________________
(Insert Social Security or Other
Identifying Number of Holder) _________________________________
Signature _______________________
4.
<PAGE>
The Warrants evidenced hereby may be exercised at the following addresses:
By hand at ________________________________________________________________
________________________________________________________________
________________________________________________________________
By mail at ________________________________________________________________
________________________________________________________________
________________________________________________________________
5.
<PAGE>
[IF REGISTERED WARRANT]
ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY)
FOR VALUE RECEIVED __________ hereby sells assigns and transfers unto
Please insert social security
or other identifying number.
_________________________________
_________________________________ _________________________________
(Please print name and address
including zip code)
__________________________________________________________________________
The Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _________________________, Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.
Dated:
______________________________________
Signature
(Signature must conform in all respects to
the name of the holder as specified on the
face of this Warrant Certificate and must
bear a signature guarantee by a bank, trust
company or member broker of the New York,
Chicago or Pacific Stock Exchange.)
Signature Guaranteed:
_________________________________
6.
<PAGE>
EXHIBIT 4.11
[Form of Senior and Subordinated Security]
[Form of Face]
[If in bearer form, insert-- ANY UNITED STATES PERSON WHO HOLDS THIS
OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS SECURITY SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS
HEREOF.]
[If an Original Issue Discount Security, insert-- FOR PURPOSES OF
SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE ISSUE
PRICE ("THE ISSUE PRICE") OF THIS SECURITY IS ____% OF ITS PRINCIPAL AMOUNT, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ____% OF ITS PRINCIPAL
AMOUNT, THE ORIGINAL ISSUE DATE IS ___________, 19___, AND THE YIELD TO MATURITY
IS ____%. THE METHOD USED TO DETERMINE THE YIELD IS ____________, AND THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF
___________, 19___, TO ___________, 19___, IS ____% OF THE PRINCIPAL AMOUNT OF
THIS SECURITY. THE ECONOMIC YIELD COULD BE DIFFERENT FROM THE HYPOTHETICAL
YIELD TO MATURITY FOR TAX PURPOSES.]
[If a Registered Global Security, insert-- UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY 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 REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
<PAGE>
UNION OIL COMPANY OF CALIFORNIA
Payment of Principal, Interest and Premium, if any,
Guaranteed by
UNOCAL CORPORATION
[insert applicable title of Security]
[FORM OF SENIOR SECURITY]
[FORM OF SUBORDINATED SECURITY]
No. $___________________
Union Oil Company of California, a corporation duly organized and
existing under the laws of the State of California (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to [if the Security is in registered
form insert--_________________________, or registered assigns] [IF THE SECURITY
IS IN BEARER FORM, INSERT--to the bearer] upon surrender hereof the principal
sum of _______________Dollars on ___________ [IF THE SECURITY IS CONVERTIBLE,
EXCHANGEABLE OR REDEEMABLE, INSERT-- (unless converted, exchanged or redeemed)]
[IF THE SECURITY IN REGISTERED FORM IS TO BEAR INTEREST PRIOR TO STATED
MATURITY, INSERT--, and to pay interest thereon from ____________ or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ____________ and ___________ in each year,
commencing _____________ ______________, at the rate of _______% per annum,
until the principal hereof is paid or made available for payment] [IF THE
SECURITY IS IN BEARER FORM INSERT--, and to pay interest on each Interest
Payment Date, commencing _________, on said principal sum until payment of said
sum has been made or duly provided for but only, in the case of such interest
due on or before the Stated Maturity, upon presentation and surrender of the
interest Coupons attached hereto ("Coupon") as they shall severally mature.] [IF
APPLICABLE INSERT--, and (to the extent that the payment of such interest shall
be legally enforceable) at the rate of _______% per annum on any overdue
principal and premium and on any overdue installment of interest]. [IF THE
SECURITY IS IN REGISTERED FORM, INSERT--The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date shall, as provided in
such Indenture, be paid to the Person in whose name this Security is registered
at the close of business on the Regular Record Date for such interest, which
shall be the ___ or _____ (whether or not such day is a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirement of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.]
[IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT--
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum, which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of _____% per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall
2
<PAGE>
accrue from the date of such demand for payment to the date payment of such
interest has been made or duly provided for, and such interest shall also be
payable on demand.]
[IF THE SECURITY IS IN REGISTERED FORM, INSERT--payment of the
principal (and premium, if any) and [IF APPLICABLE, INSERT--any such] interest
on this Security will be made at the offices or agencies of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,]
[IF THIS SECURITY IS IN BEARER FORM, INSERT--Unless otherwise provided herein,
payments of principal (including premium, if any) shall be made, subject to any
laws or regulations applicable thereto and to the right of the Company (limited
as provided in the Indenture) to rescind the designation of any such Paying
Agent, at the offices of ___________ in ___________, or at such other offices or
agencies outside the United States (as defined below) as the Company may
designate, at the option of the Holder, by [United States Dollar] check drawn on
a bank in The City of New York or by transfer of [United States Dollars] to an
account maintained by the payee with a bank located outside the United States.
No payment of principal of (including premium, if any) or interest on this
Security shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained in the United States; PROVIDED, HOWEVER, unless otherwise
provided herein, that payment of principal of (including premium, if any) and
interest on this Security (including any additional amounts that may be payable
as provided below) shall be made at the offices or agencies of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
if (but only if) payment in United States dollars of such principal (including
premium, if any), interest or additional amounts, as the case may be, at all
offices or agencies outside the United States maintained for that purpose by the
Company in accordance with the Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.] Such payments with respect to
this Security will be made [IF THIS SECURITY IS PAYABLE IN UNITED STATES
DOLLARS, INSERT--in such coin or currency of the United States of America] [IF
THIS SECURITY IS NOT PAYABLE IN UNITED STATES DOLLARS, INSERT--in such foreign
currency or currency unit or ECU of _______________] as at the time of payment
is legal tender for payment of public and private debts [IF APPLICABLE, INSERT
; PROVIDED, HOWEVER, that at the option of the Company payment of interest may
be made by check mailed on the applicable Interest Payment Date to the address
of the Person entitled thereto as such address shall appear in the Security
Register]. The Company may also appoint additional paying agents.
[IF THE SECURITY IS IN BEARER FORM, INSERT--[The Company shall pay to
the Holder of this Security who is a United States Alien (as defined below) such
additional amounts as may be necessary in order that every net payment of the
principal of (and premium, if any) and interest on this Security, after
deduction or other withholding for or on account of any present or future tax,
assessment or other governmental charge imposed upon or as a result of such
payment by the United States or any political subdivision or taxing authority
thereof or therein, shall not be less than the amount provided for in this
Security to be then due and payable; PROVIDED, HOWEVER, that the foregoing
obligation to pay additional amounts will not apply to any one or more of the
following:
(a) any tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary, member, or shareholder of, or a person holding a power over,
such Holder, if such Holder is an estate, a trust, a partnership, or a
corporation) and the United States, including, without limitation, such
Holder (or such fiduciary, settlor, beneficiary, person holding a power,
member, or shareholder) being or having been a citizen or resident or
treated as a resident thereof, or being or having been engaged in a trade
or business or present therein, or having or having had a permanent
establishment therein, or (ii) such Holder's present or former status as a
personal holding company, a foreign personal holding company, a controlled
foreign corporation for United States tax purposes, a corporation that
accumulates earnings to avoid United States Federal income tax or a tax
exempt organization or private foundation;
(b) any tax, assessment or other governmental charge imposed by
reason of such Holder owning, actually or constructively, 10% or more of
the total combined voting power of all classes of stock of the Company
entitled to vote or by reason of the fact such Holder is a controlled
foreign corporation related to the Company through stock ownership;
3
<PAGE>
(c) any tax, assessment or other governmental charge that would not
have been imposed but for the failure to comply with any certification,
identification or other reporting requirements concerning the nationality,
residence, identity or connection with the United States or with the
Company or the Guarantor of the Holder or beneficial owner of this
Security, if compliance is required by statute or by regulation of the
United States Treasury Department as a precondition to exemption from such
tax, assessment or other governmental charge;
(d) any estate, inheritance, gift, sales, transfer, personal property
or any similar tax, assessment or governmental charge;
(e) any tax, assessment or other governmental charge that is payable
otherwise than by deduction or withholding from payments of principal of
(and premium, if any) or interest on this Security; or
(f) any tax, assessment or other governmental charge that would not
have been imposed but for the presentation by the Holder of this Security
for payment on a date more than 15 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;
nor shall additional amounts be paid with respect to any payment of
principal of (and premium, if any) or interest on this Security to any
United States Alien who is a fiduciary or partnership or other than the
sole beneficial owner of any such payment to the extent that a beneficiary
or settlor with respect to such fiduciary, a member of such a partnership
or the beneficial owner would not have been entitled to the additional
amounts had such beneficiary, settlor, member or beneficial owner been the
Holder of this Security. The term "United States Alien" means any Person
who, for United States Federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust or a foreign partnership one or more
of the members of which is, for United States Federal income tax purposes,
a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust, and the term "United States"
means the United States of America (including the States and the District
of Columbia) and its possessions, which include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island, and Northern
Mariana Islands.]
[IF THE SECURITY IS IN BEARER FORM, INSERT--Notwithstanding the
foregoing, if and so long as a certification, identification or other
information reporting requirement referred to on the reverse hereof would be
fully satisfied by payment of a backup withholding tax or similar charge, the
Company may elect, by so stating in the Determination Notice (as defined on the
reverse hereof), to have the provisions of this paragraph apply in lieu thereof.
In such event, the Company shall pay as additional amounts such amounts as may
be necessary so that every net payment made following the effective date of such
requirement outside the United States by the Company or any of its Paying Agents
of principal (and premium, if any) or interest due in respect of this Security
or any Coupon of which the beneficial owner is a United States Alien (but
without any requirement that the nationality, residence or identity, other than
status as a United States Alien, of such beneficial owner be disclosed to the
Company, any Paying Agent or any governmental authority), after deduction or
withholding for or on account of such backup withholding tax or similar charge
other than a backup withholding tax or similar charge which is (i) the result of
a certification, identification or information reporting requirement described
in the second parenthetical clause of the first sentence of the preceding
paragraph, or (ii) imposed as a result of the fact that the Company or any of
its Paying Agents has actual knowledge that the beneficial owner of this
Security is within the category of Persons described in clause (a) of the second
paragraph of this Security, or (iii) imposed as a result of presentation of this
Security or Coupon for payment more than 15 days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later, shall not be less than the amount provided for in
this Security to be then due and payable.]
4
<PAGE>
This Security is one of a duly authorized issuance of [INSERT--
_______________] of the Company, which have been issued under and are governed
by the terms of an indenture dated as of _______ ____, 199___ (the "Indenture")
among the Company, Unocal Corporation, a corporation duly organized and existing
under the laws of the State of Delaware, as Guarantor (the "Guarantor", which
term includes any successor guarantor under the Indenture), and [IF THE SECURITY
IS A SENIOR SECURITY, INSERT--Chemical Trust Company of California, a
corporation duly organized and existing under the laws of the state of
California] [IF THE SECURITY IS A SUBORDINATED SECURITY, INSERT--name of
Subordinated Trustee], as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), which incorporates the Standard
Multiple-Series Indenture Provisions, January 1991, of the Issuer and the
Guarantor, dated as of January 2, 1991, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights thereunder of the Company, the Guarantor, the Trustee and the
Holders of the Securities, and the terms upon which the Securities are, and are
to be, authenticated and delivered.
[IF APPLICABLE, INSERT--This Security is unsecured and the
indebtedness of the Company evidenced by this Security, including the principal
hereof and interest hereon, is, to the extent and in the manner set forth in the
Indenture, subordinate and junior in right of payment to the obligations of each
of the Company and the Guarantor, respectively, to holders of Senior Debt of the
Company, as defined in the Indenture, and each Holder of this Security or a
Coupon, if any, appertaining to this Security, by accepting the same, agrees to
and shall be bound by such provisions of the Indenture and all other provisions
of the Indenture.]
The provisions of this Security are continued on the reverse hereof
and the provisions there set forth shall for all purposes have the same effect
as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee under the Indenture, or its successor thereunder, by
the manual signature of one of its, or its Authenticating Agent's, authorized
signatories, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, UNION OIL COMPANY OF CALIFORNIA has caused this
instrument to be executed in its corporate name by the manual or facsimile
signature of its Chairman of the Board of Directors, its Chief Executive
Officer, its President, its Chief Operating Officer, its Chief Financial
Officer, one of its Vice Presidents, its Treasurer or one of its Assistant
Treasurers, and impressed or imprinted with its corporate seal or facsimile
thereof, attested by the manual or facsimile signature of its Secretary or one
of its Assistant Secretaries.
UNION OIL COMPANY OF CALIFORNIA
By
-------------------------------
Title:
[Seal]
Attest:
By
------------------------------
[Assistant] Secretary
5
<PAGE>
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated herein issued
under the within-mentioned Indenture.
Dated:
[ ],
As Trustee
By____________________________________
Authorized [Officer][Signatory]
[Form of Reverse of Security]
UNION OIL COMPANY OF CALIFORNIA
Payment of Principal, Interest and Premium, if any,
Guaranteed by
UNOCAL CORPORATION
[insert applicable Title of Security]
[Form of Senior Security]
[Form of Subordinated Security]
This Security is one of a duly authorized issuance of securities of
the Company designated as its ____________ (the "Securities"), limited to an
aggregate principal amount of $_______________, subject to reduction or increase
upon the determination of the Company, all issued or to be issued in one or more
series under the Indenture among the Company, the Guarantor and the Trustee.
[IF THE SECURITY IS IN BEARER FORM, INSERT--The Securities of this
series are issuable as Bearer Securities, with interest Coupons attached, in
denominations of [U.S. $__________] [IF IN REGISTERED FORM, INSERT--The
Securities of this series are issuable as Registered Securities, without
Coupons, in denominations of [U.S. $_________________] and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, [Bearer Securities] [Registered Securities] of this series
are exchangeable for a like aggregate principal amount of Registered Securities
of this series and of like tenor, of any authorized denominations, as requested
by the Holder surrendering the same, upon surrender of the Security or
Securities to be exchanged, with all unmatured Coupons and all matured Coupons
in default thereto appertaining, at any office or agency described below where
Registered Securities of this series may be presented for registration of
transfer; [IF APPLICABLE, INSERT--PROVIDED, HOWEVER, that Bearer Securities
surrendered in exchange for Registered Securities between the Regular Record
Date (or Special Record Date) and the relevant Interest Payment Date (or Default
Interest Payment Date) shall be surrendered without the Coupon relating to such
Interest Payment Date. Bearer Securities may not be issued in exchange for
Registered Securities.]
[IF APPLICABLE, INSERT--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days notice by mail, [IF
APPLICABLE, INSERT--(1) on ________ commencing with the year _______ and ending
with the year __________ through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (2)] at any
time [on or after _______________,
6
<PAGE>
19_____], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed [on or before ___________, _____% and if redeemed] during the 12-
month period beginning ________ of the years indicated,
Redemption Redemption
Year Price Year Price
---- ----------- ---- -----------
and thereafter at a Redemption Price equal to __% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT--(whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest payments whose Stated Maturity is on such
Redemption Date shall be payable to the Holders of such Securities [IF IN
REGISTERED FORM, INSERT--of record at the close of business on the relevant
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.] [IF IN BEARER FORM, INSERT--only upon presentation and surrender of
Coupons for such interest at an office or agency located outside the United
States, except as herein provided otherwise.]
[IF APPLICABLE, INSERT--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days notice by mail, (1) on
______ in any year commencing with the year ______ and ending with the year
_____ through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at
any time [on or after _______], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
________ of the years indicated,
Redemption Price Redemption Price for
for Redemption Redemption Otherwise
Through Operation Than Through Operation
Year of the Sinking Fund of the Sinking Fund
---- ------------------- ----------------------
and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest payments whose Stated Maturity is on such Redemption Date will be
payable to the Holders of such Securities of record at the close of business on
the relevant Regular Record Dates referred to on the face hereof, all as
provided in the Indenture.]
[IF APPLICABLE INSERT--The Securities may be redeemed at the option of
the Company as a whole, but not in part, at any time at a Redemption Price equal
to 100% of the principal amount thereof, together with accrued interest to the
date fixed for redemption, if the Company shall determine that as a result of
(a) any change in or amendment to, the laws (or regulations or rulings
promulgated thereunder) of the United States or of any political subdivision or
taxing authority thereof or therein affecting taxation, or any change in
application or official interpretation of such laws, regulations or rulings, or
(b) any action, including any of those specified in clause (a) of this sentence,
taken by a taxing authority of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, which action is
generally applied or is taken with respect to the Company or the Guarantor, or
(c) a decision rendered by a court of competent jurisdiction in the United
States or any political subdivision thereof, whether or not such decision was
rendered with respect to the Company or the Guarantor, or (d) a technical advice
memorandum or other pronouncement issued by the National Office of the United
States Internal Revenue Service on substantially the same facts as those
affecting the Company or the Guarantor, there is a substantial likelihood that
the Company or the Guarantor
7
<PAGE>
will be required to pay additional amounts pursuant to the obligations of the
Company evidenced on the face hereof with respect to the Securities.]
[The sinking fund for this series provides for the redemption on
_______ in each year beginning with the year ______ and ending with the year
____ of [not less than] $__________ ("mandatory sinking fund") and not more than
$__________ aggregate principal amount of Securities of this series. Securities
of this series acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made--in the inverse order in
which they become due.]
[IF APPLICABLE, INSERT--In addition, if the Company determines, based
upon a written opinion of independent counsel, that any payment made or to be
made outside the United States by the Company or any of its Paying Agents of the
full or partial amount of principal (and premium, if any) or interest due with
respect to any Bearer Security or Coupon would, under any present or future laws
or regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security or Coupon who is a United States Alien
(as defined on the face hereof) (other than such a requirement (a) that would
not be applicable to a payment made by the Company or any one of its Paying
Agents (i) directly to the beneficial owner or (ii) to any custodian, nominee or
other agent of the beneficial owner, or (b) that can be satisfied by the
custodian, nominee or other agent certifying that the beneficial owner is a
United States Alien, PROVIDED that in each case referred to in Clauses (a)(ii)
and (b) payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement), the Company at its
election will either (x) redeem the Securities, as a whole but not in part, upon
not less than 30 nor more than 60 days prior notice as described below, at a
Redemption Price equal to 100% of their principal amount, together with interest
accrued to the Redemption Date or (y) if and so long as certain conditions of
the [fourth] paragraph (excluding the legends) on the face of this security are
satisfied, pay the additional amounts specified in such paragraph. The Company
will make such determination and election and notify the Trustee thereof as soon
as practicable, and the Trustee will promptly give notice of such determination
(the "Determination Notice") in the manner described below in each case stating
the effective date of such certification, identification or information
reporting requirement, whether the Company will redeem the Securities or will
pay the additional amounts specified in such paragraph and (if applicable) the
last date by which the redemption of the Securities must take place. If the
Company elects to redeem the Securities, such redemption shall take place on
such Redemption Date, not later than one year after publication of the
Determination Notice, as the Company elects by notice to the Trustee at least
75 days before such Redemption Date, unless shorter notice is acceptable to the
Trustee. Notwithstanding the foregoing, the Company will not so redeem the
Securities if the Company, based upon an opinion of independent counsel,
subsequently determines, not less than 30 days prior to the Redemption Date that
subsequent payments would not be subject to any such requirement, in which case
the Company will notify the Trustee, which will promptly give notice of that
determination in the manner described below, and any earlier redemption notice
will thereupon be revoked and of no further effect. If the Company elects as
provided in Clause (y) above to pay additional amounts, and as long as the
Company is obligated to pay such additional amounts, the Company may
subsequently redeem the Securities, at any time, as a whole but not in part,
upon not less than 30 nor more than 60 days prior notice given in the manner
described below, at a Redemption Price equal to 100% of their principal amount,
together with interest accrued to the Redemption Date, but without reduction for
applicable United States witholding taxes.]
[IF APPLICABLE, INSERT--Determination Notice will be given by
publication in an Authorized Newspaper in The City of New York, London and, if
the Securities of this series are then listed on the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock
exchange shall so require, in Luxembourg or in any other city outside the United
States or, if not practicable, elsewhere in Europe, and by mail to Holders of
Registered Securities.]
[IF APPLICABLE, INSERT--Notice of redemption will be given by
publication in an Authorized Newspaper in The City of New York, London and, if
the Securities of this series are then listed on the
9
<PAGE>
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, in Luxembourg or in any other
city outside the United States or, if not practicable, elsewhere in Europe, and
by mail to Holders of Registered Securities, not less than 30 nor more than
60 days prior to the Redemption Date, all as provided in the Indenture.]
[IF APPLICABLE, INSERT--Notice of redemption shall be given by first-
class mail, postage prepaid, mailed not less than 30 or more than 60 days prior
to the Redemption Date, as provided in the Indenture.]
[IF APPLICABLE, INSERT--At any time after __________ the Securities of
this series may be redeemed, as a whole or from time to time in part, at the
option of the Company at a Redemption Price equal to their principal amount plus
accrued interest to the Redemption Date.]
In case of redemption of less than all of the Securities of this
series at the time outstanding, the Securities of this series to be redeemed
shall be selected by the Trustee in such manner as the Trustee shall deem
appropriate and fair, as provided in the Indenture.
[IF APPLICABLE, INSERT--In the event of redemption of this Security in
part only, a new Security or Securities of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]
[IF APPLICABLE, INSERT--Subject to and upon compliance with the
provisions of the Indenture (unless previously redeemed), this Security, if
submitted for redemption, is subject to redemption, at the option of the Holder,
[If Securities of the series are issuable as Bearer Securities, insert--on or
after the Exchange Date]. The Holder's option so to redeem is exercisable at a
Redemption Price equal to 100% of the principal amount hereof plus accrued
interest to the Redemption Date. For this Security to be submitted for such
redemption, the Company must receive at the office of one of the Paying Agents,
at least 30 days prior to the Redemption Date, this Security [If Securities of
the series are issuable as Bearer Securities, insert--together with all Coupons
maturing after the Redemption Date,] accompanied by written notice to the
Company that the Holder hereof instructs the Company to redeem this Security.
Such notice shall state (i) the CUSIP number of this Security; (ii) the portion
of the principal amount of this Security to be purchased, which portion must be
an integral multiple of $1,000; and (iii) that this Security is to be purchased
by the Company pursuant to the applicable provisions hereof. [If Securities of
the series are issuable as Bearer Securities, insert--The Holder of this
Security may elect to submit for redemption by the Company such Security as a
whole but not in part.] Such notice duly received shall be irrevocable.]
[IF THE SECURITY IS [CONVERTIBLE] [EXCHANGEABLE] INTO [PREFERRED
STOCK] [COMMON STOCK] OF THE GUARANTOR, INSERT- Subject to the provisions of the
Indenture, the Holder of this Security is entitled, at its option, at any time
on or before [insert date] (except that, in case this Security or any portion
hereof shall be called for redemption, such right shall terminate with respect
to this Security or portion hereof, as the case may be, so called for redemption
at the close of business on the Redemption Date as provided in the Indenture
unless the Guarantor defaults in making the payment due upon redemption), to
[convert] [exchange] the principal amount of this Security (or any portion
hereof which is [insert minimum denomination] or an integral multiple thereof),
into fully paid and non-assessable shares (calculated as to each [conversion]
[exchange] to the nearest 1/100th of a share) of the [Preferred Stock] [Common
Stock] of the Guarantor, as said shares shall be constituted at the date of
[conversion] [exchange], at the initial [conversion] [exchange] price of $_____
principal amount of Securities for each share of [Preferred Stock] [Common
Stock], or at the adjusted [conversion] [exchange] price in effect at the date
of [conversion] [exchange], upon surrender of this Security, together with the
[conversion] [exchange] notice hereon duly executed, to the Guarantor at the
designated office or agency of the Guarantor in _______, accompanied (if so
required by the Guarantor) by instruments of transfer, in form satisfactory to
the Guarantor and to the Trustee, duly executed by the Holder or by its duly
authorized attorney in writing. [Such surrender shall, if made during any
period beginning at the close of business on a Regular Record Date and ending at
the opening of business on the Interest Payment Date next following such Regular
Record Date (unless this Security or the portion being [converted] [exchanged]
shall have been called for redemption on a Redemption Date during such period),
also be accompanied by payment in funds acceptable to the Guarantor
9
<PAGE>
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of this Security then being [converted] [exchange]. Subject to
the aforesaid requirement of repayment and, in the case of a [conversion]
[exchange] after the Regular Record Date next preceding any Interest Payment
Date and on or before such Interest Payment Date, to the right of the Holder of
this Security (or any Predecessor Security) of record at such Regular Record
Date to receive an installment of interest (with certain exceptions provided in
the Indenture), no adjustment is to be made on [conversion] [exchange] for
interest accrued hereon or for dividends on shares of [Preferred Stock] [Common
Stock] of the Guarantor issued on [conversion] [exchange].] The Guarantor [is]
[is not] required to issue fractional shares upon any such [conversion]
[exchange] [but shall make adjustment therefor in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.]
