<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1995
REGISTRATION NO. 33-61389
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMOCO ARGENTINA OIL COMPANY
(Exact name of registrant as specified in its charter)
------------------------------
<TABLE>
<S> <C> <C>
DELAWARE 200 E. RANDOLPH DRIVE 13-6088332
(State or other jurisdiction of CHICAGO, ILLINOIS 60601 (I.R.S. Employer
incorporation or organization) (312-856-6111) Identification No.)
</TABLE>
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
AMOCO CORPORATION
(Exact name of additional registrant as specified in its charter)
------------------------------
<TABLE>
<S> <C> <C>
INDIANA 200 E. RANDOLPH DRIVE 36-1812780
(State or other jurisdiction of CHICAGO, ILLINOIS 60601 (I.R.S. Employer
incorporation or organization) (312-856-6111) Identification No.)
</TABLE>
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
AMOCO COMPANY
(Exact name of additional registrant as specified in its charter)
------------------------------
<TABLE>
<S> <C> <C>
DELAWARE 200 E. RANDOLPH DRIVE 36-3353184
(State or other jurisdiction of CHICAGO, ILLINOIS 60601 (I.R.S. Employer
incorporation or organization) (312-856-6111) Identification No.)
</TABLE>
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
S. F. GATES, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
AMOCO CORPORATION
200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312-856-5474)
(Name, address, including zip code, and telephone number,
including area code, of agent for service for registrants)
COPY TO:
GLENN M. REITER, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this 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, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434 under
the Securities Act of 1933, please check the following box. / /
------------------------------
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.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<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.
<PAGE>
SUBJECT TO COMPLETION DATED AUGUST 28, 1995
PROSPECTUS
MEDIUM-TERM NOTE PROGRAM
NEGOTIABLE OBLIGATIONS
OF
AMOCO ARGENTINA OIL COMPANY
ARGENTINE BRANCH
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
AMOCO CORPORATION AND AMOCO COMPANY
Amoco Argentina Oil Company, a Delaware corporation, acting through its
Argentine Branch (the "Company"), may from time to time offer its Negotiable
Obligations (the "Securities") in one or more series for issuance and sale from
which the Company will receive proceeds of up to an aggregate of U.S.
$200,000,000 or the equivalent in foreign denominated currency or units based on
or relating to currencies, including European Currency Units ("ECUs"),on terms
determined by market conditions at the time of sale. The Securities of any
series will have maturities of not less than 90 days and not more than 30 years
from the date of issue of such Securities, and the original issuance of any
Securities of a series shall occur prior to July 13, 2000. The due and punctual
payment of principal and premium and interest, if any, on the Securities is
unconditionally guaranteed (the "Guarantees") by Amoco Corporation, an Indiana
corporation ("Amoco"), and Amoco Company, a Delaware corporation ("Amoco
Company" and, together with Amoco, the "Guarantors"). The Company is an indirect
wholly-owned subsidiary of Amoco Company, and Amoco Company is a wholly-owned
subsidiary of Amoco. With respect to the Securities as to which this Prospectus
is being delivered, the specific designation, aggregate principal amount,
maturity, rate (or manner of calculation thereof) and time of payment of any
interest, the purchase price, the currency or currency units for which the
Securities may be purchased, the currency or currency units in which payments in
respect of Securities may be made, and any terms for mandatory or optional
redemption (including any sinking fund) and any other specific terms are set
forth in the accompanying Prospectus Supplement ("Prospectus Supplement").
------------------------
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
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The Securities may be offered directly, through agents designated from time
to time, through dealers or through Chemical Securities Inc., Citicorp
Securities, Inc., Morgan Stanley & Co. Incorporated and/or one or more other
managing underwriters to be named in the Prospectus Supplement, acting alone or
with other underwriters. See "Plan of Distribution". Any such agents, dealers or
underwriters are set forth in the Prospectus Supplement. If an agent of the
Company or a dealer or underwriter is involved in the offering of the Securities
in connection with which this Prospectus is being delivered, the agent's
commission, dealer's purchase price or underwriter's discount will be set forth
in, or may be calculated from, the Prospectus Supplement, and the net proceeds
to the Company from such sale will be the purchase price of such Securities less
such commission in the case of an agent, the purchase price of such Securities
in the case of a dealer, and the public offering price less such discount in the
case of an underwriter, and less, in each case, the other expenses of the
Company associated with such issuance and distribution.
The aggregate proceeds to the Company from all the Securities sold will be
the purchase price of such Securities less the aggregate of any agents'
commissions, any underwriters' discounts and the other expenses of issuance and
distribution. See "Plan of Distribution" for possible indemnification
arrangements for agents, dealers or underwriters.
------------------------
THE DATE OF THIS PROSPECTUS IS AUGUST , 1995.
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND ANY INFORMATION
OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, AMOCO, AMOCO
COMPANY OR ANY OTHER PERSON. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT
IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE OF SUCH INFORMATION.
AVAILABLE INFORMATION
Amoco and Amoco Company are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith file reports and other information with the U.S. Securities and
Exchange Commission (the "Commission"). Certain current information concerning
such corporations' directors and officers and (in the case of Amoco) their
remuneration, options granted to them, the principal holders of securities, and
any material interest of such persons in transactions with Amoco or Amoco
Company, respectively, is disclosed in a proxy statement distributed to
shareholders of Amoco and in certain of Amoco's and Amoco Company's reports
filed with the Commission. The Registration Statement and such reports, proxy
statements, and other information can be inspected and copied at the following
regional offices of the Commission: 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511, and 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies can also be obtained from the Commission's Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Amoco's common stock is listed on the New York, Chicago, Pacific,
Toronto, and four Swiss stock exchanges. Reports, proxy statements, and other
information concerning Amoco can be inspected at the New York, Chicago, Pacific
and Toronto stock exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
statements:
(a) Amoco's Annual Report on Form 10-K for the year ended December 31,
1994 (the "Amoco 1994 Form 10-K");
(b) Amoco Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(c) Amoco's definitive Proxy Statement dated March 13, 1995, in
connection with its Annual Meeting of Shareholders held on April 25, 1995
(other than the Board Compensation and Organization Committee Report on
Executive Compensation and the Cumulative Total Shareholder Return Graph,
which are not incorporated by reference herein);
(d) Amoco's Current Reports on Form 8-K dated April 5, 1995 (the "Amoco
April 5, 1995 Form 8-K") and dated April 13, 1995; and
(e) Amoco Company's Current Report on Form 8-K dated April 5, 1995;
(f) Amoco's Quarterly Reports on Form 10-Q for the periods ended March
31, 1995 and June 30, 1995 (the "Amoco June 30, 1995 Form 10-Q"); and
(g) Amoco Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995 and June 30, 1995;
in each case as filed with the Commission pursuant to the 1934 Act.
All reports pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
and all definitive proxy statements (other than the portions of such proxy
statements consisting of (i) the report of any committee of Amoco's Board of
Directors on executive compensation and (ii) the shareholder return comparison
graph) pursuant to Section 14 of the 1934 Act filed by Amoco and Amoco Company
after the date of this Prospectus and prior to the termination of the offering
of the Securities shall be deemed to be incorporated by reference
2
<PAGE>
in this Prospectus and to be a part hereof from the date of filing of such
documents. Amoco's Annual Reports on Form 10-K (subsequent to the Amoco 1994
Form 10-K) will include summary financial information concerning the Company and
Amoco Company, and Amoco's Quarterly Reports on Form 10-Q will also include
Company and Amoco Company summary financial information. Any statement contained
herein or in a document 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
subsequently filed document which also is or is deemed to be incorporated by
reference herein or in the accompanying Prospectus Supplement 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.
The Company, Amoco and Amoco Company will provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus has
been delivered, on the written or telephone request of any such person, a copy
of any or all of the information referred to herein which has been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents. Written requests for such copies should be directed to Amoco
Corporation, P.O. Box 87703, Chicago, Illinois 60680-0703, Attention:
Shareholder Services-0402. Telephone requests may be directed to 312-856-7981.
The Company, Amoco and Amoco Company will provide copies of this Prospectus
without charge upon written or telephone request. Written requests should be
directed to Amoco Argentina Oil Company, Maipu 942 - Piso 19, 1340 Buenos Aires,
Argentina. Telephone requests may be directed to 54-1-315-4011.
------------------------
The Securities are "obligaciones negociables" (negotiable obligations) under
the Argentine Negotiable Obligations Law No. 23,576, as amended (the "Negotiable
Obligations Law").
The Argentine COMISION NACIONAL DE VALORES (National Securities Commission,
or "CNV") has authorized, by Resolution No. 10,982 dated July 13, 1995, the
establishment of the Medium-Term Note Program (the "Program") pursuant to which
the Securities will be issued, offered and sold. The CNV granted such
authorization after reviewing certain financial and other information concerning
the Company's Argentine Branch, but not the financial statements of the Company
and the Guarantors. The CNV has not passed upon the accuracy or adequacy of this
Prospectus. The public offering in Argentina of the Securities of each series
will be deemed to be included in the above-referenced authorization for the
Program provided that certain documentation filing and related requirements of
the CNV are satisfied.
The Securities will be offered in Argentina through substantially similar
Spanish language versions of this Prospectus and any applicable Prospectus
Supplement, except that the Spanish language version of this Prospectus contains
certain additional information concerning the Company's Argentine Branch in
compliance with CNV requirements.
3
<PAGE>
THE COMPANY
The Company was incorporated in Delaware in 1958 and has its principal
executive offices at 200 East Randolph Drive, Chicago, Illinois 60601
(telephone: 312-856-6111) and its principal offices in Argentina at Maipu 942 -
Piso 19, 1340 Buenos Aires, Argentina (telephone: 54-1-315-4011). The Company,
which is an indirect, wholly-owned subsidiary of Amoco, is engaged in the
exploration, development and production of oil in Argentina. The Company
conducts all of its operations in Argentina through its Argentine branch (the
"Argentine Branch"). The Argentine Branch was originally registered as an
Argentine branch with the Public Registry of Commerce in Argentina on November
25, 1958, under number 60, page (folio) 60, book 50, volume B of foreign by-laws
and registered its present name on November 24, 1969, under number 62, page
(folio) 95, book 51, volume B of foreign by-laws.
AMOCO CORPORATION
Amoco was incorporated in Indiana in 1889 and has its principal executive
offices at 200 East Randolph Drive, Chicago, Illinois 60601 (telephone:
312-856-6111). Amoco is a parent corporation concerned with overall policy
guidance, financing, coordination of operations, staff services, performance
evaluation and planning for its subsidiaries. Amoco and its consolidated
subsidiaries form a large integrated petroleum and chemical enterprise.
AMOCO COMPANY
Amoco Company, which was incorporated in Delaware in 1985, has its principal
executive offices at 200 East Randolph Drive, Chicago, Illinois 60601
(telephone: 312-856-6111). Amoco Company, a wholly-owned subsidiary of Amoco, is
the holding company for substantially all petroleum and chemical operating
subsidiaries except Amoco Canada Petroleum Company Ltd., which is wholly-owned
by Amoco. The principal wholly-owned subsidiaries of Amoco Company and the
businesses in which they are engaged are summarized below:
<TABLE>
<S> <C>
Amoco Production Company................. Exploration, development, and production
of crude oil, natural gas and natural gas
liquids, and marketing of natural gas.
Amoco Oil Company........................ Refining, marketing and transporting of
petroleum and related products.
Amoco Chemical Company................... Manufacture and sale of chemical
products.
</TABLE>
In 1994, a major restructuring occurred that effectively eliminated the role
of the above three principal subsidiaries of Amoco Company as operating
entities. The new organization is structured around 17 business groups divided
into three sectors: Exploration and Production, Petroleum Products and
Chemicals. The Exploration and Production Sector includes U.S. operations,
international operations, Canada, natural gas, worldwide exploration, Eurasia
and exploration and production technology. The Petroleum Products Sector
includes refining, marketing, supply and logistics and international business
development. The Chemicals Sector includes chemical feedstocks, chemical
intermediates, polymers, fabrics and fibers, foam products and development and
diversification.
4
<PAGE>
RATIOS OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges for the six months ended
June 30, 1995 was 15.2 and for the year ended December 31, 1994 was 18.2. The
Company had no fixed charges for years prior to 1994.
Amoco's ratio of earnings to fixed charges for the six months ended June 30,
1995 and for each of the five years ended December 31, 1994 was as follows: June
30, 1995--8.0, 1994--8.9, 1993--8.0, 1992--3.5, 1991--5.0 and 1990--6.5.
Amoco Company's ratio of earnings to fixed charges on outstanding public
obligations for the six months ended June 30, 1995 and for each of the five
years ended December 31, 1994 was as follows: June 30, 1995--13.0, 1994--20.4,
1993--13.2, 1992--8.3, 1991--9.2 and 1990--13.5.
Ratios of earnings to fixed charges are computed for each of the enterprises
as a whole, including its majority owned consolidated and unconsolidated
subsidiaries, and certain 50 percent or less owned companies. Earnings consist
of income before income taxes and expensed fixed charges; fixed charges include
interest on indebtedness, amortization of debt discount and premium, and a
portion of rental expense, net of income from subleased properties,
representative of an interest factor.
SELECTED FINANCIAL DATA
AMOCO
The following selected financial data for Amoco, insofar as they relate to
each of the years 1990 through 1994, have been derived from annual audited
consolidated financial statements of Amoco, including the statement of financial
position at December 31, 1994 and 1993 and the related statement of income and
statement of changes in financial position for the three years ended December
31, 1994 and notes thereto. The selected financial data for the six months ended
June 30, 1995 and 1994 have been derived from unaudited condensed financial
statements, which in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair statement
of the results for the unaudited interim periods.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEAR ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
--------- --------- --------- --------- --------- --------- ---------
(MILLIONS OF DOLLARS, EXCEPT PER-SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues (including excise taxes)............. $ 15,277 $ 14,800 $ 30,362 $ 28,617 $ 28,219 $ 28,296 $ 31,581
Operating profit.............................. $ 1,678 $ 1,192 $ 2,612 $ 3,046 $ 1,414 $ 2,413 $ 3,928
Net income*................................... $ 1,056 $ 808 $ 1,789 $ 1,820 $ 850 $ 1,173 $ 1,913
Net income per share*......................... $ 2.13 $ 1.63 $ 3.60 $ 3.66 $ 1.71 $ 2.36 $ 3.77
Cash dividends per share...................... $ 1.20 $ 1.10 $ 2.20 $ 2.20 $ 2.20 $ 2.20 $ 2.04
BALANCE SHEET DATA--AT PERIOD END
Current assets................................ $ 5,834 $ 6,349 $ 6,642 $ 6,094 $ 5,795 $ 6,393 $ 8,216
Total assets.................................. $ 28,922 $ 28,836 $ 29,316 $ 28,486 $ 28,453 $ 30,510 $ 32,209
Current liabilities........................... $ 4,570 $ 5,269 $ 5,024 $ 5,343 $ 4,985 $ 6,557 $ 6,799
Long-term debt................................ $ 4,223 $ 4,124 $ 4,387 $ 4,037 $ 5,005 $ 4,470 $ 5,012
Deferred credits.............................. $ 5,630 $ 5,467 $ 5,508 $ 5,420 $ 5,373 $ 5,174 $ 6,079
Shareholders' equity.......................... $ 14,484 $ 13,962 $ 14,382 $ 13,665 $ 12,960 $ 14,156 $ 14,068
Shareholders' equity per share................ $ 29.50 $ 28.11 $ 28.97 $ 27.53 $ 26.11 $ 28.52 $ 28.02
<FN>
------------------------------
* Excludes cumulative effects of accounting charges of $(924) million in 1992,
or $(1.86) per share, and $311 million in 1991, or $.62 per share.
</TABLE>
5
<PAGE>
AMOCO COMPANY
The following selected financial data for Amoco Company, insofar as they
relate to each of the years 1990 through 1994, have been derived from annual
audited consolidated financial statements of Amoco, including the statement of
financial position at December 31, 1994 and 1993 and the related statement of
income and statement of changes in financial position for the three years ended
December 31, 1994 and notes thereto. The selected financial data for the six
months ended June 30, 1995 and 1994 have been derived from unaudited condensed
financial statements, which in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the results for the unaudited interim periods.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEAR ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
--------- --------- --------- --------- --------- --------- ---------
(MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues (including excise taxes)............. $ 13,934 $ 13,533 $ 27,841 $ 25,930 $ 25,698 $ 25,307 $ 28,321
Operating profit.............................. $ 1,489 $ 1,105 $ 2,470 $ 2,595 $ 1,760 $ 2,253 $ 3,492
Net income*................................... $ 948 $ 938 $ 1,878 $ 1,803 $ 1,226 $ 1,227 $ 1,998
BALANCE SHEET DATA--AT PERIOD END
Current assets................................ $ 4,552 $ 4,965 $ 5,399 $ 4,383 $ 4,644 $ 5,187 $ 6,792
Total assets.................................. $ 25,194 $ 24,179 $ 24,549 $ 23,513 $ 23,645 $ 24,633 $ 25,954
Current liabilities........................... $ 3,382 $ 3,910 $ 4,142 $ 3,976 $ 3,949 $ 4,939 $ 5,488
Long-term obligations**....................... $ 6,844 $ 2,055 $ 6,190 $ 1,967 $ 2,811 $ 2,795 $ 2,654
Deferred credits.............................. $ 4,688 $ 4,469 $ 4,584 $ 4,441 $ 4,257 $ 3,531 $ 5,195
Minority interest............................. $ 7 $ -- $ 5 -- -- -- --
Shareholder's equity**........................ $ 10,273 $ 13,745 $ 9,628 $ 13,129 $ 12,628 $ 13,368 $ 12,617
<FN>
------------------------------
* Excludes cumulative effects of accounting charges of $(702) million in 1992
and $1,143 million in 1991.
** The increase in long-term obligations, and the corresponding decrease in
shareholder's equity, between 1993 and 1994 reflects dividends in 1994 to
Amoco of intercompany notes receivable from subsidiaries.
</TABLE>
6
<PAGE>
THE COMPANY
The following selected financial data for the Company have been derived from
the summarized financial data of the Company, including such data appearing in
the Amoco June 30, 1995 Form 10-Q and the Amoco April 5, 1995 Form 8-K
incorporated by reference herein. Such summarized financial data were prepared
using U.S. accounting principles followed by Amoco in preparing its consolidated
financial statements.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEAR ENDED DECEMBER 31,
----------------- -----------------------------------------------
1995 1994 1994 1993 1992 1991 1990
------- ------- ------- ------- ------- ------- -------
(MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues..................................... $122 $ 80 $189 $208 $179 $209 $227
Net income................................... $ 44 $ 38 $ 76 $ 74 $ 95 $193 $147
BALANCE SHEET DATA--AT PERIOD END
Current assets............................... $113 $ 76 $ 97 $103 $ 27 $ 27 $ 54
Total assets................................. $398 $315 $349 $337 $260 $323 $280
Current liabilities.......................... $ 60 $ 51 $ 58 $100 $ 8 $ 11 $ 10
Non-current liabilities...................... $103 $101 $100 $ 20 $ 18 $ 12 $ 9
Shareholder's equity......................... $235 $163 $191 $217 $234 $300 $261
</TABLE>
USE OF PROCEEDS
The net proceeds from sale of the Securities will be used by the Company, in
accordance with Article 36 of the Negotiable Obligations Law, for the
refinancing of indebtedness and other liabilities, investment in physical assets
located in Argentina and/or working capital purposes within Argentina.
The specific use of proceeds from the sale of the Securities of each series
will be set forth in the applicable Prospectus Supplement.
7
<PAGE>
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture to be entered into (the
"Indenture") among the Company, Amoco, Amoco Company, The Chase Manhattan Bank
(National Association), as Trustee (the "Trustee"), Co-Registrar (the
"Co-Registrar") and Principal Paying Agent (the "Principal Paying Agent") and
The Chase Manhattan Bank, N.A. (Buenos Aires), as Registrar (the "Registrar"),
and Paying Agent, a copy of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The Chase Manhattan Bank, N.A.
(Buenos Aires) will act as Paying Agent in Argentina (the Principal Paying Agent
and all other Paying Agents are collectively referred to herein as the "Paying
Agents"). The Trustee has appointed The Chase Manhattan Bank, N.A. (Buenos
Aires), presently at Calle Arenales 707, Piso 5, 1061 Buenos Aires, Argentina,
as its agent (the "Trustee's Representative") in the City of Buenos Aires,
Argentina to receive notices on its behalf in Argentina from Holders of the
Securities and to act on the Trustee's behalf as necessary.
The Securities may be issued from time to time in one or more series. The
particular terms of each series which are offered by a Prospectus Supplement and
the related guarantees thereof by the Guarantors (the "Guarantees") will be
described in such Prospectus Supplement.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject, and are qualified in their entirety by
reference, to all the provisions of the Indenture, including the definitions
therein of certain terms, and, with respect to any particular Securities or
Guarantees, to the description of the terms thereof included in the Prospectus
Supplement relating thereto. References in italics to section numbers are to
Sections of the Indenture.
GENERAL
The Indenture will provide that Securities in separate series may be issued
thereunder from time to time in a maximum aggregate principal amount of U.S.
$200,000,000 or the U.S. dollar equivalent in one or more foreign currencies.
The original issuance of any Securities of a series shall occur prior to July
13, 2000. The Securities of each series shall have the same original issue date.
The Company, the Argentine Branch, Amoco and Amoco Company may specify a maximum
aggregate principal amount for the Securities of any series. (SECTION 301.) The
Securities are to have such terms and provisions which are not inconsistent with
the Indenture, including as to maturity, principal and interest, as the Company,
the Argentine Branch, Amoco and Amoco Company may determine. The Securities and
the related Guarantees are issued in the English language. The text of the
Securities and the related Guarantees has been translated into the Spanish
language (a copy of which Spanish translations are annexed thereto), and the
Company confirms that such Spanish translations are true and accurate. The
Securities will be unsecured obligations of the Company, will rank on a parity
with all other unsecured and unsubordinated indebtedness of the Company and will
be jointly and severally guaranteed by Amoco and Amoco Company. See "Guarantees
by Amoco and Amoco Company".
Securities, which will be issued only by the Company through its Argentine
Branch, will constitute obligations of the Company as a whole. Securities may
not be issued directly by either Guarantor under the Indenture.