[The [conversion] [exchange] price is subject to adjustment as provided in the
following paragraph. In the event of [conversion] [exchange] of this Security
in part only, a new Security or Securities for the [unconverted] [unexchanged]
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.]
[IF THE SECURITY IS [CONVERTIBLE] [EXCHANGEABLE] INTO [PREFERRED
STOCK] [COMMON STOCK] OF THE GUARANTOR, INSERT APPLICABLE CONVERSION ADJUSTMENT
AND ANTI-DILUTION PROVISIONS.]
[IF THE SECURITY IS AN "INDEXED" SECURITY, INSERT APPLICABLE
PROVISIONS.]
[IF THE SECURITY IS AN "AMORTIZING" SECURITY, INSERT APPLICABLE
PROVISIONS.]
[IF APPLICABLE, INSERT--The Indenture contains provisions permitting
the Company and the Guarantor to terminate each of their obligations with
respect to certain provisions of the Indenture and as to the payment of the
principal of (and premium, if any) and interest on Securities of this series if
the Company or the Guarantor shall have deposited or caused to be deposited
irrevocably with the Trustee as a trust fund specifically pledged as security
for, and dedicated solely to, the benefit of the holders of the Securities of
this series (i) money in an amount (in such currency, currencies or currency
unit or units in which any such Securities are payable) or (ii) in the case of
such Securities, if any, denominated in U.S. Dollars, direct non-callable and
non-redeemable obligations of, or non-callable and non-redeemable obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligation the full faith and credit of the United States is pledged, or, in
the case of such Securities, if any, denominated in a Foreign Currency, foreign
government securities which are direct, non-callable and non-redeemable
obligations of, or non-callable and non-redeemable obligations guaranteed by the
government that issued the currency, for payment of which guarantee or
obligation the full faith and credit of such government is pledged, which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide, not later than the due date of any payment of
principal (including any premium) and interest, if any, under such Securities,
money in an amount or (iii) a combination of (i) and (ii) sufficient (in the
opinion with respect to (ii) and (iii) of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee) to pay and discharge each installment of principal of
(including any premium), and interest, if any, on, such Securities, on the dates
such installments of interest or principal are due in the currency, currencies
or currency unit or units, in which such Securities are payable; PROVIDED,
HOWEVER, that for the purposes of this paragraph, Securities shall include
Securities of this series which may be issued upon exercise of warrants;
PROVIDED FURTHER, HOWEVER, that the Company or the Guarantor shall not make or
cause to be made the deposit provided by this paragraph unless the Company or
the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the
effect that there will not occur any violation of the Investment Company Act of
1940, as amended, on the part of the Company or the Guarantor, the trust funds
representing such deposit or the Trustee as a result of such deposit and the
related exercise of the Company's or the Guarantor's option under the
Indenture.]
[IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY,--If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]
[IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY,--If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may
10
<PAGE>
be declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to--INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal (and
premium, if any) of and interest, if any, on the Securities of this series shall
terminate.]
The Indenture contains provisions permitting the Company, the
Guarantor and the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all affected series
at the time outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of the Securities
of such series; PROVIDED, HOWEVER, that no such supplemental indenture may
without the consent of the Holder of each Security so affected thereby
(a) change the Stated Maturity of the principal, or any installment of
principal, of any Securities of such series, (b) reduce the principal amount
thereof, (c) reduce the rate of interest thereon, or premium payable upon
redemption thereof, (d) reduce the principal amount of any Original Issue
Discount Security payable upon acceleration of the Maturity thereof, (e) change
the place of payment on or with respect to the Security or the currency or
currency unit in which any Security or any premium or interest thereon is
payable or the obligation to pay additional amounts, (f) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Security on or after the Stated Maturity or Redemption Date thereof, (g) reduce
the percentage in principal amount of Outstanding Securities of such series, the
consent of which is required for any supplemental indenture or waiver (of
compliance with certain Indenture provisions or certain defaults under the
Indenture and their consequences), (h) change the obligation of the Company to
maintain an office or agency in the places and for the purposes required by the
Indenture, (i) make any change that would adversely affect the right to convert
any convertible Securities. It is also provided in the Indenture that the
Holders of a majority in aggregate principal amount of the Securities of such
series at the time outstanding may on behalf of the Holders of all of the
Securities of such series waive any past default under the Indenture and its
consequences, except a default in the payment of the principal of (and premium,
if any) or interest on any of the Securities of such series or in respect of a
covenant or provision of the Indenture which cannot be modified or amended
without the consent of each affected Holder. Any such consent or waiver by the
Holder of this Security (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder [IF BEARER, INSERT--and upon all future
Holders] of this Security and of any Security issued in exchange or substitution
herefor [IF APPLICABLE, INSERT--and upon registration of transfer hereof,]
whether or not any notation of such consent or waiver is made upon this
Security. Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture.]
Except for recourse against the Guarantor pursuant to the Guarantee,
no recourse shall be had for the payment of the principal of (and premium, if
any) or the interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, employee as such, past, present or future, of the Company or the
Guarantor, or of any respective successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
[IF APPLICABLE, INSERT--The transfer of this Security is registrable
by the registered owner hereof in person or by his attorney duly authorized in
writing at the office of the Security Registrar or at the office of any transfer
agent designated by the Company for such purpose. Subject to the terms of the
Indenture, upon payment of a service charge and a sum sufficient to reimburse
the Company for any tax or other governmental charge incident [IF APPLICABLE,
INSERT--to transfer] [IF APPLICABLE, INSERT--or exchange of a bearer security
for a registered security] (except the Company shall pay for such service
charges if the securities are listed on a stock exchange that requires the
Company to pay such charges as a condition to listing) and upon surrender and
cancellation of this Security upon any such registration of transfer, a new
Security or Securities of authorized denomination or denominations, for the same
aggregate principal amount, shall be issued to the transferee in exchange
herefor.]
11
<PAGE>
[IF THE SECURITY IS IN REGISTERED FORM, INSERT--prior to due
presentation of this Security for registration of transfer, the Company, the
Guarantor, the Trustee, the Authenticating Agent, if any, any agent of the
Company, the Guarantor or the Trustee, the Paying Agent and the Security
Registrar shall deem and treat the person in whose name this Security is
registered upon the Security Register of the Company as the absolute owner of
this Security (whether or not this Security shall be overdue) for the purpose of
receiving payment of or on account of the principal hereof and, subject to the
provisions on the face hereof, interest due hereon and for all other purposes,
and neither the Company, the Guarantor, the Trustee, any Paying Agent, the
Security Registrar nor any agent of the Company, the Guarantor or the Trustee
shall be affected by any notice or knowledge to the contrary.]
[IF THE SECURITY IS IN BEARER FORM, INSERT--Title to any Bearer
Security and any Coupons appertaining thereto shall pass by delivery. The
Company, the Trustee and any agent of the Company, the Guarantor, or the Trustee
may treat the Holder of any Bearer Security and the Holder of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or Coupon be overdue, and neither the Company, the Trustee nor
the agent of the Company, the Guarantor or the Trustee shall be affected by
notice or knowledge to the contrary.]
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal aggregate amount of the Outstanding Securities of this
series shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, the Trustee shall not have
received from the Holders of a majority in aggregate principal amount of the
Outstanding Securities of this series a direction inconsistent with such request
and the Trustee shall have failed to institute such proceeding within 60 days;
PROVIDED, HOWEVER, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of and
(premium, if any) or interest on this Security on or after the respective due
dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay or provide for the payment of the
principal of (and premium, if any) and interest (including additional amounts,
as described on the face hereof) on this Security at the times, places and rate,
and in the coin or currency, herein prescribed.
[IF APPLICABLE, INSERT--The transfer of this Security is registrable
by the registered owner hereof in person or by his attorney duly authorized in
writing at the office of the Security Registrar or at the office of any transfer
agent designated by the Company for such purpose, subject to the terms of the
Indenture, upon payment of a service charge for registration of transfer and
payment of a sum sufficient to reimburse the Company for any tax or other
governmental charge incident to transfer (except the Company will pay for such
service charges if the Securities are listed on a stock exchange that requires
the Company to pay such charges as a condition to listing), and upon surrender
and cancellation of this Security upon any such registration of transfer, a new
Security or Securities of authorized denomination or denominations, for the same
aggregate principal amount, will be issued to the transferee in exchange
herefor.]
[IF THE SECURITY IS A SENIOR SECURITY, INSERT--This Security and the
Guarantee hereof will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company and the Guarantor, respectively.]
The Indenture, the Guarantee, the Securities and any Coupons
appertaining hereto shall be governed by and construed in accordance with the
laws of the State of New York.
[If this Security is denominated in a currency other than
U.S. Dollars, make appropriate changes to the foregoing.]
12
<PAGE>
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
[FORM OF GUARANTEE]
FOR VALUE RECEIVED, UNOCAL CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Guarantor," which term includes any successor corporation under the Indenture
(hereinafter called the "Indenture") referred to in the Security upon which this
Guarantee is endorsed), hereby unconditionally guarantees to the Holders from
time to time of the Securities (a) the full and prompt payment of the principal
of and any premium on any Security when and as the same shall become due and
payable, whether at the Stated Maturity thereof, by acceleration, redemption or
otherwise and (b) the full and prompt payment of any interest on any Security
when and as the same shall become due, according to the terms of such Security
and the Indenture. In addition, the Guarantor hereby unconditionally agrees
that upon default by the Company in the payment when due of the principal of
(and premium, if any) and interest on the Securities (whether at Stated Maturity
thereof, acceleration, redemption or otherwise) the Guarantor will forthwith pay
the same, without further notice or demand.
The obligations of the Guarantor hereunder shall be absolute and
unconditional and shall remain in full force and effect until the entire
principal of and interest and any premium on the Securities shall have been paid
or provided for in accordance with the provisions of the Indenture, and such
obligations shall not be affected, modified or impaired upon the happening from
time to time of any event, including without limitation any of the following,
whether or not with notice to, or the consent of, the Guarantor:
(a) the waiver, surrender, compromise, settlement, release or
termination of any or all of the obligations, covenants or agreements of the
Company under the Indenture or the Securities [IF APPLICABLE, INSERT--or
Coupons], unless the waiver, surrender, compromise, settlement, release or
termination is made specifically applicable to the Guarantor;
(b) the failure to give notice to the Guarantor of the occurrence of
an Event of Default;
(c) the waiver, compromise or release of the payment, performance or
observance by the Company of any or all of its obligations, covenants or
agreements contained in the Indenture, unless such waiver, compromise or release
is made specifically applicable to the Guarantor;
(d) the extension of the time for payment of any principal of (and
premium, if any) or interest on any Security [IF APPLICABLE, INSERT--or Coupons]
or for any other payment under the Indenture or of the time for performance of
any other obligations, covenants or agreements under or arising out of the
Indenture;
(e) the modification or amendment (whether material or otherwise) of
any obligation, covenant or agreement set forth in the Indenture or the
Securities;
(f) the taking or the omission of any of the actions referred to in
the Indenture and any of the actions under the Securities [IF APPLICABLE,
INSERT--or Coupons];
(g) any failure, omission, delay or lack on the part of the Trustee
to enforce, assert or exercise any right, power or remedy conferred on the
Trustee in the Indenture, or any other act or acts on the part of the Trustee or
any of the Holders from time to time of the Securities [IF APPLICABLE, INSERT--
or Coupons];
(h) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all the assets, marshalling of assets
and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition with creditors or
readjustment of, or other
13
<PAGE>
similar proceedings affecting the Guarantor, or the Company or any of the assets
of any of them, or any allegation or contest of the validity of the Guarantee in
any such proceeding;
(i) to the extent permitted by law, the release or discharge by
operation of law of the Company from the performance or observance of any
obligation, covenant or agreement contained in the Indenture, unless the
Guarantor is also so released or discharged by operation of law;
(j) the default or failure of the Guarantor or the Trustee fully to
perform any of its obligations set forth in the Indenture or the Securities [IF
APPLICABLE, INSERT--or Coupons]; or
(k) the invalidity of the Indenture or the Securities [IF APPLICABLE,
INSERT--or Coupons] or any part of any thereof.
No set-off, counterclaim, reduction, or diminution of any obligation,
or any defense of any kind or nature which the Guarantor has or may have against
the Trustee shall be available hereunder to the Guarantor against the Trustee to
reduce the payments of the Guarantor under this Guarantee.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication on the Security to which this
Guarantee is endorsed has been executed by or on behalf of the Trustee, by the
manual signature of one of its, or its Authenticating Agent's, authorized
signatories, this Guarantee shall not be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.
Dated:
UNOCAL CORPORATION
By
-----------------------------------
Title:
[CORPORATE SEAL]
Attest:
___________________________________
[Assistant] Secretary
14
<PAGE>
[Form of Coupon]
[Form of Face]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNION OIL COMPANY OF CALIFORNIA Principal Amount
Guaranteed by Unocal Corporation (U.S. $__________)
Security No.
Interest Payment Date: Original Issuance Date of Security:
Interest Amount: Maturity Date of Security:
This Coupon appertains to a Union Oil Company of California [NAME OF
SECURITY] of the Principal Amount and with the Original Issuance Date and the
Maturity Date specified above (the "Security"), the number of which is set forth
above.
Unless the Security shall have been called for previous redemption and
payment thereof shall have been duly provided for, on the Interest Payment Date
set forth above, Union Oil Company of California (herein called the "Company")
shall pay to bearer, upon surrender hereof, the Interest Amount shown above
(together with any additional amounts in respect thereof that the Company may be
required to pay according to the terms of said Security and the Indenture
referred to therein) in the offices of the Paying Agents set out on the reverse
hereof or at such other offices or agencies as otherwise provided in the
Security to which this Coupon appertains, which shall be located outside the
United States of America (including the States and the District of Columbia) or
its possessions, which include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and Northern Mariana Islands (collectively the
"United States") as the Company may designate from time to time, at the option
of the Holder, by United States Dollar check drawn on a bank in The City of New
York or by transfer of United States Dollars to an account maintained by the
payee with a bank located outside the United States, being [one year] or [six
months] or such other period as accrued interest then payable on said Security.
This Coupon shall be governed by, and construed in accordance with,
the laws of the State of New York.
[If this Coupon is payable in a currency other than U.S. dollars,
make appropriate changes to the foregoing.]
UNION OIL COMPANY OF CALIFORNIA
By
---------------------------------------------
Title:
[Form of Reverse]
[Identify Trustee and Paying Agents]
15
<PAGE>
EXHIBIT 4.12
[Form of Temporary Global Bearer Fixed Rate Security]
[Form of Face]
Temporary Global Bearer Security
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS SECURITY IS A TEMPORARY GLOBAL SECURITY, [WITHOUT COUPONS] [WITH
COUPONS], EXCHANGEABLE FOR [A PERMANENT GLOBAL BEARER SECURITY] [DEFINITIVE
SECURITIES], [WITHOUT COUPONS] [WITH COUPONS], AT THE PRINCIPAL OFFICE OF THE
TRUSTEE (AS DEFINED HEREIN) IN LONDON ON OR AFTER THE ISSUANCE DATE HEREOF UPON
PRESENTATION OF THE CERTIFICATION SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN). THE RIGHTS ATTACHING TO THIS TEMPORARY GLOBAL SECURITY, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR [A PERMANENT GLOBAL BEARER
SECURITY] [A DEFINITIVE SECURITY], ARE AS SPECIFIED HEREIN AND IN THE INDENTURE.
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL
BEARER SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT
PURSUANT TO THE PROVISIONS HEREOF.
[IF AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT--FOR PURPOSES OF
SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE ISSUE
PRICE (THE "ISSUE PRICE") OF THIS SECURITY IS ____% OF ITS PRINCIPAL AMOUNT, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ____% OF ITS PRINCIPAL
AMOUNT, THE ORIGINAL ISSUE DATE IS ___________, 19___, AND THE YIELD TO MATURITY
IS ____%. THE METHOD USED TO DETERMINE THE YIELD IS ____________, AND THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF
___________, 19___, TO ___________, 19___, IS ____% OF THE PRINCIPAL AMOUNT OF
THIS SECURITY. THE ECONOMIC YIELD COULD BE DIFFERENT FROM THE HYPOTHETICAL
YIELD TO MATURITY FOR TAX PURPOSES.]
<PAGE>
UNION OIL COMPANY OF CALIFORNIA
Payment of Principal, Interest and Premium, if any,
Guaranteed by
UNOCAL CORPORATION
[Form of Temporary Global Fixed Rate Security]
[Insert Title of Security]
No:___________ Principal Amount
U.S.$ _______________
Original Issuance Date: Stated Maturity:
Interest Rate:
This Temporary Global Security is a temporary global security in
respect of a duly authorized issuance of _______________________________(the
"Securities") of Union Oil Company of California, a corporation duly organized
and existing under the laws of the State of California (the "Company," which
term includes any successor corporation under the indenture hereinafter referred
to), of the Principal Amount specified above (as adjusted on Schedule A hereto,
referred to herein as the "Principal Amount"), with the Original Issuance Date
specified above (the "Original Issuance Date") and the Stated Maturity specified
above (the "Stated Maturity") and bearing interest on said Principal Amount at
the per annum Interest Rate specified above (the "Interest Rate").
The Company, for value received, hereby promises to pay to the bearer
upon surrender hereof the Principal Amount on the Stated Maturity specified
above [IF SECURITY IS CONVERTIBLE, EXCHANGEABLE OR REDEEMABLE, INSERT-- (unless
earlier converted, exchanged or redeemed)] and to pay interest on said Principal
Amount at the per annum Interest Rate specified above on each succeeding
Interest Payment Date (as defined below), until payment of said principal sum
has been made or made available for payment commencing _____________________
______, but only, in the case of such interest due on or before maturity,
upon presentation and surrender of the interest Coupons attached hereto
("Coupon") as they severally mature. Unless otherwise provided herein, such
payments (including premium, if any) shall be made, subject to any laws or
regulations applicable thereto and to the right of the Company (limited as
provided in the Indenture hereinafter referred to) to rescind the designation
of any such Paying Agent, at the offices of _________________________
in_______________________________ or at such other offices or agencies outside
the United States (as defined below) as the Company may designate, or at the
option of the Holder, by United States dollar check drawn on a bank in The City
of New York or by transfer of United States dollars to an account maintained by
the payee with a bank located outside the United States. Interest on this
Security shall be payable to Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euro-clear System ("Euro-clear"), or CEDEL, S.A.
("Cedel") (or such other entity performing similar functions as selected by the
Company and approved by the Trustee in its reasonable discretion) on such
Interest Payment Date upon delivery by Euro-clear or Cedel (or such other entity
performing similar functions as selected by the Company and approved by the
Trustee in its reasonable discretion) to the Trustee of a certificate in the
form provided in the Indenture for credit without further interest on or after
such Interest Payment Date to the respective accounts of the Persons who are the
beneficial owners of this Security (or to such other accounts as they may
direct), and upon receipt by Euro-clear or Cedel (or such other entity
performing similar functions as selected by the Company and approved by the
Trustee in its reasonable discretion) of a certificate from such beneficial
owner, as provided in the Indenture. No payment of principal of (including
premium, if any) or interest on this Security shall be made at any office
2
<PAGE>
or agency of the Company in the United States or by check mailed to any address
in the United States; or by transfer to an account maintained in the United
States; PROVIDED, HOWEVER, unless otherwise provided herein, that payment of
principal of (including premium, if any) and interest on this Security
(including any additional amounts that may be payable as provided below) shall
be made at the offices or agencies of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, if (but only if) payment in
United States dollars of such principal (including premium, if any), interest or
additional amounts, as the case may be, at all offices or agencies outside the
United States maintained for that purpose by the Company in accordance with the
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.
The Company shall pay to the Holder of this Security who is a United
States Alien (as defined below) such additional amounts as may be necessary in
order that every net payment of the principal of (and premium, if any) and
interest on this Security, after deduction or other withholding for or on
account of any present or future tax, assessment or other governmental charge
imposed upon or as a result of such payment by the United States or any
political subdivision or taxing authority thereof or therein, shall not be less
than the amount provided for in this Security to be then due and payable;
PROVIDED, HOWEVER, that the obligation to pay additional amounts will not apply
to any one or more of the following:
(a) any tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or person holding a power over, such
Holder, if such Holder is an estate, a trust, a partnership, or a
corporation) and the United States, including, without limitation, such
Holder (or such fiduciary, settlor, beneficiary, person holding a power,
member or shareholder) being or having been a citizen or resident or
treated as a resident thereof, or being or having been engaged in a trade
or business or present therein, or having or having had a permanent
establishment therein, or (ii) such Holder's present or former status as a
personal holding company, a foreign personal holding company, a controlled
foreign corporation for United States tax purposes, a corporation that
accumulates earnings to avoid United States Federal income tax or a tax
exempt organization or private foundation;
(b) any tax, assessment or other governmental charge imposed by
reason of such Holder owning, actually or constructively, 10% or more of
the total combined voting power of all classes of stock of the Company
entitled to vote or by reason of the fact such Holder is a controlled
foreign corporation related to the Company through stock ownership;
(c) any tax, assessment or other governmental charge that would not
have been imposed but for the failure to comply with any certification,
identification or other reporting requirements concerning the nationality,
residence, identity or connection with the United States or with the
Company or the Guarantor of the Holder or beneficial owner of this
Security, if compliance is required by statute or by regulation of the
United States Treasury Department as a precondition to exemption from such
tax, assessment or other governmental charge;
(d) any estate, inheritance, gift, sales, transfer, personal property
or any similar tax, assessment or governmental charge;
(e) any tax, assessment or other governmental charge that is payable
otherwise than by deduction or withholding from payments of principal of
(and premium, if any) or interest on this Security; or
(f) any tax, assessment or other governmental charge that would not
have been imposed but for the presentation by the Holder of this Security
for payment on a date more than 15 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;
3
<PAGE>
nor shall additional amounts be paid with respect to any payment of principal of
(and premium, if any) or interest on this Security to any United States Alien
who is a fiduciary or partnership or other than the sole beneficial owner of any
such payment to the extent that a beneficiary or settlor with respect to such
fiduciary, a member of such a partnership or the beneficial owner would not have
been entitled to the additional amounts had such beneficiary, settlor, member or
beneficial owner been the Holder of this Security. The term "United States
Alien" means any Person who, for United States Federal income tax purposes, is a
foreign corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust or a foreign partnership one or more of
the members of which is, for United States Federal income tax purposes, a
foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust, and the term "United States" means the
United States of America (including the States and the District of Columbia) and
its possessions, which include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and Northern Mariana Islands.
Notwithstanding the foregoing, if and so long as a certification,
identification or other information reporting requirement referred to herein
would be fully satisfied by payment of a backup withholding tax or similar
charge, the Company may elect, by so stating in the Determination Notice (as
defined on the reverse hereof), to have the provisions of this paragraph apply
in lieu thereof. In such event, the Company shall pay as additional amounts
such amounts as may be necessary so that every net payment made following the
effective date of such requirement outside the United States by the Company or
any of its Paying Agents of principal (and premium, if any) or interest due in
respect of this Security or any Coupon of which the beneficial owner is a United
States Alien (but without any requirement that the nationality, residence or
identity, other than status as a United States Alien, of such beneficial owner
be disclosed to the Company, any Paying Agent or any governmental authority),
after deduction or withholding for or on account of such backup withholding tax
or similar charge other than a backup withholding tax or similar charge which is
(i) the result of a certification, identification or information reporting
requirement described in the second parenthetical clause of the first sentence
of the preceding paragraph, or (ii) imposed as a result of the fact that the
Company or any of its Paying Agents has actual knowledge that the beneficial
owner of this Security is within the category of Persons described in clause (a)
above, or (iii) imposed as a result of presentation of this Security or Coupon
for payment more than 15 days after the date on which such payment becomes due
and payable or on which payment thereof is duly provided for, whichever occurs
later, shall not be less than the amount provided for in this Security to be
then due and payable.