The applicable Prospectus Supplement will set forth the price or prices at
which the Securities to be offered will be issued and will describe the
following terms of such Securities:
(1) the title of such Securities;
(2) any limit on the aggregate principal amount of the Securities of such
series;
(3) whether such Securities are to be issuable as Registered Securities,
Bearer Securities or both, whether such Securities will be issuable initially in
temporary global form, any date, or the manner of determination of any date,
prior to which interests in any such temporary global security may not be
exchanged for definitive Securities and the extent to which, and the manner in
which, any interest on such temporary global security may be paid, and whether
any such Securities are to be issuable in permanent global form and, if so,
whether beneficial owners of interests in any such permanent global Security may
8
<PAGE>
exchange such interests for such Securities of such series and of like tenor of
any authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than as described under "Form, Exchange and
Transfer";
(4) the Person to whom and the manner in which interest on such Securities
will be payable, and the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid
if other than in the manner described under "Temporary Bearer Global
Securities";
(5) the date or dates on which the principal of and premium, if any, on any
of such Securities will be payable (the final date of which shall be not less
than 90 days nor more than 30 years from the date of original issuance of the
Securities of such series);
(6) the rate or rates at which any of such Securities will bear interest, if
any, or the manner of calculating such rate or rates, the date or dates from
which any such interest will accrue, the Interest Payment Dates on which any
such interest will be payable and the Regular Record Date for any such interest
payable on any Registered Securities on any Interest Payment Date;
(7) the place or places in addition to the City of Buenos Aires, Argentina
where the principal of and any premium, interest and Additional Amounts on any
of such Securities will be payable, any Registered Securities may be surrendered
for registration of transfer, any such Securities may be surrendered for
exchange and notices and demands to or upon the Company, Amoco and Amoco Company
in respect of any such Securities may be served;
(8) if other than as set forth under "Redemption for Tax Reasons", the
period or periods within which, the price or prices at which and the terms and
conditions on which any of such Securities may be redeemed, in whole or in part,
at the option of the Company;
(9) the obligation, if any, of the Company to redeem, purchase or repay any
of such Securities pursuant to any sinking fund or analogous provision or at the
option of the Holder thereof, and the period or periods within which, the price
or prices at which and the terms and conditions on which any of such Securities
will be redeemed, purchased or repaid, in whole or in part, pursuant to any such
obligation;
(10) if other than denominations of U.S. $1,000 and any integral multiple
thereof, the denominations in which any Securities will be issuable;
(11) if the amount of principal of or any premium or interest on any of such
Securities may be determined with reference to an index or pursuant to a
formula, the manner in which such amounts will be determined;
(12) if other than the U.S. dollar, the currency, currencies or currency
units in which the principal of or any premium or interest on any of such
Securities will be payable (and the manner of determining the equivalent thereof
in U.S. dollars for any purpose, including for the purpose of determining the
principal amount deemed to be Outstanding at any time);
(13) if the principal of or any premium or interest on any of such Securities
is to be payable, at the election of the Company or the Holder thereof, in one
or more currencies or currency units other than those in which such Securities
are stated to be payable, the currency, currencies or currency units in which
payment of any such amount as to which such election is made will be payable,
the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount is
to be determined);
(14) if other than the entire principal amount thereof, the portion of the
principal amount of any of such Securities which will be payable upon
declaration of acceleration of the Maturity thereof;
(15) if the principal amount payable at the Stated Maturity of any of such
Securities will not be determinable as of any one or more dates prior to the
Stated Maturity, the amount which will be deemed to be such principal amount as
of any such date for any purpose, including the principal amount thereof which
9
<PAGE>
will be due and payable upon any Maturity other than the Stated Maturity or
which will be deemed to be Outstanding as of any such date (or, in any such
case, the manner in which such deemed principal amount is to be determined);
(16) if applicable, that such Securities, in whole or any specified part, are
defeasible pursuant to the provisions of the Indenture described under
"Defeasance and Covenant Defeasance -- Defeasance and Discharge" or "Defeasance
and Covenant Defeasance -- Defeasance of Certain Covenants", or under both such
captions;
(17) whether any Registered Securities will be issuable in whole or in part
in the form of one or more Global Registered Securities and, if so, the
respective Depositaries for such Global Registered Securities, the form of any
legend or legends to be borne by any such Global Registered Security in addition
to or in lieu of the legend referred to under "Global Registered Securities"
and, if different from those described under such caption, any circumstances
under which any such Global Registered Security may be exchanged in whole or in
part for Securities registered, and any transfer of such Global Registered
Security in whole or in part may be registered, in the names of Persons other
than the Depositary for such Global Registered Security or its nominee;
(18) whether any legends will be stamped or imprinted on all or a portion of
such Securities, and the terms and conditions upon which any legends may be
removed;
(19) any addition to or change in the Events of Default applicable to any of
such Securities and any change in the right of the Trustee or the Holders to
declare the principal amount of any of such Securities due and payable;
(20) the Guarantees of such Securities;
(21) if other than as set forth under "Certain Covenants of the Company --
Payment of Additional Amounts", whether and under what circumstances the Company
will pay Additional Amounts on such Securities and, if other than as set forth
under "Redemption for Tax Reasons", whether the Company will have the option to
redeem such Securities rather than pay such Additional Amounts;
(22) whether, under what circumstances and to what extent the Company will
pay and indemnify the Holders of the Securities of the series from and against
any Argentine individual asset tax or other tax, if other than as set forth
under "Certain Covenants of the Company -- Payment of Additional Amounts", and
whether the Company will have the option to redeem such Securities rather than
pay or indemnify such Holders from and against any such tax;
(23) any addition to or change in the covenants in the Indenture described
under "Certain Covenants of the Company" applicable to any of such Securities;
(24) any other terms of such Securities not inconsistent in any material
respect with the provisions of the Indenture; and
(25) any trustees, authenticating or paying agents, transfer agents,
registrars or any other agents or depositaries with respect to such Securities.
(SECTION 301.)
The applicable Prospectus Supplement will also set forth the specific use of
proceeds from the sale of such Securities and information concerning
governmental and any other approvals or authorizations for the issue, offer and
sale of such Securities, including the relevant CNV authorization.
Securities, including Original Issue Discount Securities, may be sold at a
substantial discount below their principal amount. Certain special U.S. federal
income tax considerations (if any) applicable to Securities sold at an original
issue discount may be described in the applicable Prospectus Supplement. In
addition, certain special U.S. federal income tax or other considerations (if
any) applicable to any Securities which are denominated in a currency or
currency unit other than U.S. dollars may be described in the applicable
Prospectus Supplement.
10
<PAGE>
FORM, EXCHANGE AND TRANSFER
Unless otherwise specified in the applicable Prospectus Supplement,
Registered Securities of a series shall be issuable in denominations of U.S.
$1,000 and integral multiples thereof and Bearer Securities of a series shall be
issuable in denominations of U.S. $1,000 and integral multiples thereof.
(SECTION 302.)
At the option of the Holder, subject to the terms of the Indenture and the
limitations applicable to Global Registered Securities, Registered Securities of
each series will be exchangeable for other Registered Securities of the same
series of any authorized denomination and of a like tenor and aggregate
principal amount, each such Registered Security having endorsed thereon a
Guarantee. (SECTION 305.)
Subject to the terms of the Indenture and the limitations applicable to
Global Registered Securities, Registered Securities may be presented for
exchange as provided above or for registration of transfer (duly endorsed or
accompanied by a proper written instrument of transfer duly executed) at the
office of the Registrar or Co-Registrar. No service charge will be made for any
registration of transfer or exchange of Registered Securities, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Such transfer or exchange will be
effected upon the Registrar or Co-Registrar, as the case may be, being satisfied
with the documents of title and identity of the person making the request. The
Company has appointed The Chase Manhattan Bank, N.A. (Buenos Aires) as Registrar
and the Trustee as Co-Registrar. Any transfer agent (in addition to the
Registrar and Co-Registrar) initially designated by the Company for any
Securities will be named in the applicable Prospectus Supplement. (SECTION 305.)
The Company may at any time designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that the Company will be required to
maintain a transfer agent in each Place of Payment for the Securities of each
series. Unless otherwise specified in the applicable Prospectus Supplement, the
Company will maintain a transfer agent in the City of Buenos Aires, Argentina
and in The City of New York. (SECTION 1002.)
Unless otherwise provided in the Bearer Security and the applicable
Prospectus Supplement, all Bearer Securities issued as part of the same
identifiable tranche (within the meaning of Regulation S under the Securities
Act of 1933, as amended (the "Securities Act")) will be initially represented by
a single temporary bearer global security (a "Temporary Bearer Global Security")
which will be deposited with a common depositary for CEDEL, S.A. ("Cedel") and
the operator of the Euroclear System ("Euroclear"). Cedel and Euroclear, as the
case may be, will credit the account of each subscriber with the principal
amount of Bearer Securities being subscribed by it. The Company will irrevocably
undertake to exchange the Temporary Bearer Global Security for a definitive
permanent bearer global Security (a "Permanent Bearer Global Security")
delivered to a common depositary for Euroclear or Cedel upon the later of (i)
the date which is 40 days after the later of (A) the completion of the
distribution of such identifiable tranche of Bearer Securities as determined by
the Underwriters and (B) the settlement date for such tranche (the "Exchange
Date"; provided, however, that the Company may, in its sole discretion, extend
the Exchange Date for such period of time as the Company may deem necessary in
order to ensure that the issuance of such identifiable tranche of Bearer
Securities is exempt from registration under the Securities Act by virtue of
Regulation S thereunder) and (ii) the date on which Cedel or Euroclear provides
to the Trustee or an Authenticating Agent the requisite certification as
described under "Temporary Bearer Global Securities" below.
Unless otherwise provided in the Bearer Securities and the applicable
Prospectus Supplement, the Permanent Bearer Global Security will be exchangeable
for definitive Securities in bearer form with or without coupons attached or
Securities in registered form without coupons attached upon not less than 60
days' written notice to the Company and the Trustee or an Authenticating Agent
from Cedel or Euroclear. Such notice shall specify whether the Permanent Bearer
Global Security is to be exchanged for Bearer Securities or Registered
Securities, or both, the denominations in which any Registered Securities will
be issued and the names in which such Registered Securities will be issued. Upon
receipt of such notice, the Company will cause to be prepared for delivery the
requested Bearer Securities and/or Registered Securities, in the specified
denominations and in the specified names.
11
<PAGE>
Unless otherwise provided in the Bearer Securities and the applicable
Prospectus Supplement, at the option of the Holder, Bearer Securities (with all
unmatured coupons appertaining thereto) will be exchangeable into a like
aggregate principal amount of Registered Securities of like tenor. Bearer
Securities will not be issued in exchange for Registered Securities. (SECTION
305.) Each Security authenticated and delivered upon any transfer or exchange
for or in lieu of the whole or any part of any Security will carry all the
rights, if any, to interest accrued and unpaid and to accrue which were carried
by the whole or such part of such Security. (SECTION 307.) Such new Security, if
a Registered Security, will be so dated, and, if a Bearer Security, will have
attached thereto such coupons, that neither gain nor loss in interest will
result from such transfer or exchange.
Bearer Securities will be subject to certain requirements and restrictions
imposed by U.S. federal tax laws and regulations. See "Limitations on Issuance
of Bearer Securities".
Argentine Entities (as defined under "Taxation -- Argentine Taxation --
Withholding Tax on Interest Payments") must, in the case of the Securities of
any series, hold such Securities in the form of one or more definitive
Registered Securities and not in the form of Bearer Securities or interests in
Global Bearer Securities or Global Registered Securities. See "Taxation --
Argentine Taxation".
If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company will not be required to (i) issue, register
the transfer of or exchange any Security of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be
redeemed and ending at the close of business on (A) if Securities of the series
are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if Securities of the series are issuable
as Bearer Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) register the transfer of or exchange any Registered Security
so selected for redemption, in whole or in part, except the unredeemed portion
of any such Security being redeemed in part, or (iii) exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor, provided that
such Registered Security shall be simultaneously surrendered for redemption.
(SECTION 305.)
GLOBAL REGISTERED SECURITIES
Some or all of the Registered Securities of any series may be represented,
in whole or in part, by one or more Global Registered Securities which will have
an aggregate principal amount equal to that of the Registered Securities
represented thereby. Each Global Registered Security will be registered in the
name of a Depositary or a nominee thereof identified in the applicable
Prospectus Supplement, will be deposited with such Depositary or nominee or a
custodian therefor and will bear a legend regarding the restrictions on
exchanges and registration of transfer thereof referred to below and any such
other matters as may be provided for pursuant to the Indenture.
Notwithstanding any provision of the Indenture or any Security described
herein, no Global Registered Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Registered Security in whole
or in part may be registered, in the name of any Person other than the
Depositary for such Global Registered Security or any nominee of such Depositary
unless (i) the Depositary has notified the Company, Amoco and Amoco Company that
it is unwilling or unable to continue as Depositary for such Global Registered
Security or has ceased to be qualified to act as such as required by the
Indenture, (ii) there shall have occurred and be continuing an Event of Default
with respect to the Registered Securities represented by such Global Registered
Security, (iii) the Person who is the beneficial owner of an interest in such
Global Registered Security notifies the Registrar or the Co-Registrar in writing
that it is an Argentine Entity (or other Argentine Person who is subject to
Taxes imposed or established by Argentina or any political subdivision thereof
or taxing authority therein with respect to payments in respect of the
Securities and as to which the Company has a withholding obligation) and is,
therefore, required to hold Securities in the form of one or more definitive
Registered Securities, or (iv) there shall exist such
12
<PAGE>
circumstances, if any, in addition to or in lieu of those described above as may
be described in the applicable Prospectus Supplement. All Registered Securities
issued in exchange for a Global Registered Security or any portion thereof will
be registered in such names as the Depositary may direct. (SECTIONS 204 AND
305.)
As long as the Depositary, or its nominee, is the registered Holder of a
Global Registered Security, the Depositary or such nominee, as the case may be,
will be considered the sole owner and Holder of such Global Registered Security
and the Registered Securities represented thereby for all purposes under the
Registered Securities and the Indenture. Except in the limited circumstances
referred to above, owners of beneficial interests in a Global Registered
Security will not be entitled to have such Global Registered Security or any
Registered Securities represented thereby registered in their names, will not
receive or be entitled to receive physical delivery of certificated Registered
Securities in exchange therefor and will not be considered to be the owners or
Holders of such Global Registered Security or any Registered Securities
represented thereby for any purpose under the Registered Securities or the
Indenture. All payments of principal of and any premium and interest on a Global
Registered Security will be made to the Depositary or its nominee, as the case
may be, as the Holder thereof. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. These laws may impair the ability to transfer beneficial
interests in a Global Registered Security.
Ownership of beneficial interests in a Global Registered Security will be
limited to institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Registered Security,
the Depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of Registered Securities represented by the
Global Registered Security to the accounts of its participants. Ownership of
beneficial interests in a Global Registered Security will be shown only on, and
the transfer of those ownership interests will be effected only through, records
maintained by the Depositary (with respect to participants' interests) or any
such participant (with respect to interests of persons held by such participants
on their behalf). Payments, transfers, exchanges and other matters relating to
beneficial interests in a Global Registered Security may be subject to various
policies and procedures adopted by the Depositary from time to time. NONE OF THE
COMPANY, AMOCO, AMOCO COMPANY, THE TRUSTEE OR ANY AGENT OF THE COMPANY, AMOCO,
AMOCO COMPANY OR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY
ASPECT OF THE DEPOSITARY'S OR ANY PARTICIPANT'S RECORDS RELATING TO, OR FOR
PAYMENTS MADE ON ACCOUNT OF, BENEFICIAL INTERESTS IN A GLOBAL REGISTERED
SECURITY, OR FOR MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO
SUCH BENEFICIAL INTERESTS.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a Global Registered Security, in some cases, may trade in the Depositary's
same-day funds settlement system, in which secondary market trading activity in
those beneficial interests would be required by the Depositary to settle in
immediately available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading activity in
such beneficial interests. Also, settlement for purchases of beneficial
interests in a Global Registered Security upon the original issuance thereof may
be required to be made in immediately available funds.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of interest on a Registered Security on any Interest Payment Date will be made
to the Person in whose name such Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. (SECTION 307.)
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and any premium and interest on the Registered Securities of a
particular series will be payable at the office of the Principal Paying Agent
or, subject to any other fiscal or other laws and regulations applicable
thereto, such Paying Agent or Paying Agents as the Company may designate for
such purpose 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 appears in the Security Register. Unless
otherwise indicated in the applicable
13
<PAGE>
Prospectus Supplement, the corporate trust office of the Trustee in The City of
New York and the office of the Paying Agent located in the City of Buenos Aires,
Argentina will be designated as the Company's sole agents for payments with
respect to Registered Securities of each series. Any other Paying Agents
initially designated by the Company for the Registered Securities of a
particular series 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, except that the Company will be required to maintain a
Paying Agent in each Place of Payment for the Registered Securities of a
particular series. Unless otherwise specified in the applicable Prospectus
Supplement, the Company will maintain a Paying Agent in the City of Buenos
Aires, Argentina and in The City of New York for the Registered Securities.
(SECTION 1002.)
The principal of and any premium and interest on a Temporary Bearer Global
Security and a Permanent Bearer Global Security will be paid to each of
Euroclear and Cedel with respect to that portion of such Temporary Bearer Global
Security or Permanent Bearer Global Security held for its account. The Company
understands that in accordance with current operating procedures of Euroclear
and Cedel each of Euroclear and Cedel will credit such principal and any premium
and interest received by it in respect of a Temporary Bearer Global Security or
Permanent Bearer Global Security to the respective accounts of the persons who
on its records are owners of beneficial interests in such Temporary Bearer
Global Security or Permanent Bearer Global Security. If a Registered Security is
issued in exchange for any portion of a Permanent Bearer Global Security after
the close of business at the office or agency where such exchange occurs on (i)
any regular record date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any special record date
and before the opening of business at such office or agency on the related
proposed date for payment of defaulted interest, interest or defaulted interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to Euroclear and Cedel, and the Company
understands that Euroclear and Cedel will undertake in such circumstances to
credit such interest to the account of the person who was the beneficial owner
of such portion of such Permanent Bearer Global Security on such regular record
date or special record date, as the case may be. (SECTION 305.)
Unless otherwise indicated in the Bearer Security and the applicable
Prospectus Supplement, payment of any interest on Bearer Securities will be
payable by check upon surrender of any applicable coupon, and principal of and
any premium on Bearer Securities will be payable by check upon surrender of such
Securities, at such offices or agencies outside the United States as the Company
may from time to time designate; PROVIDED, that no interest will be payable on
any Bearer Security (including a Temporary Bearer Global Security) until the
Owner Tax Certification described under "Temporary Bearer Global Securities --
Certifications" is delivered to Euroclear or Cedel and Euroclear or Cedel
delivers the Depositary Tax Certification described under "Temporary Bearer
Global Securities -- Interest Payment Date Prior to Exchange Date" to the
Company or its agent. No payment with respect to any Bearer Security will be
made at any office or agency in the United States or its possessions or by check
mailed to any address in the United States or its possessions or by transfer to
an account maintained with a bank located in the United States or its
possessions. (SECTIONS 304 AND 305.) Notwithstanding the foregoing, payments of
principal of and any premium and interest on Bearer Securities payable in U.S
dollars will be made in the United States if (but only if) payment of the full
amount thereof in U.S. dollars at the office of each Paying Agent outside the
United States appointed and maintained by the Company is illegal or effectively
precluded by exchange controls or other similar restrictions.
Bearer Securities called or presented for redemption should be presented for
payment of the applicable redemption price together with all unmatured coupons.
Amounts due in respect of any missing unmatured coupons will be deducted from
the sum due for payment. Interest due on or prior to the redemption date on
Bearer Securities will be payable only upon the surrender of the corresponding
coupons. (SECTION 1106.)
All moneys paid by the Company, Amoco or Amoco Company to any Paying Agent
for the payment of the principal of or any premium, interest or Additional
Amounts on any Security which remain unclaimed at the end of three years after
such principal, premium, interest or Additional Amounts has become due and
14
<PAGE>
payable will be repaid to the Company, Amoco or Amoco Company, as the case may
be, and the Holder of such Security thereafter may look only to the Company,
Amoco and Amoco Company for payment thereof. (SECTION 1003.)
GUARANTEES BY AMOCO AND AMOCO COMPANY
Amoco and Amoco Company will each jointly and severally unconditionally
guarantee the due and punctual payment of the principal of (and premium, if any)
and interest, if any, on the Securities, and the due and punctual payment of any
sinking fund or analogous payments (including all Additional Amounts), when and
as the same shall become due and payable, whether at maturity, upon redemption,
by declaration of acceleration or otherwise. Holders of Securities need not
exhaust their recourse against the Company prior to proceeding against Amoco or
Amoco Company under their respective Guarantees and may proceed against either
or both of Amoco or Amoco Company. (SECTION 1401.)
The Guarantees will be direct, unsecured and unsubordinated obligations of
Amoco and Amoco Company and will rank equally and ratably with other unsecured
and unsubordinated indebtedness of Amoco or Amoco Company, as the case may be.
CERTAIN COVENANTS OF THE COMPANY
PAYMENT OF ADDITIONAL AMOUNTS. The Company will pay to the Holder of any
Security of a series or any coupon appertaining thereto additional amounts as
provided in the next paragraph and will also pay any other additional amounts
provided for in the Securities of a series and in accordance with the Indenture
(such additional amounts provided in the next paragraph and any such other
additional amounts provided for in the Securities of a series being herein
referred to as "Additional Amounts").
All payments in respect of the Securities, including, without limitation,
payments of principal, interest, and premium, if any, shall be made by the
Company without withholding or deduction for or on account of any Taxes now or
hereafter imposed or established by or on behalf of Argentina or any political
subdivision thereof or taxing authority therein, except as otherwise set forth
below. In the event any such Taxes are so imposed or established, the Company
shall pay such Additional Amounts as may be necessary in order that the net
amounts receivable by the Holders after any withholding or deduction in respect
of such Taxes shall equal the respective amounts of principal, interest and
premium, if any, which would have been receivable in respect of the Securities
in the absence of such withholding or deduction; PROVIDED, HOWEVER, that no such
Additional Amounts shall be payable (i) to, or on behalf of, a Holder for or on
account of any such Taxes that have been imposed by reason of the Holder being a
resident of Argentina or having some connection with Argentina other than the
mere holding or owning of any Security or the receipt of principal or interest
or premium, if any, in respect thereof, (ii) to, or on behalf of, a Holder for
or on account of any such Taxes that would not have been imposed but for the
presentation by the Holder of a Security for payment (where presentation is
required) on a date more than 30 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, except to the extent that the Holder would have
been entitled to such Additional Amounts on presenting such Security for payment
on the last date of such period of 30 days, (iii) with respect to any estate,
inheritance, gift, sales, transfer, asset or personal property tax (other than,
to the extent provided in respect of the Securities of a series, any Argentine
individual asset tax imposed on or paid by the Holders) or any similar tax,
assessment or governmental charge, (iv) to, or on behalf of, a Holder for or on
account of any such Taxes which are payable otherwise than by withholding or
deduction from payments on or in respect of any Security, or (v) to, or on
behalf of, a Holder of any Security to the extent that such Holder is liable for
such Taxes that would not have been imposed but for the failure of such Holder
to comply with any certification, identification, information, documentation or
other reporting requirements if (a) such compliance is required by Argentine
law, regulation or administrative practice or any applicable treaty as a
precondition to exemption from, or reduction in the rate of, deduction or
withholding of, such Taxes, (b) at least 30 days prior to the first Interest
Payment Date with respect to which such requirements shall apply, the Company
shall have notified all Holders of the Securities that such Holders will be
required to comply with such requirements and (c) such requirements are not
materially more onerous to such Holders (in form, in procedure or in the
substance of information disclosed) than comparable information or other
reporting requirements imposed under U.S.
15
<PAGE>
tax law, regulation and administrative practice (such as IRS Forms 1001, W-8 and
W-9). Furthermore, no Additional Amounts shall be paid with respect to any
payment on a Security to a Holder that is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent that a beneficiary
or settlor with respect to such fiduciary or a member of such partnership or
beneficial owner would not have been entitled to receive the Additional Amounts
had such beneficiary, settlor, member or beneficial owner been the Holder. Any
reference herein or in the Securities to principal and/or interest shall be
deemed also to refer to any Additional Amounts which may be payable under the
undertakings described in this paragraph.
The Company will also pay any stamp, issue, registration, documentary or
other similar taxes and duties, including interest and penalties, payable in
Argentina or any political subdivision thereof or taxing authority therein in
respect of the creation, issuance and initial offering of the Securities. In
addition, the Company will, to the extent provided in respect of the Securities
of a series (and indicated in the applicable Prospectus Supplement), pay and
indemnify the Holders from and against any Argentine individual asset tax
imposed on or paid by the Holders. Furthermore, the Company will pay and
indemnify the Holders from and against all court taxes or other taxes and
duties, including interest and penalties, imposed on or paid by any of them in
Argentina in connection with any action permitted to be taken by the Holders to
enforce the obligations of the Company under the Securities; PROVIDED, HOWEVER,
the Company will not be required to pay or indemnify the Holders for such court
taxes and other taxes and duties to the extent that the Holders are not
successful in enforcing such obligations of the Company. (SECTION 1007.)
MAINTENANCE OF OFFICE OR AGENCY. Unless otherwise indicated in the
applicable Prospectus Supplement, the Company will maintain in each of the City
of Buenos Aires, Argentina and The City of New York an office or agency where
the Registered Securities of any series may be presented or surrendered for
payment (including payment of Additional Amounts), where Registered Securities
of that series may be surrendered for registration of transfer, where the
Securities may be surrendered for exchange and where notices and demands to or
upon the Company in respect of the Securities and the Indenture may be served.
If the Securities are issued as Bearer Securities, the applicable Prospectus
Supplement will set forth the place or places where such Securities and any
coupons may be surrendered for payment (including payment of Additional
Amounts), where such Securities may be surrendered for exchange and where
notices and demands to or upon the Company in respect of such Securities and the
Indenture may be served. (SECTION 1002.)
CONSOLIDATION, MERGER AND SALE OF ASSETS. The Company may merge or
consolidate with, or sell or convey all or substantially all of its property to,
any other corporation if (except in the sale or conveyance to any Subsidiary)
such other corporation assumes the obligations of the Company under the
Securities and the Indenture and if immediately after the merger, consolidation,
conveyance or sale, the Company or such successor corporation is not in default
in the performance of any covenants or obligations of the Company under the
Indenture or the Securities. EACH HOLDER OF SECURITIES OF ANY SERIES SHALL BE
DEEMED TO HAVE IRREVOCABLY WAIVED, TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, ITS RIGHTS AS A CREDITOR OF THE COMPANY BY VIRTUE OF ITS
OWNERSHIP OR HOLDING OF SUCH SECURITIES TO OPPOSE OR TO TAKE ANY ACTION TO
OPPOSE ANY SUCH CONSOLIDATION, MERGER, SALE OR CONVEYANCE UNDER ARGENTINE LAW.
(SECTION 801.)
CERTAIN COVENANTS OF AMOCO AND AMOCO COMPANY
The Indenture will not limit the amount of debt, either secured or
unsecured, which may be issued by Amoco or Amoco Company.
LIMITATION ON LIENS. Amoco Company will covenant in the Indenture that it
will not, nor will it permit any Restricted Subsidiary to, issue, assume or
guarantee any Debt if such Debt is secured by a Mortgage upon (i) any Producing
Property, (ii) any Refining or Manufacturing Property or (iii) any shares of
stock or indebtedness of any Restricted Subsidiary, without in any such case
effectively providing, concurrently with the issuance, assumption or guarantee
of any such Debt, that the Securities (together with, if Amoco Company shall so
determine, any other indebtedness of, or guaranteed by, Amoco Company or such
16
<PAGE>
Restricted Subsidiary ranking equally with the Securities and then existing or
thereafter created) shall be secured equally and ratably with (or prior to) such
Debt, so long as such Debt shall be so secured; PROVIDED, HOWEVER, that the
foregoing restriction shall not apply to:
(i) Mortgages existing as of the date of the first issuance by the
Company of the Securities of any series;
(ii) Mortgages on property, shares of stock or indebtedness, or in
respect of indebtedness, of any corporation existing at the time such
corporation becomes a Restricted Subsidiary, or arising thereafter pursuant
to contractual commitments entered into prior to and not in contemplation of
such corporation becoming a Restricted Subsidiary;
(iii) Mortgages on property, shares of stock or indebtedness, or in
respect of indebtedness, existing at the time of acquisition thereof
(including acquisition through merger, amalgamation or consolidation), or
arising thereafter pursuant to contractual commitments entered into prior to
and not in contemplation of the acquisitions of such property, shares of
stock or indebtedness;
(iv) Mortgages securing the payment of all or any part of the purchase
price of any property or securing any Debt incurred prior to, at the time of
or within 90 days after the acquisition of such property for the purpose of
financing all or any part of the purchase price thereof (provided such
Mortgages are limited to such property and improvements thereon);
(v) Mortgages which secure Debt owing by any Restricted Subsidiary, to
the Company, Amoco, Amoco Company or to a Restricted Subsidiary;
(vi) Mortgages on any Producing Property or Refining or Manufacturing
Property to secure all or any part of the cost of surveying, exploration,
mining, drilling, extraction, development, construction, alteration, repair
or improvement of all or any part thereof, or to secure Debt incurred prior
to, at the time of or within 12 months after the completion of such
surveying, exploration, mining, drilling, extraction, development,
construction, alteration, repair or improvement, whichever is later, for the
purpose of financing all or any part of such cost (provided such Mortgages
are limited to such property and improvements thereon);
(vii) Mortgages securing Debt in respect of commitments of purchase or
sale of, or the transportation or distribution of, products derived from the
property so mortgaged;
(viii) Mortgages on personal property, other than on any shares of stock
or indebtedness of any Restricted Subsidiary;
(ix) Mortgages securing Debt incurred in connection with environmental
law obligations imposed by or pursuant to legislative, governmental or
regulatory authority;
(x) Mortgages in favor of or at the request of the United States or any
state or territory thereof, or any other country or any department, agency,
instrumentality or political subdivision of any such jurisdiction, or in
favor of holders of securities issued by any such entity, securing Debt
owing thereto or partial, progress, advance or other payments or performance
pursuant to the provisions of any contract, subcontract or statute, or to
secure any indebtedness incurred for the purpose of financing all or any
part of any purchase price or cost of constructing or improving the property
subject thereto, including, without limitation, any Mortgages securing Debt
issued, assumed or guaranteed in industrial development, pollution control,
or similar revenue bonds;
(xi) Mortgages arising by reason of any judgment, decree or order of any
court, so long as any appropriate legal proceedings which may have been
initiated for the review of such judgment, decree or order shall not have
been finally terminated or so long as the period within which such
proceedings may be initiated shall not have expired, or by reason of any
deposit or pledge with any surety company or clerk of any court, or in
escrow, as collateral in connection with, or in lieu of, any bond on appeal
from
17
<PAGE>
any judgment or decree against Amoco Company or any Restricted Subsidiary or
in connection with other proceedings or actions at law or in equity by or
against Amoco Company or any Restricted Subsidiary;
(xii) Mortgages on current assets to secure Debt incurred in the ordinary
course of business and maturing not more than twelve months from the date
incurred; and
(xiii) any extension, renewal, alteration or replacement (or successive
extensions, renewals, alterations or replacements), in whole or in part, of
any Mortgage referred to in the foregoing clauses (i) through (xii)
inclusive; provided that the principal amount of Debt secured thereby shall
not materially exceed the principal amount of Debt so secured at the time of
such extension, renewal, alteration or replacement and that such extension,
renewal, alteration or replacement shall be limited to all or a part of the
property (plus improvements on such property) which secured the Mortgage so
extended, renewed, altered or replaced.
Notwithstanding the foregoing, Amoco Company and any one or more Restricted
Subsidiaries may issue, assume or guarantee any secured Debt which would
otherwise be subject to the foregoing restrictions in an aggregate amount which,
together with all other such secured Debt of Amoco Company and its Restricted
Subsidiaries and the amount of capitalized lease obligations (as included in the
latest annual audited consolidated balance sheet of Amoco) related to property
subject to Sale and Lease-Back Transactions which would be subject to the
restrictions on Sale and Lease-Back Transactions described below but for this
paragraph, does not at the time exceed 10% of Consolidated Adjusted Net Assets.
For the purpose of the foregoing and the Sale and Lease-Back Transactions
described below, the following types of transactions, among others, shall not be
deemed to create Debt: (i) the sale or other transfer of oil, gas or other
minerals in place for a period of time until, or in an amount such that, the
purchaser will realize therefrom a specified amount of money (however
determined) or a specified amount of such minerals or (ii) the sale or other
transfer of any other interest in property of the character commonly referred to
as a "production payment".
Amoco Company also will covenant in the Indenture that it will not, nor will
it permit any Restricted Subsidiary to, merge or consolidate with another
corporation if any Producing Property or Refining or Manufacturing Property or
shares of stock or indebtedness of any Restricted Subsidiary owned immediately
prior thereto which remains Producing Property or Refining or Manufacturing
Property or shares of stock or indebtedness of any Restricted Subsidiary
immediately thereafter would thereupon become subject to any Mortgage, other
than a Mortgage referred to in the foregoing clauses (i) through (xiii)
inclusive and other than a Mortgage for, evidencing or with respect to secured
Debt which is permitted pursuant to the provision described in the second
preceding paragraph above, unless Amoco Company or such Restricted Subsidiary
shall have effectively provided that the Securities (together with, if Amoco
Company shall so determine, any other indebtedness of or guaranteed by Amoco
Company or such Restricted Subsidiary ranking equally with the Securities and
then existing or thereafter created) shall be secured by a direct lien on such
Producing Property or Refining or Manufacturing Property or shares of stock or
indebtedness of any Restricted Subsidiary, equally and ratably with (or prior
to) such Mortgage, so long as such Mortgage shall exist. (SECTION 1005.)
LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. Amoco Company will covenant
in the Indenture that it will not, nor will it permit any Restricted Subsidiary
to, enter into any arrangement with any Person providing for the leasing by
Amoco Company or a Restricted Subsidiary of any Producing Property or Refining
or Manufacturing Property (except for temporary leases for a term of not more
than three years), which property has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such Person (a "Sale and Lease-Back
Transaction"), unless the proceeds of such sale are at least equal to the fair
value (as determined by the Board of Directors of Amoco Company) of such
property and
(a) Amoco Company or such Restricted Subsidiary would be entitled to
issue, assume or guarantee Debt, in an amount equal to the fair value (as
determined by the Board of Directors of Amoco
18
<PAGE>
Company) of the property so leased, secured by a Mortgage on the property to
be leased without equally and ratably securing the Securities of any series
and without violating the covenant described above under "Certain Covenants
of Amoco and Amoco Company -- Limitation on Liens";
(b) Amoco Company shall apply within 12 months after the consummation of
such transaction an amount equal to the net proceeds of such transaction to
the retirement (other than any mandatory retirement) of Debt issued, assumed
or guaranteed by Amoco Company which by its terms matures at, or is
extendible or renewable at the option of the obligor to, a date more than 12
months after the date of the creation of such Debt; or
(c) since the date of the Indenture and within a period commencing 12
months prior to the consummation of such transaction and ending 12 months
after the consummation of such transaction, Amoco Company or such Restricted
Subsidiary has expended or shall expend for any Producing Property or
Refining or Manufacturing Property an amount equal to (A) the net proceeds
of such transaction and Amoco Company elects to designate such amount as a
credit against such transaction or (B) a part of the net proceeds of such
transaction and Amoco Company elects to designate such amount as a credit
against such transaction and applies an amount equal to the remainder of the
net proceeds as provided in clause (b) above. (SECTION 1006.)
CONSOLIDATION, MERGER AND SALE OF ASSETS. Amoco and Amoco Company will
covenant in the Indenture that they will not merge or consolidate with another
corporation or sell or convey all or substantially all of their property to any
other corporation unless such other corporation (except in any sale or
conveyance to the Company or one of the Restricted Subsidiaries or, in the case
of Amoco, to Amoco Company and, in the case of Amoco Company, to Amoco) assumes
the obligations of Amoco or Amoco Company, as the case may be, under the
Guarantees. Amoco Company will, however, be subject to the restrictions referred
to under "Certain Covenants of Amoco and Amoco Company -- Limitation on Liens"
in connection with any such consolidation, merger or sale of assets. (SECTIONS
803 AND 1005.)
REPORTING. Amoco and Amoco Company will also covenant that they will
furnish certain information and certificates to the Trustee on the dates
specified in the Indenture.
CERTAIN DEFINITIONS
For purposes of the covenants described above under "Covenants of Amoco and
Amoco Company -- Limitation on Liens" and "-- Limitation on Sale and Lease-Back
Transactions", the following terms have the following definitions:
"Consolidated Adjusted Net Assets" means total assets of Amoco Company and
its consolidated subsidiaries, if any, less (i) their total prepaid and deferred
charges and (ii) their total current liabilities (excluding any portion thereof
which may by its terms be extended or renewed at the option of the obligor
thereon to a time more than 12 months after the time as of which the amount
thereof is being computed), all as included in the latest annual audited
consolidated balance sheet of Amoco.
"Debt" means any indebtedness for money borrowed.
"Mortgage" means any mortgage, pledge, security interest or lien.
"Producing Property" means any property interest of Amoco Company or any
Restricted Subsidiary in land located within the United States of America
considered by Amoco Company or the Restricted Subsidiary, as the case may be, to
be productive of crude oil, natural gas or other petroleum hydrocarbons in
paying quantities.
"Refining or Manufacturing Property" means any refining or manufacturing
property of Amoco Company or any Restricted Subsidiary which is located within
the United States of America, other than any such property or portion thereof
which (a) in the opinion of the Board of Directors of Amoco Company is not of
material importance to the business of Amoco Company and its consolidated
subsidiaries as a whole, (b) is classified by the corporation which owns it as a
transportation or marketing facility or (c) is owned directly or
19
<PAGE>
indirectly by Amoco Company or one or more of its Subsidiaries or by Amoco
Company and one or more of its Subsidiaries jointly or in common with others and
the aggregate interest therein of Amoco Company and its Subsidiaries does not
equal at least fifty percent (50%).
"Restricted Subsidiary" means:
(1) each of the following corporations so long as the major portion of
its assets is located within the territorial limits of the United States of
America and its territorial possessions: Amoco Oil Company (a Maryland
corporation), Amoco Production Company (a Delaware corporation) and Amoco
Chemical Company (a Delaware corporation); and
(2) any other corporation (A) substantially all the assets of which are
located within the territorial limits of the United States of America and
its territorial possessions, (B) which has total assets in excess of three
percent (3%) of the total consolidated assets of Amoco Company and its
consolidated subsidiaries, as included in the latest annual audited
consolidated balance sheet of Amoco, and (C) of which at least eighty
percent (80%) of the outstanding stock having by the terms thereof ordinary
voting power to elect a majority of the board of directors of such
corporation (irrespective of whether or not at the time stock of any other
class or classes of such corporation shall have or might have voting power
by reason of the happening of any contingency) is at the time directly or
indirectly owned or controlled by Amoco Company;
PROVIDED, HOWEVER, that the term "Restricted Subsidiary" shall not mean any
corporation (i) the principal operating properties of which consist of oil or
gas pipeline properties, (ii) the principal assets of which are stock or
indebtedness of corporations which conduct substantially all of their business
outside the territorial limits of the United States of America and its
territorial possessions or (iii) principally engaged in financing receivables,
making loans, extending credit or other activities of a character conducted by a
credit or acceptance company.
EVENTS OF DEFAULT
Each of the following will constitute an Event of Default under the
Indenture with respect to Securities of any series:
(a) failure to pay principal of or any premium on any Security of that
series when due;
(b) failure to pay any interest or any Additional Amount on any
Securities of that series when due, continued for 30 days;
(c) failure to deposit any sinking fund payment, when due, in respect of
any Security of that series;
(d) failure to perform any other covenant of the Company, Amoco or Amoco
Company in the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series other than that series), continued for 90
days (or such other period, if any, described in the applicable Prospectus
Supplement) after written notice has been given by the Trustee, or the
Holders of at least twenty-five percent (25%) in principal amount of the
Outstanding Securities of that series, as provided in the Indenture;
(e) certain events with respect to the Company, Amoco or Amoco Company
in bankruptcy, insolvency or reorganization; and
(f) any other Event of Default described in the applicable Prospectus
Supplement. (SECTION 501.)
If an Event of Default described in clauses (a) through (c) above or clause
(d) above (in the event of a default with respect to less than all Outstanding
series of Securities) or clause (f) above shall occur and be continuing, either
the Trustee or the Holders of at least twenty-five percent (25%) in aggregate
principal amount of the Outstanding Securities of that series by notice as
provided in the Indenture may declare the principal amount of the Securities of
that series (or, in the case of any Security that is an Original Issue Discount
Security or the principal amount of which is not then determinable, such portion
of the principal amount of such Security, or such other amount in lieu of such
principal amount, as may be specified in the
20
<PAGE>
terms of such Security) to be due and payable immediately. If an Event of
Default described in clause (d) above (in the event of a default with respect to
all Outstanding series of Securities) or clause (e) above shall have occurred
and be continuing, either the Trustee or the Holders of at least twenty-five
percent (25%) in aggregate principal amount of the Outstanding Securities of all
series by notice as provided in the Indenture may declare the principal amount
of the Securities of all series (or, in the case of any Security that is an
Original Issue Discount Security or the principal amount of which is not then
determinable, such portion of the principal amount of such Security, or such
other amount in lieu of such principal amount, as may be specified in the terms
of such Security) to be due and payable immediately. After any such
acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
that series (or of all Outstanding Securities, as the case may be) may, under
certain circumstances, rescind and annul such acceleration if all Events of
Default, other than the non-payment of accelerated principal (or other specified
amount), have been cured or waived as provided in the Indenture. (SECTION 502.)
For information as to waiver of defaults, see "Modification and Waiver".
The foregoing provisions shall be without prejudice to the rights of each
individual Holder to initiate an action against the Company for the payment of
any principal, premium, interest and any Additional Amount past due on any
Security, as established by Article 29 of the Negotiable Obligations Law.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable indemnity. (SECTION 603.) Subject
to such provisions for the indemnification of the Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series affected by any Event of Default (or of all Outstanding Securities of all
series, as the case may be) will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of that series (or of all Securities, as the case may be). (SECTION
512.)
No Holder of a Security of any series will, except as provided above, have
any right to institute any proceeding with respect to the Indenture, or for the
appointment of a receiver or a trustee, or for any other remedy thereunder,
unless (i) such Holder has previously given to the Trustee written notice of a
continuing Event of Default with respect to the Securities of that series, (ii)
the Holders of at least twenty-five percent (25%) in aggregate principal amount
of the Outstanding Securities of that series (or all series, as the case may be)
have made written request, and such Holder or Holders have offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee and (iii) the
Trustee has failed to institute such proceeding, and has not received from the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series (or all series, as the case may be) a direction
inconsistent with such request, within 60 days after such notice, request and
offer. (SECTION 507.) However, such limitations do not apply to a suit
instituted by a Holder of a Security for the enforcement of payment of the
principal of or any premium or interest on such Security on or after the
applicable due date specified in such Security. (SECTION 508.)
The Company, Amoco and Amoco Company will be required to furnish to the
Trustee annually a statement by certain of their respective officers as to
whether or not the Company, Amoco or Amoco Company, as the case may be, to their
knowledge, is in default in the performance or observance of any of the terms,
provisions and conditions of the Indenture and, if so, specifying all such known
defaults. (SECTION 1004.)
REDEMPTION FOR TAX REASONS
If at any time after the date of the Indenture as a result of any change in,
or amendment to, laws or regulations, or as a result of any change in the
application or official interpretation of laws or regulations, of Argentina or
any political subdivision thereof or taxing authority therein or of any other
country or any political subdivision thereof or taxing authority therein as to
which the payment of Additional Amounts is provided for in the Securities of a
series and in accordance with the Indenture, which change or amendment becomes
effective after the date of the Indenture, the Company becomes obligated to pay
any Additional
21
<PAGE>
Amounts as provided or referred to above under "Certain Covenants of the Company
-- Payment of Additional Amounts" and such obligation cannot be avoided by the
Company taking reasonable measures available to it, then the Securities will be
redeemable as a whole (but not in part), at the option of the Company, at any
time upon not less than 30 nor more than 60 days' notice given to the Holders as
provided in the Indenture at their principal amount (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
together with accrued interest thereon to the date fixed for redemption (the
"Redemption Date"). The Company will also pay to the Holders on the Redemption
Date any Additional Amounts which are then payable. In order to effect a
redemption of the Securities under this paragraph, the Company is required to
deliver to the Trustee at least 45 days prior to the Redemption Date (i) a
certificate signed by two Directors of the Company stating that the obligation
to pay such Additional Amounts cannot be avoided by the Company taking
reasonable measures available to it and (ii) an opinion of independent legal
counsel of recognized standing to the effect that the Company has or will become
obligated to pay such Additional Amounts as a result of such change or
amendment. No notice of redemption may be given earlier than 60 days prior to
the earliest date on which the Company would be obligated to pay such Additional
Amounts were a payment in respect of the Securities then due.