This Temporary Global Security is exchangeable in whole or from time
to time in part for [a Permanent Global Bearer Security] [definitive [Bearer]
[Registered] Securities] of the same series and of like tenor with the same
Issuance Date, Stated Maturity and Interest Rate and, if this Temporary Global
Security is an Original Issue Discount Security, with the same Issue Price
specified in the legend above, following the Exchange Date when the beneficial
owner or a financial institution or a clearing organization through which the
beneficial owner directly holds his interest in this Temporary Global Security
instructs Euro-clear or Cedel (or such other entity performing similar functions
as selected by the Company and approved by the Trustee in its reasonable
discretion) to request such an exchange on his behalf and delivers to Euro-clear
or Cedel (or such other entity performing similar functions as selected by the
Company and approved by the Trustee in its reasonable discretion) the
certificate required under the Indenture dated as of a date no earlier than
15 days prior to the date on which Euro-clear or Cedel (or such other entity
performing similar functions as selected by the Company and approved by the
Trustee in its reasonable discretion) furnishes to the Common Depositary the
certificate set forth in the Indenture. Upon exchange of any portion of this
Temporary Global Security for [a Permanent Global Bearer Security] [definitive
[Bearer] [Registered] Securities], the Trustee referred to on the reverse
thereof shall endorse Schedule A of this Temporary Global Security to reflect
the reduction of its Principal Amount by an amount equal to the aggregate
principal amount to be [entered on the grid attached to the Permanent Global
Bearer Security] [issued in definitive form], whereupon the Principal Amount
hereof shall be reduced for all purposes by the amount so exchanged and noted.
Except as otherwise provided herein or in the Indenture, until exchanged in full
for [a Permanent Global Bearer Security] [definitive securities], this Temporary
Global Security shall in all respects be subject to and entitled to the same
benefits and conditions under the Indenture as the duly authenticated and
delivered [Permanent Global Bearer Security] [definitive Security].
4
<PAGE>
Interest, if any, payable in respect of an Interest Payment Date
occurring prior to the Exchange Date will be paid to each of Euro-clear and
Cedel (and such other entity performing similar functions as selected by the
Company and approved by the Trustee in its reasonable discretion) with respect
to that portion of this Security held for its account by the Common Depositary
upon certification by Euro-clear or Cedel (or such other entity performing
similar functions as selected by the Company and approved by the Trustee in its
reasonable discretion), as the case may be, to the Trustee, as required by the
Indenture.
This Security has been issued under and is governed by the terms of an
indenture dated as of _____________, 199___ (the "Indenture") among the Company,
Unocal Corporation, a corporation duly organized and existing under the laws of
the State of Delaware, as Guarantor (the "Guarantor," which term includes any
successor guarantor under the Indenture) and [IF THE SECURITY IS A SENIOR
SECURITY, INSERT--Chemical Trust Company of California, a corporation duly
organized and existing under the laws of the state of California] [IF THE
SECURITY IS A SUBORDINATED SECURITY, INSERT--name of Subordinated Trustee], as
Trustee (the "Trustee," which term includes any successor trustee under the
Indenture), which incorporates the Standard Multiple-Series Indenture
Provisions, January 1991, of the Issuer and the Guarantor, dated as of January
2, 1991, to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Guarantor, the Trustee and
the Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered.
[IF APPLICABLE, INSERT--this Security is unsecured and the
indebtedness of the Company evidenced by this Security, including the principal
hereof (and premium, if any) and interest hereon, is, to the extent and in the
manner set forth in the Indenture, subordinate and junior in right of payment to
the obligations of each of the Company and the Guarantor, respectively, to
Holders of Senior Debt of the Company or the Guarantor, as the case may be, as
defined in the Indenture, and each Holder of this Security or a Coupon, if any,
appertaining to this Security, by accepting the same, agrees to and shall be
bound by such provisions of the Indenture and all other provisions of the
Indenture.]
The provisions of this Security are continued on the reverse hereof
and the provisions there set forth shall for all purposes have the same effect
as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee under the Indenture, or its successor thereunder, by manual
signature of one of its, or the Authenticating Agent's, authorized signatories,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
[If this Security is not interest-bearing, or is denominated in a
currency other than U.S. Dollars, make appropriate changes to the foregoing.]
5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed in its corporate name by the manual or facsimile signature of its
Chairman of the Board of Directors, its Chief Executive Officer, its President,
its Chief Operating Officer, its Chief Financial Officer, one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers and impressed or
imprinted with its corporate seal or facsimile thereof, attested by the manual
or facsimile signature of its Secretary or one of its Assistant Secretaries.
UNION OIL COMPANY OF CALIFORNIA
By
---------------------------------------
Title:
[Seal]
Attest:
- --------------------------------
[Assistant] Secretary
6
<PAGE>
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated herein issued under
the within-mentioned Indenture.
Dated:
[ ],
As Trustee
By___________________________________
Authorized [Officer][Signatory]
[Form of Reverse]
[Form of Temporary Global Fixed Rate Security]
UNION OIL COMPANY OF CALIFORNIA
Payment of Principal, Interest and Premium, if any,
Guaranteed by
UNOCAL CORPORATION
[Insert Title of Security]
This Security is one of a duly authorized issuance of securities of
the Company designated as its _______________________________ (the
"Securities"), limited to an aggregate principal amount of U.S. $_________,
subject to reduction or increase upon the determination of the Company, issued
or to be issued in one or more series under the Indenture among the Company, the
Guarantor and the Trustee. The Securities of this series are issuable as Bearer
Securities, with interest Coupons attached, in denominations of [U.S. $_________
________] and as Registered Securities, without Coupons, in denominations of
[U.S. $_________] and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Bearer
Securities and Registered Securities of this series are exchangeable for a like
aggregate principal amount of Registered Securities of this series and of like
tenor, of any authorized denominations, as requested by the Holder surrendering
the same, upon surrender of the Security or Securities to be exchanged, with all
unmatured Coupons and all matured Coupons in default thereto appertaining, at
any office or agency described below where Registered Securities of this series
may be presented for registration of transfer; PROVIDED, HOWEVER, that Bearer
Securities surrendered in exchange for Registered Securities between a Regular
Record Date and the relevant Interest Payment Date shall be surrendered without
the Coupon relating to such Interest Payment Date. Bearer Securities may not be
issued in exchange for Registered Securities.
[IF APPLICABLE, INSERT--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days notice by mail, [(1)] [IF
APPLICABLE INSERT--on _______________________________ in any year commencing
with the year _______________ and ending with the year _______________ through
operation of the sinking fund for this series at a Redemption Price equal to
100% of the principal amount, and (2)] [IF APPLICABLE, INSERT--at any time [on
or after _________________________, 19_____], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount):
7
<PAGE>
If redeemed [on or before _____________________________, _____%, and if
redeemed] during the 12-month period beginning _______________ of the years
indicated.
Redemption Redemption
Year Price Year Price
---- ---------- ---- ----------
and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT--[whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date; but interest payments on this Security the Stated Maturity
of which is on such Redemption Date will be payable only upon presentation and
surrender of Coupons for such interest (at an office or agency located outside
the United States, except as herein provided otherwise).]
[IF APPLICABLE, INSERT--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days notice by mail, (1) on
_________________________in any year commencing with the year __________ and
ending with the year _________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [or after _______________________________, 19_____],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below if redeemed
during the 12-month period beginning ____________ of the years indicated.
Redemption Price Redemption Price for
for Redemption Redemption Otherwise
Through Operation Than Through Operation
Year of the Sinking Fund of the Sinking Fund
---- ------------------- ----------------------
and thereafter at a Redemption Price equal to _______% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date; but
interest payments on this Security the Stated Maturity of which is on such
Redemption Date will be payable only upon presentation and surrender of Coupons
for such interest (at an office or agency located outside the United States,
except as herein provided otherwise).]
[IF APPLICABLE, INSERT--The Securities may be redeemed at the option
of the Company as a whole, but not in part, at any time at a Redemption Price
equal to 100% of the principal amount thereof, together with accrued interest to
the date fixed for redemption, if the Company shall determine that as a result
of (a) any change in or amendment to, the laws (or regulations or rulings
promulgated thereunder) of the United States or of any political subdivision or
taxing authority thereof or therein affecting taxation, or any change in
application or official interpretation of such laws, regulations or rulings, or
(b) any action, including any of those specified in clause (a) of this sentence,
taken by a taxing authority of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, which action is
generally applied or is taken with respect to the Company or the Guarantor, or
(c) a decision rendered by a court of competent jurisdiction in the United
States or any political subdivision thereof, whether or not such decision was
rendered with respect to the Company or the Guarantor, or (d) a technical advice
memorandum or other pronouncement issued by the National Office of the United
States Internal Revenue Service on substantially the same facts as those
affecting the Company or the Guarantor, there is a substantial likelihood that
the Company or the Guarantor will be required to pay additional amounts pursuant
to the obligations of the Company evidenced on the face hereof with respect to
the Securities.]
8
<PAGE>
[IF APPLICABLE, INSERT--The sinking fund for this series provides for
the redemption on _______________________________ in each year, beginning with
the year _____ and ending with the year _______ [not less than (U.S. $______]
[("mandatory sinking fund") and not more than [U.S. $___________]] aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [mandatory] sinking
fund payments may be credited against subsequent [mandatory] sinking fund
payments otherwise required to be made--in the inverse order in which they
become due].
[IF APPLICABLE, INSERT--In addition, if the Company determines, based
upon a written opinion of independent counsel, that any payment made or to be
made outside the United States by the Company or any of its Paying Agents of the
full or partial amount of principal (and premium, if any) or interest due with
respect to any Bearer Security or Coupon would, under any present or future laws
or regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Security or Coupon who is a United States Alien
(as defined on the face hereof) (other than such a requirement (a) that would
not be applicable to a payment made by the Company or any one of its Paying
Agents (i) directly to the beneficial owner or (ii) to any custodian, nominee or
other agent of the beneficial owner, or (b) that can be satisfied by the
custodian, nominee or other agent certifying that the beneficial owner is a
United States Alien, PROVIDED that in each case referred to in Clauses (a)(ii)
and (b) payment by such custodian, nominee or other agent of such beneficial
owner is not otherwise subject to any such requirement), the Company at its
election will either (x) redeem the Securities, as a whole but not in part, upon
not less than 30 nor more than 60 days prior notice as described below, at a
Redemption Price equal to 100% of their principal amount, together with interest
accrued to the Redemption Date, or (y) if and so long as the conditions of the
fourth paragraph (excluding the legends and chart) on the face of this Security
are satisfied, pay the additional amounts specified in such paragraph. The
Company will make such determination and election and notify the Trustee thereof
as soon as practicable, and the Trustee will promptly give notice of such
determination (the "Determination Notice") in the manner described below, in
each case stating the effective date of such certification, identification or
information reporting requirement, whether the Company will redeem the
Securities or will pay the additional amounts specified in such paragraph and
(if applicable) the last date by which the redemption of the Securities must
take place. If the Company elects to redeem the Securities, such redemption
shall take place on such Redemption Date, not later than one year after
publication of the Determination Notice, as the Company elects by notice to the
Trustee at least 75 days before such date, unless shorter notice is acceptable
to the Trustee. Notwithstanding the foregoing, the Company will not so redeem
the Securities if the Company, based upon an opinion of independent counsel,
subsequently determines, not less than 30 days prior to the Redemption Date,
that subsequent payments would not be subject to any such requirement, in which
case the Company will notify the Trustee, which will promptly give notice of
that determination in the manner described below, and any earlier redemption
notice will thereupon be revoked and of no further effect. If the Company
elects as provided in Clause (y) above to pay additional amounts, and as long as
the Company is obligated to pay such additional amounts, and as long as the
Company is obligated to pay additional amounts, the Company may subsequently
redeem the Securities, at any time, as a whole but not in part, upon not less
than 30 nor more than 60 days prior notice given in the manner described below,
at a Redemption Price equal to 100% of their principal amount, together with
interest accrued to the Redemption Date, but without reduction for applicable
United States withholding taxes.]
[IF APPLICABLE, INSERT--Determination of Notice will be given by
publication in an Authorized Newspaper in The City of New York, London and, if
the Securities of this series are then listed on the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock
exchange shall so require, in Luxembourg or in any other city outside the United
States or, if not practicable, elsewhere in Europe, and by mail to Holders of
Registered Securities.]
[IF APPLICABLE, INSERT--Notice of redemption will be given by
publication in an Authorized Newspaper in The City of New York, London and, if
the Securities of this series are then listed on the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock
exchange shall so require, in Luxembourg or in any other city outside the United
States or, if not practicable,
9
<PAGE>
elsewhere in Europe, and by mail to Holders of Registered Securities, not less
than 30 nor more than 60 days prior to the Redemption Date, all as provided in
the Indenture.]
[IF APPLICABLE, INSERT--Notice of redemption shall be given by first-
class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior
to the Redemption Date, as provided in the Indenture.]
[IF APPLICABLE, INSERT--At any time after _____________ the Securities
of this series may be redeemed, as a whole or from time to time in part, at the
option of the Company at a Redemption Price equal to their principal amount plus
accrued interest to the Redemption Date.]
In case of redemption of less than all of the Securities of this
series at the time outstanding, the Securities of this series to be redeemed
shall be selected by the Trustee in such manner as the Trustee shall deem
appropriate and fair, as provided in the Indenture.
[IF APPLICABLE, INSERT--In the event of redemption of this Security in
part only, a new Security or Securities of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]
[IF APPLICABLE, INSERT--Subject to and upon compliance with the
provisions of the Indenture (unless previously redeemed), this Security, if
submitted for redemption, is subject to redemption, at the option of the Holder,
[If Securities of the series are issuable as Bearer Securities, insert--on or
after the Exchange Date]. The Holder's option so to redeem is exercisable at a
Redemption Price equal to 100% of the principal amount hereof plus accrued
interest to the Redemption Date. For this Security to be submitted for such
redemption, the Company must receive at the office of one of the Paying Agents,
at least 30 days prior to the Redemption Date, this Security [If Securities of
the series are issuable as Bearer Securities, insert--together with all Coupons
maturing after the Redemption Date,] accompanied by written notice to the
Company that the Holder hereof instructs the Company to redeem this Security.
Such notice shall state (i) the CUSIP number of this Security; (ii) the portion
of the principal amount of this Security to be purchased, which portion must be
an integral multiple of $1,000; and (iii) that this Security is to be purchased
by the Company pursuant to the applicable provisions hereof. [If Securities of
the series are issuable as Bearer Securities, insert--The Holder of this
Security may elect to submit for redemption by the Company such Security as a
whole but not in part.] Such notice duly received shall be irrevocable.]
[IF THE SECURITY IS [CONVERTIBLE] [EXCHANGEABLE] INTO [PREFERRED
STOCK] [COMMON STOCK] OF THE GUARANTOR, INSERT- Subject to the provisions of
the Indenture, the Holder of this Security is entitled, at its option, at any
time on or before [insert date] (except that, in case this Security or any
portion hereof shall be called for redemption, such right shall terminate with
respect to this Security or portion hereof, as the case may be, so called for
redemption at the close of business on the Redemption Date as provided in the
Indenture unless the Guarantor defaults in making the payment due upon
redemption), to [convert] [exchange] the principal amount of this Security (or
any portion hereof which is [insert minimum denomination] or an integral
multiple thereof), into fully paid and non-assessable shares (calculated as to
each [conversion] [exchange] to the nearest 1/100th of a share) of the
[Preferred Stock] [Common Stock] of the Guarantor, as said shares shall be
constituted at the date of [conversion] [exchange], at the initial [conversion]
[exchange] price of $_____ principal amount of Securities for each share of
[Preferred Stock] [Common Stock], or at the adjusted [conversion] [exchange]
price in effect at the date of [conversion] [exchange], upon surrender of this
Security, together with the [conversion] [exchange] notice hereon duly executed,
to the Guarantor at the designated office or agency of the Guarantor in _______,
accompanied (if so required by the Guarantor) by instruments of transfer, in
form satisfactory to the Guarantor and to the Trustee, duly executed by the
Holder or by its duly authorized attorney in writing. [Such surrender shall, if
made during any period beginning at the close of business on a Regular Record
Date and ending at the opening of business on the Interest Payment Date next
following such Regular Record Date (unless this Security or the portion being
[converted] [exchanged] shall have been called for redemption on a Redemption
Date during such period), also be accompanied by payment in funds acceptable to
the Guarantor of an amount equal to the interest payable on such Interest
Payment Date on the principal amount of this Security then being [converted]
[exchange]. Subject to the aforesaid requirement of repayment and, in the case
10
<PAGE>
of a [conversion] [exchange] after the Regular Record Date next preceding any
Interest Payment Date and on or before such Interest Payment Date, to the right
of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain
exceptions provided in the Indenture), no adjustment is to be made on
[conversion] [exchange] for interest accrued hereon or for dividends on shares
of [Preferred Stock] [Common Stock] of the Guarantor issued on [conversion]
[exchange].] The Guarantor [is] [is not] required to issue fractional shares
upon any such [conversion] [exchange] [but shall make adjustment therefor in
cash on the basis of the current market value of such fractional interest as
provided in the Indenture.] [The [conversion] [exchange] price is subject to
adjustment as provided in the following paragraph. In the event of [conversion]
[exchange] of this Security in part only, a new Security or Securities for the
[unconverted] [unexchanged] portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.]
[IF THE SECURITY IS [CONVERTIBLE] [EXCHANGEABLE] INTO [PREFERRED
STOCK] [COMMON STOCK] OF THE GUARANTOR, INSERT APPLICABLE CONVERSION ADJUSTMENT
AND ANTI-DILUTION PROVISIONS.]
[IF THE SECURITY IS AN "INDEXED" SECURITY, INSERT APPLICABLE
PROVISIONS.]
[IF THE SECURITY IS AN "AMORTIZING" SECURITY, INSERT APPLICABLE
PROVISIONS.]
[IF APPLICABLE, INSERT--The Indenture contains provisions permitting
the Company and the Guarantor to terminate each of their obligations with
respect to certain provisions of the Indenture and as to the payment of the
principal of (and premium, if any) and interest on Securities of this series if
the Company or the Guarantor shall have deposited or caused to be deposited
irrevocably with the Trustee as a trust fund specifically pledged as security
for, and dedicated solely to, the benefit of the holders of the Securities of
this series (i) money in an amount (in such currency, currencies or currency
unit or units in which any such Securities are payable) or (ii) in the case of
such Securities, if any, denominated in U.S. Dollars, direct non-callable and
non-redeemable obligations of, or non-callable and non-redeemable obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligation the full faith and credit of the United States is pledged, or, in
the case of such Securities, if any, denominated in a Foreign Currency, foreign
government securities which are direct, non-callable and non-redeemable
obligations of, or non-callable and non-redeemable obligations guaranteed by the
government that issued the currency, for payment of which guarantee or
obligation the full faith and credit of such government is pledged, which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide, not later than the due date of any payment of
principal (including any premium) and interest, if any, under such Securities,
money in an amount or (iii) a combination of (i) and (ii) sufficient (in the
opinion with respect to (ii) and (iii) of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee) to pay and discharge each installment of principal of
(including any premium), and interest, if any, on, such Securities, on the dates
such installments of interest or principal are due in the currency, currencies
or currency unit or units, in which such Securities are payable; PROVIDED,
HOWEVER, that for the purposes of this paragraph, Securities shall include
Securities of this series which may be issued upon exercise of warrants;
PROVIDED FURTHER, HOWEVER, that the Company or the Guarantor shall not make or
cause to be made the deposit provided by this paragraph unless the Company or
the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the
effect that there will not occur any violation of the Investment Company Act of
1940, as amended, on the part of the Company or the Guarantor, the trust funds
representing such deposit or the Trustee as a result of such deposit and the
related exercise of the Company's or the Guarantor's option under the
Indenture.]
[IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY,--If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]
[IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY,--If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to--INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so
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<PAGE>
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal (and premium, if any) of and interest, if any, on
the Securities of this series shall terminate.]
The Indenture contains provisions permitting the Company, the
Guarantor and the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all affected series
at the time outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of the Securities
of such series; PROVIDED, HOWEVER, that no such supplemental indenture may
without the consent of the Holder of each Security so affected thereby
(a) change the Stated Maturity of the principal, or any installment of
principal, of any Securities of such series, (b) reduce the principal amount
thereof, (c) reduce the rate of interest thereon, or premium payable upon
redemption thereof, (d) reduce the principal amount of any Original Issue
Discount Security payable upon acceleration of the Maturity thereof, (e) change
the place of payment on or with respect to the Security or the currency or
currency unit in which any Security or any premium or interest thereon is
payable or the obligation to pay additional amounts, (f) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Security on or after the Stated Maturity or Redemption Date thereof, (g) reduce
the percentage in principal amount of Outstanding Securities of such series, the
consent of which is required for any supplemental indenture or waiver (of
compliance with certain Indenture provisions or certain defaults under the
Indenture and their consequences), (h) change the obligation of the Company to
maintain an office or agency in the places and for the purposes required by the
Indenture, (i) make any change that would adversely affect the right to convert
any convertible Securities. It is also provided in the Indenture that the
Holders of a majority in aggregate principal amount of the Securities of such
series at the time outstanding may on behalf of the Holders of all of the
Securities of such series waive any past default under the Indenture and its
consequences, except a default in the payment of the principal of (and premium,
if any) or interest on any of the Securities of such series or in respect of a
covenant or provision of the Indenture which cannot be modified or amended
without the consent of each affected Holder. Any such consent or waiver by the
Holder of this Security (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued in exchange or substitution herefor and upon
registration of transfer hereof, whether or not any notation of such consent or
waiver is made upon this Security. Holders of Securities may not enforce their
rights pursuant to the Indenture or the Securities except as provided in the
Indenture.
Except for recourse against the Guarantor pursuant to the Guarantee,
no recourse shall be had for the payment of the principal (and premium, if any)
of or the interest on this Security, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer, director
or employee, as such, past, present or future, of the Company or the Guarantor,
or of any respective successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of this
series shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, the Trustee shall not have
received from the Holders of a majority in aggregate principal amount of the
Outstanding Securities of this series a direction inconsistent with such request
and the Trustee shall have failed to institute such proceeding within 60 days;
PROVIDED, HOWEVER, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of and
(premium, if any) or interest on this Security on or after the respective due
dates expressed herein.
12
<PAGE>
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay or provide for the payment of the
principal of (and premium, if any) and interest (including additional amounts,
as described on the face hereof) on this Security at the times, places and rate,
and in the coin or currency, herein prescribed.
Subject to the terms of the Indenture, upon payment of a service
charge and a sum sufficient to reimburse the Company for any tax or other
governmental charge incident to transfer (except the Company will pay for such
service charges if the securities are listed on a stock exchange that requires
the Company to pay such charges as a condition to listing) and upon surrender
and cancellation of this Security upon any such transfer, a new Security or
Securities of authorized denomination or denominations, for the same aggregate
principal amount, will be issued to the transferee in exchange herefor.
Title to Bearer Securities and any Coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of a Bearer Security of any series and any Coupon
appertaining thereto, as the absolute owner thereof for the purpose of receiving
payment thereof or on account thereof and for all other purposes, whether or not
such Security or such Coupon is overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice or
knowledge to the contrary.
Interest payments for this Security will include interest accrued to
but excluding the Interest Payment Date. Interest payments for this Security
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months.
The interest rate on this Security will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general applicability. Under present New York law, the maximum
rate of interest is 25% per annum on a simple interest basis. This limit may
not apply if $2,500,000 or more has been invested in this Security.
[IF APPLICABLE, INSERT--This Security and the Guarantee hereof will
rank on a parity with all other unsecured and unsubordinated indebtedness of the
Company and the Guarantor, respectively.]
The Indenture, the Guarantee, the Securities and any Coupons
appertaining hereto shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
---------------------------------
[FORM OF GUARANTEE]
FOR VALUE RECEIVED, UNOCAL CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Guarantor," which term includes any successor corporation under the Indenture
(hereinafter called the "Indenture") referred to in the Security upon which this
Guarantee is endorsed), hereby unconditionally guarantees to the Holders from
time to time of the Securities (a) the full and prompt payment of the principal
of and any premium on any Security when and as the same shall become due and
payable, whether at the Stated Maturity thereof, by acceleration, redemption or
otherwise and (b) the full and prompt payment of any interest on any Security
when and as the same shall become due, according to the terms of such Security
and the Indenture. In addition, the Guarantor hereby unconditionally agrees
that upon default by the Company in the payment when due of the principal of
(and premium, if any) and interest on the Securities (whether at Stated Maturity
thereof, acceleration, redemption or otherwise) the Guarantor will forthwith pay
the same, without further notice or demand.