The applicable Prospectus Supplement will set forth the terms of any
additional redemption of the Securities of a series, at the option of the
Company, for tax reasons in circumstances in which the Company, to the extent
provided in respect of the Securities of such series (and indicated in the
applicable Prospectus Supplement), becomes obligated to pay or indemnify the
Holders from or against any Argentine individual asset tax imposed on or paid by
the Holders. (SECTION 1108.)
MODIFICATION AND WAIVER
The Indenture will provide that modifications and amendments of the
Indenture may be made by the Company, the Argentine Branch, Amoco, Amoco Company
and the Trustee with the consent of the Holders of sixty-six and two-thirds
percent (66 2/3%) in aggregate principal amount of the Outstanding Securities of
each series affected by such modification or amendment obtained at a meeting of
Holders held in accordance with the Indenture; PROVIDED, HOWEVER, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Security affected thereby, (a) change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Security,
(b) reduce the principal amount of, or any premium or interest on, any Security,
(c) change the obligation of the Company, Amoco or Amoco Company to pay
Additional Amounts, (d) reduce the amount of principal of an Original Issue
Discount Security or any other Security payable upon acceleration of the
Maturity thereof, (e) change the place or currency of payment of principal of,
or any premium or interest or Additional Amounts on, any Security, (f) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Security, (g) reduce the percentage in principal amount of
Outstanding Securities of any series, the consent of whose Holders is required
for modification or amendment of the Indenture, (h) reduce the percentage in
principal amount of Outstanding Securities of any series necessary for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults, (i) reduce the requirements with respect to quorum or voting, (j)
modify such provisions with respect to modification and waiver, or (k) change in
any manner adverse to the interests of the Holders of any Outstanding Securities
the terms and conditions of the Guarantees. (SECTION 902.)
The Holders of sixty-six and two-thirds percent (66 2/3%) in principal
amount of the Outstanding Securities of any series by act of such Holders at a
meeting of Holders held in accordance with the terms of the Indenture may waive
compliance by the Company, Amoco and Amoco Company with certain restrictive
provisions of the Indenture. (SECTION 1008.) The Holders of a majority in
principal amount of the Outstanding Securities of any series (or all series, as
the case may be) may waive any past default under the Indenture, except a
default in the payment of principal, premium or interest (except that a default
in payment resulting from a declaration of acceleration which declaration of
acceleration has been rescinded and annulled pursuant to the Indenture may be
waived) and certain covenants and provisions of the Indenture which cannot be
amended without the consent of the Holder of each Outstanding Security of such
series (or all series, as the case may be) affected. (SECTION 513.)
22
<PAGE>
The Indenture will provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given or taken any
direction, notice, consent, waiver or other action under the Indenture as of any
date, or whether a quorum is present at a meeting of Holders of Securities, (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 such date upon acceleration of the Maturity thereof to such
date, (ii) if, as of such date, the principal amount payable at the Stated
Maturity of a Security is not determinable (for example, because it is based on
an index), the principal amount of such Security deemed to be Outstanding as of
such date will be an amount determined in the manner prescribed for such
Security and (iii) the principal amount of a Security denominated in one or more
foreign currencies or currency units that will be deemed to be Outstanding will
be the U.S. dollar equivalent, determined as of such date in the manner
prescribed for such Security, of the principal amount of such Security (or, in
the case of a Security described in clause (i) or (ii) above, of the amount
described in such clause). Certain Securities, including those for whose payment
or redemption money has been deposited or set aside in trust for the Holders and
those that have been fully defeased pursuant to Section 1302, will not be deemed
to be Outstanding. (SECTION 101.)
Except in certain limited circumstances, the Company will be entitled to set
any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any direction,
notice, consent, waiver or other action under the Indenture, in the manner and
subject to the limitations provided in the Indenture. In certain limited
circumstances, the Trustee also will be entitled to set a record date for action
by Holders. If a record date is set for any action to be taken by Holders of a
particular series, such action may be taken only by persons who are Holders of
Outstanding Securities of that series on the record date. To be effective, such
action must be taken by Holders of the requisite principal amount of such
Securities within a specified period following the record date. For any
particular record date, this period will be 180 days or such shorter period as
may be specified by the Company (or the Trustee, if it set the record date), and
may be shortened or lengthened (but not beyond 180 days) from time to time.
(SECTION 104.)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture will provide that, if and to the extent indicated in the
applicable Prospectus Supplement, the Company may elect, at its option at any
time, to have the provisions of Section 1302, relating to defeasance and
discharge of indebtedness, or Section 1303, relating to defeasance of certain
restrictive covenants in the Indenture, applied to the Securities of any series,
or to any specified part of a series. (SECTION 1301.)
DEFEASANCE AND DISCHARGE. The Indenture will provide that, upon the
Company's exercise of its option (if any) to have Section 1302 applied to any
Securities, the Company, Amoco and Amoco Company will be discharged from all
their respective obligations with respect to such Securities (except for certain
obligations to exchange or register the transfer of Securities, to replace
stolen, lost or mutilated Securities, to maintain paying agencies and to hold
moneys for payment in trust) upon the deposit in trust for the benefit of the
Holders of such Securities of money or Government Obligations, or both, which,
through the payment of principal and interest in respect thereof in accordance
with their terms, will provide money in an amount sufficient to pay the
principal of and any premium and interest on such Securities on the respective
Stated Maturities in accordance with the terms of the Indenture and such
Securities. Such defeasance or discharge may occur only if, among other things,
the Company, Amoco and Amoco Company have delivered to the Trustee an Opinion of
Counsel to the effect that the Company, Amoco, or Amoco Company, as the case may
be, has received from, or there has been published by, the United States
Internal Revenue Service a ruling, regulation or pronouncement of comparable
authority, or there has been a change in tax law, in either case to the effect
that Holders of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same amount, in the same manner and
at the same times as would have been the case if such deposit, defeasance and
discharge were not to occur. (SECTIONS 1302 AND 1304.)
DEFEASANCE OF CERTAIN COVENANTS. The Indenture will provide that, upon the
Company's exercise of its option (if any) to have Section 1303 applied to any
Securities, the Company, Amoco and Amoco Company
23
<PAGE>
may omit to comply with certain restrictive covenants, including those described
under "Certain Covenants of Amoco and Amoco Company -- Limitation on Liens", "--
Limitation on Sale and Lease-Back Transactions" and "-- Consolidation, Merger
and Sale of Assets", and any that may be described in the applicable Prospectus
Supplement, and the occurrence of certain Events of Default, which are described
above in clause (d) (with respect to such restrictive covenants) under "Events
of Default" and any that may be described in the applicable Prospectus
Supplement, will be deemed not to be or result in an Event of Default, in each
case with respect to such Securities. In order for the Company to exercise such
option, the Company, Amoco and Amoco Company will be required to deposit, in
trust for the benefit of the Holders of such Securities, money or Government
Obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on such
Securities on the respective Stated Maturities in accordance with the terms of
the Indenture and such Securities. The Company, Amoco and Amoco Company will
also be required, among other things, to deliver to the Trustee an Opinion of
Counsel to the effect that Holders of such Securities will not recognize gain or
loss for Federal income tax purposes as a result of such deposit and defeasance
of certain obligations and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would have been the case if
such deposit and defeasance were not to occur. In the event the Company
exercised this option with respect to any Securities and such Securities were
declared due and payable because of the occurrence of any Event of Default, the
amount of money and Government Obligations so deposited in trust would be
sufficient to pay amounts due on such Securities at the time of their respective
Stated Maturities but may not be sufficient to pay amounts due on such
Securities upon any acceleration resulting from such Event of Default. In such
case, the Company, Amoco and Amoco Company would remain liable for such
payments. (SECTIONS 1303 AND 1304.)
TEMPORARY BEARER GLOBAL SECURITIES
GENERAL
Unless otherwise specified in the Bearer Security and the applicable
Prospectus Supplement, the Securities constituting a separate identifiable
tranche (within the meaning of Regulation S under the Securities Act) will
initially be represented by a Temporary Bearer Global Security, to be deposited
with a common depositary in London for Euroclear and Cedel for credit to the
designated accounts.
The Temporary Bearer Global Security will be exchangeable for a Permanent
Bearer Global Security on the Exchange Date as described under "Form, Exchange
and Transfer" above.
INTEREST PAYMENT DATE PRIOR TO EXCHANGE DATE
In the case of a Temporary Bearer Global Security that has an Interest
Payment Date prior to the Exchange Date, a member organization appearing in the
records of Euroclear or Cedel as entitled to a portion of the principal amount
of such Temporary Bearer Global Security (a "Member Organization") must provide
an Owner Tax Certification (as defined below) to Euroclear or Cedel and
Euroclear or Cedel must provide to the Company or its agent a certification in
the form required by the Indenture (a "Depositary Tax Certification"), in each
case, prior to the payment of interest. Until an Owner Tax Certification is
provided by the Member Organization to Euroclear or Cedel and Euroclear or Cedel
provides to the Company or its agent a Depositary Tax Certification, such Member
Organization will not be entitled to receive any interest with respect to its
interest in the Temporary Bearer Global Security or to exchange its interest
therein for a portion of the Permanent Bearer Global Security.
EXCHANGE DATE PRIOR TO INTEREST PAYMENT DATE
In the case of a Temporary Bearer Global Security that does not have an
Interest Payment Date prior to the Exchange Date, the Member Organization must
provide to Euroclear or Cedel an Owner Tax Certification and Euroclear or Cedel
must provide to the Company or its agent a Depositary Tax Certification. Until
the requisite certifications are provided by the Member Organization to
Euroclear or Cedel and Euroclear or Cedel provides the requisite certifications
to the Company or its Agent, such Member Organization shall not be entitled to
receive any interest with respect to its interest in the Temporary Bearer Global
Security or to exchange its interest in the Temporary Bearer Global Security for
a portion of the Permanent Bearer Global Security.
24
<PAGE>
CERTIFICATIONS
As described above, no interest will be paid on any Temporary Bearer Global
Security and no exchange of a Temporary Bearer Global Security for a portion of
the Permanent Bearer Global Security may occur until the person entitled to
receive such interest or a portion of the Permanent Bearer Global Security
furnishes written certification (the "Owner Tax Certification"), in the form
required by the Indenture, to the effect that such person (i) is not a United
States person (as defined below under "Limitation on Issuance of Bearer
Securities"), (ii) is a foreign branch of a United States financial institution
purchasing for its own account or for resale, or is a United States person who
acquired the Security through such a financial institution and who holds the
Security through such financial institution on the date of certification,
provided in either case that such financial institution provides a certificate
to the Company or the distributor selling the Security to it stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the U.S. Internal Revenue Code of 1986, as amended, and the United States
Treasury Regulations thereunder, or (iii) is a financial institution holding for
purposes of resale during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). A financial institution
described in clause (iii) of the preceding sentence (whether or not also
described in clause (i) or (ii)) must certify that it has not acquired the
Security for purposes of resale directly to a United States person or to a
person within the United States or its possessions.
NOTICES -- TO HOLDERS OF REGISTERED SECURITIES
Notices to Holders of Registered Securities will, subject to the provisions
of the Indenture, be deemed to be validly given if (i) sent by first class mail
to them at their respective addresses as recorded in the Security Register, and
will be deemed to have been validly given on the fifth Business Day after the
date of such mailing and (ii) published in a leading daily newspaper having
general circulation in Argentina and, when required by Argentine law, in the
OFFICIAL GAZETTE OF ARGENTINA. Notices by publication will be deemed to have
been given on the date of latest publication. (SECTION 106.)
NOTICES -- TO HOLDERS OF BEARER SECURITIES
Notices to Holders of Bearer Securities will, subject to the provisions of
the Indenture, be deemed to be validly given if (i) published in a leading daily
English language newspaper having general circulation in London (which is
expected to be the FINANCIAL TIMES) or, if such publication is not practicable,
if published in a leading English language newspaper having general circulation
in Europe or, in the case of a Temporary Bearer Global Security or Permanent
Bearer Global Security, if delivered to Euroclear and Cedel for communication by
them to the person shown in their respective records as having interests therein
and (ii) published in a leading daily newspaper having general circulation in
Argentina and, when required by Argentine law, in the OFFICIAL GAZETTE OF
ARGENTINA. Notices by publication will be deemed to have been given on the date
of latest publication. (SECTION 106.)
TITLE
Title to any Temporary Bearer Global Security, any Permanent Bearer Global
Security, any Bearer Security and any coupons appertaining to any such Security
will pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may deem and treat the Holder of any Bearer Security and the Holder
of any coupon and the registered owner of any Registered Security as the
absolute owner thereof (whether or not such Security or coupon shall be overdue
and notwithstanding any notice to the contrary) for the purpose of making
payment and for all other purposes. (SECTION 308.)
25
<PAGE>
MEETINGS OF HOLDERS OF SECURITIES
A meeting of Holders of Securities of any series may be called at any time
to make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by the Indenture to be made, given or
taken by Holders of Securities of such series, including but not limited to any
of the following purposes:
(1) to give any notice to the Company, to Amoco, to Amoco Company or to
the Trustee, or to give any directions to the Trustee, or to consent to the
waiving of any default hereunder and its consequences, or to take any other
action or authorization to be taken by Holders pursuant to any of the
provisions described under "Events of Default";
(2) to remove the Trustee and nominate a successor trustee;
(3) to consent to the execution of a supplemental indenture; or
(4) to take any other action authorized to be taken by or on behalf of
the Holders of any specified principal amount of the Securities of any
series under any other provisions of the Indenture or under applicable law.
(SECTION 1501.)
The Trustee may at any time call a meeting of Holders of Securities of any
series for any purpose specified above, to be held in the City of Buenos Aires,
Argentina; PROVIDED, HOWEVER, that the Trustee may determine to hold any
meetings simultaneously in the City of Buenos Aires, Argentina and in The City
of New York or in London, England by means of any telecommunication which
permits the participants to hear and speak to each other. In any case meetings
shall be held at such time and such place in any such city as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the date, time and the place of such meeting, in general terms the
action proposed to be taken at such meeting and the requirements to attend,
shall be given in the OFFICIAL GAZETTE OF ARGENTINA and in the manner set forth
under "Notices -- To Holders of Registered Securities" and "Notices -- To
Holders of Bearer Securities", not less than 10 nor more than 30 days prior to
the date fixed for the meeting, and any publication thereof shall be for five
consecutive business days. (SECTION 1502.)
The Company, the Argentine Branch, Amoco, Amoco Company or the Holders of at
least five percent (5%) in principal amount of the Outstanding Securities of any
series may direct the Trustee to call a meeting of the Holders of Securities of
such series for any purpose specified above, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting. (SECTION
1502.)
The Persons entitled to vote sixty percent (60%) in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such Series. The Persons entitled to vote thirty
percent (30%) in principal amount of the Outstanding Securities of a series
shall constitute a quorum for a reconvened meeting of Holders of such series
adjourned for lack of the requisite quorum. (SECTION 1504.)
Any Holder of Securities that wishes to attend any meeting of Holders of
Securities must notify either the Registrar or the Co-Registrar of the intention
of such Holder to attend such meeting in person or by proxy at least three
calendar days prior to the date of such meeting.
At any meeting of Holders of Securities, each Holder of a Security of such
series will be entitled to one vote for each U.S. $1.00 principal amount (or its
equivalent) of the Outstanding Securities of such series held or represented by
such Holder. (SECTION 1505.)
Any resolution passed or decision taken at any duly held meeting of Holders
of Securities of any series shall be binding on all the Holders of Securities of
such series and any related coupons, whether or not present or represented at
the meeting. (SECTION 1504.)
GOVERNING LAW AND ENFORCEABILITY
The Negotiable Obligations Law establishes the legal requirements necessary
for the Securities to qualify as "negotiable obligations". The execution and
delivery by the Argentine Branch of the Securities
26
<PAGE>
and any coupons shall be governed by the laws of Argentina. All other matters in
respect of the Securities, any coupons, the Guarantees and the Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York. (SECTION 112.)
The Company, Amoco and Amoco Company have consented to the non-exclusive
jurisdiction of any court of the State of New York or any U.S. Federal Court
sitting in the Borough of Manhattan, The City of New York, United States, and
any appellate court from any thereof, and have waived any objection on the
grounds of venue, residence, domicile or inconvenient forum to the jurisdiction
of such courts over any suit, action or proceeding that may be brought in
connection with the Indenture, the Securities or the Guarantees. Any suit,
action or proceeding brought in connection with the Indenture, the Securities or
the Guarantees may also be brought in any competent court in the City of Buenos
Aires, Argentina, unless such suit, action or proceeding cannot be brought or
maintained for any reason in the City of Buenos Aires, Argentina, in which case
such suit, action or proceeding may be instituted in any competent court in
Argentina. (SECTION 113.)
CURRENCY INDEMNITY
Any amount received or recovered in respect of any sum payable by the
Company, Amoco or Amoco Company, as the case may be, under or in connection with
any Security, including damages, in a currency other than the currency in which
such Security is denominated (the "denomination currency") (whether as a result
of, or of the enforcement of, a judgment or order of a court of any
jurisdiction, in the winding up or dissolution of the Company or otherwise) by
any Holder in respect of any sum expressed to be due to it from the Company,
Amoco or Amoco Company, as the case may be, shall only constitute a discharge of
the Company, Amoco or Amoco Company, as the case may be, to the extent of the
amount in the denomination currency which the recipient is able to purchase with
the amount so received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that
date, on the first date on which it is practicable to do so). If the amount
received or recovered in that other currency is less than the amount in the
denomination currency expressed to be due to the recipient under such Security
or the related Guarantees, the Company, Amoco and Amoco Company shall indemnify
such recipient against any loss (as measured by the difference between such
amount in the denomination currency and the amount received or recovered)
sustained by it as a result. In any event, the Company, Amoco and Amoco Company
shall indemnify the recipient against the cost of making any such purchase. For
the purposes of this paragraph, it will be sufficient for the Holder to certify
in a satisfactory manner (indicating the sources of information used) that it
would have suffered a loss had an actual purchase of the denomination currency
been made with the amount so received in that other currency on the date of
receipt or recovery (or, if a purchase of the denomination currency on such date
had not been practicable, on the first date on which it would have been
practicable, it being required that the need for a change of date be certified
in the manner mentioned above). The foregoing indemnities constitute separate
and independent obligations of each of the Company, Amoco and Amoco Company,
shall give rise to a separate and independent cause of action, shall apply
irrespective of any waiver granted by any Holder and shall continue in full
force and effect despite any such judgment or order as aforesaid. (SECTION 515.)
REGARDING THE TRUSTEE
The Chase Manhattan Bank (National Association) is depository for funds of,
makes loans to, acts as trustee for certain employee benefit plans and performs
other services for the Company, Amoco and Amoco Company in the normal course of
business. H. Laurance Fuller, the Chairman of the Board, President and Chief
Executive Officer of Amoco, is a Director of The Chase Manhattan Corporation and
The Chase Manhattan Bank (National Association).
The Chase Manhattan Bank (National Association) serves as trustee under an
indenture relating to debt securities of Amoco Canada Petroleum Company Ltd.,
guaranteed as to payment of principal, premium, if any, and interest, if any, by
Amoco and Amoco Company.
27
<PAGE>
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, Bearer
Securities (including Temporary Bearer Global Securities and Permanent Bearer
Global Securities) may not be offered or sold during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7))
within the United States or its possessions or to United States persons (each as
defined below) other than to an office located outside the United States and its
possessions of a United States financial institution (as defined in Section
1.165-12(c)(1)(v) of the United States Treasury Regulations), purchasing for its
own account or for resale or for the account of certain customers, that provides
a certificate stating that it agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the United States Treasury Regulations thereunder, or to certain
other persons described in Section 1.163-(5)(c)(2)(i)(D)(1)(iii)(B) of the
United States Treasury Regulations. Moreover, such Bearer Securities may not be
delivered in connection with their sale during the restricted period within the
United States or its possessions. Any distributor (as defined in Section
1.163-5(c)(2)(i)(D)(4) of the United States Treasury Regulations) participating
in the offering or sale of Bearer Securities must covenant that it will not
offer or sell during the restricted period any Bearer Securities within the
United States or its possessions or to United States persons (other than the
persons described above), it will not deliver in connection with the sale of
Bearer Securities during the restricted period any Bearer Securities within the
United States or its possessions and 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 on offers and sales
described above. No Bearer Securities (other than a Temporary Bearer Global
Security) may be delivered, nor may interest be paid on any Bearer Securities
until receipt by the Company of (i) a Depositary Tax Certification in the case
of Temporary Bearer Global Securities or (ii) an Owner Tax Certification in all
other cases as described above under "Description of Securities -- Temporary
Bearer Global Securities -- Certifications". Bearer Securities will bear a
legend 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 Sections 165(j) and 1287(a) of the
Internal Revenue Code."
As used in this section, "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States and any estate or
trust the income of which is subject to United States federal income taxation
regardless of its source, "United States" means the United States of America
including the States thereof and the District of Columbia) and "possessions" of
the United States include Puerto Rico, the U.S. Virgin Islands, Guam, America
Samoa, Wake Islands and Northern Mariana Islands.
TAXATION
The following are general summaries of certain Argentine tax and United
States federal income tax consequences relating to the acquisition, ownership
and disposition of the Securities of any series.
The applicable Prospectus Supplement may set forth additional tax
considerations relevant to the Securities of any series.
The following summaries are based upon the provisions of laws (including, in
the case of Argentina, the Argentine Income Tax Law and, in the case of the
United States, the United States Internal Revenue Code of 1986, as amended (the
"Code")), and regulations, rulings and judicial decisions as of the date of this
Prospectus, and such laws, regulations, rulings and judicial decisions may be
repealed, revoked or modified so as to result in Argentine or United States tax
consequences different from those summarized below.
PROSPECTIVE PURCHASERS OF SECURITIES SHOULD CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE ARGENTINE, UNITED STATES AND OTHER TAX CONSEQUENCES OF THE
ACQUISITION, OWNERSHIP AND DISPOSITION OF THE SECURITIES OF ANY SERIES.
28
<PAGE>
ARGENTINE TAXATION
The following summary of certain Argentine tax considerations relating to
the Securities is based upon the advice of Perez Alati, Grondona, Benites,
Arntsen & Martinez de Hoz (h), Argentine counsel to the Company, Amoco and Amoco
Company.
PAYMENTS OF INTEREST. Except as set forth below, interest payments
(including accretions of original issue discount) on the Securities will be
exempt from Argentine income tax provided that the Securities are issued in
accordance with the Negotiable Obligations Law and qualify for tax exempt
treatment under Article 36 of such Law. Under this Article, interest on the
Securities will be exempt if the following conditions (the "Article 36
Conditions") are satisfied:
(a) the Securities are placed through a public offering authorized by
the CNV;
(b) the proceeds of the offering are used by the Company for (i) working
capital purposes within Argentina, (ii) investments in physical assets
located in Argentina, (iii) refinancing of indebtedness and other
liabilities, and/or (iv) contributions to the capital of a controlled or
affiliated corporation, provided the latter uses the proceeds of such
contribution for the purposes specified in clauses (i), (ii) and/or (iii);
and
(c) the Company provides evidence to the CNV that the proceeds of the
offering have been used for the purposes described in (b) above.
The Securities will be issued in compliance with all of the Article 36
Conditions and the CNV has authorized the public offering of the Securities by
Resolution No. 10,982.
If the Company does not comply with the Article 36 Conditions, Article 38 of
the Negotiable Obligations Law provides that the Company will be responsible for
the payment of any taxes on interest received by the Holders. In such event, the
Holders shall receive the full amount of interest provided for in the Securities
without any deduction or withholding of Argentine income taxes.
Decree No. 1076/92, as amended by Decree No. 1157/92, ratified by Law No.
24,307 (the "Decree"), eliminated the exemption described above in the case of
Holders which are subject to Title VI of the Argentine Income Tax Law (in
general, entities organized or incorporated under Argentine law, Argentine
branches of foreign entities, sole proprietorships and individuals carrying on
certain commercial activities in Argentina ("Argentine Entities")). As a result
of the Decree, interest paid to Argentine Entities is subject to withholding as
prescribed by Argentine tax regulations. Argentine Entities must, in the case of
the Securities of any series, hold Securities in the form of one or more
definitive Registered Securities and not in the form of Bearer Securities or
interests in Global Bearer Securities or Global Registered Securities.
INCOME TAX ON CAPITAL GAINS. Resident and nonresident individuals and
corporations and other entities which are not organized or incorporated in
Argentina and which do not have a permanent establishment in Argentina are not
subject to taxation on capital gains derived from the sale or other disposition
of the Securities if the Article 36 Conditions have been satisfied. As a result
of the Decree, Argentine Entities are subject to tax on capital gains on the
sale or other disposition of the Securities as prescribed by Argentine tax
regulations.
OTHER TAXES. All transactions related to the issuance, offer, sale,
transfer, payment of principal and/or interest or redemption of the Securities
are exempt from Argentine value added tax if the Article 36 Conditions are
satisfied.
Individuals (whether or not citizens of, or residents in, Argentina) will be
subject to a one-half of one percent (0.5%) individual asset tax on the value of
their holdings of Securities as of December 31 of each year.
Corporations and other entities organized or incorporated in Argentina and
corporations and other entities which are not organized or incorporated in
Argentina but which have a permanent establishment in Argentina generally will
not be subject to the individual asset tax with respect to their holdings of
Securities.
Securities held as of December 31 of each year by corporations and other
entities which are not organized or incorporated in Argentina and which do not
have a permanent establishment in Argentina, but which are organized or
incorporated in a jurisdiction that does not require private securities to be
issued in
29
<PAGE>
registered form, will be subject to a one-half of one percent (0.5%) individual
asset tax to be assessed on the value of such Securities as of such date, if
such Securities are held in co-ownership, possession, use, disposition, deposit,
tenancy, custody, management or safekeeping by individuals, corporations or
entities resident in Argentina. In such cases, the individuals, corporations or
entities resident in Argentina will be responsible for assessing and remitting
the tax to the Argentine tax authorities, but will be entitled to reimbursement
from the owners of the Securities. Securities owned by insurance companies,
pension funds, open-end investment companies or banking or financial entities
organized in countries in which the relevant central bank applies the standards
approved by the Committee of Banks of Basle will not be subject to the
individual asset tax.
The Argentine tax authorities have not yet issued regulations implementing
certain aspects of the law providing for the individual asset tax in its current
form, and neither the tax authorities nor the courts have had occasion to
interpret such law. It remains unclear, for example, whether the concept of
ownership as used in the law refers to record ownership or to beneficial
ownership. The reference to private securities in the law is also unclear. Such
term may be interpreted to mean debt and equity securities that have not been
authorized for listing or public offering. As of the date hereof, there can be
no assurances concerning the interpretation of these and other provisions of the
law by the tax authorities and the courts.
The Argentine tax authorities have not implemented any mechanisms to collect
the individual asset tax from individuals who are not resident in Argentina or
from corporations and other entities which are not organized or incorporated in
Argentina and which do not have a permanent establishment in Argentina. The tax
authorities have not imposed any obligation on Argentine issuers of securities,
including the Company, to collect such tax by withholding or deduction in
respect of payments on such securities.
In the event that it becomes necessary to institute enforcement proceedings
in relation to the Company in Argentina, a court tax (currently at a rate of
three percent) will be imposed on the amount of any claim brought before the
Argentine courts sitting in the City of Buenos Aires.
UNITED STATES FEDERAL INCOME TAXATION
The following is a general summary of certain United States federal income
tax considerations relating to the Securities.
As used herein, a "United States Holder" of a Security means a Holder that
is a "United States person" (as is defined under "Limitations on Issuance of
Bearer Securities"). A "Non-United States Holder" is a Holder that is not a
United States Holder.
The summary deals only with Securities that are held as capital assets by
United States Holders and does not address special situations, such as those of
dealers in securities or currencies, financial institutions, life insurance
companies, persons holding Securities as a part of a hedging or conversion
transaction or a straddle or United States Holders whose "functional currency"
is not the U.S. dollar, in each case except as otherwise noted. In addition, the
summary assumes that the Securities are not sold at an original issue discount
or denominated in a currency or currency unit other than U.S. dollars. Any
special United States federal income tax considerations relevant to the
Securities of any series will be set forth in the applicable Prospectus
Supplement.
PAYMENTS OF INTEREST. Interest on a Security will generally be taxable to a
United States Holder as ordinary income from domestic sources at the time it is
paid or accrued in accordance with the United States Holder's method of
accounting for tax purposes.
MARKET DISCOUNT. If a United States Holder purchases a Security for an
amount that is less than its principal amount, such difference will be treated
as "market discount" for United States federal income tax purposes, unless such
difference is less than a specified DE MINIMIS amount. Under the market discount
rules, a United States Holder will be required to treat any principal payment
on, or any gain on the sale, exchange, retirement or other disposition of, a
Security as ordinary income to the extent of the market discount which has not
previously been included in income and is treated as having accrued on such
Security at the time of such payment or disposition. In addition, the United
States Holder may be required to defer, until the maturity of the Security or
its earlier disposition in a taxable transaction, the deduction of all or a
portion of the interest expense on any indebtedness incurred or continued to
purchase or carry such Security.
30
<PAGE>
Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the Security, unless the
United States Holder elects to accrue on a constant interest method. A United
States Holder of a Security may elect to include market discount in income
currently as it accrues (on either a ratable or constant interest method), in
which case the rule described above regarding deferral of interest deductions
will not apply. This election to include market discount in income currently,
once made, applies to all market discount obligations acquired on or after the
first taxable year to which the election applies and may not be revoked without
the consent of the United States Internal Revenue Service (the "IRS").
AMORTIZABLE BOND PREMIUM. A United States Holder that purchases a Security
for an amount in excess of the sum of all principal amounts payable on the
Security after the purchase date will be considered to have purchased the
Security at a "premium".
A United States Holder generally may elect to amortize the premium over the
remaining term of the Security on a constant yield method. The amount amortized
in any year will be treated as a reduction of the United States Holder's
interest income from the Security. Bond premium on a Security held by a United
States Holder that does not make such an election will decrease the gain or
increase the loss otherwise recognized on disposition of the Security. The
election to amortize premium on a constant yield method once made applies to all
debt obligations held or subsequently acquired by the electing United States
Holder on or after the first day of the first taxable year to which the election
applies and may not be revoked without the consent of the IRS.
SALE, EXCHANGE AND RETIREMENT OF SECURITIES. A United States Holder's tax
basis in a Security will, in general, be the United States Holder's cost
therefor, increased by market discount previously included in income by the
United States Holder and reduced by any amortized premium. Upon the sale,
exchange or retirement of a Security, a United States Holder will recognize gain
or loss equal to the difference between the amount realized upon the sale,
exchange or retirement (less any accrued interest, which will be taxable as
such) and the adjusted tax basis of the Security. With respect to gain or loss
attributable to market discount, such gain or loss will be capital gain or loss
and will be long-term capital gain or loss if at the time of sale, exchange or
retirement the Security has been held for more than one year. Under current law,
net capital gains of individuals are, under certain circumstances, taxed at
lower rates than items of ordinary income. The deductibility of capital losses
is subject to limitations.
NON-UNITED STATES HOLDERS. Under current United States federal income and
estate tax law, and subject to the discussion below concerning backup
withholding:
(a) no withholding of United States federal income tax will be required
with respect to the payment by the Company or any Paying Agent of principal
or interest on a Security owned by a Non-United States Holder, provided (i)
that the beneficial owner does not actually or constructively own ten
percent or more of the total combined voting power of all classes of stock
of the Company entitled to vote within the meaning of Section 871(h)(3) of
the Code and the regulations thereunder, (ii) the beneficial owner is not a
controlled foreign corporation that is related to the Company through stock
ownership, (iii) the beneficial owner is not a bank whose receipt of
interest on a Security is described in Section 881(c)(3)(A) of the Code and
(iv) in the case of a Registered Security, the beneficial owner satisfies
the statement requirement (described generally below) set forth in Section
871(h) and Section 881(c) of the Code and the regulations thereunder;
(b) no withholding of United States federal income tax will be required
with respect to any gain or income realized by a Non-United States Holder
upon the sale, exchange or retirement of a Security; and
(c) a Security beneficially owned by an individual who at the time of
death is a Non-United States Holder will not be subject to United States
federal estate tax as a result of such individual's death, provided that
such individual does not actually or constructively own ten percent or more
of the total combined voting power of all classes of stock of the company
entitled to vote within the meaning of Section 871(h)(3) of the Code and
provided that the interest payments with respect to such Security would not
have been, if received at the time of such individual's death, effectively
connected with the conduct of a United States trade or business by such
individual.
31
<PAGE>
To satisfy the statement requirement referred to in clause (a)(iv) above,
the beneficial owner of such Security, or a financial institution holding the
Security on behalf of such owner, must provide, in accordance with specified
procedures, a paying agent of the Company with a statement to the effect that
the beneficial owner is not a United States person. Pursuant to current
temporary Treasury regulations, these requirements will be met if (1) the
beneficial owner provides his or her name and address, and certifies, under
penalties of perjury, that he or she is not a United States person (which
certification may be made on an IRS Form W-8 (or successor form) or (2) a
financial institution holding the Security on behalf of the beneficial owner
certifies, under penalties of perjury, that such statement has been received by
it and furnishes a paying agent with a copy thereof.
Payments to Non-United States Holders not meeting the requirements of
paragraph (a) above and thus subject to withholding of United States federal
income tax may nevertheless be exempt from such withholding if the beneficial
owner of the Security provides the Company with a properly executed (1) IRS Form
1001 (or successor form) claiming an exemption from withholding under the
benefit of a tax treaty or (2) IRS Form 4224 (or successor form) stating that
interest paid on the Security is not subject to withholding tax because it is
effectively connected with the owner's conduct of a trade or business in the
United States.
BACKUP WITHHOLDING AND INFORMATION REPORTING. In general, information
reporting requirements will apply to certain payments of principal, interest,
and premium paid on Securities and to the proceeds of sale of a Security made to
United States Holders other than certain exempt recipients (such as
corporations). A thirty-one percent (31%) backup withholding tax will apply to
such payments if the United States Holder fails to provide a taxpayer
identification number or certification of foreign or other exempt status or
fails to report in full dividend and interest income.
No information reporting or backup withholding will be required with respect
to payments made by the Company or any paying agent to Non-United States Holders
if a statement described in clause (a)(iv) under "Non-United States Holders"
above has been received and the payor does not have actual knowledge that the
beneficial owner is a United States person.
In addition, backup withholding and information reporting will not apply if
payments of the principal, interest, or premium on a Security are paid or
collected by a foreign office of a custodian, nominee or other foreign agent on
behalf of the beneficial owner of such Security, or if a foreign office of a
broker (as defined in applicable Treasury regulations) pays the proceeds of the
sale of a Security to the owner thereof. If, however, such nominee, custodian,
agent or broker is, for United States federal income tax purposes, a U.S.
person, a controlled foreign corporation or a foreign person that derives fifty
percent or more of its gross income for certain periods from the conduct of a
trade or business in the United States, such payments will not be subject to
backup withholding but will be subject to information reporting, unless (1) such
custodian, nominee, agent or broker has documentary evidence in its records that
the beneficial owner is not a United States person and certain other conditions
are met or (2) the beneficial owner otherwise establishes an exemption.
Temporary Treasury regulations provide that the Treasury is considering whether
backup withholding will apply with respect to such payments of principal,
interest or the proceeds of a sale that are not subject to backup withholding
under the current regulations. Under proposed Treasury regulations not currently
in effect backup withholding will not apply to such payments absent actual
knowledge that the payee is a United States person.
Payments of principal, interest, and premium on a Security paid to the
beneficial owner of a Security by a United States office of a custodian, nominee
or agent, or the payment by the United States office of a broker of the proceeds
of sale of a Security, will be subject to both backup withholding and
information reporting unless the beneficial owner provides the statement
referred to in clause (a)(iv) above and the payor does not have actual knowledge
that the beneficial owner is a United States person or otherwise establishes an
exemption.
Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against such holder's U.S. federal income tax liability
provided the required information is furnished to the IRS.
32
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby (i) through agents,
(ii) through underwriters, (iii) through dealers, (iv) directly to purchasers or
to purchasers and dealers (through a specific bidding or auction process or
otherwise), or through a combination of any such methods of sale.
Securities may be offered and sold through agents designated by the Company
from time to time. Any such 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 to such agent will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment (ordinarily three business days or less). Any such agent may be
deemed to be an underwriter, as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), of the Securities so offered and sold.
Agents may be entitled under agreements which may be entered into with the
Company and the Guarantors to indemnification by the Company and the Guarantors
against certain liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the
Company or the Guarantors in the ordinary course of business.
If any underwriter or underwriters are utilized in the sale of the
Securities, the Company and the Guarantors will execute an underwriting
agreement with such underwriter or underwriters at the time an agreement for
such sale is reached, and the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transaction, including compensation of the underwriters and dealers, if any,
will be set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by the Company and the
Guarantors against certain liabilities, including liabilities under the
Securities Act. Chemical Securities Inc., Citicorp Securities, Inc., Morgan
Stanley & Co. Incorporated and/or other underwriters named in the Prospectus
Supplement may act as managing underwriter with respect to an offering of
Securities effected through underwriters. Only underwriters named in the
Prospectus Supplement are deemed to be underwriters in connection with the
Securities offered thereby, and if any of Chemical Securities Inc., Citicorp
Securities, Inc. and Morgan Stanley & Co. Incorporated is not named in the
Prospectus Supplement, it will not be a party to the underwriting agreement
relating to such Securities, it will not be purchasing any such Securities from
the Company in connection with such offering and it will have no direct or
indirect participation in the underwriting of such Securities, although it may
participate in the distribution of such Securities under circumstances where it
may be entitled to a dealer's commission.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale. Dealers
may be entitled, under agreements which may be entered into with the Company and
the Guarantors, to indemnification by the Company and the Guarantors against
certain liabilities, including liabilities under the Securities Act. The name of
the dealer and the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.
Offers to purchase Securities may be solicited directly by the Company and
sales thereof may be made by the Company directly to institutional investors or
others. The terms of any such sales, including the terms of any bidding or
auction process if utilized, will be described in the Prospectus Supplement
relating thereto.
If so indicated in the Prospectus Supplement relating to a series of
Securities which provides Holders with the option to cause the Company to repay
said Securities prior to maturity under specified circumstances, the Company,
Amoco and Amoco Company may reserve the right to elect, with respect to any
Securities which Holders have surrendered for repayment, to designate a
purchaser which will purchase the Securities at a price equal to their repayment
price. The purchaser may resell or otherwise dispose of the Securities so
purchased. By surrendering the Securities for repayment, the Holders consent to
sell the Securities to any such purchaser. If such purchaser fails to purchase
any Securities, the Company will repay the Securities on the specified repayment
date. If a purchaser is designated, the procedures for surrendering
33
<PAGE>
any Securities and for repayment will be determined by mutual agreement among
the Company, Amoco, Amoco Company, such purchaser, the Trustee and any paying or
escrow agent and will be set forth in the Prospectus Supplement.
The Securities may be publicly offered in Argentina only by the Company or
agents, underwriters or dealers registered as agents under Article 6(d) of
Argentine Law No. 17,811, as amended.
The place and time of delivery of the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus Supplement.
LEGAL OPINIONS
The validity of the Securities and Guarantees offered hereby will be passed
upon for the Company, Amoco and Amoco Company by Daniel B. Pinkert, General
Attorney-Corporate of Amoco and Vice President and Assistant Secretary of Amoco
Company. As of June 30, 1995, Mr. Pinkert owned directly or indirectly through
the Amoco Performance Share Plan, had interests in the Amoco Employee Savings
Plan for, and had options to purchase, an aggregate of approximately 14,719
shares of common stock of Amoco. The validity of the Securities and the
Guarantees will also be passed upon for the Company, Amoco and Amoco Company by
Perez Alati, Grondona, Benites, Arntsen & Martinez de Hoz (h), Argentine counsel
for the Company, Amoco and Amoco Company.
Certain matters of U.S. Federal and New York law regarding the issuance of
the Securities and Guarantees will be passed upon for underwriters and certain
other purchasers by Simpson Thacher & Bartlett (a partnership which includes
professional corporations), New York, New York. Simpson Thacher & Bartlett may
rely as to all matters of Indiana law upon the opinion of Mr. Pinkert. Certain
matters of Argentine law regarding the issuance of the Securities and the
Guarantees will be passed upon for underwriters and certain other purchasers by
Hope, Duggan & Silva, Buenos Aires, Argentina.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Amoco April 5, 1995 Form 8-K have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
34
<PAGE>
[LOGO]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration Fee.......................................................... $ 68,966
Fees and Expenses of Trustee and its Counsel.............................. 10,000
Printing and Engraving.................................................... 35,000
Fees of Argentine Counsel................................................. 45,000
Fees of Accountants....................................................... 100,000
Rating Agency Fees........................................................ 38,000
Partial Reimbursement of Underwriters' Expenses........................... 295,000
Miscellaneous............................................................. 33,034
---------
$ 625,000
---------
---------
<FN>
------------------------
* All amounts, other than the registration fee, are estimated and are subject to
future contingencies.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII, Section 6 of the Company's By-Laws provides that the Company
may indemnify officers and directors to the extent not inconsistent with the
laws of the State of Delaware. Article Ninth of Amoco Company's Certificate of
Incorporation provides for indemnification of officers, directors and others to
the extent permitted by Section 145 of the General Corporation Law of the State
of Delaware. Article VIII of Amoco's By-Laws provides for indemnification of
officers, directors, and others to the extent permitted by the Indiana Business
Corporation Law. Amoco maintains insurance policies under which officers,
directors, and others (including officers and directors of the Company and Amoco
Company) may be indemnified against certain losses arising from certain claims,
including claims under the Securities Act of 1933.
ITEM 16. EXHIBITS.
See Index to Exhibits on page II-7.
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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; and
(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 (1)(i) and
(1)(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 by any of the registrants 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
Securities Act of 1933, 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.
II-1
<PAGE>
(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.
(4) If any of the registrants is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the start of
any delayed offering or throughout a continuous offering.
Amoco and Amoco Company hereby further undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of said
registrants' annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, each registrant
has 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 a registrant of expenses incurred or
paid by a director, officer or controlling person of such registrant 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, each registrant 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 it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buenos Aires, Country of Argentina, on August 28,
1995.
AMOCO ARGENTINA OIL COMPANY
(Registrant)
By ROBERT A. SHEPPARD
--------------------------------------
Robert A. Sheppard,
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 28, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
------------------------------------------------------ --------------------------------------------
<C> <S>
ROBERT A. SHEPPARD * President and Legal Representative
----------------------------------------- (Principal Executive Officer)
(Robert A. Sheppard)
MARSHA C. WILLIAMS * Treasurer (Principal Financial Officer)
-----------------------------------------
(Marsha C. Williams)
J. E. RUTTER * Controller (Principal Accounting Officer)
-----------------------------------------
(J. E. Rutter)
J. C. BURTON * Director
-----------------------------------------
(J. C. Burton)
JERRY M. GROSS * Director
-----------------------------------------
(Jerry M. Gross)
D. H. WELCH * Director
-----------------------------------------
(D. H. Welch)
*By ROBERT A. SHEPPARD Individually and as Attorney-in-Fact
-----------------------------------------
(Robert A. Sheppard)
</TABLE>
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on August 28, 1995.
AMOCO CORPORATION
(Registrant)
By JOHN L. CARL
--------------------------------------
John L. Carl,
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 28, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
------------------------------------------------------ --------------------------------------------
<C> <S>
H. L. FULLER * Chairman of the Board, President, Chief
----------------------------------------- Executive Officer and Director (Principal
(H. L. Fuller) Executive Officer)
J. L. CARL * Executive Vice President and Chief Financial
----------------------------------------- Officer (Principal Financial Officer)
(J. L. Carl)
J. R. REID * Vice President and Controller (Principal
----------------------------------------- Accounting Officer)
(J. R. Reid)
L. D. THOMAS * Vice Chairman and Director
-----------------------------------------
(L. D. Thomas)
DONALD R. BEALL * Director
-----------------------------------------
(Donald R. Beall)
RUTH BLOCK * Director
-----------------------------------------
(Ruth Block)
JOHN H. BRYAN * Director
-----------------------------------------
(John H. Bryan)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
------------------------------------------------------ --------------------------------------------
<C> <S>
E. B. DAVIS, JR. * Director
-----------------------------------------
(E. B. Davis, Jr.)