13
<PAGE>
The obligations of the Guarantor hereunder shall be absolute and
unconditional and shall remain in full force and effect until the entire
principal of and interest and any premium on the Securities shall have been paid
or provided for in accordance with the provisions of the Indenture, and such
obligations shall not be affected, modified or impaired upon the happening from
time to time of any event, including without limitation any of the following,
whether or not with notice to, or the consent of, the Guarantor:
(a) the waiver, surrender, compromise, settlement, release or
termination of any or all of the obligations, covenants or agreements of the
Company under the Indenture or the Securities [IF APPLICABLE, INSERT--or
Coupons], unless the waiver, surrender, compromise, settlement, release or
termination is made specifically applicable to the Guarantor;
(b) the failure to give notice to the Guarantor of the occurrence of
an Event of Default;
(c) the waiver, compromise or release of the payment, performance or
observance by the Company of any or all of its obligations, covenants or
agreements contained in the Indenture, unless such waiver, compromise or release
is made specifically applicable to the Guarantor;
(d) the extension of the time for payment of any principal of (and
premium, if any) or interest on any Security [IF APPLICABLE, INSERT--or Coupons]
or for any other payment under the Indenture or of the time for performance of
any other obligations, covenants or agreements under or arising out of the
Indenture;
(e) the modification or amendment (whether material or otherwise) of
any obligation, covenant or agreement set forth in the Indenture or the
Securities;
(f) the taking or the omission of any of the actions referred to in
the Indenture and any of the actions under the Securities [IF APPLICABLE,
INSERT--or Coupons];
(g) any failure, omission, delay or lack on the part of the Trustee
to enforce, assert or exercise any right, power or remedy conferred on the
Trustee in the Indenture, or any other act or acts on the part of the Trustee or
any of the Holders from time to time of the Securities [IF APPLICABLE, INSERT--
or Coupons];
(h) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all the assets, marshalling of assets
and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition with creditors or
readjustment of, or other similar proceedings affecting the Guarantor, or the
Company or any of the assets of any of them, or any allegation or contest of the
validity of the Guarantee in any such proceeding;
(i) to the extent permitted by law, the release or discharge by
operation of law of the Company from the performance or observance of any
obligation, covenant or agreement contained in the Indenture, unless the
Guarantor is also so released or discharged by operation of law;
(j) the default or failure of the Guarantor or the Trustee fully to
perform any of its obligations set forth in the Indenture or the Securities [IF
APPLICABLE, INSERT--or Coupons]; or
(k) the invalidity of the Indenture or the Securities [IF APPLICABLE,
INSERT--or Coupons] or any part of any thereof.
No set-off, counterclaim, reduction, or diminution of any obligation,
or any defense of any kind or nature which the Guarantor has or may have against
the Trustee shall be available hereunder to the Guarantor against the Trustee to
reduce the payments of the Guarantor under this Guarantee.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.
14
<PAGE>
All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication on the Security to which this
Guarantee is endorsed has been executed by or on behalf of the Trustee, by the
manual signature of one of its, or its Authenticating Agent's, authorized
officers, this Guarantee shall not be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.
Dated:
UNOCAL CORPORATION
By
-----------------------------------
Title:
[CORPORATE SEAL]
Attest:
- ----------------------------------
[Assistant] Secretary
15
<PAGE>
SCHEDULE A
INTEREST PAYMENTS AND EXCHANGES
FOR PERMANENT SECURITIES
The following exchanges of a part of this Temporary Global Fixed Rate
Security for one or more Permanent Securities and the following payments of
interest in respect of this Temporary Global Fixed Rate Security have been made:
DATE OF PRINCIPAL OUTSTANDING NOTATION MADE
EXCHANGE OR INTEREST AMOUNT AFTER BY OR ON
PAYMENT PAID EXCHANGE EXCHANGE BEHALF OF TRUSTEE
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- -------------------------------------------------------------------------------
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16
<PAGE>
[Form of Coupon]
[Form of Face]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNION OIL COMPANY OF CALIFORNIA Principal Amount
Guaranteed by Unocal Corporation (U.S. $__________)
Security No.
Interest Payment Date: Original Issuance Date of Security:
Interest Amount: Maturity Date of Security:
This Coupon appertains to a Union Oil Company of California [NAME OF
SECURITY] of the Principal Amount and with the Original Issuance Date and the
Maturity Date specified above (the "Security"), the number of which is set forth
above.
Unless the Security shall have been called for previous redemption and
payment thereof shall have been duly provided for, on the Interest Payment Date
set forth above, Union Oil Company of California (herein called the "Company")
shall pay to bearer, upon surrender hereof, the Interest Amount shown above
(together with any additional amounts in respect thereof that the Company may be
required to pay according to the terms of said Security and the Indenture
referred to therein) in the offices of the Paying Agents set out on the reverse
hereof or at such other offices or agencies as otherwise provided in the
Security to which this Coupon appertains, which shall be located outside the
United States of America (including the States and the District of Columbia) or
its possessions, which include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and Northern Mariana Islands (collectively the
"United States") as the Company may designate from time to time, at the option
of the Holder, by United States Dollar check drawn on a bank in The City of New
York or by transfer of United States Dollars to an account maintained by the
payee with a bank located outside the United States, being [one year] or [six
months] or such other period as accrued interest then payable on said Security.
This Coupon shall be governed by, and construed in accordance with,
the laws of the State of New York.
[If this Coupon is payable in a currency other than U.S. dollars,
make appropriate changes to the foregoing.]
UNION OIL COMPANY OF CALIFORNIA
By
-----------------------------------------
Title:
[Form of Reverse]
[Identify Trustee and Paying Agents]
17
<PAGE>
EXHIBIT 4.13
[Form of Permanent Global Bearer Fixed Rate Security]
[Form of Face]
Permanent Global Bearer Security
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS SECURITY IS A PERMANENT GLOBAL BEARER SECURITY, [WITHOUT
COUPONS,] [WITH COUPONS] EXCHANGEABLE FOR DEFINITIVE SECURITIES, [WITH COUPONS,]
[WITHOUT COUPONS] IF APPLICABLE, AT THE PRINCIPAL OFFICE OF THE TRUSTEE (AS
DEFINED HEREIN) IN LONDON UPON NOTICE TO THE TRUSTEE. THE RIGHTS ATTACHING TO
THIS PERMANENT GLOBAL BEARER SECURITY, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE SECURITIES, ARE AS SPECIFIED HEREIN AND IN
THE INDENTURE (AS DEFINED HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS PERMANENT GLOBAL
BEARER SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT
PURSUANT TO THE PROVISIONS HEREOF.
[If an Original Issue Discount Security, insert--FOR PURPOSES OF
SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE ISSUE
PRICE ("THE ISSUE PRICE") OF THIS SECURITY IS ____% OF ITS PRINCIPAL AMOUNT, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ____% OF ITS PRINCIPAL
AMOUNT, THE ORIGINAL ISSUE DATE IS ___________, 19___, AND THE YIELD TO MATURITY
IS ____%. THE METHOD USED TO DETERMINE THE YIELD IS ____________, AND THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF
___________, 19___, TO ___________, 19___, IS ____% OF THE PRINCIPAL AMOUNT OF
THIS SECURITY. THE ECONOMIC YIELD COULD BE DIFFERENT FROM THE HYPOTHETICAL
YIELD TO MATURITY FOR TAX PURPOSES.]
<PAGE>
UNION OIL COMPANY OF CALIFORNIA
Payment of Principal, Interest and Premium, if any,
Guaranteed by
UNOCAL CORPORATION
[Form of Permanent Global Bearer Fixed Rate Security]
[Insert Title of Security]
No: Principal Amount
U.S.$
Original Issuance Date: Stated Maturity:
Interest Rate:
This Permanent Global Security is a permanent global security in
respect of a duly authorized issuance of ___________________ (the "Securities")
of Union Oil Company of California, a corporation duly organized and existing
under the laws of the State of California (the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to) of the
Principal Amount specified above (as adjusted on Schedule A hereto, referred to
herein as the "Principal Amount"), with the Original Issuance Date specified
above (the "Original Issuance Date") and the Stated Maturity specified above
(the "Stated Maturity") and bearing interest on said Principal Amount at the per
annum Interest Rate specified above (the "Interest Rate").
The Company, for value received, hereby promises to pay to the bearer
upon surrender hereof, the Principal Amount on the Stated Maturity specified
above [IF THE SECURITY IS CONVERTIBLE, EXCHANGEABLE OR REDEEMABLE, INSERT--
(unless earlier converted, exchanged or redeemed)] and to pay interest on said
Principal Amount at the per annum Interest Rate specified above on each
succeeding Interest Payment Date (as defined below), until payment of said
principal sum has been made or made available for payment commencing
___________________ , but only, in the case of such interest due on or before
maturity, upon presentation and surrender of the interest Coupons attached
hereto ("Coupon") as they severally mature. Unless otherwise provided herein,
such payments (including premium, if any) shall be made, subject to any laws or
regulations applicable thereto and by the right of the Company (limited as
provided in the Indenture hereinafter referred to) to rescind the designation of
any such Paying Agent, at the main offices of
__________________________________________ in _____________________________, or
at such other offices or agencies outside the United States (as defined below)
as the Company may designate, or at the option of the Holder, or by United
States dollar check drawn on a bank in The City of New York, or by transfer of
United States dollars to an account maintained by the payee with a bank located
outside the United States. No payment of principal of (including premium, if
any) or interest on this Security shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained in the United States; PROVIDED,
HOWEVER, unless otherwise provided herein, that payment of principal of
(including premium, if any) and interest on this Security (including any
additional amounts that may be payable as provided below) shall be made at the
offices or agencies of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, if (but only if) payment in United States
dollars of the full amount of such principal (including premium, if any),
interest or additional amounts, as the case may be, at all offices or agencies
outside the United States maintained for that purpose by the Company in
accordance with the Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.
2
<PAGE>
The Company shall pay to the Holder of this Security who is a United
States Alien (as defined below) such additional amounts as may be necessary in
order that every net payment of the principal of (and premium, if any) and
interest on this Security, after deduction or other withholding for or on
account of any present or future tax, assessment or other governmental charge
imposed upon or as a result of such payment by the United States (as defined
below) or any political subdivision or taxing authority thereof or therein,
shall not be less than the amount provided for in this Security to be then due
and payable; PROVIDED, HOWEVER, that the obligation to pay additional amounts
will not apply to any one or more of the following:
(a) any tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or person holding a power over, such
Holder, if such Holder is an estate, a trust, a partnership, or a
corporation) and the United States, including, without limitation, such
Holder (or such fiduciary, settlor, beneficiary, person holding a power,
member or shareholder) being or having been a citizen or resident or
treated as a resident thereof, or being or having been engaged in a trade
or business or present therein, or having or having had a permanent
establishment therein, or (ii) such Holder's present or former status as a
personal holding company, a foreign personal holding company, a controlled
foreign corporation for United States tax purposes, a corporation that
accumulates earnings to avoid United States Federal income tax or a tax
exempt organization or private foundation;
(b) any tax, assessment or other governmental charge imposed by
reason of such Holder owning, actually or constructively, 10% or more of
the total combined voting power of all classes of stock of the Company
entitled to vote or by reason of the fact such Holder is a controlled
foreign corporation related to the Company through stock ownership;
(c) any tax, assessment or other governmental charge that would not
have been imposed but for the failure to comply with any certification,
identification or other reporting requirements concerning the nationality,
residence, identity or connection with the United States or with the
Company or the Guarantor of the Holder or beneficial owner of this
Security, if compliance is required by statute or by regulation of the
United States Treasury Department as a precondition to exemption from such
tax, assessment or other governmental charge;
(d) any estate, inheritance, gift, sales, transfer, personal property
or any similar tax, assessment or governmental charge;
(e) any tax, assessment or other governmental charge that is payable
otherwise than by deduction or withholding from payments of principal of
(and premium if any) or interest on this Security; or
(f) any tax, assessment or other governmental charge that would not
have been so imposed but for the presentation by the Holder of this
Security for payment on a date more than 15 days after the date on which
such payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
nor shall additional amounts be paid with respect to any payment of principal of
(and premium, if any) or interest on this Security to any United States Alien
who is a fiduciary or partnership or other than the sole beneficial owner of any
such payment to the extent that a beneficiary or settlor with respect to such
fiduciary, a member of such a partnership or the beneficial owner would not have
been entitled to the additional amounts had such beneficiary, settlor, member or
beneficial owner been the Holder of this Security. The term "United States
Alien" means any Person who, for United States Federal income tax purposes, is a
foreign corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust or a foreign partnership one or more of
the members of which is, for United States Federal income tax purposes, a
foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust, and the term "United States" means the
United States of America (including the States and the District of Columbia) and
its
3
<PAGE>
possessions, which include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island, and Northern Mariana Islands.
Notwithstanding the foregoing, if and so long as a certification,
identification or other information reporting requirement referred to herein
would be fully satisfied by payment of a backup withholding tax or similar
charge, the Company may elect, by so stating in the Determination Notice (as
defined on the reverse hereof), to have the provisions of this paragraph apply
in lieu thereof. In such event, the Company shall pay as additional amounts such
amounts as may be necessary so that every net payment made following the
effective date of such requirement outside the United States by the Company or
any of its Paying Agents of principal (and premium, if any) or interest due in
respect of any Bearer Security or any Coupon of which the beneficial owner is a
United States Alien (but without any requirement that the nationality, residence
or identity, other than status as a United States Alien, of such beneficial
owner be disclosed to the Company, any Paying Agent or any governmental
authority, after deduction or withholding for or on account of such backup
withholding tax or similar charge other than a backup withholding tax or similar
charge which is (i) the result of a certification, identification or information
reporting requirement described in the second parenthetical clause of the first
sentence of the preceding paragraph, or (ii) imposed as a result of the fact
that the Company or any of its Paying Agents has actual knowledge that the
beneficial owner of such Bearer Security is within the category of Persons
described in clause (a) above, or (iii) imposed as a result of presentation of
such Bearer Security or Coupon for payment more than 15 days after the date on
which such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later, shall not be less than the amount provided
for in such Bearer Security to be then due and payable.
This Permanent Global Bearer Security is exchangeable in whole or from
time to time in part for a definitive Security or Securities, with Coupons, if
applicable, attached, of the same series and of like tenor with the same
Original Issuance Date, Stated Maturity and Interest Rate and, if this Permanent
Global Bearer Security is an Original Issue Discount Security, with the same
Issue Price specified in the legend above, upon 30 days notice from Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the Euro-
clear System ("Euro-clear"), or CEDEL, S.A. ("Cedel") (or such other entity
performing similar functions as selected by the Company and approved by the
Trustee in its reasonable discretion), at the office of the Trustee referred to
on the reverse hereof in London in accordance herewith. Upon exchange of any
portion of this Permanent Global Bearer Security for a definitive Security or
Securities, the Trustee referred to on the reverse hereof shall endorse Schedule
A of this Permanent Global Bearer Security to reflect the reduction of its
Principal Amount by an amount equal to the aggregate principal amount of such
definitive Security or Securities, whereupon the Principal Amount hereof shall
be reduced for all purposes by the amount so exchanged and noted. Except as
otherwise provided herein or in the Indenture, until exchanged in full for a
definitive Security or Securities, this Permanent Global Bearer Security shall
in all respects be subject to and entitled to the same benefits and conditions
under the Indenture as the duly authenticated and delivered definitive Security
or Securities.
Interest, if any, payable in respect of an Interest Payment Date will
be paid to each of Euro-clear and Cedel (and such other entity performing
similar functions as selected by the Company and approved by the Trustee in its
reasonable discretion) with respect to that portion of this Security held for
its account by the Common Depositary upon certification by Euro-clear or Cedel
(or such other entity performing similar functions as selected by the Company
and approved by the Trustee in its reasonable discretion) as the case may be, to
the Trustee, as required by the Indenture.
This Security has been issued under and is governed by the terms of an
indenture dated as of _________, 199__ (the "Indenture") among the Company,
Unocal Corporation, a corporation duly organized and existing under the laws of
the State of Delaware, as guarantor (the "Guarantor," which term includes any
successor guarantor under the Indenture) and [IF THE SECURITY IS A SENIOR
SECURITY, INSERT--Chemical Trust Company of California, a corporation duly
organized and existing under the laws of the state of California] [IF THE
SECURITY IS A SUBORDINATED SECURITY, INSERT--name of Subordinated Trustee], as
Trustee (the "Trustee," which term includes any successor trustee under the
indenture) which incorporates the Standard Multiple-Series Indenture Provisions,
January 1991, of the Issuer and the Guarantor, dated as of January 2, 1991, to
which
4
<PAGE>
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations or rights, duties and immunities
thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities of the terms upon which the Securities are, and are to be
authenticated and delivered.
[IF APPLICABLE, INSERT--This Security is unsecured and the
indebtedness of the Company evidenced by this Security, including the principal
hereof (and premium, if any) and interest hereon, is, to the extent and in the
manner set forth in the Indenture, subordinate and junior in right of payment to
the obligations of each of the Company and the Guarantor, respectively, to
Holders of Senior Debt of the Company or the Guarantor, as the case may be, as
defined in the Indenture, and each Holder of this Security or a Coupon, if any,
appertaining to this Security, by accepting the same, agrees to and shall be
bound by such provisions of the Indenture and all other provisions of the
Indenture.]
The provisions of this Security are continued on the reverse hereof
and the provisions there set forth shall for all purposes have the same effect
as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee under the Indenture, or its successor thereunder, by manual
signature of one of its, or its Authenticating Agent's, authorized signatories,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
[If this Security is not interest-bearing or is denominated in a
currency other than U.S. Dollars, make appropriate changes to the foregoing.]
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed in its corporate name by the manual or facsimile signature of its
Chairman of the Board of Directors, its Chief Executive Officer, its President,
its Chief Operating Officer, its Chief Financial Officer, one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers and impressed or
imprinted with its corporate seal or facsimile thereof, attested by the manual
or facsimile signature of its Secretary or one of its Assistant Secretaries.
UNION OIL COMPANY OF CALIFORNIA
By
------------------------------
Title:
[Seal]
Attest:
- ------------------------------
[Assistant] Secretary
5
<PAGE>
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated herein issued under
the within-mentioned Indenture.
Dated:
[ ],
As Trustee
By____________________________________
Authorized [Officer][Signatory]
[Form of Reverse]
[see Form of Reverse set forth
as part of the Form of Temporary Global
Fixed Rate Security except for certain
exchange provisions in the last
sentence of the first paragraph thereof]
[FORM OF GUARANTEE]
FOR VALUE RECEIVED, UNOCAL CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Guarantor," which term includes any successor corporation under the Indenture
(hereinafter called the "Indenture") referred to in the Security upon which this
Guarantee is endorsed), hereby unconditionally guarantees to the Holders from
time to time of the Securities (a) the full and prompt payment of the principal
of and any premium on any Security when and as the same shall become due and
payable, whether at the Stated Maturity thereof, by acceleration, redemption or
otherwise and (b) the full and prompt payment of any interest on any Security
when and as the same shall become due, according to the terms of such Security
and the Indenture. In addition, the Guarantor hereby unconditionally agrees
that upon default by the Company in the payment when due of the principal of
(and premium, if any) and interest on the Securities (whether at Stated Maturity
thereof, acceleration, redemption or otherwise) the Guarantor will forthwith pay
the same, without further notice or demand.
The obligations of the Guarantor hereunder shall be absolute and
unconditional and shall remain in full force and effect until the entire
principal of and interest and any premium on the Securities shall have been paid
or provided for in accordance with the provisions of the Indenture, and such
obligations shall not be affected, modified or impaired upon the happening from
time to time of any event, including without limitation any of the following,
whether or not with notice to, or the consent of, the Guarantor:
(a) the waiver, surrender, compromise, settlement, release or
termination of any or all of the obligations, covenants or agreements of the
Company under the Indenture or the Securities [IF APPLICABLE, INSERT--or
Coupons], unless the waiver, surrender, compromise, settlement, release or
termination is made specifically applicable to the Guarantor;
(b) the failure to give notice to the Guarantor of the occurrence of
an Event of Default;
6
<PAGE>
(c) the waiver, compromise or release of the payment, performance or
observance by the Company of any or all of its obligations, covenants or
agreements contained in the Indenture, unless such waiver, compromise or release
is made specifically applicable to the Guarantor;
(d) the extension of the time for payment of any principal of (and
premium, if any) or interest on any Security [IF APPLICABLE, INSERT--or Coupons]
or for any other payment under the Indenture or of the time for performance of
any other obligations, covenants or agreements under or arising out of the
Indenture;
(e) the modification or amendment (whether material or otherwise) of
any obligation, covenant or agreement set forth in the Indenture or the
Securities;
(f) the taking or the omission of any of the actions referred to in
the Indenture and any of the actions under the Securities [IF APPLICABLE,
INSERT--or Coupons];
(g) any failure, omission, delay or lack on the part of the Trustee
to enforce, assert or exercise any right, power or remedy conferred on the
Trustee in the Indenture, or any other act or acts on the part of the Trustee or
any of the Holders from time to time of the Securities [IF APPLICABLE, INSERT--
or Coupons];
(h) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all the assets, marshalling of assets
and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition with creditors or
readjustment of, or other similar proceedings affecting the Guarantor, or the
Company or any of the assets of any of them, or any allegation or contest of the
validity of the Guarantee in any such proceeding;
(i) to the extent permitted by law, the release or discharge by
operation of law of the Company from the performance or observance of any
obligation, covenant or agreement contained in the Indenture, unless the
Guarantor is also so released or discharged by operation of law;
(j) the default or failure of the Guarantor or the Trustee fully to
perform any of its obligations set forth in the Indenture or the Securities [IF
APPLICABLE, INSERT--or Coupons]; or
(k) the invalidity of the Indenture or the Securities [IF APPLICABLE,
INSERT--or Coupons] or any part of any thereof.
No set-off, counterclaim, reduction, or diminution of any obligation,
or any defense of any kind or nature which the Guarantor has or may have against
the Trustee shall be available hereunder to the Guarantor against the Trustee to
reduce the payments of the Guarantor under this Guarantee.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication on the Security to which this
Guarantee is endorsed has been executed by or on behalf of the Trustee, by the
manual signature of one of its, or its Authenticating Agent's, authorized
officers, this Guarantee shall not be valid or obligatory for any purpose.
7
<PAGE>
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.
Dated:
UNOCAL CORPORATION
By
-------------------------------------
Title:
[CORPORATE SEAL]
Attest:
- ------------------------------------
[Assistant] Secretary
8
<PAGE>
[Form of Coupon]
[Form of Face]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNION OIL COMPANY OF CALIFORNIA Principal Amount
Guaranteed by Unocal Corporation (U.S. $__________)
Security No.
Interest Payment Date: Original Issuance Date of Security:
Interest Amount: Stated Maturity of Security:
This Coupon appertains to a Union Oil Company of California [name of
Security] of the Principal Amount and with the Original Issuance Date and the
Stated Maturity specified above (the "Security"), the number of which is set
forth above.
Unless the Security shall have been called for previous redemption and
payment thereof shall have been duly provided for, on the Interest Payment Date
set forth above, Union Oil Company of California (herein called the "Company")
shall pay to bearer, upon surrender hereof, the Interest Amount shown above
(together with any additional amounts in respect thereof that the Company may be
required to pay according to the terms of said Security and the Indenture
referred to therein) in the offices of the Paying Agents set out on the reverse
hereof or at such other offices or agencies as otherwise provided in the
Security to which this Coupon appertains, which shall be located outside the
United States of America (including the States and the District of Columbia) and
its possessions, which include Puerto Rico, the U.S. Virgin Islands, Guam,
8
American Samoa, Wake Island, and Northern Mariana Islands (collectively the
"United States") as the Company may designate from time to time, at the option
of the Holder, by United States dollar check drawn on a bank in The City of New
York or by transfer of United States dollars to an account maintained by the
payee with a bank located outside the United States, being [one year] or [six
months] or such other period as accrued interest then payable on said Security.
This Coupon shall be governed by, and construed in accordance with,
the laws of the State of New York.
[If this Coupon is payable in a currency other than U.S. dollars, make
appropriate changes to the foregoing.]