RICHARD FERRIS * Director
-----------------------------------------
(Richard Ferris)
F. A. MALJERS * Director
-----------------------------------------
(F. A. Maljers)
ROBERT H. MALOTT * Director
-----------------------------------------
(Robert H. Malott)
W. E. MASSEY * Director
-----------------------------------------
(W. E. Massey)
MARTHA R. SEGER * Director
-----------------------------------------
(Martha R. Seger)
MICHAEL WILSON * Director
-----------------------------------------
(Michael Wilson)
R. D. WOOD * Director
-----------------------------------------
(R. D. Wood)
*By JOHN L. CARL Individually and as Attorney-in-Fact
-----------------------------------------
(John L. Carl)
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on August 28, 1995.
AMOCO COMPANY
(Registrant)
By W. R. HUTCHINSON
--------------------------------------
W. R. Hutchinson,
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 28, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
------------------------------------------------------ --------------------------------------------
<C> <S>
JOHN L. CARL * President and Director (Principal Executive
----------------------------------------- Officer)
(John L. Carl)
W. R. HUTCHINSON * Vice President, Treasurer and Director
----------------------------------------- (Principal Financial Officer)
(W. R. Hutchinson)
J. R. REID * Vice President and Controller (Principal
----------------------------------------- Accounting Officer)
(J. R. Reid)
DANIEL B. PINKERT * Vice President, Assistant Secretary and
----------------------------------------- Director
(Daniel B. Pinkert)
*By W. R. HUTCHINSON Individually and as Attorney-in-Fact
-----------------------------------------
(W. R. Hutchinson)
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------------ ---------------------------------------------------------------------------------------------------
<C> <C> <S>
*1 -- Form of Underwriting Agreement and Standard Provisions for Underwriting Agreement.
*4(a) -- Form of Indenture to be entered into among the Company, Amoco, Amoco Company, The Chase Manhattan
Bank (National Association), as Trustee, Co-Registrar and Principal Paying Agent and The Chase
Manhattan Bank, N.A. (Buenos Aires), as Registrar and Paying Agent.
*4(b) -- Form of Registered Security (contained as part of Exhibit 4(a)).
*4(c) -- Certificate of Incorporation of the Company.
*4(d) -- By-laws of the Company.
*5(a) -- Opinion and consent of U.S. counsel to the Company, Amoco and Amoco Company.
*5(b) -- Opinion and consent of Perez Alati, Grondona, Benites, Arntsen & Martinez de Hoz (h), Argentine
counsel to the Company, Amoco and Amoco Company.
12(a) -- Statement re: Computation of Ratios of Earnings to Fixed Charges for the Company.
12(b) -- Statement re: Computation of Ratios of Earnings to Fixed Charges for Amoco. (Incorporated by
reference from Amoco June 30, 1995 Form 10-Q and Amoco 1994 Form 10-K.)
12(c) -- Statement re: Computation of Ratios of Earnings to Fixed Charges for Amoco Company. (Incorporated
by reference from Amoco Company's Quarterly Report on Form 10-Q for the period ended June 30, 1995
and Amoco Company's Annual Report on Form 10-K for the year ended December 31, 1994.)
23(a) -- Consent of Price Waterhouse LLP.
*23(b) -- Consents of Counsel (contained as part of Exhibits 5(a) and 5(b)).
*24 -- Powers of Attorney.
*25 -- Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture Act of 1939 of The
Chase Manhattan Bank (National Association) (bound separately).
</TABLE>
------------------------
*Previously filed.
II-7
<PAGE>
Exhibit 1
UNDERWRITING AGREEMENT
-------------
MEDIUM-TERM NOTE PROGRAM
__________ __, 199_
Amoco Argentina Oil Company,
Argentine Branch
Maipu 942
Buenos Aires, Argentina 1340
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Amoco Company
200 East Randolph Drive
Chicago, Illinois 60601
Dear Sirs:
We (the "Manager") are acting on behalf of the underwriter or underwriters
(including ourselves) named below (such underwriter or underwriters being herein
called the "Underwriters"), and we understand that Amoco Argentina Oil Company,
a Delaware corporation, acting through its Argentine Branch (the "Company"),
proposes to issue and sell U.S. $_____ of its ___% Negotiable Obligations due
_______ (the "Securities"), which are to be unconditionally guaranteed as to
payments of principal, premium, if any, and interest, if any (the "Guarantees"),
by Amoco Corporation, an Indiana corporation, and Amoco Company, a Delaware
corporation (together, the "Guarantors"). The Securities will be issued
pursuant to the provisions of an Indenture, dated as of ______ __, 1995 (the
"Indenture"), among the Company, the Guarantors and The Chase Manhattan Bank
(National Association), as Trustee (the "Trustee"), Co-Registrar and Principal
Paying Agent, and The Chase Manhattan Bank, N.A. (Buenos Aires), as Registrar
and Paying Agent.
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell, the Guarantors agree to guarantee,
and the Underwriters agree to purchase, severally and not jointly, the
respective principal amount of Securities set forth below opposite their names
at a purchase price of ___% of the principal amount of Securities, plus accrued
interest, if any, from [Date of Securities] to the date of payment and delivery:
<PAGE>
2
PRINCIPAL AMOUNT OF
NAME SECURITIES
---- ----------
[Chemical Securities Inc.] . . . . . . . . . . U.S. $
[Citicorp Securities, Inc.] . . . . . . . . . U.S. $
[Morgan Stanley & Co. Incorporated] . . . . . U.S. $
--------------
Total . . . . . . . . . . . . . . . . . U.S. $
--------------
--------------
The Underwriters will pay for the Securities upon delivery thereof at
[office] at a.m. (New York City time) on ____________ __, 199_, or at such
other time, not later than [5:00 p.m.] (New York City time) on _________, 199_,
as shall be designated by the Manager. The time and date of such payment and
delivery are hereinafter referred to as the Closing Date.
The Securities shall have the terms set forth in the Prospectus, dated
________, 199_, and the Prospectus Supplement, dated ________, 199_, including
the following:
TERMS OF SECURITIES
TITLE:
___% Negotiable Obligations due ___________________
AGGREGATE PRINCIPAL AMOUNT:
U.S. $_______________
PRICE TO PUBLIC:
__% of the principal amount of the Securities, plus accrued interest, if
any, from ________ to _________ [and accrued amortization, if any, from
_________ to __________].
PURCHASE PRICE BY UNDERWRITERS:
__% of the principal amount of the Securities, plus accrued interest, if
any, from _________ to _________ [and accrued amortization, if any, from
________ to _________].
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
INDENTURE:
Indenture dated __________ __, 1995, among the Company, the Guarantors, The
Chase Manhattan Bank (National Association), as Trustee, Co-Registrar and
Principal Paying Agent, and The
<PAGE>
3
Chase Manhattan Bank, N.A. (Buenos Aires), as Registrar and Paying Agent
MATURITY DATE:
INTEREST RATE:
[ %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES:
_________ and _________ commencing __________, (Interest accrues from
________, _________)
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 U.S.
$_________ or an integral multiple thereof, [on or after ________, _______
at the following redemption prices (expressed in percentages 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.]
If Additional Amounts (as defined in the Indenture) shall become payable
with respect to the Securities, the Securities shall be redeemable upon
the terms and conditions set forth in the Indenture.
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
<PAGE>
4
[The Securities are entitled to the benefit of a sinking fund to retire
U.S. $_________ principal amount of Securities on _________ in each of the
years ________ through ________ at 100% of their principal amount plus
accrued interest] [, together with [cumulative] [noncumulative]
redemptions at the option of the Company to retire an additional U.S.
$_________ principal amount of Securities in the years _______ through
________ at 100% of their principal amount plus accrued interest].
[If Securities are extendible debt securities, insert--
EXTENDIBLE 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].]
[If Securities are Floating Rate debt securities, insert--
FLOATING RATE PROVISIONS:
Initial annual interest rate will be ___% through _____ [and thereafter
will be adjusted [monthly] [on each _____, _____, ____ and _____] [to an
annual rate of ___% above the average rate for ______-year [month]
[securities] [certificates of deposit] issued by _______ and ______
[insert names of banks],] [and the annual interest rate [thereafter]
[from ________ through ________] will be the interest yield equivalent of
the weekly average per annum market discount rate for ____-month Treasury
bills plus ___% of Interest Differential (the excess, if any, of (i) then
current weekly average per annum secondary market yield for ___-month
certificates of deposit over (ii) then current interest yield equivalent
of the weekly average per annum market discount rate for ___-month
Treasury bills); [from _______ and ______ thereafter the rate will be the
then current interest yield equivalent plus ___% of Interest
Differential).]
DEFEASANCE PROVISIONS:
FORM AND DENOMINATION:
TIME OF DELIVERY:
<PAGE>
5
CLOSING LOCATION:
NAMES AND ADDRESSES OF MANAGER:
Manager:
Address for Notices, etc.
OTHER TERMS:
All provisions contained in the document entitled Amoco Argentina Oil
Company Underwriting Agreement Standard Provisions (Medium-Term Note Program),
dated ______ __, 1995 (the "Standard Provisions"), a copy of which is attached
hereto, are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except that if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control.
[Subject to Section 10 of the Standard Provisions, the Company and the
Guarantors each covenant and agree to reimburse the Underwriters for their
reasonable out-of-pocket expenses (including reasonable legal fees and expenses)
incurred in connection with the public offering of the Securities (other than
any advertising expenses or any transfer taxes on resale of the Securities by
them not provided for by Section 5(i) of the Standard Provisions) in an
aggregate amount not to exceed U.S. $____.]
<PAGE>
6
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
[CHEMICAL SECURITIES INC.]
[CITICORP SECURITIES, INC.]
[MORGAN STANLEY & CO. INCORPORATED]
[Acting severally on behalf of themselves
and the several Underwriters named herein]
By: [CHEMICAL SECURITIES INC.]
[CITICORP SECURITIES, INC.]
[MORGAN STANLEY & CO. INCORPORATED]
By:__________________________
Name:
Title:
Accepted: ________ __, 199_
AMOCO ARGENTINA OIL COMPANY,
acting through its Argentine Branch
By:____________________________
Name:
Title:
Accepted: _________ __, 199_
AMOCO CORPORATION
By:____________________________
Name:
Title:
Accepted: ________ __, 199_
AMOCO COMPANY
By:____________________________
Name:
Title:
<PAGE>
AMOCO ARGENTINA OIL COMPANY
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(MEDIUM-TERM NOTE PROGRAM)
________ __, 1995
From time to time, Amoco Argentina Oil Company, a Delaware corporation,
acting through its Argentine Branch (the "Company"), and Amoco Corporation, an
Indiana corporation, and Amoco Company, a Delaware corporation (together, the
"Guarantors"), may enter into one or more underwriting or other agreements that
provide for the sale of designated securities, guaranteed by the Guarantors, to
the several underwriters named therein. The standard provisions set forth
herein may be incorporated by reference in any such underwriting agreement (an
"Underwriting Agreement"). The Underwriting Agreement, including the provisions
incorporated therein by reference, is herein sometimes referred to as this
Agreement. Terms defined in the Underwriting Agreement are used herein as
therein defined.
The Company and the Guarantors have filed with the Securities and Exchange
Commission (the "Commission") a registration statement (No. 33-____), including
a prospectus, relating to the Securities and to the unconditional guarantee by
the Guarantors of payment of principal, premium, if any, and interest, if any
(the "Guarantees"), and have filed with, or transmitted for filing to, or shall
promptly hereafter file with or transmit for filing, to, the Commission a
prospectus supplement (the "Prospectus Supplement") specifically relating to the
Securities and related Guarantees pursuant to Rule 424 under the Securities Act
of 1933, as amended (the "Securities Act"). The term "Registration Statement"
means the registration statement referred to above, including the exhibits
thereto, as amended to the date of this Agreement. The term "Basic Prospectus"
means the prospectus included in the Registration Statement. The term
"Prospectus" means the Basic Prospectus together with the Prospectus Supplement.
The term "preliminary prospectus" means a preliminary prospectus supplement
specifically relating to the Securities and the Guarantees, together with the
Basic Prospectus. As used herein, the terms "Basic Prospectus", "Prospectus"
and "preliminary prospectus" shall include in each case the documents, if any,
incorporated by reference therein. The terms "supplement", "amendment" and
"amend" as used herein shall include all documents deemed to be incorporated by
reference in the Prospectus that are filed subsequent to the date of the Basic
Prospectus by the Company and the Guarantors with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
<PAGE>
2
1. REPRESENTATIONS AND WARRANTIES. The Company and the Guarantors
represent and warrant to and agree with each of the Underwriters that:
(a) The Registration Statement has become effective under the
Securities Act; no stop order suspending the effectiveness of the
Registration Statement is in effect, and no proceedings for such purpose
are pending before or, to the knowledge of the Company and the Guarantors,
threatened by the Commission.
(b) A request for authorization of the public offering of the
Securities has been filed with the COMISION NACIONAL DE VALORES DE LA
REPUBLICA ARGENTINA (the "CNV"), and the CNV has granted, pursuant to
Resolution No. ______, the authorization of the public offering of the
Securities in accordance with the laws of the Republic of Argentina, and
such authorization is in full force and effect as of the date hereof.
(c) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or
will comply when so filed in all material respects with the Exchange Act
and the applicable rules and regulations of the Commission thereunder,
(ii) the Registration Statement, when it became effective, did not
contain, and, as amended or supplemented, if applicable, will not contain,
any 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, (iii) the Registration Statement and the Prospectus
comply, and, as amended or supplemented, if applicable, will comply, in
all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (iv) the Prospectus does not
contain, and, as amended or supplemented, if applicable, will not contain,
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this Section 1(c) do not apply
(A) to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to any Underwriter furnished to
the Company and/or either Guarantor in writing by such Underwriter through
the Manager expressly for use therein or (B) to that part of the
Registration Statement that constitutes the Statement of Eligibility
(Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), of the Trustee.
(d) The Company has complied with all provisions of Section 517.075,
Florida Statutes (Chapter 92-198, Laws of Florida).
<PAGE>
3
(e) When the Securities have been duly executed, authenticated,
issued and delivered in the manner provided for herein and in the
Indenture, they will be "OBLIGACIONES NEGOCIABLES" issued in accordance
with Argentine Law No. 23,576, as amended by Argentine Law No. 23,962.
2. PUBLIC OFFERING. The Company and the Guarantors are advised by the
Manager that the Underwriters propose to make a public offering of their
respective portions of the Securities after the Underwriting Agreement has been
entered into in accordance with the terms of the Underwriting Agreement. The
terms of the public offering of the Securities are set forth in the Prospectus.
3. PURCHASE AND DELIVERY. Except as otherwise provided in this Section 3
or in the Underwriting Agreement, payment for the Securities shall be made at
the time and place set forth and in the funds specified in the Underwriting
Agreement, upon delivery to the Manager for the respective accounts of the
several Underwriters of the Securities, registered in such names and in such
denominations as the Manager shall request in writing not less than two full
business days prior to the date of delivery, with any transfer taxes payable in
connection with the transfer of the Securities to the Underwriters duly paid.
Delivery on the Closing Date of any Securities that are Securities in
bearer form shall be effected by delivery of a single temporary global Security
without coupons (the "Global Security") evidencing the Securities that are
Securities in bearer form to a common depositary for Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear System
("Euroclear"), and for Centrale de Livraison de Valeurs Mobilieres S.A.
("CEDEL") for credit to the respective accounts at Euroclear or CEDEL of each
Underwriter or to such other accounts as such Underwriter may direct. Any
Global Security shall be delivered to the Manager not later than the Closing
Date, against payment of funds to the Company in the net amount due to the
Company for such Global Security by the method and in the form set forth in the
Underwriting Agreement. The Company shall cause definitive Securities in bearer
form to be prepared and delivered in exchange for such Global Security in such
manner and at such time as may be provided in or pursuant to the Indenture;
provided, however, that the Global Security shall be exchangeable for definitive
Securities in bearer form only on or after the date specified for such purpose
in the Prospectus.
4. CONDITIONS TO CLOSING. The several obligations of the Underwriters
hereunder are subject to the following conditions:
(a) Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date,
(i) there shall not have occurred any downgrading, nor shall any
written notice have been given of any
<PAGE>
4
intended or potential downgrading in the rating accorded any of the Company's
securities or the Guarantors' securities by any "nationally recognized
statistical rating organization", as such term is defined for purposes of
Rule 436(g)(2) under the Securities Act; and
(ii) there shall have been no material adverse change (not in
the ordinary course of business) in the financial condition of either
Guarantor and its respective subsidiaries, taken as a whole, or the
Company and its subsidiaries, taken as a whole, from that set forth in
the Registration Statement and the Prospectus.
(b) The Manager shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of
each of the Company and the Guarantors, to the effect set forth in
clause (a)(i) above and to the effect that the representations and
warranties of each of the Company and the Guarantors contained in this
Agreement are true and correct as of the Closing Date and that the Company
and the Guarantors have complied with all of the agreements and satisfied
all of the conditions on their part to be performed or satisfied on or
before the Closing Date.
The officer signing and delivering such certificate may rely upon the
best of his or her knowledge as to proceedings threatened.
(c) The Manager shall have received on the Closing Date an opinion or
opinions of (i) U.S. counsel for the Company and the Guarantors (who may
be a senior internal counsel of Amoco Corporation), dated the Closing
Date, substantially in the form of Annex I hereto and (ii) Perez Alati,
Grondona, Benites, Arntsen & Martinez de Hoz (h), special Argentine
counsel for the Company and the Guarantors, dated the Closing Date,
substantially in the form of Annex II hereto. In rendering such opinions,
such counsel may rely as to all matters governed by New York law upon the
opinion of Simpson Thacher & Bartlett referred to in subsection (d) of
this Section.
(d) The Manager shall have received on the Closing Date an opinion or
opinions of (i) Simpson Thacher & Bartlett, special U.S. counsel for the
Underwriters and (ii) Hope, Duggan & Silva, special Argentine counsel for
the Underwriters, each dated the Closing Date, with respect to the
incorporation of the Company and the Guarantors, the validity of the
Indenture, the Securities, the Guarantees, the Registration Statement, the
Prospectus as amended or supplemented and other related matters as the
Manager 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. In rendering such opinion or opinions, Simpson
Thacher & Bartlett may rely as
<PAGE>
5
to all matters governed by Indiana law upon the opinion of U.S. counsel to
the Company and the Guarantors referred to in subsection (c) of this
Section.
(e) The Manager shall have received on the Closing Date one or more
letters, dated the Closing Date, in form and substance satisfactory to the
Manager, from the independent public accountants of the Company and the
Guarantors, containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters in similar
types of transactions with respect to the financial statements and certain
financial information contained in or incorporated by reference into the
Prospectus.
(f) The Registration Statement shall have become effective under the
Securities Act; no stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for such
purpose shall be pending before or, to the knowledge of the Company and
the Guarantors, threatened by the Commission.
(g) The CNV shall have granted authorization of the public offering
of the Securities in accordance with the laws of the Republic of
Argentina, and such authorization shall be in full force and effect.
5. COVENANTS OF THE COMPANY AND THE GUARANTORS. In further consideration
of the agreements of the Underwriters herein contained, the Company and the
Guarantors each covenant and agree as follows:
(a) To furnish the Manager, without charge, (i) one executed copy of
the Registration Statement (including exhibits thereto) and any
supplements and amendments thereto, (ii) as many conformed copies of the
Registration Statement (including exhibits thereto) and any supplements
and amendments thereto as the Manager may reasonably request and (iii),
during the period mentioned in paragraph (c) below, as many copies of the
Prospectus, any documents incorporated by reference therein and any
supplements and amendments thereto as the Manager may reasonably request.
(b) Before amending or supplementing the Registration Statement or
the Prospectus with respect to the Securities and Guarantees, to furnish
to the Manager a copy of each such proposed amendment or supplement.
(c) If, during such period after the first date of the public
offering of the Securities and Guarantees as in the opinion of counsel for
the Underwriters the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall occur
or condition exist as a result of which it is necessary to amend or
supplement the Prospectus in order to make the statements
<PAGE>
6
therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading, or if it is necessary to amend
or supplement the Prospectus to comply with law, forthwith to prepare,
file with the Commission and furnish, at their own expense, to the
Underwriters, either amendments or supplements to the Prospectus so that
the statements in the Prospectus as so amended or supplemented will not,
in the light of the circumstances when the Prospectus is delivered to a
purchaser, be misleading or so that the Prospectus, as amended or
supplemented, will comply with law.
(d) To endeavor to qualify the Securities and the Guarantees for
offer and sale under the securities or Blue Sky laws of such jurisdictions
as the Manager shall reasonably request and to maintain such qualification
for as long as the Manager shall reasonably request, provided that in
connection therewith, neither the Company nor either Guarantor shall be
required to qualify as a foreign corporation or to file a general consent
to service of process in any jurisdictions.
(e) To make generally available to their security holders as soon as
practicable an earning statement covering a twelve-month period beginning
on the first day of the first full fiscal quarter after the date of this
Agreement, which earning statement shall satisfy the provisions of
Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder.
(f) During the period beginning on the date of the Underwriting
Agreement and continuing to and including seven calendar days from the
date of the Underwriting Agreement, not to offer, sell, contract to sell
or otherwise dispose of (i) any debt securities of the Company or either
Guarantor substantially similar to the Securities or warrants to purchase
debt securities substantially similar to the Securities of the Company or
either Guarantor (other than (A) the Securities and (B) commercial paper)
or (ii) any guarantees of either Guarantor of debt securities (of the
Company or another issuer) which are substantially similar to the
Securities (other than (A) the Guarantees and (B) guarantees of commercial
paper of any subsidiary of the Company or either Guarantor), without the
prior written consent of the Manager.
(g) Whether or not any sale of Securities is consummated, to pay all
expenses incident to the performance of their respective obligations under
this Agreement, including: (i) the preparation and filing of the
Registration Statement and the Prospectus and all amendments and
supplements thereto (including the translation into Spanish of such
documents and the exhibits thereto in accordance with the rules and
regulations of the CNV), (ii) the preparation, issuance and delivery of
the Securities and the Guarantees,
<PAGE>
7
(iii) the fees and disbursements of the counsel and accountants of the
Company and the Guarantors and of the Trustee, Registrar, any co-registrar
and any paying agent and their respective counsel, (iv) the qualification
of the Securities and the Guarantees under foreign or state securities or
Blue Sky laws in accordance with the provisions of Section 5(d), including
filing fees and the fees and disbursements of counsel for the Underwriters
in connection therewith and in connection with the preparation of any Blue
Sky or Legal Investment Memoranda, (v) the printing and delivery to the
Underwriters in quantities as hereinabove stated of copies of the
Registration Statement and all amendments thereto and of the Prospectus
and any amendments or supplements thereto, (vi) any fees charged by rating
agencies for the rating of the Securities and (vii) the fees and expenses,
if any, incurred with respect to any filing with the National Association
of Securities Dealers, Inc. It is understood and agreed, however, that
except as provided in this Section, Section 7 and Section 10 hereof, the
Manager and Underwriters will pay all of their own costs and expenses,
including costs and expenses 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.
(h) In the case of the Company, to use the net proceeds received from
the issuance of the Securities in the manner specified in the Prospectus
under the caption "Use of Proceeds".
(i) To pay any stamp, transfer or other similar tax (including any
value added or similar tax) imposed by the Republic of Argentina in
connection with (i) the execution, delivery and performance of this
Agreement or the Indenture and (ii) the execution, authentication,
issuance, delivery and sale of the Securities or otherwise in connection
with the offering or distribution of the Securities.
(j) That any legal action, suit or proceeding brought by any
Underwriters, or any person who controls any Underwriters within the
meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, arising out of or based upon this Agreement or any of the
transactions or agreements contemplated herein may be instituted in any
U.S. Federal or state court in the Borough of Manhattan, New York City,
and the Company and the Guarantors irrevocably waive any objection which
they may now or hereafter have to the laying of venue of any such
proceeding or on the grounds of residence or domicile and any claim that
any such proceeding has been brought in an inconvenient forum, irrevocably
submit to the non-exclusive jurisdiction of any of such courts in any such
action, suit or proceeding and will not seek to have any such action, suit
or proceeding stayed or transferred on the basis of a claim that it has
been brought in an inconvenient forum.
<PAGE>
8
6. COVENANTS OF THE UNDERWRITERS. Each of the several Underwriters
represents and agrees with the Company that with respect to Securities sold
outside the United States or its possessions, it will comply with or observe any
restrictions or limitations set forth in the Prospectus on persons to whom, or
the jurisdictions in which, or the manner in which, the Securities may be
offered, sold, resold or delivered.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company and the Guarantors
jointly and severally agree to indemnify and hold harmless each Underwriter and
each person, if any, who controls such Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by any Underwriter
or any such controlling person in connection with investigating or defending any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or the Argentine version of any preliminary prospectus or the
Prospectus (as so amended or supplemented), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to any Underwriter furnished to the Company or either Guarantor in
writing by such Underwriter through the Manager expressly for use therein;
provided, however, that the Company and the Guarantors shall not be liable to
any Underwriter under the indemnity agreement in this paragraph (a) with respect
to any preliminary prospectus or the Argentine version of any preliminary
prospectus to the extent that any such loss, claim, damage or liability of such
Underwriter results from the fact that such Underwriter sold Securities to a
person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus (not including the documents
incorporated therein by reference) (or of the Prospectus (not including the
documents incorporated therein by reference) as then amended or supplemented) or
the Argentine version of the Prospectus (or the Prospectus as so amended or
supplemented), as the case may be, if the Company and/or either Guarantor had
previously furnished copies thereof to the Manager or such Underwriter.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company and the Guarantors, the directors of either, the
officers of either who sign the Registration Statement and any person
controlling the Company or either Guarantor within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company and the Guarantors to
<PAGE>
9
such Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company or either Guarantor in writing by such
Underwriter through the Manager expressly for use in the Registration Statement,
any preliminary prospectus, the Prospectus or any amendments or supplements
thereto or the Argentine version of any preliminary prospectus, the Prospectus
or any amendments or supplements thereto.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either paragraph (a) or (b) above, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel required to be admi
tted in that jurisdiction for the
purpose of complying with the local rules of judicial practice and procedure in
such jurisdiction) for all such indemnified parties. Such firm shall be
designated in writing by the Manager, in the case of parties indemnified
pursuant to paragraph (a) above, and by the Company and the Guarantors, in the
case of parties indemnified pursuant to paragraph (b) above. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reasons of such
settlement or judgment.
(d) To the extent the indemnification provided for in paragraph (a) or
(b) of this Section 7 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is
<PAGE>
10
appropriate to reflect the relative
benefits received by the Company and the Guarantors on the one hand and the
Underwriters on the other hand from the offering of the Securities 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 Company and the Guarantors on the one
hand and of the Underwriters on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company and the Guarantors on the one hand and the Underwriters
on the other hand in connection with the offering of the Securities shall be
deemed to be in the same respective proportions as the net proceeds from the
offering of such Securities (before deducting expenses) received by the Company
and the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of the
Prospectus Supplement, bear to the aggregate public offering price of the
Securities. The relative fault of the Company and the Guarantors on the one
hand and of the Underwriters on the other hand 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 and the Guarantors or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The
Underwriters' respective obligations to contribute pursuant to this Section 7
are several in proportion to the respective principal amounts of Securities they
have purchased hereunder, and not joint.
(e) The Company, the Guarantors and the Underwriters agree that it would
not be just or equitable if contribution pursuant to this Section 7 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 that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, 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 Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities and Guarantees underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages that
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
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 7 are
<PAGE>
11
not exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity; provided, however, that
this Section 7 supersedes any rights of indemnification previously given by the
Company or the Guarantors to the Manager or any underwriter in any engagement or
similar letter relating to the Securities.
8. TERMINATION. This Agreement shall be subject to termination, by
notice given by the Manager to the Company and the Guarantors, if after the
execution and delivery of the Underwriting Agreement and prior to the Closing
Date (i) trading generally shall have been suspended or materially limited on or
by, as the case may be, the New York Stock Exchange, (ii) a general moratorium
on commercial banking activities shall have been declared in Argentina or New
York City or New York State by Argentine, U.S. Federal or New York State
authorities, (iii) there shall have occurred any material outbreak or escalation
of hostilities or other national or international calamity or crisis of such
magnitude in its effect on the financial markets of the United States or
Argentina as, in the reasonable judgment of the Manager, will prevent or
materially impair the marketing of the Securities on the terms and in the manner
contemplated in the Prospectus or (iv) there shall have occurred any change, or
development involving a prospective change, in Argentine taxation or Argentine
securities law regulation affecting the Securities (other than as set forth in
the Prospectus) or the imposition by the United States or Argentina of exchange
controls, as, in any such case, in the reasonable judgment of the Manager, will
prevent or materially impair the marketing of the Securities on the terms and in
the manner contemplated in the Prospectus.
9. DEFAULTING UNDERWRITERS. If, on the Closing Date, any one or more of
the Underwriters shall fail or refuse to purchase Securities that it has or they
have agreed to purchase hereunder on such date, and the aggregate amount of
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase is not more than one-tenth of the aggregate amount of the
Securities to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the amount of Securities set forth
opposite their respective names in the Underwriting Agreement bears to the
aggregate amount of Securities set forth opposite the names of all such
non-defaulting Underwriters, or in such other proportions as the Manager may
specify, to purchase the Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; provided
that in no event shall the amount of Securities that any Underwriter has agreed
to purchase pursuant to this Agreement be increased pursuant to this Section 9
by an amount in excess of one-ninth of such amount of Securities without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter
or Underwriters shall fail or refuse to purchase Securities and the aggregate
amount of Securities with respect to which such default occurs is more than
one-tenth of the aggregate amount of Securities to be purchased on such date,
and arrangements
<PAGE>
12
satisfactory to the Manager and the Company and the Guarantors for the purchase
of such Securities are not made within 36 hours after such default, this
Agreement shall terminate without liability on the part of any non-defaulting
Underwriter or the Company or either Guarantor. In any such case either the
Manager or the Company and the Guarantors shall have the right to postpone the
Closing Date but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and in the Prospectus or
in any other documents or arrangements may be effected. Any action taken under
this paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.
10. DEFAULT BY COMPANY OR GUARANTORS. If this Agreement shall be
terminated by the Underwriters, or any of them, because of any failure or
refusal on the part of the Company or either Guarantor to comply with the terms
or to fulfill any of the conditions of this Agreement, or if for any reason the
Company or either Guarantor shall be unable to perform its respective
obligations under this Agreement, the Company and the Guarantors will reimburse
the Underwriters or such Underwriters as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including the
fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement or the offering of the Securities
and Guarantees, but the Company and the Guarantors shall then be under no
further liability to any Underwriter with respect to such Securities and
Guarantees except as provided in Sections 5(g) and 7 hereof, and provided that
notwithstanding anything contained herein to the contrary, the Company and the
Guarantors shall not be under any liability to any Underwriter with respect to
the Securities or the Guarantees (including without limitation any out-of-pocket
expenses) if any Underwriter shall default on its obligation to purchase
Securities and such Securities (or any other Securities) shall not have been
purchased by another Underwriter under the terms of the Underwriting Agreement.
11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective indemnity
and contribution agreements and the representations, warranties and other
statements of the Company and the Guarantors, their respective officers and the
Underwriters set forth in this Agreement will remain in full force and effect,
regardless of any termination of this Agreement, any investigation made by or on
behalf of any Underwriter or the Company or either Guarantor or any of the
officers, directors or controlling persons referred to in Section 7 and delivery
of and payment for the Securities.
12. SUCCESSORS. This Agreement will enure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in Section 7, and no
other person will have any right or obligation hereunder.
<PAGE>
13
13. COUNTERPARTS. The Underwriting Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
15. HEADINGS. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
16. NOTICES. In all dealings hereunder, the Manager 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 the Manager.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Manager as set forth in the
Underwriting Agreement; if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Treasurer; and if to either Guarantor shall
be delivered or sent by mail, telex or facsimile transmission to the address of
such Guarantor set forth in the Registration Statement, Attention: Treasurer;
provided however, that any notice to an Underwriter pursuant to Section 7 hereof
shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in the Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company and the Guarantors by the Manager upon request. Any such statements,
requests, notices or agreements shall take effect upon receipt thereof.
17. ADDITIONAL AMOUNTS. If the compensation (including the Underwriters'
discount) or any other amounts to be received by the Underwriters under this
Agreement, as the direct result of entering into this Agreement, are subject to
any present or future taxes, assessments, deductions, withholdings or charges of
any nature enacted by Argentina or any political subdivision or taxing authority
thereof or therein ("Argentine Taxes") (other than Argentine Taxes otherwise
generally due and payable by the Underwriters on their respective income as a
result of their respective business operations, if any, in Argentina), then the
Company or either Guarantor shall pay to the Underwriters an additional amount
so that the Underwriters shall retain, after taking into consideration all such
Argentine Taxes, an amount equal to the amounts owed to them as compensation or
otherwise under this Agreement as if such amounts had not been subject to
Argentine Taxes. If any Argentine Taxes are collected by deduction or
withholding, the Company or either Guarantor shall provide to the
<PAGE>
14
Underwriters copies of documents evidencing the transmittal to the proper
authorities of the amount of Argentine Taxes deducted or withheld. The
foregoing agreement shall constitute a separate and independent obligation of
each of the Company and the Guarantors.
18. JUDGMENT CURRENCY. The Company and the Guarantors shall indemnify
each Underwriter against any loss incurred by it as a result of any judgment or
order being given or made and expressed and paid in a currency (the "Judgment
Currency") other than U.S. dollars and as a result of any variation as between
(i) the rate of exchange at which the U.S. dollar amount is converted into the
Judgment Currency for the purpose of such judgment or order and (ii) the spot
rate of exchange in New York City at which such Underwriter on the date of
payment of such judgment or order is able to purchase U.S. dollars with the
amount of the Judgment Currency actually received by such Underwriter. The
foregoing indemnity shall constitute a separate and independent obligation of
each of the Company and the Guarantors and shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid. The term "spot
rate of exchange" shall include any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, U.S. dollars.
19. MISCELLANEOUS. Time shall be of the essence of this Agreement. As
used herein "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
<PAGE>
Annex I
[FORM OF OPINION OF U.S. COUNSEL FOR
THE COMPANY AND THE GUARANTORS]
[DATE]
[NAMES AND ADDRESSES OF UNDERWRITERS]
Dear Sirs:
I am [Vice President and General Counsel] [General Attorney -
Corporate] [Attorney - Corporate] of Amoco Corporation, an Indiana corporation
("Amoco"). I have acted as U.S. legal counsel to Amoco Argentina Oil Company, a
Delaware corporation (the "Company"), Amoco and Amoco Company, a Delaware
corporation (together with Amoco, the "Guarantors") in connection with the
authorization and issuance by the Company, acting through its Argentine Branch,
of U.S. $_______ in principal amount of its ___% Negotiable Obligations due ____
(the "Securities"), unconditionally and irrevocably guaranteed by the Guarantors
(the "Guarantees"), to be issued pursuant to the provisions of the Indenture,
dated as of ________ __, 1995 (the "Indenture"), among the Company, the
Guarantors, The Chase Manhattan Bank (National Association), as trustee (the
"Trustee"), co-registrar and principal paying agent and The Chase Manhattan
Bank, N.A. (Buenos Aires), as registrar and paying agent. This opinion is
furnished to you pursuant to Section 4(c)(i) of the Amoco Argentina Oil Company
Underwriting Agreement Standard Provisions (Medium-Term Note Program), dated
________ __, 1995 (the "Standard Provisions"), between the several underwriters
(the "Underwriters") and the Company and the Guarantors, relating to the terms
and conditions of the sale by the Company and the purchase by the Underwriters,
severally, of debt securities to be issued pursuant to the Indenture. The
specific terms and conditions of the sale and purchase of the Securities are set
forth in the Underwriting Agreement, dated ________ __, 199_ (together with the
Standard Provisions, the "Underwriting Agreement"), between you, as Manager of
the Underwriters, and the Company and the Guarantors.
As such counsel, I have reviewed all action taken by the Company in
connection with the authorization of the Securities and the Guarantors in
connection with the authorization of the Guarantees; the Indenture; the
Registration Statement on Form S-3 (File No. 33- _____) filed by the Company and
the Guarantors with the Securities and Exchange Commission (the "Commission"),
as amended to the date of the Underwriting Agreement (the "Registration
Statement"); the prospectus included therein, as supplemented by the prospectus
supplement specifically relating to the Securities (collectively, the
"Prospectus") and the exhibits thereto and the documents incorporated by
reference therein; the Underwriting Agreement; and the execution of the
Securities, the
<PAGE>
2
Guarantees, the Underwriting Agreement and the Indenture. I have also made such
other legal and factual inquiries as I have determined advisable for the purpose
of this opinion, and I am, to the extent deemed advisable by me, basing this
opinion upon certificates satisfactory to me of one or more officers of the
Company and the Guarantors as to factual matters and on certain certificates and
assurances from public officials. I have assumed the authenticity of all such
certificates of public officials and the genuineness of all signatures thereon.
Terms used in this opinion letter which are not defined herein but
which are defined, either directly or by cross reference, in the Indenture are
used herein with the respective meanings assigned to such terms in the
Indenture.
I am qualified to practice law in the State of Illinois, and the
opinions hereinafter expressed are limited to the internal laws of that State,
the Business Corporation Law of the State of Indiana, the General Corporation
Law of the State of Delaware, and the Federal law of the United States of
America. As to all matters relating to New York law, I have relied for purposes
of this opinion on the opinion delivered to you this date in connection with the
Indenture by Simpson Thacher & Bartlett, special U.S. counsel to the
Underwriters, and my opinion is subject to the exceptions and qualifications set
forth therein.
Based upon, and subject to, the foregoing, and subject to the
qualifications set forth herein, I am of the opinion that:
1. The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware; and each
of the Guarantors has been duly incorporated and is a corporation in existence
under the laws of its respective jurisdiction of incorporation. The Company and
the Guarantors have the corporate power and authority to own or lease their
properties and conduct their businesses as described in the Registration
Statement and are duly qualified to do business as a corporation in good
standing in each jurisdiction in which, in my opinion, such qualification is
required, or if in any jurisdiction the Company or either of the Guarantors is
not so qualified, the failure to so qualify does not, considering all such cases
in the aggregate, involve a material risk to the business, properties, financial
condition or results of operations of the Company or either of the Guarantors
and their respective subsidiaries, taken as a whole.
2. Each of Amoco Chemical Company, Amoco Oil Company and Amoco
Production Company has been duly incorporated, is validly existing in good
standing under the laws of the jurisdiction of its incorporation and is duly
qualified to transact business and is in good standing in each jurisdiction in
which the conduct of its business or the ownership or leasing of its property is
material to such corporation and requires such qualification. All of the shares
of capital stock of each of Amoco Chemical Company, Amoco Oil Company and Amoco
Production Company have been duly and validly
<PAGE>
3
authorized and issued and are fully paid and non-assessable; and all of such
shares are owned by Amoco directly or indirectly free and clear of any lien,
security interest, claim or other encumbrance.
3. The Company and the Guarantors have the authorized capitalization
as set forth in the Registration Statement, and all of the issued shares of
capital stock of the Company and the Guarantors have been duly and validly
authorized and issued and are fully paid and non-assessable.
4. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company and the Guarantors.
5. The Securities have been duly authorized and executed by the
Company; and, when duly authenticated by the Trustee pursuant to the Indenture,
issued by the Company and delivered to and paid for by the Underwriters pursuant
to the Underwriting Agreement, the Securities will be valid and legally binding
obligations of the Company enforceable in accordance with their terms and
entitled to the benefits provided by the Indenture.
6. The Guarantees have been duly authorized and executed by the
Guarantors; and, when the Securities on which the Guarantees are endorsed have
been duly authenticated by the Trustee pursuant to the Indenture, issued by the
Company and delivered to and paid for by the Underwriters pursuant to the
Underwriting Agreement, the Guarantees will be valid and legally binding
obligations of the Guarantors enforceable in accordance with their terms and
entitled to the benefits provided in the Indenture.
7. The Indenture has been duly authorized, executed and delivered by
the Company and the Guarantors and, assuming due authorization, execution and
delivery thereof by the Trustee, constitutes a valid and legally binding
obligation of each of the Company and the Guarantors enforceable in accordance
with its terms; and the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act").
8. The issue and sale of the Securities, including the Guarantees,
and the compliance by the Company and the Guarantors with all of the provisions
of the Securities, the Guarantees, the Indenture and the Underwriting Agreement
and the consummation of the transactions therein contemplated will not conflict
with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any material indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument known to me to which or by which
the Company or either of the Guarantors is bound or to which any of the property
or assets of the Company or either of the Guarantors is subject, nor will such
actions result in any violation of the provisions of the Certificate of
Incorporation or By-Laws of the Company or the Articles or Certificate of
Incorporation or By-Laws of either of the Guarantors or any statute or, to my
knowledge, any order, rule
<PAGE>
4
or regulation of any court or governmental agency or body having jurisdiction
over the Company or either of the Guarantors or any of their respective
properties.
9. No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body of the United
States, any state in the United States or any political subdivision thereof
having jurisdiction over the Company or either of the Guarantors (other than
such as have been obtained under the Securities Act of 1933, as amended (the
"Securities Act"), and the Trust Indenture Act and qualification under state
securities or "Blue Sky" laws) is required for the issue and sale of the
Securities, including the Guarantees, or the consummation of the transactions
contemplated by the Underwriting Agreement or the Indenture.
10. To the best of my knowledge and other than as set forth in the
Prospectus, there are no legal or governmental proceedings pending to which the
Company or either of the Guarantors or any of their respective subsidiaries is
the subject which are reasonably likely to be determined adversely, and if
determined adversely to the Company or either of the Guarantors or any of their
respective subsidiaries, would individually or in the aggregate be reasonably
likely to have a material adverse effect on the business, properties, financial
condition or results of operations of either Guarantor and its subsidiaries,
taken as a whole; and, to the best of my knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by others.
11. Each document filed by either of the Guarantors pursuant to the
Securities Exchange Act of 1934 (except as to financial statements and other
financial and statistical data contained therein, as to which I do not express
an opinion) and incorporated by reference in the Prospectus complied when so
filed as to form in all material respects with such Act and the rules and
regulations thereunder. The Registration Statement and the Prospectus (except
as to financial statements and other financial and statistical data [and
Appendix A] contained therein, as to which I do not express an opinion) comply
as to form in all material respects with the Securities Act and the rules and
regulations thereunder and the Trust Indenture Act and the rules and regulations
thereunder.
12. The Registration Statement has become effective under the
Securities Act; any filing of the Prospectus made pursuant to Rule 424(b) under
the Securities Act has been made in the manner and within the time period
required by such Rule 424(b); and, to the best of my knowledge, no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or threatened by the
Commission.
<PAGE>
5
13. The statements made in the Prospectus under the caption
"Description of Securities", insofar as such statements purport to summarize
certain provisions of the Indenture, the Securities and the Guarantees, are
accurate in all material respects.
14. To the best of my knowledge, there are no contracts or other
documents of a character required to be filed as an exhibit to the Registration
Statement, incorporated by reference into the Prospectus or described in the
Registration Statement or the Prospectus which are not so filed, incorporated by
reference or described as required.
15. Nothing that has come to my attention in the course of my review
of the Registration Statement has caused me to believe that the Registration
Statement (except as to the financial statements and other financial and
statistical data contained therein, as to which I do not express an opinion or
belief) contained as of the date it became effective or as of the date of the
Underwriting Agreement, or contain as of the date and time of delivery of this
opinion, an untrue statement of a material fact or omitted or omits, as the case
may be, to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and nothing that has come to my
attention in the course of my review of the Prospectus has caused me to believe
that the Prospectus (except as to the financial statements and other financial
and statistical data therein, as to which I do not express an opinion or belief)
contained as of its date or as of the date of the Underwriting Agreement, or
contains as of the date and time of delivery of this opinion, an untrue
statement of a material fact or omitted or omits, as the case may be, to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and nothing that has
come to my attention in the course of my review of the Registration Statement
and the Prospectus has caused me to believe that any amendment to the
Registration Statement is required to be filed.
The opinions expressed in paragraphs 5, 6 and 7 above are subject to
the effects of bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law),
and an implied covenant of good faith and fair dealing.
This opinion is rendered solely for use by the addressee hereof in
connection with the transactions described herein and may not be relied upon by
any other person for any other purpose without my prior written consent.