UNION OIL COMPANY OF CALIFORNIA
By
-------------------------------------
Title:
[Form of Reverse]
[Identify Trustee and Paying Agent]
9
<PAGE>
SCHEDULE A
INTEREST PAYMENTS AND EXCHANGES
FOR PERMANENT SECURITIES
The following exchanges of a part of this Permanent Global Bearer Security
for one or more Permanent Securities and the following payments of interest in
respect of this Permanent Global Bearer Security have been made:
Date of Principal Outstanding Notation Made
Exchange or Interest Amount After by or on
Payment Paid Exchange Exchange Behalf of Trustee
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10
<PAGE>
EXHIBIT 4.14
[Form of Fixed Rate Registered Medium-Term Note]
[Form of Face]
IF THIS CERTIFICATE IS DESIGNATED BELOW AS ``BOOK-ENTRY'' THEN, UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY 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 REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
IF THIS NOTE IS DESIGNATED BELOW AS A ``DISCOUNT NOTE,'' FOR PURPOSES OF
SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE ISSUANCE
PRICE (THE ``ISSUANCE PRICE'') OF THIS NOTE IS ___% OF ITS PRINCIPAL AMOUNT, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ___% OF ITS PRINCIPAL
AMOUNT, THE ORIGINAL ISSUANCE DATE IS ___________, 19__, AND THE YIELD TO
MATURITY IS ___%. THE METHOD USED TO DETERMINE THE YIELD IS ____________, AND
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF
______________, 19__, TO _______________, 19__, IS ___% OF THE PRINCIPAL AMOUNT
OF THIS NOTE. THE ECONOMIC YIELD COULD BE DIFFERENT FROM THE HYPOTHETICAL YIELD
TO MATURITY FOR TAX PURPOSES.
REGISTERED REGISTERED
UNION OIL COMPANY OF CALIFORNIA
Payment of Principal, Interest and Premium, if any,
Guaranteed by
UNOCAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
NO. _________________
Principal Amount:
CUSIP NO. ______________ Registered Holder: ___________ U.S.$_______________
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Trade Date: Original Issuance Date: Interest Rate: _______%
Issue Price: Stated Maturity:
Selling Agent's Discount or Commission:
Net Proceeds to Issuer:
- -------------------------------------------------------------------------------
Form:
/ / Book-Entry
/ / Certificated
Redemption:
/ / This Note cannot be redeemed prior to maturity
/ / This Note may be redeemed prior to maturity
Earliest Redemption Date:
Redemption Price: ________%
Annual Redemption Price Reduction: ________%
Sinking Fund Redemption Dates:
Sinking Fund Amount:
Repayment:
/ / This Note cannot be repaid prior to maturity
/ / This Note may be repaid prior to maturity at the option of the
holder of the Note
Repayment Date(s):
Repayment Price: ________%
Discount Note: / / Yes / / No / / Indexed (see attached)
Total Amount of OID: / / Amortizing (see attached)
Yield to Maturity:
Initial Accrual Period:
Other Provisions:
<PAGE>
UNION OIL COMPANY OF CALIFORNIA, a corporation duly organized and
existing under the laws of the State of California (the ``Company,'' which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to __________________ or registered
assigns, the principal amount specified above (the ``Principal Amount'') on the
Stated Maturity specified above (unless earlier redeemed or repaid) and to pay
to the registered holder hereof as hereinafter provided interest on said
Principal Amount at the per annum Interest Rate specified above on each
succeeding Interest Payment Date (as defined below), until payment of said
principal sum has been made or made available for payment; provided, however, if
the Original Issuance Date is after the Regular Record Date (as defined below)
and before the next succeeding Interest Payment Date, then interest hereon shall
be paid on the Interest Payment Date following the next succeeding Regular
Record Date. Interest hereon shall accrue from the Original Issuance Date or,
if later, the Interest Payment Date next preceding the date hereof to which
interest has been paid or duly provided for, unless the date hereof is an
Interest Payment Date to which interest has been paid or duly provided for on
this Note (or a predecessor Note in exchange, registration of transfer or
substitution for which this Note was issued) in which case from the date hereof,
or unless the date hereof is not the Original Issuance Date and is after a
Regular Record Date and before the immediately succeeding Interest Payment Date,
then from such next succeeding Interest Payment Date. The term ``Interest
Payment Date'' for any regular payment of interest shall mean January 31 or
July 31 and the date fixed for redemption pursuant to the Indenture (as defined
below) (the ``Redemption Date'') and the Stated Maturity. The term ``Regular
Record Date'' for any regular payment of interest, other than any Redemption
Date or the Stated Maturity, shall mean the January 15 or July 15 next preceding
such January 31 and July 31 (whether or not a Business Day), as the case may be.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or a Predecessor Note in exchange for or transfer of
which this Note was issued between the Regular Record Date for payment of such
interest and the Interest Payment Date) is registered at the close of business
on the Regular Record Date for such interest; PROVIDED, HOWEVER, that interest
payable at the Stated Maturity, the date fixed for repayment at the option of
the holder pursuant to the fourth paragraph on the reverse of this Note or the
Redemption Date shall be paid to the person to whom the Principal Amount is
paid. Interest shall be calculated on the basis of a 360-day year of twelve 30-
day months. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of
this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirement of
any securities exchange on which the Notes of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.
Payment of the principal (and premium, if any) of this Note shall
be made in immediately available funds at the corporate trust office or agency
of Chemical Trust Company of California in the Borough of Manhattan, The City of
New York, and interest hereon shall be paid upon delivery of instructions in
advance to facilitate such payment in accordance with normal procedures of the
Trustee. Alternatively, such payments shall be made at such other office or
agency of the Company as may be designated by it for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that at the option of the Company payment of
interest may be made by United States dollar check mailed on the applicable
interest payment date to the address of the Person entitled thereto as such
address shall appear in the Security Register. The Company may also appoint
additional paying agents. For interest payments on a Note of U.S. $10,000,000
or more in principal amount, the Holder may elect at any time to have payment
made in immediately available funds; where the principal of the Note is less
than U.S. $10,000,000, payment will be made in immediately available funds only
if agreed to on a case-by-case basis by the Company. Interest payments shall not
be made in immediately available funds unless written instructions have been
presented to Chemical Trust Company of California (or other paying agent) at
least 15 days prior to the relevant Regular Record Date.
This Note is one of a duly authorized issuance of Medium-Term
Notes, Series C, of the Company (the ``Notes''), which have been issued under
and are governed by the terms of an indenture dated as of _______, 1994 (the
``Indenture'') among the Company, Unocal Corporation, a corporation duly
organized and existing under the laws of the State of Delaware, as Guarantor
(the ``Guarantor,'' which term includes any successor guarantor under the
Indenture), and Chemical Trust Company of California, a corporation duly
organized and existing under the laws of the state of California, as Trustee
(the ``Trustee,'' which term includes any successor trustee under the
Indenture), which incorporates the Standard Multiple-Series Indenture
Provisions, January 1991 of the Issuer and Guarantor dated as of January 2,
1991, to which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the respective rights thereunder of the
Company, the Guarantor, the Trustee and the Holders of the Notes, and the terms
upon which the Notes are, and are to be, authenticated and delivered.
2
<PAGE>
The provisions of this Note are continued on the reverse hereof and
the provisions there set forth shall for all purposes have the same effect as
though fully set forth at this place. References herein to ``this Note,''
``hereof,'' ``herein'' and comparable terms shall include an Addendum hereto if
an Addendum is specified under ``Other Provisions'' above.
Unless the certificate of authentication hereon has been executed
by or on behalf of Chemical Trust Company of California, the Trustee under the
Indenture, or its successor thereunder, by the manual signature of one of its,
or its Authenticating Agent's, authorized signatories, this Note shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any
purpose.
Any provision contained herein with respect to the calculation of
the rate of interest applicable to this Note, its payment dates or any other
matter relating hereto may be modified as specified in an Addendum relating
hereto if so specified above.
IN WITNESS WHEREOF, UNION OIL COMPANY OF CALIFORNIA has caused this
instrument to be executed in its corporate name by the manual or facsimile
signature of its Chairman of the Board of Directors, its Chief Executive
Officer, its President, its Chief Operating Officer, its Chief Financial
Officer, one of its Vice Presidents, its Treasurer or one of its Assistant
Treasurers, and impressed or imprinted with its corporate seal or facsimile
thereof, attested by the manual or facsimile signature of its Secretary or one
of its Assistant Secretaries.
UNION OIL COMPANY OF CALIFORNIA
[Seal] By
-------------------------------
Title:
Attest:
- -------------------------------------------
[Assistant] Secretary
3
<PAGE>
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated herein issued under
the within-mentioned Indenture.
Dated:
CHEMICAL TRUST COMPANY OF CALIFORNIA,
As Trustee
By
---------------------------------------
Authorized Signatory
4
<PAGE>
[Form of Reverse of Note]
UNION OIL COMPANY OF CALIFORNIA
Payment of Principal, Interest and Premium, if any,
Guaranteed by
UNOCAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
(For Offerings Within the United States)
This Note is one of a duly authorized series of securities of the
Company designated as its Medium-Term Notes, Series C (the ``Notes''), limited
to an aggregate principal amount of $_______________, subject to reduction or
increase upon the determination of the Company all issued or to be issued in one
or more series under the Indenture among the Company, the Guarantor and the
Trustee. The Notes will be issued only in fully registered form in
denominations of $1,000 and integral multiples of $1,000 in excess thereof.
This Note may not be redeemed before the Earliest Redemption Date, if
any, stated on the face hereof. If no Earliest Redemption Date is indicated
hereon, this Note is not redeemable prior to the Stated Maturity hereof. On or
after the Earliest Redemption Date, this Note may be redeemed at the option of
the Company as a whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Note shall be at least
$1,000) upon notice given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the date fixed for redemption as provided
in the Indenture, at the redemption price of 100% of the principal amount or
such other amount as is set forth above, together with accrued interest to the
Redemption Date. This Company shall redeem the principal amount of this Note set
forth on the face hereof (``Sinking Fund Amount'') on the sinking fund
redemption dates set forth on the face hereof (``Sinking Fund Redemption
Dates'') together with accrued interest to the applicable Sinking Fund
Redemption Date. If no Sinking Fund Amount is set forth, the Company shall not
have any obligation to redeem this Note before its Stated Maturity. The Company
may reduce the Sinking Fund Amount to be redeemed on any Sinking Fund Redemption
Date by subtracting 100% of the principal amount (excluding premium) of any Note
surrendered to the Trustee for cancellation of which the Company becomes the
beneficial owner and has so notified the Trustee on or before the applicable
Sinking Fund Redemption Date or that the Company has redeemed or repaid other
than pursuant to the second preceding sentence. The Company may so credit the
same principal amount of the Note only once. Notice of any redemption pursuant
to this paragraph will be given by first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the date fixed for redemption as
provided in the Indenture. In the event of redemption of this Note in part
only, a new Note or Notes of this series for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.
In case of redemption of less than all of the Notes of this series at
the time outstanding, the Notes of this series to be redeemed shall be selected
by the Trustee in such manner as the Trustee shall deem appropriate and fair, as
provided in the Indenture.
This Note is subject to repayment in whole or in part in any whole
multiple of $1,000 (provided that any remaining principal amount of this Note
shall be at least $1,000) on the Repayment Dates set forth on the face hereof at
the option of the holder hereof, at a price (the ``Repayment Price'') set forth
on the face hereof or if no Repayment Price is so set forth, at 100% of the
principal amount, in each case together with interest payable to the date of
repayment. To be repaid at the option of the holder this Note must be received,
with the form at the foot of this Note titled ``Option to Elect Repayment'' duly
completed, by the Company at any office or agency of the Company maintained for
the payment of principal and interest, transfer and exchange in the Borough of
Manhattan, The City of New York, State of New York (or at such additional
addresses of which the Company shall notify the holders of the Notes of this
series) not less than 30 nor more than 60 days prior to the date of repayment.
Effective exercise of the repayment option by the holder of this Note shall be
irrevocable. In any case where the Repayment Dates set forth on the face hereof
are not a Business Day, then (notwithstanding any other provision of the
Indenture or the Notes of this series) payment of the Repayment Price and
interest need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on such date, and, if
such payment is so made, no interest shall accrue for the period from and after
such Repayment Date. If no Repayment Dates are indicated, the Note is not
subject to repayment at the option of the holder. The term ``Business Day''
shall mean any day which is not a Saturday or Sunday and which in the City of
New York is neither a legal holiday nor a day on which banking institutions are
authorized by law or regulation to close.
5
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The Indenture contains provisions permitting the Company and the
Guarantor to terminate each of their obligations with respect to certain
provisions of the Indenture and as to the payment of the principal of (and
premium, if any) and interest on Notes of this series if the Company or the
Guarantor shall have deposited or caused to be deposited irrevocably with the
Trustee as a trust fund specifically pledged as security for, and dedicated
solely to, the benefit of the holders of the Notes of this series (i) money in
an amount (in such currency, currencies or currency unit or units in which any
such Notes are payable) or (ii) in the case of such Notes, if any, denominated
in U.S. Dollars, direct non-callable and non-redeemable obligations of, or non-
callable and non-redeemable obligations guaranteed by, the United States of
America for the payment of which guarantee or obligation the full faith and
credit of the United States is pledged, or, in the case of such Notes, if any,
denominated in a Foreign Currency, foreign government securities which are
direct, non-callable and non-redeemable obligations of, or non-callable and non-
redeemable obligations guaranteed by the government that issued the currency,
for payment of which guarantee or obligation the full faith and credit of such
government is pledged, which through the payment of interest and principal in
respect thereof in accordance with their terms will provide, not later than the
due date of any payment of principal (including any premium) and interest, if
any, under such Notes, money in an amount or (iii) a combination of (i) and (ii)
sufficient (in the opinion with respect to (ii) and (iii) of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee) to pay and discharge each
installment of principal of (including any premium), and interest, if any, on,
such Notes, on the dates such installments of interest or principal are due in
the currency, currencies or currency unit or units, in which such Notes are
payable; PROVIDED, HOWEVER, that for the purposes of this paragraph, Notes shall
include Notes of this series which may be issued upon exercise of warrants;
PROVIDED FURTHER, HOWEVER, that the Company or the Guarantor shall not make or
cause to be made the deposit provided by this paragraph unless the Company or
the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the
effect that there will not occur any violation of the Investment Company Act of
1940, as amended, on the part of the Company or the Guarantor, the trust funds
representing such deposit or the Trustee as a result of such deposit and the
related exercise of the Company's or the Guarantor's option under the Indenture.
If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of the series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions permitting the Company, the
Guarantor and the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Notes of all affected series at
the time outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of the Notes of
such series; PROVIDED, HOWEVER, that no such supplemental indenture may without
the consent of the Holder of each Note so affected thereby (a) change the Stated
Maturity of the principal of, or any installment of principal of or interest on,
any Notes of such series, (b) reduce the principal amount thereof, (c) reduce
the rate of interest thereon, or premium payable upon redemption thereof, (d)
reduce the principal amount of any Original Issue Discount Note payable upon
acceleration of the Maturity thereof, (e) change the place of payment on or with
respect to the Note or the currency or currency unit in which any Note or any
premium or interest thereon is payable or the obligation to pay additional
amounts, (f) impair the right to institute suit for the enforcement of any
payment on or after the Stated Maturity or Redemption Date thereof, (g) reduce
the percentage of aggregate principal amount of Outstanding Notes of such
series, the consent of the Holders of which is required for any such
supplemental indenture or for waiver of compliance with certain Indenture
provisions or waivers of defaults and their consequences under the Indenture,
(h) change the obligation of the Company to maintain an office or agency in the
places and for the purposes required by the Indenture, or (i) make any change
that would materially adversely affect the right to convert any convertible
Notes. It is also provided in the Indenture that the Holders of a majority in
aggregate principal amount of the Notes of such series at any time outstanding
may on behalf of the Holders of all of the Notes of such series outstanding
waive any past default under the Indenture and its consequences, except a
default in the payment of the principal of (and premium, if any) or interest on
any of the Notes of such series or in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the consent of each
affected Holder. Any such consent or waiver by the Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued in
exchange or substitution hereof or upon registration of transfer hereof, whether
or not any notation of such consent or waiver is made upon this Note. Holders of
Notes may not enforce their rights pursuant to the Indenture or the Notes except
as provided in the Indenture.
Except for recourse against the Guarantor pursuant to the Guarantee,
no recourse shall be had for the payment of the principal of (and premium, if
any) or the interest on this Note, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental
6
<PAGE>
thereto, against any incorporator, stockholder, officer, director or employee,
as such, past, present or future, of the Company or the Guarantor, or of any
respective successor corporation, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.
The transfer of this Note is registrable by the registered owner
hereof in person or by his attorney duly authorized in writing at the office of
the Security Registrar or at the office of any transfer agent designated by the
Company for such purpose. Subject to the terms of the Indenture, upon payment
of a service charge for registration of transfer and payment of a sum sufficient
to reimburse the Company for any tax or other governmental charge incident to
transfer (except the Company will pay for such service charges if the Notes are
listed on a stock exchange that requires the Company to pay such charges as a
condition to listing), and upon surrender of this Note upon any such
registration of transfer, a new Note or Notes of authorized denomination or
denominations, for the same aggregate principal amount and having endorsed
thereon a Guarantee duly created by the Guarantor, will be issued to the
transferee in exchange hereof.
Prior to due presentation of this Note for registration of transfer,
the Company, the Guarantor, the Trustee, the Authenticating Agent, if any, and
any agent of the Company, the Guarantor or the Trustee may treat the Person in
whose name this Note shall be registered upon the Security Register as the
absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon) for the
purpose of receiving payment of or on account of the principal hereof (and
premium, if any) and, subject to the provisions on the face hereof, interest due
hereon and for all other purposes, and neither the Company, the Guarantor, the
Trustee, the Authenticating Agent, if any, nor any agent of the Company, the
Guarantor or the Trustee shall be affected by any notice or knowledge to the
contrary.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Note of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in aggregate principal amount of the Outstanding Notes of this series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, the Trustee shall not have
received from the Holders of a majority in aggregate principal amount of the
Outstanding Notes of this series a direction inconsistent with such request and
the Trustee shall have failed to institute such proceeding within 60 days;
PROVIDED, HOWEVER, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of (and
premium, if any) or interest on this Note on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay or provide for the payment of the principal
of (and premium, if any) and interest on this Note at the times, places and
rate, and in the coin or currency, herein prescribed.
This Note and the Guarantee hereof will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company and the
Guarantor, respectively.
The Indenture, the Guarantee and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
[FORM OF GUARANTEE]
FOR VALUE RECEIVED, UNOCAL CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
``Guarantor,'' which term includes any successor corporation under the Indenture
(hereinafter called the ``Indenture'') referred to in the Note upon which this
Guarantee is endorsed), hereby unconditionally guarantees to the Holders from
time to time of the Notes (a) the full and prompt payment of the principal of
and any premium on any Note when and as the same shall become due and payable,
whether at the Stated Maturity thereof, by acceleration, redemption or otherwise
and (b) the full and prompt payment of any interest on any Note when and as the
same shall become due, according to the terms of such Note and the Indenture.
In addition, the Guarantor hereby unconditionally agrees that upon default by
the Company in the payment when due of the principal of (and premium, if any)
and interest on the Notes (whether at Stated Maturity thereof, acceleration,
redemption or otherwise) the Guarantor will forthwith pay the same, without
further notice or demand.
7
<PAGE>
The obligations of the Guarantor hereunder shall be absolute and
unconditional and shall remain in full force and effect until the entire
principal of and interest and any premium on the Notes shall have been paid or
provided for in accordance with the provisions of the Indenture, and such
obligations shall not be affected, modified or impaired upon the happening from
time to time of any event, including without limitation any of the following,
whether or not with notice to, or the consent of, the Guarantor:
(a) the waiver, surrender, compromise, settlement, release or
termination of any or all of the obligations, covenants or agreements of the
Company under the Indenture or the Notes unless the waiver, surrender,
compromise, settlement, release or termination is made specifically applicable
to the Guarantor;
(b) the failure to give notice to the Guarantor of the occurrence of
an Event of Default;
(c) the waiver, compromise or release of the payment, performance or
observance by the Company of any or all of its obligations, covenants or
agreements contained in the Indenture, unless such waiver, compromise or release
is made specifically applicable to the Guarantor;
(d) the extension of the time for payment of any principal of (and
premium, if any) or interest on any Note or for any other payment under the
Indenture or of the time for performance of any other obligations, covenants or
agreements under or arising out of the Indenture;
(e) the modification or amendment (whether material or otherwise) of
any obligation, covenant or agreement set forth in the Indenture or the Notes;
(f) the taking or the omission of any of the actions referred to in
the Indenture and any of the actions under the Notes;
(g) any failure, omission, delay or lack on the part of the Trustee
to enforce, assert or exercise any right, power or remedy conferred on the
Trustee in the Indenture, or any other act or acts on the part of the Trustee or
any of the Holders from time to time of the Notes;
(h) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all the assets, marshalling of assets
and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition with creditors or
readjustment of, or other similar proceedings affecting the Guarantor, or the
Company or any of the assets of any of them, or any allegation or contest of the
validity of the Guarantee in any such proceeding;
(i) to the extent permitted by law, the release or discharge by
operation of law of the Company from the performance or observance of any
obligation, covenant or agreement contained in the Indenture, unless the
Guarantor is also so released or discharged by operation of law;
(j) the default or failure of the Guarantor or the Trustee fully to
perform any of its obligations set forth in the Indenture or the Notes; or
(k) the invalidity of the Indenture or the Notes or any part of any
thereof.
No set-off, counterclaim, reduction, or diminution of any obligation,
or any defense of any kind or nature which the Guarantor has or may have against
the Trustee shall be available hereunder to the Guarantor against the Trustee to
reduce the payments of the Guarantor under this Guarantee.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication on the Note to which this
Guarantee is endorsed has been executed by or on behalf of the Trustee, by the
manual signature of one of its, or its Authenticating Agent's, authorized
signatories, this Guarantee shall not be valid or obligatory for any purpose.
8
<PAGE>
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.
Dated:
UNOCAL CORPORATION
By
--------------------------------
Title:
[CORPORATE SEAL]
Attest:
- ---------------------------------------
[Assistant] Secretary
9
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby requests and irrevocably instructs the Company
to repay the within Note on the first Repayment Date set forth on the face
hereof occurring not less than 30 nor more than 60 days after the date of
receipt of the within Note by the Company at an office or agency of the Company
maintained for the payment of principal and interest, transfer and exchange in
The City of New York, State of New York (or at such other addresses of which the
Company shall notify the registered holders of the Notes of this series).
( ) In whole
( ) In part equal to $______________________ (must be a
whole multiple of $1,000; remaining principal amount
must be at least $1,000)
at a price equal to the Repayment Price set forth on the face hereof, or if no
Repayment Price is so set forth, at 100% of the principal amount, in each case,
together with interest accrued to the date of repayment.
Signature Please print or type name and address:
_________________________________________ _____________________________________
NOTICE: The signature on this Option to
Elect Repayment must correspond _____________________________________
with the name as written upon the
face of the within instrument in _____________________________________
every particular without altera-
tion or enlargement or any change
whatever.
10
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
Please insert Social Security or
other identifying number of assignee:
______________________________
________________________________________________________________________________
(Name and Address of Assignee, including
Zip Code, must be printed or typewritten)
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
________________________________________ Attorney to transfer said Note on the
Security Register of the Company, with full power of substitution in the
premises.
Dated:
______________________________________
NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
11
<PAGE>
EXHIBIT 4.15
[Form of Floating Rate Registered Medium-Term Note]
[Form of Face]
IF THIS CERTIFICATE IS DESIGNATED BELOW AS "BOOK-ENTRY" THEN, UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY 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 REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
IF THIS NOTE IS DESIGNATED BELOW AS "DISCOUNT NOTE," FOR PURPOSES OF SECTIONS
1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE ISSUANCE PRICE
(THE "ISSUANCE PRICE") OF THIS NOTE IS ___% OF ITS PRINCIPAL AMOUNT, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ___% OF ITS PRINCIPAL AMOUNT, THE
ORIGINAL ISSUANCE DATE IS ________________, 19___, AND THE YIELD TO MATURITY IS
___%. THE METHOD USED TO DETERMINE THE YIELD IS __________________, AND THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF
__________________, 19___, TO __________________, 19___, IS ___% OF THE
PRINCIPAL AMOUNT OF THIS NOTE. THE ECONOMIC YIELD COULD BE DIFFERENT FROM THE
HYPOTHETICAL YIELD TO MATURITY FOR TAX PURPOSES.
REGISTERED REGISTERED
UNION OIL COMPANY OF CALIFORNIA
Payment of Principal, Interest and Premium, if any,
Guaranteed By
UNOCAL CORPORATION
<TABLE>
<CAPTION>
MEDIUM-TERM NOTE, SERIES C
<S> <C> <C>
NO. _________________
Principal Amount:
CUSIP NO. ______________ Registered Holder: _______________ U.S.$_______________
- ------------------------------------------------------------------------------------------------------------------------------
Trade Date: Original Issuance Date: Initial Interest Rate: _____%
Issue Price: Stated Maturity: Regular Record Dates:
Selling Agent's Discount or Commission: Interest Payment Dates:
Net Proceeds to Issuer:
- ------------------------------------------------------------------------------------------------------------------------------
Form: / / Book-Entry / / Certificated
Interest Rate Basis: Index Maturity: Spread:
/ / Commercial Paper Rate / / 1 Month +/-
/ / Prime Rate / / 3 Months Spread Multiplier:
/ / LIBOR (check Designated / / 6 Months _____%
LIBOR Page) / / 1 Year
/ / LIBOR Reuters / / Other
/ / LIBOR Telerate
/ / Treasury Rate
/ / CD Rate / / Indexed (see attached)
/ / CMT Rate
Designated CMT Telerate Page: / / Amortizing (see attached)
/ / 7055
/ / 7052 If Page 7052:
/ / Week/ / / Month
Designated CMT Maturity
Index: _______ years(s)
/ / Federal Funds Effective
Rate
/ / Other (see attached)
Interest Determination Dates:
Interest Calculation Dates:
Calculation Agent:
Interest Payment Period: / / Monthly / / Quarterly
/ / Semi-annually / / Annually
First Interest Reset Date:
Interest Reset Date:
/ / Daily / / Weekly / / Monthly
/ / Quarterly / / Semi-annually during the / / Annually during the
months of ____ and ____ month of ____
<CAPTION>
<S> <C>
Maximum Interest Rate:
Minimum Interest Rate:
Redemption: Repayment:
/ / This Note cannot be redeemed prior to maturity / / This Note cannot be repaid prior to maturity
/ / This Note may be redeemed prior to maturity / / This Note may be repaid prior to maturity
Earliest Redemption Date: at the option of the holder of the Note
Redemption Price: ________%
Annual Redemption Price Reduction: ________% Repayment Date(s):
Sinking Fund Redemption Dates: Repayment Price: ________%
Sinking Fund Amount:
Discount Note:
/ / Yes / / No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Other Provisions:
</TABLE>
<PAGE>
UNION OIL COMPANY OF CALIFORNIA, a corporation duly organized and
existing under the laws of the State of California (the "Company" which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _____________________, or
registered assigns, the principal amount specified above (the "Principal
Amount") on the Stated Maturity specified above (unless earlier redeemed or
repaid) and to pay to the registered holder hereof as hereinafter provided
interest on said Principal Amount at the per annum Initial Interest Rate
specified above until the first Interest Reset Date specified above following
the Original Issuance Date specified above and thereafter at a rate determined
in accordance with the provisions on the reverse hereof under the heading
"Determination of Commercial Paper Rate," "Determination of Prime Rate,"
"Determination of LIBOR," "Determination of Treasury Rate," "Determination of CD
Rate," "Determination of CMT Rate" or "Determination of Federal Funds Effective
Rate" depending upon whether the Interest Rate Basis specified above is the
Commercial Paper Rate, Prime Rate, LIBOR, Treasury Rate, Certificate of Deposit
Rate ("CD Rate"), CMT Rate or Federal Funds Effective Rate, which rate may be
adjusted by adding or subtracting the Spread or by multiplying the Spread
Multiplier (as such terms are defined below) depending on whether a Spread or
Spread Multiplier is designated above, until the principal hereof is paid or
duly made available for payment. The "Spread," if any, is the number of basis
points designated above, and the "Spread Multiplier," if any, is the percentage
designated above. The Company will pay interest monthly, quarterly,
semiannually or annually as specified above under "Interest Payment Period,"
commencing with the first Interest Payment Date specified above next succeeding
the Original Issuance Date, thereafter on the Interest Payment Dates specified
above and on the Stated Maturity Date; PROVIDED, HOWEVER, that if the Original
Issuance Date falls between a Regular Record Date and an Interest Payment Date,
the first payment of interest will be made on the Interest Payment Date
following the next succeeding Regular Record Date. The "Regular Record Date"
shall be 15 calendar days prior to each Interest Payment Date, whether or not
such days shall be Business Days. The rate of interest payable on this Note
shall be reset daily, weekly, monthly, quarterly, semiannually or annually, as
specified on the face hereof (the "Interest Reset Date"). The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
shall, as provided in such Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Notes, in exchange for or transfer of which
this Note was issued between the Regular Record Date for payment of such
interest and the Interest Payment Date), is registered at the close of business
on the Regular Record Date for payment of such interest; PROVIDED, HOWEVER, that
interest payable at the Stated Maturity, the date fixed for repayment at the
option of the holder pursuant to the third paragraph on the reverse of this Note
or the date fixed for redemption pursuant to the Indenture (the "Redemption
Date") shall be paid to the person to whom the Principal Amount is paid.
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months. Interest shall be calculated on the basis of actual days elapsed and a
year of 360 days, except that interest for Treasury Rate Notes will be
calculated on the basis of actual number of days in the year. Except as
otherwise provided in the Indenture, any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
Payment of the principal of (and premium, if any) on this Note will be
made in immediately available funds at the corporate trust office or agency of
Chemical Trust Company of California in the Borough of Manhattan, The City of
New York, upon presentation of this Note, and interest hereon shall be paid upon
delivery of instructions in advance to facilitate such payment in accordance
with normal procedures of the Trustee. Alternatively, such payments shall be
made at such other office or agency of the Company as may be designated by it
for such purpose in the Borough of Manhattan, The City of New York, in such coin
or currency of the United States as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that at the option of
the Company payment of interest may be made by United States dollar check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register. The Company may also appoint additional paying agents.
For interest payments on a Note of U.S. $10,000,000 or more in principal amount,
the Holder may elect at any time to have payment made in immediately available
funds; where the principal of the Note is less than U.S. $10,000,000, payment
will be made in immediately available funds only if agreed to on a case-by-case
basis by the Company. Interest payments shall not be made in immediately
2
<PAGE>
available funds unless written instructions have been presented to Chemical
Trust Company of California (or other paying agent) at least 15 days prior to
the relevant Regular Record Date.
This Note is one of a duly authorized issuance of Medium-Term Notes,
Series C, of the Company (the "Notes"), which have been issued under and are
governed by the terms of an indenture dated as of _______, 1994 (the
"Indenture") among the Company, Unocal Corporation, a corporation duly organized
and existing under the laws of the State of Delaware, as Guarantor (the
"Guarantor," which term includes any successor guarantor under the Indenture),
and Chemical Trust Company of California, a corporation duly organized and
existing under the laws of the State of California, as Trustee (the "Trustee,"
which term includes any successor trustee under the Indenture), which
incorporates the Standard Multiple Series Indenture Provisions, January 1991 of
the Issuer and Guarantor dated as of January 2, 1991, to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights thereunder of the Company, the Guarantor, the Trustee and
the Holders of the Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered.
The provisions of this Note are continued on the reverse hereof and
the provisions thereof set forth shall for all purposes have the same effect as
though fully set forth at this place. References herein to "this Note,"
"hereof," "herein" and comparable terms shall include an Addendum hereto if an
Addendum is specified under "Other Provisions" above.
Unless the certificate of authentication hereon has been executed by
or on behalf of Chemical Trust Company of California, as Trustee under the
Indenture, or its successor thereunder, by the manual signature of one of its,
or its Authenticating Agent's, authorized signatories, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto if
so specified above.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed in its corporate name by the manual or facsimile signature of its
Chairman of the Board of Directors, its Chief Executive Officer, its President,
its Chief Operating Officer, its Chief Financial Officer, one of its Vice
Presidents, its Treasurer, or one of its Assistant Treasurers and impressed or
imprinted with its corporate seal or facsimile thereof, attested by the manual
or facsimile signature of its Secretary or one of its Assistant Secretaries.
UNION OIL COMPANY OF
CALIFORNIA
[Seal]
By __________________________
Attest: Title:
_____________________________
[Assistant] Secretary
3
<PAGE>
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated herein issued under
the within-mentioned Indenture.
Dated:
CHEMICAL TRUST COMPANY OF CALIFORNIA,
As Trustee
By_______________________________
Authorized Signatory
4
<PAGE>
[Form of Reverse]
[Form of Floating Rate Registered Note]
UNION OIL COMPANY OF CALIFORNIA
Payment of Principal, Interest and Premium, if any,
Guaranteed by
UNOCAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
Floating Rate Registered
(For Offerings Within the United States)
This Note is one of a duly authorized issuance of securities of the
Company designated as its Medium-Term Notes, Series C (the "Notes"), limited
(except as otherwise provided in the Indenture) to an aggregate principal amount
of $___________ subject to a reduction or increase upon the determination of the
Company, all issued or to be issued in one or more series under the Indenture
among the Company, the Guarantor and the Trustee. The Notes will be issued only
in fully registered form in denominations of $1,000 and integral multiples of
$1,000 in excess thereof.
This Note may not be redeemed before the Earliest Redemption Date, if
any, stated on the face hereof. If no Earliest Redemption Date is indicated
hereon, this Note is not redeemable prior to the Stated Maturity hereof. On or
after the Earliest Redemption Date, this Note may be redeemed at the option of
the Company as a whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Note shall be at least
$1,000) upon notice given by first class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the date fixed for redemption as provided
in the Indenture, at the redemption price of 100% of the principal amount, or
such other amount as is set forth above, together with accrued interest to the
Redemption Date. This Company shall redeem the principal amount of this Note
set forth on the face hereof ("Sinking Fund Amount") on the sinking fund
redemption dates set forth on the face hereof ("Sinking Fund Redemption Dates")
together with accrued interest to the applicable Sinking Fund Redemption Date.
If no Sinking Fund Amount is set forth, the Company shall not have any
obligation to redeem this Note before its Stated Maturity. The Company may
reduce the Sinking Fund Amount to be redeemed on any Sinking Fund Redemption
Date by subtracting 100% of the principal amount (excluding premium) of any Note
surrendered to the Trustee for cancellation of which the Company becomes the
beneficial owner and has so notified the Trustee on or before the applicable
Sinking Fund Redemption Date or that the Company has redeemed or repaid other
than pursuant to the second preceding sentence. The Company may so credit the
same principal amount of the Note only once. Notice of any redemption pursuant
to this paragraph will be given by first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the date fixed for redemption as
provided in the Indenture. In the event of redemption of this Note in part
only, a new Note or Notes of this series for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.
In case of redemption of less than all of the Notes of this series at
the time outstanding, the Notes of this series to be redeemed shall be selected
by the Trustee in such manner as the Trustee shall deem appropriate and fair, as
provided in the Indenture.
This Note is subject to repayment in whole or in part in any whole
multiple of $1,000 (provided that any remaining principal amount of this Note
shall be at least $1,000) on the Repayment Dates set forth on the face hereof at
the option of the holder hereof, at a price (the "Repayment Price") set forth on
the face hereof or if no Repayment Price is so set forth, at 100% of the
principal amount, in each case together with interest payable to the date of
repayment. To be repaid at the option of the holder this Note must be received,
with the form at the foot of this Note titled "Option to Elect Repayment" duly
completed, by the Company at
5
<PAGE>
any office or agency of the Company maintained for the payment of principal and
interest, transfer and exchange in the Borough of Manhattan, The City of New
York, State of New York (or at such additional addresses of which the Company
shall notify the holders of the Notes of this series) not less than 30 nor more
than 60 days prior to the date of repayment. Effective exercise of the
repayment option by the holder of this Note shall be irrevocable. In any case
where the Repayment Dates set forth on the face hereof are not a Business Day,
then (notwithstanding any other provision of the Indenture or the Notes of this
series) payment of the Repayment Price and interest need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on such date, and, if such payment is so made, no interest
shall accrue for the period from and after such Repayment Date. If no Repayment
Dates are indicated, the Note is not subject to repayment at the option of the
holder. The term "Business Day" shall mean (a) with respect to any Note, any
day which is not a Saturday or Sunday and which, in the City of New York, is
neither a legal holiday nor a day on which banking institutions are authorized
by law or regulation to close, and (b) with respect to LIBOR Notes only, any
such day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market (a "London Business Day").
Commencing with the first Interest Reset Date specified on the face
hereof following the Original Issuance Date, the Date at which interest on this
Note is payable shall be adjusted daily, weekly, monthly, quarterly, semi-
annually or annually as shown on the face hereof under "Interest Reset Date";
PROVIDED, HOWEVER, that the interest rate in effect hereon for the 10 days
immediately prior to the Maturity hereof shall be that in effect on the 10th day
preceding the Maturity hereof. Each such adjusted rate shall be applicable on
and after the Interest Reset Date to which it relates to but not including the
next succeeding Interest Reset Date or until such Redemption Date, Repayment
Date or the Stated Maturity, as the case may be. Subject to applicable
provisions of law and except as specified herein, on each Interest Reset Date,
the rate of interest on this Note shall be the rate determined in accordance
with the provisions of the applicable heading below.
The Interest Reset Dates will be, in the case of Notes which reset
daily, each Business Day; in the case of Notes (other than Treasury Rate Notes)
which reset weekly, the Wednesday of each week; in the case of Treasury Rate
Notes which reset weekly, the Tuesday of each week (except as set forth in the
last sentence of the next succeeding paragraph below); in the case of Notes
which reset monthly, the third Wednesday of each month; in the case of Notes
which reset quarterly, the third Wednesday of March, June, September and
December; in the case of Notes which reset semi-annually, the third Wednesday of
two months of each year, as specified on the face hereof; and in the case of
Notes which reset annually, the third Wednesday of one month of each year, as
specified on the face hereof; PROVIDED, HOWEVER, that (a) the interest rate in
effect from the Original Issuance Date to the first Interest Reset Date with
respect to a Note will be the Initial Interest Rate and (b) the interest rate in
effect for the 10 days immediately prior to Maturity will be that in effect on
the 10th day preceding such Maturity. If any Interest Reset Date for any Note
would otherwise be a day that is not a Business Day for such Note, the Interest
Reset Date for such Note shall be postponed to the next day that is a Business
Day for such Note, except that in the case of a LIBOR Note, if such Business Day
is in the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.
The Interest Determination Date pertaining to an Interest Reset Date
for (a) a Commercial Paper Rate Note (the "Commercial Paper Rate Interest
Determination Date"), (b) a Prime Rate Note (the "Prime Rate Interest
Determination Date"), (c) a CD Rate Note (the "CD Rate Interest Determination
Date"), (d) a CMT Rate Note (the "CMT Rate Interest Determination Date"), and
(e) a Federal Funds Rate Note (the "Federal Funds Rate Interest Determination
Date") will be the second Business Day preceding the Interest Reset Date with
respect to such Note. The Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note (the "LIBOR Interest Determination Date") will be
the second London Business Day (as defined below) preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date for
a Treasury Rate Note (the "Treasury Rate Interest Determination Date") will be
the day of the week in which such Interest Reset Date falls on which Treasury
Bills would normally be auctioned. Treasury Bills are usually sold at auction
on Monday of each week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except that such auction may
be held on the preceding Friday. If, as a result of a legal holiday, an auction
is so held on the preceding Friday, such Friday will be the Treasury Rate
Interest Determination Date pertaining to the Interest Reset Date occurring in
the next succeeding week.
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If an auction date shall fall on any Interest Reset Date for a Treasury Rate
Note, then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date.
Unless otherwise indicated herein interest will be payable, in the
case of Notes which reset daily, weekly or monthly, on the third Wednesday of
each month or on the third Wednesday of March, June, September and December of
each year; in the case of Notes which reset quarterly, on the third Wednesday of
March, June, September and December of each year; in the case of Notes which
reset semi-annually, on the third Wednesday of the two months of each year
specified on the face hereof; and in the case of Notes which reset annually, on
the third Wednesday of the month specified on the face hereof (each an "Interest
Payment Date"), and in each case, at any Redemption Date or Repayment Date and
any Stated Maturity. If an Interest Payment Date with respect to any Note would
otherwise fall on a day that is not a Business Day with respect to such Note,
such Interest Payment Date will be the following day that is a Business Day with
respect to such Note, except that in the case of a LIBOR Note, if such day falls
in the next calendar month, such Interest Payment Date will be the preceding day
that is a Business Day with respect to such LIBOR Note.
Interest payments shall be for the amount of interest accrued to, but
excluding, the Interest Payment Date; PROVIDED, HOWEVER, that if the Interest
Reset Dates with respect to any Note are weekly, interest payable on any
Interest Payment Date, other than interest payable on any date on which
principal on any such Note is payable, will include interest accrued to and
including the immediately preceding Regular Record Date. With respect to this
Note, accrued interest from the date of issue or from the last date to which
interest has been paid is calculated by multiplying the face amount of such Note
by an accrued interest factor. Such accrued interest factor is computed by
adding the interest factor calculated for each day from the date of issue, or
from the last date to which interest has been paid, to the date for which
accrued interest is being calculated. The interest factor (expressed as a
decimal rounded upwards if five one hundred-thousandths or more of a percentage
point and rounded downwards if less than five one hundred-thousandths of a
percentage point, if necessary, to the next higher or lower, as the case may be,
one hundred-thousandth of a percentage point (E.G., 9.876546% or .09876546 being
rounded to 9.87655% or .0987655, respectively)) for each such day is computed by
dividing the interest rate (expressed as a decimal rounded off in the same
manner as the interest factor) applicable to such date by 360, in the case of
Commercial Paper Rate Notes, Prime Rate Notes, LIBOR Notes, CD Rate Notes, CMT
Rate Notes or Federal Funds Rate Notes, or by the actual number of days in the
year, in the case of Treasury Rate Notes. All dollar amounts used in or
resulting from such calculations will be rounded to the nearest cent (with one-
half cent being rounded upwards).
Notwithstanding the foregoing, if this Note is designated above as
having an Addendum attached, this Note shall bear interest in accordance with
the terms described in such Addendum.
Upon the request of the Holder of any Note, the Calculation Agent will
provide the interest rate then in effect, and, if different, the interest rate
which will become effective as a result of a determination made on the most
recent Interest Determination Date with respect to such Note. Unless otherwise
specified on the face hereof, the "Interest Calculation Date," where applicable,
pertaining to any Interest Determination Date will be the earlier of (a) the
10th calendar day after such Interest Determination Date, or, if any such day is
not a Business Day, the next succeeding Business Day, or (b) the Business Day
preceding the applicable Interest Payment Date, Redemption Date, Repayment Date
or Stated Maturity, as the case may be.
DETERMINATION OF COMMERCIAL PAPER RATE. The interest rate payable
with respect to this Note shall be calculated with reference to the Commercial
Paper Rate and the Spread or Spread Multiplier, if any, specified on the face
hereof. "Commercial Paper Rate" means, with respect to each Commercial Paper
Rate Interest Determination Date specified on the face hereof, the Money Market
Yield (calculated as described below) of the rate on such date for commercial
paper having the Index Maturity specified on the face hereof as published by
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)") under the heading
"Commercial Paper." In the event that such rate is not published prior to
3:00 P.M., New York City time, on the Interest Calculation Date pertaining to
such Commercial Paper Rate Interest Determination Date, then the Commercial
Paper Rate shall be the Money
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Market Yield of the rate on such Commercial Paper Rate Interest Determination
Date for commercial paper having the Index Maturity specified on the face hereof
as published by the Federal Reserve Bank of New York in its daily statistical
release "Composite 3:30 P.M. Quotations for U.S. Government Securities"
("Composite Quotations") under the heading "Commercial Paper." If by 3:00 P.M.,
New York City time, on such Interest Calculation Date such rate is not yet
published in either H. 15(519) or Composite Quotations, the rate for that
Commercial Paper Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean
(rounded to the next higher one hundred-thousandth of a percentage point) of the
offered rates, as of 11:00 A.M., New York City time, on that Commercial Paper
Rate Interest Determination Date, of three leading dealers of commercial paper
(which may include one or more of the Agents) in The City of New York selected
by the Calculation Agent (after consulting with the Company) for commercial
paper of the Index Maturity specified on the face hereof placed for an
industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized rating agency; PROVIDED, HOWEVER, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate will remain the Commercial Paper Rate
in effect on such Commercial Paper Rate Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage rounded
to the next higher one hundred-thousandth of a percentage point) calculated in
accordance with the following formula:
Money Market Yield = D x 360 x 100
---------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal; and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
DETERMINATION OF PRIME RATE. The interest rate payable with respect
to this Note shall be calculated with reference to the Prime Rate and the Spread
and/or Spread Multiplier, if any, specified on the face hereof. "Prime Rate"
means, with respect to each Prime Rate Interest Determination Date specified on
the face hereof, the rate set forth on such date in H.15(519) under the heading
"Bank Prime Loan." In the event that such rate is not published prior to
9:00 A.M., New York City time, on the Interest Calculation Date pertaining to
such Prime Rate Interest Determination Date, then the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for that Prime Rate Interest Determination Date. If fewer than four
such rates but more than one such rate appear on the Reuters Screen NYMF Page
for the Prime Rate Interest Determination Date, the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the prime
rates quoted on the basis of the actual number of days in the year divided by a
360-day year as of the close of business on such Prime Rate Interest
Determination Date by four major money center banks in the City of New York
selected by the Calculation Agent (after consultation with the Company). If
fewer than two such rates appear on the Reuters Screen NYMF Page, the Prime Rate
will be determined by the Calculation Agent on the basis of the rates furnished
in The City of New York by the appropriate number of substitute banks (which may
include one or more of the Agents) or trust companies organized and doing
business under the laws of the United States, or any State thereof, having total
equity capital of at least U.S. $500,000,000 and being subject to supervision or
examination by Federal or State authority, selected by the Calculation Agent
(after consultation with the Company) to provide such rate or rates; PROVIDED,
HOWEVER, that if the banks selected as aforesaid are not quoting as mentioned in
this sentence, the Prime Rate will remain the Prime Rate in effect on such Prime
Rate Interest Determination Date. "Reuters Screen NYMF Page" means the display
designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks).
DETERMINATION OF LIBOR. The interest rate payable with respect to
this Note shall be calculated with reference to LIBOR and the Spread or Spread
Multiplier, if any, specified on the face hereof.
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"LIBOR" will be determined with respect to each LIBOR Interest Determination
Date specified on the face hereof by the Calculation Agent in accordance with
the following provisions:
(i) With respect to each LIBOR Interest Determination Date specified
on the face hereof, either, as specified on the face hereof: (a) the
arithmetic mean of the offered rates for deposits in U.S. dollars for the
period of the Index Maturity specified on the face hereof, commencing on
the second London Business Day immediately following such LIBOR Interest
Determination Date, which appear on the Reuters Screen LIBO Page as of
11:00 A.M., London time, on the LIBOR Interest Determination Date, if at
least two such offered rates appear on the Reuters Screen LIBO Page ("LIBOR
Reuters"), or (b) the rate for deposits in U.S. dollars having the Index
Maturity specified on the face hereof, commencing on the second London
Business Day immediately following that LIBOR Interest Determination Date,
that appears on the Telerate Page 3750 as of 11:00 A.M., London time, on
that LIBOR Interest Determination Date ("LIBOR Telerate"). Unless
otherwise indicated on the face hereof, "Reuters Screen LIBO Page" means
the display designated as Page "LIBO" on the Reuters Monitor Money Rate
Service (or such other page as may replace the LIBO page on that service
for the purpose of displaying London interbank offered rates of major
banks). "Telerate Page 3750" means the display designated as page "3750"
on the Telerate Service (or such other page as may replace the 3750 page on
that service or such other service or services as may be nominated by the
British Bankers' Association for the purpose of displaying London interbank
offered rates for U.S. dollar deposits). If neither LIBOR Reuters nor
LIBOR Telerate is specified on the face hereof, LIBOR will be determined as
if LIBOR Telerate had been specified. If fewer than two offered rates
appear on the Reuters Screen LIBO Page, or if no rate appears on the
Telerate Page 3750, as applicable, LIBOR in respect of that LIBOR Interest
Determination Date will be determined as if the parties had specified the
rate described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear on the Reuters Screen LIBO Page, as
described in (i)(a) above, or on which no rate appears on the Telerate Page
3750, as specified in (i)(b) above, as applicable, LIBOR will be determined
on the basis of the rates at which deposits in U.S. dollars having the
Index Maturity specified on the face hereof are offered at approximately
11:00 A.M., London time, on such LIBOR Interest Determination Date by four
major banks ("Reference Banks") in the London interbank market selected by
the Calculation Agent (after consultation with the Company) to prime banks
in the London interbank market commencing on the second London Business Day
immediately following such LIBOR Interest Determination Date and in a
principal amount of not less than U.S. $1,000,000 that is representative
for a single transaction in such market at such time. The Calculation
Agent will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean (rounded to the nearest one hundred-thousandth of a
percentage point) of such quotations. If fewer than two quotations are
provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean (rounded to the nearest one hundred-thousandth of a
percentage point) of the rates quoted at approximately 11:00 A.M., New York
City time, on such LIBOR Interest Determination Date by three major banks
(which may include one or more of the Agents) in The City of New York
selected by the Calculation Agent (after consultation with the Company) for
loans in U.S. dollars to leading European banks having the Index Maturity
specified on the face hereof commencing on the second London Business Day
immediately following such LIBOR Interest Determination Date and in a
principal amount equal to an amount of not less than U.S. $1,000,000 that
is representative for a single transaction in such market at such time;
PROVIDED, HOWEVER, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, LIBOR will
remain LIBOR in effect on such LIBOR Interest Determination Date.
DETERMINATION OF TREASURY RATE. The interest rate payable with
respect to this Note shall be calculated with reference to the Treasury Rate and
the Spread or Spread Multiplier, if any, specified on the face hereof.
"Treasury Rate" means, with respect to each Treasury Rate Interest Determination
Date specified on the face hereof, the rate for the most recent auction of
direct obligations of the United States
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("Treasury Bills") having the Index Maturity specified on the face hereof as
published in H. 15(519) under the heading "U.S. Government Securities--Treasury
Bills-Auction Average (Investment)" or, if not so published by 3:00 P.M., New
York City time, on the Interest Calculation Date pertaining to such Treasury
Rate Interest Determination Date, the auction average rate, expressed as a Bond
Equivalent Yield (calculated as described below), for such auction as otherwise
announced by the United States Department of the Treasury. In the event that
the results of the auction of Treasury Bills having the Index Maturity specified
on the face hereof are not published or reported as provided above by 3:00 P.M.,
New York City time, on such Treasury Rate Interest Calculation Date, or if no
such auction is held in a particular week, then the Treasury Rate shall be
calculated by the Calculation Agent and shall be a yield to maturity, expressed
as a Bond Equivalent Yield, of the arithmetic mean of the secondary market bid
rates as of approximately 3:30 P.M., New York City time, on such Treasury Rate
Interest Determination Date, of three leading primary United States government
securities dealers (which may include one or more of the Agents) selected by the
Calculation Agent (after consultation with the Company), for the issue of
Treasury Bills with a remaining maturity closest to the specified Index
Maturity; PROVIDED, HOWEVER, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate will remain the Treasury Rate in effect on such Treasury Rate Interest
Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage
rounded to the next higher one-hundred thousandth of a percentage point)
calculated in accordance with the following formula:
Bond Equivalent Yield = D x N x 100
---------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills, quoted on
a bank discount basis and expressed as a decimal; "N" refers to 365 or 366, as
the case may be; and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
DETERMINATION OF CERTIFICATE OF DEPOSIT RATE. The interest rate
payable with respect to this Note shall be calculated with reference to the
CD Rate and the Spread and/or Spread Multiplier, if any, specified on the face
hereof. "CD Rate" means, with respect to each CD Rate Interest Determination
Date specified on the face hereof, the rate on such date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published in H.15(519) under the heading "CDs (Secondary Market)." In the
event that such rate is not so published by 3:00 P.M., New York City time, on
the Interest Calculation Date pertaining to such CD Rate Interest Determination
Date, as specified above, the CD Rate will be the rate on such CD Rate Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity specified on the face hereof as published in Composite Quotations under
the heading "Certificates of Deposit." If such rate is neither published in
H.15(519) nor in Composite Quotations by 3:00 P.M., New York City time, on such
CD Rate Interest Calculation Date, the CD Rate for such CD Rate Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York
City time, on such CD Rate Interest Determination Date, of three leading nonbank
dealers of negotiable U.S. dollar certificates of deposit (which may include one
or more of the Agents) in The City of New York selected by the Calculation Agent
(after consultation with the Company) for negotiable certificates of deposit of
major United States money center banks (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index Maturity
specified indicated hereon in a denomination of U.S. $5,000,000; PROVIDED,
HOWEVER, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the CD Rate will remain the CD Rate
in effect on such CD Rate Interest Determination Date.
DETERMINATION OF CMT RATE. The interest rate payable with respect to
this Note shall be calculated with reference to the CMT Rate and the Spread
and/or Spread Multiplier, if any, specified on the face hereof. "CMT Rate"
means, with respect to each CMT Rate Interest Determination Date specified on
the face hereof, the rate displayed on the Designated CMT Telerate Page under
the caption " . . . Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 P.M.," under the column for the
Designated CMT Maturity Index for (i) if the Designated CMT Telerate Page is
7055, the rate on such
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CMT Rate Interest Determination Date and (ii) if the Designated CMT Telerate
Page is 7052, the rate for the week, or the month, as applicable, ended
immediately preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 P.M., New York City time, on the related
Interest Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published, or if not published by 3:00 P.M., New York City
time, on the related Interest Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such Treasury Constant Maturity rate
for the Designated CMT Maturity Index (or other United States Treasury rate for
the Designated CMT Maturity Index) for the CMT Rate Interest Determination Date
with respect to such Interest Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United States Department
of the Treasury that the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 P.M., New York
City time, on the related Interest Calculation Date, then the CMT Rate for the
CMT Rate Interest Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean (rounded to the
nearest one hundred-thousandth of a percentage point) of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time, on
the CMT Rate Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(which may include one or more of the Agents) (each, a "Reference Dealer") in
The City of New York selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent (after consultation with the Company)
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Note") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such Treasury Note quotations, the CMT
Rate for such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
(rounded to the nearest one hundred-thousandth of a percentage point) of the
secondary market offer side prices as of approximately 3:30 P.M., New York City
time, on the CMT Rate Interest Determination Date of three Reference Dealers in
The City of New York (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least $100,000,000. If three or four (and not
five) of such Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean (rounded to the nearest one hundred -
thousandth of a percentage point) of the offer prices obtained and neither the
highest nor lowest of such quotes will be eliminated; PROVIDED, HOWEVER, that if
fewer than three Reference Dealers selected by the Calculation Agent are quoting
as described herein, the CMT Rate will remain the CMT Rate in effect on such CMT
Rate Interest Determination Date. If two Treasury Notes with an original
maturity as described in the third preceding sentence have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the quotes for the
CMT Rate Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified on the face hereof (or any other page as
may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.
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DETERMINATION OF FEDERAL FUNDS EFFECTIVE RATE. The interest rate
payable with respect to this Note shall be calculated with reference to the
Federal Funds Effective Rate and the Spread and/or Spread Multiplier, if any,
specified on the face hereof. "Federal Funds Effective Rate" means, with
respect to each Federal Funds Rate Interest Determination Date, the rate on that
date for Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)." In the event that such rate is not so published by
3:00 P.M., New York City time, on the Interest Calculation Date pertaining to
such Federal Funds Rate Interest Determination Date, as specified above, the
Federal Funds Effective Rate will be the rate on such Federal Funds Rate
Interest Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate." If such rate is neither published in
H.15(519) nor in Composite Quotations by 3:00 P.M., New York City time, on such
Interest Calculation Date, the Federal Funds Effective Rate for such Federal
Funds Rate Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates as of 9:00 A.M., New York
City time, on such Federal Funds Rate Interest Determination Date of the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions (which may include one or more of the Agents) in The
City of New York selected by the Calculation Agent (after consultation with the
Company); PROVIDED, HOWEVER, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Effective Rate will remain the Federal Funds Effective Rate in effect on
such Federal Funds Rate Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown on the face hereof. The Calculation Agent shall
calculate the interest rate on this Note in accordance with the foregoing on or
before each Interest Calculation Date.
The Calculation Agent shall, upon the request of the Holder of this
Note, provide to such Holder the interest rate hereon then in effect and, if
different, the interest rate which shall become effective as of the next
Interest Reset Date.
Interest payments for this Note shall include interest accrued to but
excluding the Interest Payment Date; PROVIDED, HOWEVER, that if the Interest
Reset Dates with respect to such Note are weekly, interest payable on any
Interest Payment Date, other than interest payable on any date on which
principal hereof is payable, shall include interest accrued to and including the
immediately preceding Regular Record Date. Accrued interest hereon from the
Original Issuance Date or from the last date to which interest hereon has been
paid, as the case may be, shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued interest factor shall
be computed by adding the interest factor calculated for each day from the
Original Issuance Date or from the last date to which interest shall have been
paid, as the case may be, to the date for which accrued interest is being
calculated. The interest factor (expressed as a decimal rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage point) for
each such day shall be computed by dividing the interest rate (expressed as a
decimal, rounded upwards, if necessary, to the next higher one hundred-
thousandth of a percentage point) applicable to such day by 360, in the case of
Commercial Paper Rate Notes, Prime Rate Notes, LIBOR Notes, CD Rate Notes, CMT
Rate Notes or Federal Funds Rate Notes, or by the actual number of days in the
year in the case of the Treasury Rate Notes.
The interest rate on this Note will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general applicability. Under present New York law, the maximum
rate of interest is 25% per annum on a simple interest basis. This limit may
not apply if $2,500,000 or more has been invested in this Note.
The Indenture contains provisions permitting the Company and the
Guarantor to terminate each of their obligations with respect to certain
provisions of the Indenture and as to the payment of the principal of (and
premium, if any) and interest on Notes of this series if the Company or the
Guarantor shall have deposited or caused to be deposited irrevocably with the
Trustee as a trust fund specifically pledged as security for, and dedicated
solely to, the benefit of the holders of the Notes of this series (i) money in
an amount (in such currency, currencies or currency unit or units in which any
such Notes are payable) or (ii) in the case of such
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Notes, if any, denominated in U.S. Dollars, direct non-callable and non-
redeemable obligations of, or non-callable and non-redeemable obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligation the full faith and credit of the United States is pledged, or, in
the case of such Notes, if any, denominated in a Foreign Currency, foreign
government securities which are direct, non-callable and non-redeemable
obligations of, or non-callable and non-redeemable obligations guaranteed by the
government that issued the currency, for payment of which guarantee or
obligation the full faith and credit of such government is pledged, which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide, not later than the due date of any payment of
principal (including any premium) and interest, if any, under such Notes, money
in an amount or (iii) a combination of (i) and (ii) sufficient (in the opinion
with respect to (ii) and (iii) of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee) to pay and discharge each installment of principal of (including any
premium), and interest, if any, on, such Notes, on the dates such installments
of interest or principal are due in the currency, currencies or currency unit or
units, in which such Notes are payable; PROVIDED, HOWEVER, that for the purposes
of this paragraph, Notes shall include Notes of this series which may be issued
upon exercise of warrants; PROVIDED FURTHER, HOWEVER, that the Company or the
Guarantor shall not make or cause to be made the deposit provided by this
paragraph unless the Company or the Guarantor shall have delivered to the
Trustee an Opinion of Counsel to the effect that there will not occur any
violation of the Investment Company Act of 1940, as amended, on the part of the
Company or the Guarantor, the trust funds representing such deposit or the
Trustee as a result of such deposit and the related exercise of the Company's or
the Guarantor's option under the Indenture.
If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions permitting the Company, the
Guarantor and the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Notes of all affected series at
the time outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of the Notes of
such series; PROVIDED, HOWEVER, that no such supplemental indenture may without
the consent of the Holder of each Note so affected thereby (a) change the Stated
Maturity of the principal of, or any installment of principal of or interest on,
any Notes of such series, (b) reduce the principal amount thereof, (c) reduce
the rate of interest thereon, or premium payable upon redemption thereof, (d)
reduce the principal amount of any Original Issue Discount Note payable upon
acceleration of the Maturity thereof, (e) change the place of payment on or with
respect to the Note or the currency or currency unit in which any Note or any
premium or interest thereon is payable or the obligation to pay additional
amounts, (f) impair the right to institute suit for the enforcement of any
payment on or with respect to any Note on or after the Stated Maturity or
Redemption Date thereof, (g) reduce the percentage in principal amount of
Outstanding Notes of such series, the consent of which is required for any
supplemental indenture or waiver (of compliance with certain Indenture
provisions or certain defaults under the Indenture and their consequences),
(h) change the obligation of the Company to maintain an office or agency in the
places and for the purposes required by the Indenture, (i) make any change that
would adversely affect the right to convert any convertible Notes. It is also
provided in the Indenture that the Holders of a majority in aggregate principal
amount of the Notes of such series at the time outstanding may on behalf of the
Holders of all of the Notes of such series waive any past default under the
Indenture and its consequences, except a default in the payment of the principal
of (and premium, if any) or interest on any of the Notes of such series or in
respect of a covenant or provision of the Indenture which cannot be modified or
amended without the consent of all affected Holders. Any such consent or waiver
by the Holder of this Note (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued in exchange or substitution hereof and upon
registration of transfer hereof, whether or not any notation of such consent or
waiver is made upon this Note. Holders of Notes may not enforce their rights
pursuant to the Indenture or the Notes except as provided in the Indenture.
13
<PAGE>
Except for recourse against the Guarantor pursuant to the Guarantee,
no recourse shall be had for the payment of the principal of (and premium, if
any) or the interest on this Note, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer, director
or employee, as such, past, present or future, of the Company or the Guarantor,
or of any respective successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
The transfer of this Note is registrable by the registered owner
hereof in person or by his attorney duly authorized in writing at the office of
the Security Registrar or at the office of any transfer agent designated by the
Company for such purpose. Subject to the terms of the Indenture upon payment of
a service charge for registration of transfer and payment of a sum sufficient to
reimburse the Company for any tax or other governmental charge incident to
transfer (except the Company will pay for such service charges if the Notes are
listed on a stock exchange that requires the Company to pay such charges as a
condition to listing), and upon surrender and of this Note upon any such
registration of transfer, a new Note or Notes of authorized denomination or
denominations, for the same aggregate principal amount, will be issued to the
transferee in exchange hereof.
Prior to due presentation of this Note for registration of transfer,
the Company, the Guarantor, the Trustee, the Authenticating Agent, if any, and
any agent of the Company, the Guarantor or the Trustee may treat the Person in
whose name this Note is registered upon the Security Register as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon) for the
purpose of receiving payment of or on account of the principal hereof (and
premium, if any) and, subject to the provisions on the face hereof, interest due
hereon and for all other purposes, and neither the Company, the Guarantor, the
Trustee, the Authenticating Agent, if any, nor any agent of the Company, the
Guarantor or the Trustee shall be affected by any notice or knowledge to the
contrary.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Note of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in aggregate principal amount of the Outstanding Notes of this series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, the Trustee shall not have
received from the Holders of a majority in aggregate principal amount of the
Outstanding Notes of this series a direction inconsistent with such request and
the Trustee shall have failed to institute such proceeding within 60 days;
PROVIDED, HOWEVER, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of (premium,
if any) or interest on this Note on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay or provide for the payment of the principal
of (and premium, if any) and interest on this Note at the times, places and
rate, and in the coin or currency, herein prescribed.
This Note and the Guarantee hereof will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company and the
Guarantor, respectively.
The Indenture, the Guarantee and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
14
<PAGE>
[FORM OF GUARANTEE]
FOR VALUE RECEIVED, UNOCAL CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Guarantor," which term includes any successor corporation under the Indenture
(hereinafter called the "Indenture") referred to in the Note upon which this
Guarantee is endorsed), hereby unconditionally guarantees to the Holders from
time to time of the Notes (a) the full and prompt payment of the principal of
and any premium on any Note when and as the same shall become due and payable,
whether at the Stated Maturity thereof, by acceleration, redemption or otherwise
and (b) the full and prompt payment of any interest on any Note when and as the
same shall become due, according to the terms of such Note and the Indenture.
In addition, the Guarantor hereby unconditionally agrees that upon default by
the Company in the payment when due of the principal of (and premium, if any)
and interest on the Notes (whether at Stated Maturity thereof, acceleration,
redemption or otherwise) the Guarantor will forthwith pay the same, without
further notice or demand.
The obligations of the Guarantor hereunder shall be absolute and
unconditional and shall remain in full force and effect until the entire
principal of and interest and any premium on the Notes shall have been paid or
provided for in accordance with the provisions of the Indenture, and such
obligations shall not be affected, modified or impaired upon the happening from
time to time of any event, including without limitation any of the following,
whether or not with notice to, or the consent of, the Guarantor:
(a) the waiver, surrender, compromise, settlement, release or
termination of any or all of the obligations, covenants or agreements of the
Company under the Indenture or the Notes unless the waiver, surrender,
compromise, settlement, release or termination is made specifically applicable
to the Guarantor;
(b) the failure to give notice to the Guarantor of the occurrence of
an Event of Default;
(c) the waiver, compromise or release of the payment, performance or
observance by the Company of any or all of its obligations, covenants or
agreements contained in the Indenture, unless such waiver, compromise or release
is made specifically applicable to the Guarantor;
(d) the extension of the time for payment of any principal of or
interest or any premium on any Note or for any other payment under the Indenture
or of the time for performance of any other obligations, covenants or agreements
under or arising out of the Indenture;
(e) the modification or amendment (whether material or otherwise) of
any obligation, covenant or agreement set forth in the Indenture or the Notes;
(f) the taking or the omission of any of the actions referred to in
the Indenture and any of the actions under the Notes;
(g) any failure, omission, delay or lack on the part of the Trustee
to enforce, assert or exercise any right, power or remedy conferred on the
Trustee in the Indenture, or any other act or acts on the part of the Trustee or
any of the Holders from time to time of the Notes;
(h) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all the assets, marshalling of assets
and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition with creditors or
readjustment of, or other similar proceedings affecting the Guarantor, or the
Company or any of the assets of any of them, or any allegation or contest of the
validity of the Guarantee in any such proceeding;
(i) to the extent permitted by law, the release or discharge by
operation of law of the Company from the performance or observance of any
obligation, covenant or agreement contained in the Indenture, unless the
Guarantor is also so released or discharged by operation of law;
15
<PAGE>
(j) the default or failure of the Guarantor or the Trustee fully to
perform any of its obligations set forth in the Indenture or the Notes; or
(k) the invalidity of the Indenture or the Notes or any part of any
thereof.
No set-off, counterclaim, reduction, or diminution of any obligation,
or any defense of any kind or nature which the Guarantor has or may have against
the Trustee shall be available hereunder to the Guarantor against the Trustee to
reduce the payments of the Guarantor under this Guarantee.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication on the Note to which this
Guarantee is endorsed has been executed by or on behalf of the Trustee, by the
manual signature of one of its, or its Authenticating Agent's, authorized
signatories, this Guarantee shall not be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.
Dated:
UNOCAL CORPORATION
By _______________________________
Title:
[CORPORATE SEAL]
Attest:
________________________
[Assistant] Secretary
16
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby requests and irrevocably instructs the Company
to repay the within Note on the first Repayment Date set forth on the face
hereof occurring not less than 30 nor more than 60 days after the date of
receipt of the within Note by the Company at an office or agency of the Company
maintained for the payment of principal and interest, transfer and exchange in
The City of New York, State of New York (or at such other addresses of which the
Company shall notify the registered holders of the Notes of this series).
( ) In whole
( ) In part equal to $______________________ (must be a
whole multiple of $1,000; remaining principal amount
must be at least $1,000)
at a price equal to the Repayment Price set forth on the face hereof, or if no
Repayment Price is so set forth, at 100% of the principal amount, in each case,
together with interest accrued to the date of repayment.
Signature Please print or type name and
address:
_____________________________________ ____________________________________
NOTICE: The signature on this
Option to Elect Repayment ____________________________________
must correspond with the
name as written upon the ____________________________________
face of the within
instrument in every
particular without
alteration or enlargement
or any change whatever.
17
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto
Please insert Social Security or
other identifying number of assignee:
____________________________________________
________________________________________________________________________________
(Name and Address of Assignee, including
Zip Code, must be printed or typewritten)
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing ____________________________________________ Attorney to transfer
said Note on the Security Register of the Company, with full power of
substitution in the premises.
Dated:
_______________________________________________
NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
18
<PAGE>
UNOCAL CORPORATION
1201 West 5th Street, P.O. Box 7600
Los Angeles, California 90051
Telephone (213) 977-6124
[UNOCAL LOGO]
EXHIBIT 5
DENNIS P. R. CODON July 29, 1994
Vice President, General Counsel
and Corporate Secretary
Union Oil Company of California
Unocal Corporation
1201 West 5th Street
Los Angeles, California 90017
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
As Vice President and General Counsel of Union Oil Company of California, a
California corporation (the "Company"), and Unocal Corporation, a Delaware
corporation ("Unocal"), I have examined, or caused to be examined by attorneys
working under my direction, the Registration Statement on Form S-3 (the
"Registration Statement"), including the exhibits thereto, which the Company and
Unocal propose to file with the Securities and Exchange Commission (the
"Commission"). The Registration Statement relates to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), for offering and sale
from time to time on a continuous or delayed basis pursuant to Rule 415 under
the Securities Act, of up to $1,000,000,000 aggregate public offering price,
without allocation as to class of securities, of (i) debt securities of the
Company, consisting of unsecured notes, debentures or other evidences of
indebtedness, which may be either senior (the "Senior Debt Securities") or
subordinated (the "Subordinated Debt Securities") and issuable in one or more
series, together with guarantees as to the payment of principal, interest and
premium, if any, thereof (the "Guarantees") of Unocal (the Senior Debt
Securities and Subordinated Debt Securities, in each case together with the
related Guarantees, being hereinafter collectively referred to as the "Debt
Securities"); (ii) warrants of the Company and Unocal to purchase Debt
Securities (the "Debt Warrants"), which may be issued independently or together
with any series of Debt Securities; (iii) shares of Preferred Stock, par value
$0.10 per share, of Unocal (the "Unocal Preferred Stock"), issuable in one or
more series; (iv) shares of Common Stock, par value $1.00 per share, of Unocal
(the "Unocal Common Stock"), together with associated Preferred Stock Purchase
Rights of Unocal (the "Rights"); and (v) warrants of Unocal to purchase Unocal
Preferred Stock and Unocal Common Stock (the "Equity Warrants"), which may be
issued independently or together with shares of Unocal Preferred Stock or Unocal
Common Stock. The shares of Unocal Preferred Stock and Unocal Common Stock may
be issued either directly, upon
<PAGE>
Union Oil Company of California
Unocal Corporation
July 29, 1994
Page 2
the conversion or exchange of Debt Securities, upon the exercise of Equity
Warrants or, in the case of shares of Unocal Common Stock, upon the conversion
of shares of Unocal Preferred Stock. The Rights will be issued only with, and
initially represented by the certificates for and transferrable only with,
shares of Unocal Common Stock. All of the foregoing securities are hereinafter
referred to collectively as the "Securities".
The Securities will be offered and sold in the manner described in the
Registration Statement, the prospectus contained therein (the "Prospectus") and
applicable supplements to the Prospectus describing in detail the particular
issue or series of Securities subject thereto (each a "Prospectus Supplement").
The Senior Debt Securities and related Guarantees will be issued under an
indenture (the "Senior Indenture") to be entered into among the Company, Unocal
and Chemical Trust Company of California, as Trustee, and the Subordinated Debt
Securities and related Guarantees will be issued under an indenture (the
"Subordinated Indenture" and, together with the Senior Indenture, the
"Indentures") to be entered into among the Company, Unocal and a Trustee to be
determined in the future. The Indentures will incorporate by reference the
Standard Multiple-Series Indenture Provisions, January 1991, of the Company and
Unocal, dated as of January 2, 1991 (the "Standard Indenture Provisions"). The
Debt Warrants and Equity Warrants will be issued pursuant to warrant agreements
(each a "Warrant Agreement") to be entered into among the Company and/or Unocal
and one or more Warrant Agents to be determined in the future. The Rights will
be issued pursuant to the Rights Agreement dated as of January 29, 1990 (the
"Rights Agreement"), between Unocal and Chemical Trust Company of California, as
Rights Agent. Forms of the Indentures, the Standard Indenture Provisions, the
Debt Securities and the Warrant Agreements (including annexed forms of warrant
certificates) and the Rights Agreement are included as exhibits to the
Registration Statement.
This opinion is rendered in accordance with the requirements of Item
601(b)(5)(i) of Regulation S-K of the Commission.
I am familiar with the actions heretofore taken by the Boards of Directors
and officers of the Company and Unocal in connection with the preparation and
filing of the Registration Statement, the authorization of the Indentures and
certain related matters. I have examined, or caused to be examined by such
attorneys working under my direction, and have considered such questions of law
and fact and such instruments, documents and records as I or they have deemed
relevant and necessary for the basis of the opinions expressed below.
I am licensed to practice law in the State of California and, although I am
not licensed to practice law in the State of Delaware, I am generally familiar
with the Delaware General Corporation Law. Therefore, the opinions expressed
below are limited to the laws of the State
<PAGE>
Union Oil Company of California
Unocal Corporation
July 29, 1994
Page 3
of California, the Delaware General Corporation Law and the Federal laws of the
United States, all as currently in effect, to the exclusion of all other
jurisdictions.
The opinions expressed below are subject to the conditions that the
Registration Statement shall have become effective under the Securities Act,
that the applicable Indenture shall have been qualified under the Trust
Indenture Act of 1939, as amended, and that all applicable provisions of the
"Blue Sky" and securities laws of the various states and other jurisdictions in
which the Securities may be offered and sold shall have been complied with.
The opinions expressed in Paragraphs 1, 2, 3 and 6 below, relating to
whether the Securities described therein will be validly issued and binding
obligations of the Company and/or Unocal, are subject to the exception that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally, (ii) general principles of equity, regardless of whether
enforcement is sought in a proceeding in equity or at law, and, in the case of
the Debt Securities, (iii) requirements that a claim with respect to any Debt
Securities denominated other than in United States dollars (or a judgment
denominated other than in United States dollars in respect of such a claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and (iv) governmental authority to limit,
delay or prohibit the making of payments outside the United States or in a
foreign currency, composite currency or currency unit. In addition, I express
no opinion with respect to the validity and binding nature of the obligations of
the Company and Unocal with respect to any Debt Securities that may be indexed
or linked to any foreign currency, composite currency, currency unit, commodity
price, financial or non-financial index or other factors.
Based upon and subject to the foregoing, I am of the opinion that:
1. When the applicable Indenture under which any Debt Securities of
any series are to be issued has been duly executed and delivered by the
parties thereto, all requisite corporate action has been taken by the
Company and Unocal to establish the terms of and to authorize the issuance
of such Debt Securities under the applicable Indenture and the
consideration to be received therefor, and such Debt Securities have been
duly completed and duly executed, authenticated, issued and delivered,
against payment therefor of the consideration specified by such corporate
action, in accordance with the applicable Indenture and in the manner
described in such corporate action and in the Registration Statement, the
Prospectus and the applicable Prospectus Supplement, such Debt Securities
will be validly issued and binding obligations of the Company and Unocal.
<PAGE>
Union Oil Company of California
Unocal Corporation
July 29, 1994
Page 4
2. When all requisite corporate action has been taken by the Company
and Unocal to establish the terms of and to authorize the issuance of any
series of Debt Warrants and to authorize a Warrant Agreement relating
thereto, the applicable Indenture under which Debt Securities of any series
are to be issued upon the exercise of such Debt Warrants has been duly
executed and delivered by the parties thereto, all requisite corporate
action has been taken to establish the terms of and to authorize the
issuance of such Debt Securities under the applicable Indenture upon the
exercise of such Debt Warrants and the consideration to be received
therefor upon such exercise, the applicable Warrant Agreement has been duly
executed and delivered by the parties thereto and certificates evidencing
such Debt Warrants have been duly completed and duly executed,
countersigned, issued and delivered, against payment therefor of the
consideration specified by such corporate action, in accordance with the
applicable Warrant Agreement and in the manner described in such corporate
action and in the Registration Statement, the Prospectus and the applicable
Prospectus Supplement, such Debt Warrants will be validly issued and
binding obligations of the Company and Unocal.
3. When the applicable Indenture under which Debt Securities of any
series are to be issued upon the exercise of any series of Debt Warrants
has been duly executed and delivered by the parties thereto, all requisite
corporate action has been taken by the Company and Unocal to establish the
terms of and to authorize the issuance of such Debt Securities under the
applicable Indenture upon the exercise of such Debt Warrants and the
consideration to be received therefor upon such exercise, such Debt
Warrants have been duly and validly issued in the manner contemplated by
Paragraph 2 above and exercised in accordance with their terms and the
terms of the applicable Warrant Agreement and in the manner described in
the Registration Statement, the Prospectus and the applicable Prospectus
Supplement, and such Debt Securities have been duly completed and duly
executed, authenticated, issued and delivered, against payment therefor of
the consideration specified by such corporate action, upon such exercise in
accordance with the applicable Indenture and the applicable Warrant
Agreement and in the manner described in such corporate action and in the
Registration Statement, the Prospectus and the applicable Prospectus
Supplement, such Debt Securities will be validly issued and binding
obligations of the Company and Unocal.
4. When all requisite corporate action, including the adoption of
appropriate resolutions by the Board of Directors and/or a duly authorized
committee thereof (the "Board Resolutions"), has been taken by Unocal to
establish the terms of and to authorize the issuance of any shares of any
series of Unocal Preferred Stock, the consideration to be received therefor
and a form of certificate evidencing such shares of such series, a
<PAGE>
Union Oil Company of California
Unocal Corporation
July 29, 1994
Page 5
certificate setting forth the voting powers, designations, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions (the "Certificate of
Designations") of such series has been duly executed and filed with the
Secretary of State of the State of Delaware, and certificates evidencing
such shares have been duly executed, countersigned, issued and delivered,
against payment therefor of the consideration specified in such Board
Resolutions, in the manner described in such Board Resolutions and in the
Registration Statement, the Prospectus and the applicable Prospectus
Supplement, such shares of such series of Unocal Preferred Stock will be
validly issued, fully paid and nonassessable.
5. When all requisite corporate action, including the adoption of
appropriate Board Resolutions, has been taken by Unocal to authorize the
issuance of any shares of Unocal Common Stock and the consideration to be
received therefor, and certificates evidencing such shares have been duly
executed, countersigned, issued and delivered, against payment therefor of
the consideration specified in such Board Resolutions, in the manner
described in such Board Resolutions and in the Registration Statement, the
Prospectus and the applicable Prospectus Supplement, such shares of Unocal
Common Stock will be validly issued, fully paid and nonassessable.
6. When all requisite corporate action, including the adoption of
appropriate Board Resolutions, has been taken by Unocal to establish the
terms of and to authorize the issuance of any series of Equity Warrants and
to authorize a Warrant Agreement relating thereto, to establish the terms
of and to authorize the issuance of shares of any series of Unocal
Preferred Stock or to authorize the issuance of any shares of Unocal Common
Stock, as the case may be, upon the exercise of such Equity Warrants and
the consideration to be received therefor upon such exercise, and to
authorize a form of certificate evidencing such shares of any such series
of Unocal Preferred Stock, the Certificate of Designations of any such
series of Unocal Preferred Stock has been duly executed and filed with the
Secretary of State of the State of Delaware, the applicable Warrant
Agreement has been duly executed and delivered by the parties thereto and
certificates evidencing such Equity Warrants have been duly completed and
duly executed, countersigned, issued and delivered, against payment
therefor of the consideration specified in such Board Resolutions, in
accordance with the applicable Warrant Agreement and in the manner
described in such Board Resolutions and in the Registration Statement, the
Prospectus and the applicable Prospectus Supplement, such Equity Warrants
will be validly issued and binding obligations of Unocal.
<PAGE>
Union Oil Company of California
Unocal Corporation
July 29, 1994
Page 6
7. When all requisite corporate action, including the adoption of
appropriate Board Resolutions, has been taken by Unocal to establish the
terms of and to authorize the issuance of any shares of any series of
Unocal Preferred Stock or to authorize the issuance of any shares of Unocal
Common Stock, as the case may be, upon the conversion or exchange of Debt
Securities of any series providing for such conversion or exchange and the
consideration to be received therefor upon such conversion or exchange, and
to authorize a form of certificate evidencing any such shares of any such
series of Unocal Preferred Stock, the Certificate of Designations of any
such series of Unocal Preferred Stock has been duly executed and filed with
the Secretary of State of the State of Delaware, such Debt Securities have
been duly and validly issued in the manner contemplated by Paragraph 1 or 3
above and surrendered to Unocal or its duly authorized agent for conversion
or exchange, as the case may be, in accordance with their terms and the
terms of the applicable Indenture, and certificates evidencing such shares
of such series of Unocal Preferred Stock or such shares of Unocal Common
Stock, as the case may be, have been duly executed, countersigned, issued
and delivered, against receipt by Unocal of the consideration specified in
such Board Resolutions, upon such conversion or exchange in accordance with
the terms of such Debt Securities and the terms of the applicable
Indenture, such shares of such series of Unocal Preferred Stock or such
shares of Unocal Common Stock, as the case may be, will be validly issued,
fully paid and nonassessable.
8. When all requisite corporate action, including the adoption of
appropriate Board Resolutions, has been taken by Unocal to establish the
terms of and to authorize the issuance of any shares of any series of
Unocal Preferred Stock or to authorize the issuance of any shares of Unocal
Common Stock, as the case may be, upon the exercise of any series of Equity
Warrants and the consideration to be received therefor upon such exercise,
and to authorize a form of certificate evidencing any such shares of any
such series of Unocal Preferred Stock, the Certificate of Designations of
any such series of Unocal Preferred Stock has been duly executed and filed
with the Secretary of State of the State of Delaware, such Equity Warrants
have been duly and validly issued in the manner contemplated by Paragraph 6
above and exercised in accordance with their terms and the terms of the
applicable Warrant Agreement and in the manner described in the
Registration Statement, the Prospectus and the applicable Prospectus
Supplement, and certificates evidencing such shares of such series of
Unocal Preferred Stock or such shares of Unocal Common Stock, as the case
may be, have been duly executed, countersigned, issued and delivered,
against payment therefor of the consideration specified in such Board
Resolutions, upon such exercise in accordance with the applicable Warrant
Agreement and in the manner described in such Board Resolutions and in the
Registration Statement, the
<PAGE>
Union Oil Company of California
Unocal Corporation
July 29, 1994
Page 7
Prospectus and the applicable Prospectus Supplement, such shares of such
series of Unocal Preferred Stock or such shares of Unocal Common Stock, as
the case may be, will be validly issued, fully paid and nonassessable.
9. When all requisite corporate action, including the adoption of
appropriate Board Resolutions, has been taken by Unocal to authorize the
issuance of any shares of Unocal Common Stock upon the conversion of any
shares of any series of Unocal Preferred Stock providing for such
conversion and the consideration to be received therefor upon such
conversion, such shares of such series of Unocal Preferred Stock have been
duly and validly issued in the manner contemplated by Paragraph 4, 7 or 8
above and surrendered to Unocal or its duly authorized agent for conversion
in accordance with their terms and the terms of the Certificate of
Designations of such series, and certificates evidencing such shares of
Unocal Common Stock have been duly executed, countersigned, issued and
delivered, against receipt by Unocal of the consideration specified in such
Board Resolutions, upon such conversion in accordance with the Certificate
of Designations of such series of Unocal Preferred Stock, such shares of
Unocal Common Stock will be validly issued, fully paid and nonassessable.
10. The Rights have been duly authorized and, when such Rights are
issued in accordance with the Rights Agreement, together with shares of
Unocal Common Stock duly and validly issued in the manner contemplated by
Paragraph 5, 7, 8 or 9 above, such Rights will be validly issued.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" therein. In giving this consent, I do not thereby admit that I am
included in the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Dennis P. R. Codon
<PAGE>
EXHIBIT 12.1
UNION OIL COMPANY OF CALIFORNIA AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
<TABLE>
<CAPTION>
Six Months Ended
June 30, Year Ended December 31,
--------------------- -----------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
----- ----- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings from continuing operations . . . . . . $ 104 $ 229 $ 344 $ 197 $ 75 $ 491 $ 329
Provision for income taxes . . . . . . . . . . 97 181 268 153 139 84 218
Minority interest . . . . . . . . . . . . . . . -- -- -- 5 6 26 36
----- ----- ----- ----- ----- ------ ------
Earnings subtotal (a) . . . . . . . . . . . . 201 410 612 355 220 601 583
Fixed charges included in earnings:
Interest expense . . . . . . . . . . . . . . 141 157 304 379 395 419 421
Interest portion of rentals (b) . . . . . . . 28 31 55 61 67 60 55
----- ----- ----- ----- ----- ------ ------
Subtotal . . . . . . . . . . . . . . . . . 169 188 359 440 462 479 476
Earnings available before fixed charges $ 370 $ 598 $ 971 $ 795 $ 682 $1,080 $1,059
----- ----- ----- ----- ----- ------ ------
----- ----- ----- ----- ----- ------ ------
Fixed charges:
Fixed charges included in earnings . . . . . $ 169 $ 188 $ 359 $ 440 $ 462 $ 479 $ 476
Capitalized interest . . . . . . . . . . . . 18 17 30 34 40 10 23
------ ----- ----- ----- ----- ----- -----
Total fixed charges . . . . . . . . . . . . $ 187 $ 205 $ 389 $ 474 $ 502 $ 489 $ 499
------ ----- ----- ----- ----- ----- -----
------ ----- ----- ----- ----- ----- -----
Ratio of earnings to fixed charges (a) . . . . 2.0 2.9 2.5 1.7 1.4 2.2 2.1
<FN>
____________
(a) Includes pretax asset write-downs of: $ 30 $-- $ 19 $ 50 $106 $127 $ 62
The ratio of earnings, excluding asset write-
downs, to fixed charges would be: 2.1 2.9 2.5 1.8 1.6 2.5 2.3
(b) Calculated as one-third of operating
rental expense.
</TABLE>
<PAGE>
EXHIBIT 12.2
UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
<TABLE>
<CAPTION>
Six Months Ended
June 30, Year Ended December 31,
--------------------- -----------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
----- ----- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings from continuing operations . . . . . . $ 104 $ 229 $ 343 $ 196 $ 73 $ 401 $ 358
Provision for income taxes . . . . . . . . . . 97 181 268 153 139 84 218
Minority interest . . . . . . . . . . . . . . . -- -- -- 5 6 21 13
----- ----- ----- ----- ----- ----- ------
Earnings subtotal (a) . . . . . . . . . . . . 201 410 611 354 218 506 589
Fixed charges included in earnings:
Interest expense . . . . . . . . . . . . . . 141 157 304 379 395 419 421
Interest portion of rentals (b) . . . . . . . 28 31 55 61 67 60 55
----- ----- ----- ----- ----- ----- ------
Subtotal . . . . . . . . . . . . . . . . . 169 188 359 440 462 479 476
Earnings available before fixed charges $ 370 $ 598 $ 970 $ 794 $ 680 $ 985 $1,065
----- ----- ----- ----- ----- ----- ------
----- ----- ----- ----- ----- ----- ------
Fixed charges:
Fixed charges included in earnings . . . . . $ 169 $ 188 $ 359 $ 440 $ 462 $ 479 $ 476
Capitalized interest . . . . . . . . . . . . 18 17 30 34 40 10 23
----- ----- ----- ----- ----- ----- -----
Total fixed charges . . . . . . . . . . . . $ 187 $ 205 $ 389 $ 474 $ 502 $ 489 $ 499
----- ----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- ----- -----
Ratio of earnings to fixed charges (a) . . . . 2.0 2.9 2.5 1.7 1.4 2.0 2.1
<FN>
____________
(a) Includes pretax asset write-downs of: $ 30 $ -- $ 19 $ 50 $106 $127 $ 62
The ratio of earnings, excluding asset write-
downs, to fixed charges would be: 2.1 2.9 2.5 1.8 1.6 2.3 2.3
(b) Calculated as one-third of operating
rental expense.
</TABLE>
<PAGE>
EXHIBIT 12.3
UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
(Dollars in Millions)
<TABLE>
<CAPTION>
Six Months Ended
June 30, Year Ended December 31,
--------------------- -----------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
----- ----- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings from continuing operations . . . . . . $ 104 $ 229 $ 343 $ 196 $ 73 $ 401 $ 358
Provision for income taxes . . . . . . . . . . 97 181 268 153 139 84 218
Minority interest . . . . . . . . . . . . . . . -- -- -- 5 6 21 13
----- ----- ----- ----- ----- ----- ------
Earnings subtotal (a) . . . . . . . . . . . . 201 410 611 354 218 506 589
Fixed charges included in earnings:
Interest expense . . . . . . . . . . . . . . 141 157 304 379 395 419 421
Interest portion of rentals (b) . . . . . . . 28 31 55 61 67 60 55
----- ----- ----- ----- ----- ----- ------
Subtotal . . . . . . . . . . . . . . . . . 169 188 359 440 462 479 476
Earnings available before fixed charges $ 370 $ 598 $ 970 $ 794 $ 680 $ 985 $1,065
----- ----- ----- ----- ----- ----- ------
----- ----- ----- ----- ----- ----- ------
Fixed charges and preferred stock dividends:
Fixed charges included in earnings . . . . . $ 169 $ 188 $ 359 $ 440 $ 462 $ 479 $ 476
Capitalized interest . . . . . . . . . . . . 18 17 30 34 40 10 23
Preferred stock dividends, pre-tax basis . . 29 29 58 26 -- -- --
----- ----- ----- ----- ----- ----- -----
Total fixed charges and preferred stock
dividends . . . . . . . . . . . . . . . . . $ 216 $ 234 $ 447 $ 500 $ 502 $ 489 $ 499
----- ----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- ----- -----
Ratio of earnings to fixed charges and
preferred stock dividends (a) . . . . . . . . 1.7 2.6 2.2 1.6 1.4 2.0 2.1
<FN>
____________
(a) Includes pretax asset write-downs of: $ 30 $-- $ 19 $ 50 $106 $127 $ 62
The ratio of earnings, excluding asset
write-downs, to fixed charges and
preferred stock dividends would be: 1.9 2.6 2.2 1.7 1.6 2.3 2.3
(b) Calculated as one-third of operating
rental expense.
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in (i) this
Registration Statement on Form S-3 of Union Oil Company of California and
Unocal Corporation and (ii) Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 of Union Oil Company of California and
Unocal Corporation (File Nos. 33-38505 and 33-38505-01, respectively) of (a)
our report dated February 14, 1994, on our audits of the consolidated
financial statements and financial statement schedules of Union Oil Company
of California and its subsidiaries as of December 31, 1993 and 1992 and for
each of the three years in the period ended December 31, 1993, which report
is included in Union Oil Company of California's Annual Report on Form 10-K
for the year ended December 31, 1993; and (b) our report dated February 14,
1994, on our audits of the consolidated financial statements and financial
statement schedules of Unocal Corporation and its subsidiaries as of December
31, 1993 and 1992 and for each of the three years in the period ended
December 31, 1993, which report is included in Unocal Corporation's Annual
Report on Form 10-K for the year ended December 31, 1993. Each of our
reports for Union Oil Company of California and Unocal Corporation includes
an explanatory paragraph with respect to the changes in methods of accounting
for income taxes in 1992 and for postretirement benefits other than pensions
and for postemployment benefits in 1993. We also consent to the reference to
our firm under the caption "Experts."
/s/ COOPERS & LYBRAND
Los Angeles, California
July 29, 1994
<PAGE>
EXHIBIT 23.2
CONSENT OF ENGINEER
I hereby consent to the reference to me in this Registration Statement on
Form S-3 of Union Oil Company of California and Unocal Corporation as having
certified the estimates of proved of oil and gas and geothermal reserves
attributable to Union Oil Company of California and Unocal Corporation, all as
prepared by Union Oil Company of California's petroleum engineering staff, which
estimates are included in the 1993 Annual Reports on Form 10-K of Union Oil
Company of California and Unocal Corporation incorporated by reference in this
Registration Statement.
/s/ John F. Imle, Jr.
John F. Imle, Jr.
President,
Unocal Corporation
Union Oil Company of California
Los Angeles, California
July 29, 1994
<PAGE>
EXHIBIT 25
_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM T-l
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(B)(2)
___________________________
CHEMICAL TRUST COMPANY OF CALIFORNIA
(formerly Manufacturers Hanover Trust Company of California)
(Exact name of trustee as specified in its charter)
CALIFORNIA 94-2926573
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
50 California Street
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
___________________________
UNION OIL COMPANY OF CALIFORNIA
(Exact name of obligor as specified in its charter)
CALIFORNIA 95-1315450
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1201 West Fifth Street
Los Angeles, California 90017
(Address of principal executive offices) (Zip Code)
___________________________
Senior Debt Securities
(Title of the indenture securities)
__________________________________
<PAGE>
GENERAL
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Superintendent of Banks of the State of California,
235 Montgomery Street, San Francisco, California 94104-2980.
Board of Governors of the Federal Reserve System,
Washington, D.C. 20551
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 16. LIST OF EXHIBITS
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Incorporation of the Trustee as now in
effect, including the Restated Articles of Incorporation dated December 23, 1986
and the Certificate of Amendment dated March 26, 1992 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 33-55136, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (See Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-55136, which is incorporated by reference).
3. Authorization to exercise corporate trust powers (Contained in
Exhibit 2).
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 33-55136, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 21(b) of the Act (See
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
55136, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chemical Trust Company of California, a corporation organized and
existing under the laws of the State of California, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Los Angeles and State of
California, on the 29th day of July, 1994.
CHEMICAL TRUST COMPANY OF CALIFORNIA
By /s/ Paula Oswald
----------------
PAULA OSWALD
Assistant Vice President
3
<PAGE>
EXHIBIT 7. REPORT OF CONDITION OF THE TRUSTEE.
- --------------------------------------------------------------------------------
4
<PAGE>
TRUST COMPANY
CONSOLIDATED REPORT OF CONDITION OF Chemical Trust Company of California
----------------------------------------
(Legal Title)
LOCATED AT San Francisco San Francisco CA 94111
------------------------------------------------------------------
(City) (County) (State) (Zip)
AS OF CLOSE OF BUSINESS ON March 31, 1994 BANK NO. 1476
------------------------------ ------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ASSETS DOLLAR AMOUNT IN THOUSANDS
<S> <C>
1. Cash and due from banks 2,097
2. U.S. Treasury securities 7,943
3. Obligations of other U.S. Government agencies and corporations
4. Obligations of States and political subdivisions
5. Other securities (including $ _____________ corporate stock
(a) Loans
(b) Less: Reserve for possible loan losses
(c) Loans (Net)
7. Bank Premises, furniture and fixtures and other assets
representing bank premises (including $ -0-
capital leases) ------------ 256
8. Real estate owned other than bank premises
9. Investments in subsidiaries not consolidated
10. Other assets (complete schedule on reverse)
(including $ 2,611 intangibles) 7,638
-------------
11. TOTAL ASSETS 17,934
------
------
LIABILITIES
12. Liabilities For borrowed money
13. Mortgage indebtedness (including $__________ capital leases)
14. Other liabilities (complete on schedule on reverse) 2,971
15. TOTAL LIABILITIES 2,971
------
------
16. Capital notes and debentures
SHAREHOLDERS EQUITY
17. Preferred stock--
(Number shares outstanding _______) Amount $
18. Common stock--
(Number shares authorized 100 ) Amount $
--------
(Number shares outstanding 100 ) Amount $ 10
-------
19. Surplus Amount $ 9,990
20. TOTAL CONTRIBUTED CAPITAL 10,000
21. Retained earnings and other capital reserves 4,963
22. TOTAL SHAREHOLDERS EQUITY 14,963
23. TOTAL LIABILITIES AND CAPITAL ACCOUNTS 17,934
------
------
</TABLE>
5
<PAGE>
MEMORANDA
1. Assets deposited with State Treasurer to qualify for exercise of fiduciary
powers (market value) 605
- --------------------------------------------------------------------------------
The undersigned,
Andrew Wilcox, Managing Director and Patrick D. Fleck, Vice President & CFO
-----------------------------------------------------------------------------
(Name and Title) (Name and Title)
of the above named trust company, each declares, for himself alone and not for
the other: I have a personal knowledge of the matters contained in this report
(including the reverse side hereof), and I believe that each statement in said
report is true. Each of the undersigned, for himself alone and not for the
other, certifies under penalty of perjury that the foregoing is true and
correct.
Executed on 4/26/94 , at San Francisco , California
------------ ----------------------
(Date) (City)
s/Andrew Wilcox s/Patrick D. Fleck
-------------------- ------------------------
(Signature) (Signature)
<TABLE>
<CAPTION>
SCHEDULE OF OTHER ASSETS
<S> <C>
Cost of Business Acquisitions 2,611
Accounts Receivable 4,286
Accrued Interest 86
Deferred Taxes 318
Other 337
Total (same as Item 10) 7,638
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE OF OTHER LIABILITIES
<S> <C>
Accrued Income Taxes 1,144
Accrued Expenses & A/P 194
Accrued Inter company Exp/Pay 829
Accrued Pension & Benefits 784
Other 23
Total (same as Item 14) 2,971
</TABLE>
6