<PAGE>
Annex II
[FORM OF OPINION OF ARGENTINE COUNSEL
FOR THE COMPANY AND THE GUARANTORS]
[DATE]
[NAMES AND ADDRESSES OF UNDERWRITERS]
Dear Sirs:
We have acted as special Argentine legal counsel to Amoco Argentina
Oil Company, a Delaware corporation (the "Company") (including the Company's
branch in Argentina (the "Argentine Branch"), and Amoco Corporation, an Indiana
corporation, and Amoco Company, a Delaware corporation (together, the
"Guarantors"), in connection with the authorization and issuance by the Company,
acting through its Argentine Branch, of U.S. $_______ in principal amount of its
___% Negotiable Obligations due ____ (the "Securities"), unconditionally and
irrevocably guaranteed by the Guarantors (the "Guarantees"), to be issued
pursuant to the provisions of the Indenture, dated as of __________ __, 1995
(the "Indenture"), among the Company, the Guarantors, The Chase Manhattan Bank
(National Association), as trustee (the "Trustee"), co-registrar and principal
paying agent and The Chase Manhattan Bank, N.A. (Buenos Aires), as registrar and
paying agent. This opinion is furnished to you pursuant to Section 4(c)(ii) of
the Amoco Argentina Oil Company Underwriting Agreement Standard Provisions
(Medium-Term Note Program), dated ________ __, 1995 (the "Standard Provisions"),
between the several underwriters (the "Underwriters") and the Company and the
Guarantors, relating to the terms and conditions of the sale by the Company and
the purchase by the Underwriters, severally, of debt securities to be issued
pursuant to the Indenture. The specific terms and conditions of the sale and
purchase of the Securities are set forth in the Underwriting Agreement, dated
________ __, 199_ (together with the Standard Provisions, the "Underwriting
Agreement"), between the Underwriters and the Company and the Guarantors.
As such counsel, we have reviewed all action taken by the Company and
the Argentine Branch in connection with the authorization of the Securities and
the Guarantors in connection with the authorization of the Guarantees; the
Indenture; the Registration Statement on Form S-3 (File No. 33-______) filed by
the Company and the Guarantors with the U.S. Securities and Exchange Commission
(the "Commission"), as amended to the date of the Underwriting Agreement (the
"Registration Statements"); the prospectus included therein, as supplemented by
the prospectus supplement specifically relating to the Securities (collectively,
the "Prospectus") and the exhibits thereto and the documents incorporated by
reference therein; the Underwriting Agreement; and the execution of the
Securities, the Guarantees, the Underwriting
<PAGE>
2
Agreement and the Indenture. We have also made such other legal and factual
inquiries as we have determined advisable for the purpose of this opinion, and
we are, to the extent we deem advisable, basing this opinion upon certificates
satisfactory to us of one or more officers of the Company and the Guarantors as
to factual matters and on certain certificates and assurances from public
officials. We have assumed the authenticity of all such certificates of public
officials and the genuineness of all signatures thereon.
Terms used in this opinion letter which are not defined herein but
which are defined, either directly or by cross reference, in the Indenture are
used herein with the respective meanings assigned to such terms in the
Indenture.
We are qualified to practice law in Argentina, and the opinions
hereinafter expressed are limited solely to the laws of Argentina as in effect
on the date hereof.
Based upon, and subject to, the foregoing, and subject to the
qualifications set forth herein, we are of the opinion that:
1. The Argentine Branch has been registered as an Argentine Branch
with the Public Registry of Commerce on November 25, 1958, under number 60, page
(folio) 60, book 50, volume B of foreign by-laws and, in connection with a
change of its name to its present name, on November 24, 1969 under number 62,
page (folio) 95, book 51, volume B of foreign by-laws. The Argentine Branch has
the power and authority to own its properties and conduct its business as
described in the Prospectus.
2. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company, acting through the Argentine Branch; and, assuming
that the Underwriting Agreement has been duly authorized, executed and delivered
by each of the Company and the Guarantors under the laws of its jurisdiction of
incorporation and the State of New York and assuming, further, that it
constitutes a valid and legally binding obligation of each of the Company and
the Guarantors under the laws of the State of New York, the Underwriting
Agreement constitutes a valid and legally binding obligation of each of the
Company and the Guarantors enforceable in accordance with its terms.
3. The Securities have been duly authorized and executed; and, when
duly authenticated by the Trustee, issued by the Company and delivered to and
paid for by the Underwriters pursuant to the Underwriting Agreement, and
assuming that the Securities have been duly authorized and executed by the
Company under the laws of the State of Delaware and the State of New York and
assuming, further, that the Securities constitute valid and legally binding
obligations of the Company under the laws of the State of New York, the
Securities are valid and legally binding obligations of the Company enforceable
in accordance with their terms and entitled to the benefits provided by the
Indenture.
<PAGE>
3
4. When the Securities on which the Guarantees are endorsed have
been duly authenticated by the Trustee pursuant to the Indenture, issued by the
Company and delivered to and paid for by the Underwriters pursuant to the
Underwriting Agreement and assuming that the Guarantees have been duly
authorized and executed by the Guarantors under the laws of their respective
jurisdictions of incorporation and the State of New York and assuming, further,
that the Guarantees constitute valid and legally binding obligations under the
laws of the State of New York, the Guarantees are valid and legally binding
obligations of the Guarantors enforceable in accordance with their terms and
entitled to the benefits provided in the Indenture.
5. The Indenture has been duly authorized, executed and delivered by
the Company, acting through the Argentine Branch; and, assuming that the
Indenture has been duly authorized, executed and delivered by each of the
Company and the Guarantors under the laws of its respective jurisdiction of
incorporation and the State of New York and assuming, further, that it
constitutes a valid and legally binding obligation of each of the Company and
the Guarantors under the laws of the State of New York, constitutes a valid and
legally binding obligation of each of the Company and the Guarantors enforceable
in accordance with its terms.
6. The Securities, the Guarantees and the Indenture conform to the
descriptions thereof in the Prospectus.
7. The Securities constitute "OBLIGACIONES NEGOCIABLES" issued in
accordance with Argentine Negotiable Obligations Law.
8. The issue and sale of the Securities, including the Guarantees,
and the compliance by the Company and the Guarantors with all of the provisions
of the Securities, the Guarantees, the Indenture, the Underwriting Agreement and
the consummation of the transactions therein contemplated will not conflict with
or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any material indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument known us to which or by which
the Company is bound or to which any of the property or assets of the Company is
subject, nor will such actions result in any violation of the provisions of any
statute or, to the best of our knowledge, any order, rule or regulation of any
court or governmental agency or body in Argentina having jurisdiction over the
Company or any of its properties.
9. No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body in Argentina
having jurisdiction over the Company or either Guarantor (other than such as
have been obtained and are in full force and effect under the Argentine Public
Offerings Law No. 17,811, as amended, is required for the issue and sale of the
Securities, including the Guarantees, or the consummation of the transactions
contemplated by the Underwriting Agreement or the Indenture.
<PAGE>
4
10. To the best of our knowledge and other than as set forth in the
Prospectus, there are no legal or governmental proceedings pending in any court
or governmental agency or body in Argentina to which the Company or its
Argentine Branch is the subject which are reasonably likely to be determined
adversely, and if determined adversely to the Company or its Argentine Branch,
would individually or in the aggregate be reasonably likely to have a material
adverse effect on the business, properties, financial condition or results of
operations of the Company; and, to the best of my knowledge, no such proceedings
are threatened or contemplated by Argentine governmental authorities or
threatened by others.
11. The Contract (No. 7524), dated July 21, 1958, and the Petroleum
Transportation Contract, dated October 24, 1961, each as amended to the date
hereof, between Yacimientos Petroliferos Fiscales (predecessor to YPF Sociedad
Anonima) and the Company have been duly authorized, executed and delivered by
each of the parties thereto and constitute valid and legally binding obligations
of each of the parties thereto enforceable in accordance with their terms,
subject to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equitable principles.
12. The statements in the Prospectus under the captions entitled
"Taxation--Argentine Taxation", Appendix A--"General", Appendix A--"Business",
Appendix A--"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Appendix A--"Regulation", insofar as such statements
constitute a summary of provisions of Argentine legal and regulatory matters or
legal conclusions with respect thereto, fairly present, in all material
respects, the information with respect to such legal and regulatory matters
therein described.
13. The indemnification and contribution provisions of the
Underwriting Agreement do not contravene Argentine law or public policy.
14. Neither the Company, its Argentine Branch nor any of its property
or assets is entitled to immunity from suit, execution, attachment or other
legal process in Argentina.
15. It is not necessary under the laws of Argentina that any of the
holders of the Securities be licensed, qualified or entitled to carry on
business in Argentina by reason of the execution, delivery, performance or
enforcement of the Underwriting Agreement, the Indenture, the Securities or the
Guarantees, even though as persons not resident in Argentina they may be
required in judicial proceedings to give a guarantee in order to secure payment
of legal costs and fees in the event that the final decision obliges such
persons to pay those fees and costs.
16. The Company has not taken any action nor have any other steps
been taken or legal proceedings been started or, to the
<PAGE>
5
best of my knowledge, threatened against the Company for the de-registration
under Argentine law of the Argentine Branch.
17. The Argentine courts will recognize the choice of law provisions
of the Underwriting Agreement, the Indenture, the Securities and the Guarantees.
18. Each of the Underwriting Agreement, the Indenture, the
Securities, the Guarantees and any other document required to be furnished
hereunder or thereunder is in proper legal form under the laws of Argentina for
the enforcement thereof against the Company and the Guarantors in Argentina
without further action on the part of the Underwriters or the Trustee (provided
that an official Spanish translation of any agreement is required to bring an
action thereon in the courts of Argentina); and to ensure the legality,
validity, enforceability, priority or admissibility in evidence in Argentina of
any of the Underwriting Agreement, the Indenture, the Securities, the Guarantees
or any other document required to be furnished hereunder or thereunder, it is
not necessary that the Underwriting Agreement, the Indenture, the Securities,
the Guarantees or any such document be submitted to, filed or recorded with any
court or other authority in Argentina or that any stamp, charge or tax be paid
on or in respect of any of the Underwriting Agreement, the Indenture, the
Securities, the Guarantees or any such document (other than a court tax, which
at the date hereof is 3% of the amount so claimed in conformity with Article 2
of Law No. 23, 898) with respect to the institution of any judicial proceeding
to enforce in the City of Buenos Aires, Argentina the Underwriting Agreement,
the Indenture, the Securities, the Guarantees or any such document.
19. The submission by the Company and the Guarantors to the
jurisdiction of the U.S. Federal or state courts sitting in New York City set
forth in the Underwriting Agreement, the Indenture and the Securities constitute
valid and legally binding obligations of the Company and the Guarantors and
service of process effected in a manner which is valid under the laws of the
State of New York will be effective, insofar as Argentine law is concerned, to
confer valid personal jurisdiction over the Company and the Guarantors.
20. Any judgment obtained in a U.S. Federal or state court of
competent jurisdiction sitting in New York City arising out of or in relation to
the obligations of the Company or either of the Guarantors under the
Underwriting Agreement, the Indenture, the Securities or the Guarantees, would
be enforced against the Company or either of the Guarantors, as the case may be,
in the courts of Argentina, PROVIDED, that the following requirements of Article
517 of Argentine Law No. 17,454, as amended by Argentine Law No. 22,434
(National Code of Civil and Commercial Procedure) are satisfied: (A) the
judgment, which must be final in the jurisdiction where rendered, was issued by
a court competent in accordance with the Argentine conflict of laws principles
regarding jurisdiction and resulted from a personal action, or an IN REM action
with respect to personal property which was transferred to
<PAGE>
6
Argentine territory during or after the prosecution of the foreign action, (B)
the defendant against whom enforcement of the judgment is sought was personally
served with the summons and, in accordance with due process of law, was given an
opportunity to defend against the foreign action, (C) the judgment must be valid
in the jurisdiction where rendered and its authenticity must be established in
accordance with the requirements of Argentine law, (D) the judgment does not
violate the principles of public policy of Argentine law and (E) the judgment is
not contrary to a prior or simultaneous judgment of an Argentine court; and, in
our view, no principle of public policy is violated by any provision of the
Underwriting Agreement, the Indenture, the Securities or the Guarantees.
21. Except as set forth in the Prospectus, there is no income, stamp
or other tax, duty, impost, deduction or other charge imposed (whether by
withholding or otherwise) by any government, court or governmental or regulatory
(including taxing) authority or body in Argentina (other than a court tax of up
to 3% of the amount in controversy imposed with respect to the institution of
any judicial proceeding to enforce in the City of Buenos Aires, Argentina the
Underwriting Agreement, the Indenture, the Securities or the Guarantees) on or
by virtue of the execution, delivery or performance by the Company or either of
the Guarantors of the Underwriting Agreement, the Indenture, the Securities, the
Guarantees or any of the other documents and instruments to be executed and
delivered by the Company or either of the Guarantors thereunder or the
enforcement thereof in a court sitting in the City of Buenos Aires, Argentina
against the Company or either of the Guarantors; and, assuming that the proceeds
from the sale of the Securities are used in the manner described in the
Prospectus under the caption "Use of Proceeds", the conditions of the Argentine
Negotiable Obligations Law will be satisfied with respect to the Securities.
22. Nothing that has come to our attention in the course of our
review of the Registration Statement has caused us to believe that the
Registration Statement (other than the financial statements and other financial
and statistical data contained therein, as to which we do not express an opinion
or belief) contained as of the date it became effective or as of the date of the
Underwriting Agreement, or contains as of the date and time of delivery of this
opinion, an untrue statement of a material fact or omitted or omits, as the case
may be, to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and nothing that has come to our
attention in the course of our review of the Prospectus has caused us to believe
that the Prospectus (other than the financial statements and other financial and
statistical data therein, as to which we do not express an opinion or belief)
contained as of its date or as of the date of the Underwriting Agreement, or
contains as of the date and time of delivery of this opinion, an untrue
statement of a material fact or omitted or omits, as the case may be, to state a
material fact necessary to make the statements therein, in the
<PAGE>
7
light of the circumstances under which they were made, not misleading.
The above opinions are subject to the following limitations,
qualifications and exceptions:
(a) the ability of the Argentine Branch to make payments in respect
of the Securities in non-Argentine currency (and the ability of any person to
remit out of Argentina the proceeds of any judgment award in non-Argentine
currency issued by a court in Argentina) will be subject to any exchange control
regulations which may be in effect at the time of payment (or such remittance);
however, we hereby advise you that there are no exchange control restrictions in
place as of the date hereof that would prohibit, limit or otherwise affect any
such payment or remittance;
(b) there is doubt as to whether Argentine courts would enforce in
all respects and in a timely manner against the Company, or any of its directors
or officers, judgments obtained in the United States courts predicated solely
upon the civil liability provisions of the federal securities laws of the United
States or enforce liabilities against the Company or such persons in original
actions brought in Argentine courts predicated solely upon the federal
securities laws of the United States;
(c) [the opinion expressed in paragraph 21 above is subject to the
qualification that the Underwriters could be subject to income and value added
tax to the extent that the Securities are sold in Argentina pursuant to the
Underwriting Agreement a
nd that the Trustee could be subject to such tax to the
extent that services under the Indenture are performed in Argentina]; and
(d) the opinions expressed in paragraphs 2, 3, 4 and 5 above are
subject to the effects of bankruptcy, insolvency, liquidation, reorganization
and other similar laws relating to or affecting the rights of creditors
generally, by general equitable principles and an implied covenant of good faith
and fair dealing.
We note that, in the case of bankruptcy declared against the Company
in Argentina, in addition to the preferential rights of any secured creditors,
certain unsecured creditors (including creditors having claims relating to
taxes, court related expenses, salaries and social security charges) are granted
a preferential treatment over the unsecured creditors, such as the holders of
the Securities; in addition, in such a case, the allowance of creditors whose
claims are payable outside Argentina and which do not belong to ("PERTENECIENTES
A") a foreign bankruptcy proceeding is conditional upon submission of evidence
that a creditor whose claim is payable in Argentina may, on a reciprocal basis,
be allowed and paid PARI PASSU in bankruptcy proceedings commenced in the
country where the claim of the former is payable, provided that if the Company
also is declared bankrupt outside Argentina, the creditors who belong to
(PERTENECIENTES A") the foreign bankruptcy will be entitled to claim only on the
balance of assets in Argentina left
<PAGE>
8
over once all the creditors in the Argentine bankruptcy proceeding have been
paid off.
This opinion is rendered solely for use by the addressees hereof in
connection with the transactions described herein and may not be relied upon by
any other person for any other purpose without our prior written consent.
<PAGE>
Exhibit 4(a)
AMOCO ARGENTINA OIL COMPANY,
ARGENTINE BRANCH
(AS ISSUER)
AND
AMOCO CORPORATION
(AS GUARANTOR)
AND
AMOCO COMPANY
(AS GUARANTOR)
AND
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(AS TRUSTEE, CO-REGISTRAR AND PRINCIPAL PAYING AGENT)
AND
THE CHASE MANHATTAN BANK, N.A. (BUENOS AIRES),
(AS REGISTRAR AND PAYING AGENT)
INDENTURE
DATED AS OF , 1995
PROVIDING FOR ISSUANCE OF
GUARANTEED NEGOTIABLE OBLIGATIONS IN SERIES
<PAGE>
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:
TRUST INDENTURE
ACT SECTION INDENTURE SECTION
--------------- -----------------
Section 310 (a)(1) 609
(a)(2) 609
(a)(3) Not Applicable
(a)(4) Not Applicable
(b) 608
610
Section 311 (a) 613
(b) 613
Section 312 (a) 701
702
(b) 702
(c) 702
Section 313 (a) 703
(b) 703
(c) 703
(d) 703
Section 314 (a) 704
(a)(4) 101
1004
(b) Not Applicable
(c)(1) 102
(c)(2) 102
(c)(3) Not Applicable
(d) Not Applicable
(e) 102
Section 315 (a) 601
(b) 602
(c) 601
(d) 601
(e) 514
Section 316 (a) 101
(a)(1)(A) 502
512
(a)(1)(B) 513
(a)(2) Not Applicable
(b) 508
(c) 104
Section 317 (a)(1) 503
(a)(2) 504
(b) 1003
Section 318 (a) 107
Note: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.
i
<PAGE>
TABLE OF CONTENTS
_____________
PAGE
----
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals of the Company, the Guarantors and the Trustee . . . . . . . . . . . 1
ARTICLE ONE
Definitions and Other Provisions
of General Application. . . . . . . . . . . . . 2
Section 101. Definitions. . . . . . . . . . . . . . . . . . . . . . . 2
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Additional Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Amoco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Amoco Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Argentine Branch. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Argentine Entity. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Authorized Newspaper. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Bearer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Board Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Certification Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CNV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Common Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Company Request" or "Company Order" and "Guarantor Request" or
"Guarantor Order. . . . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Adjusted Net Assets. . . . . . . . . . . . . . . . . . . . 5
Co-Registrar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Corporate Trust Office. . . . . . . . . . . . . . . . . . . . . . . . . 5
corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
coupon. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Depositary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Deputy General Manager. . . . . . . . . . . . . . . . . . . . . . . . . 6
Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Exchange Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Expiration Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ii
<PAGE>
PAGE
----
General Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
General Manager Resolution. . . . . . . . . . . . . . . . . . . . . . . 6
Global Registered Security. . . . . . . . . . . . . . . . . . . . . . . 6
Government Obligation . . . . . . . . . . . . . . . . . . . . . . . . . 6
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Guarantors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . 7
Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Mortgage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Negotiable Obligations Law. . . . . . . . . . . . . . . . . . . . . . . 7
Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 7
Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Original Issue Discount Security. . . . . . . . . . . . . . . . . . . . 8
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Place of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Predecessor Security. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Principal Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . 10
Producing Property. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Refining or Manufacturing Property. . . . . . . . . . . . . . . . . . . 10
Registered Security . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Restricted Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . 11
Sale and Lease-Back Transaction . . . . . . . . . . . . . . . . . . . . 11
Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Securities Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Security Register . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
United States" or "U.S" . . . . . . . . . . . . . . . . . . . . . . . . 12
Vice President. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 102. Compliance Certificates and Opinions . . . . . . . . . . 13
Section 103. Form of Documents Delivered to Trustee . . . . . . . . . 13
Section 104. Acts of Holders; Record Dates. . . . . . . . . . . . . . 14
Section 105. Notices, Etc., to Trustee, Company and
Guarantors. . . . . . . . . . . . . . . . . . . . . . . 17
Section 106. Notice to Holders of Securities;
Waiver; Language of Notices, Etc. . . . . . . . . . . . 18
iii
<PAGE>
PAGE
----
Section 107. Conflict with Trust Indenture Act. . . . . . . . . . . . 20
Section 108. Effect of Headings and Table of
Contents. . . . . . . . . . . . . . . . . . . . . . . . 20
Section 109. Successors and Assigns . . . . . . . . . . . . . . . . . 20
Section 110. Separability Clause. . . . . . . . . . . . . . . . . . . 20
Section 111. Benefits of Indenture. . . . . . . . . . . . . . . . . . 20
Section 112. Governing Law. . . . . . . . . . . . . . . . . . . . . . 20
Section 113. Consent to Jurisdiction and Service of
Process . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 114. Legal Holidays . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE TWO
Forms of Securities and Guarantees. . . . . . . . . . 22
Section 201. Forms Generally. . . . . . . . . . . . . . . . . . . . . 22
Section 202. Form of Face of Registered Security. . . . . . . . . . . 23
Section 203. Form of Reverse of Registered Security . . . . . . . . . 27
Section 204. Form of Legend for Global Registered
Securities. . . . . . . . . . . . . . . . . . . . . . . 33
Section 205. Form of Trustee's Certificate of
Authentication. . . . . . . . . . . . . . . . . . . . . 33
Section 206. Form of Guarantees . . . . . . . . . . . . . . . . . . . 33
Section 207. Securities in Global Form. . . . . . . . . . . . . . . . 37
ARTICLE THREE
The Securities. . . . . . . . . . . . . . . 38
Section 301. Amount; Issuable in Series . . . . . . . . . . . . . . . 38
Section 302. Denominations. . . . . . . . . . . . . . . . . . . . . . 43
Section 303. Execution, Authentication, Delivery and
Dating. . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 304. Temporary Securities . . . . . . . . . . . . . . . . . . 45
Section 305. Registration, Registration of Transfer
and Exchange. . . . . . . . . . . . . . . . . . . . . . 48
Section 306. Mutilated, Destroyed, Lost and Stolen
Securities and Coupons. . . . . . . . . . . . . . . . . 53
Section 307. Payment of Interest; Interest Rights
Preserved . . . . . . . . . . . . . . . . . . . . . . . 54
Section 308. Persons Deemed Owners. . . . . . . . . . . . . . . . . . 56
Section 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . 56
Section 310. Computation of Interest. . . . . . . . . . . . . . . . . 57
ARTICLE FOUR
Satisfaction and Discharge. . . . . . . . . . . . 57
Section 401. Satisfaction and Discharge of Indenture. . . . . . . . . 57
Section 402. Application of Trust Money . . . . . . . . . . . . . . . 58
iv
<PAGE>
PAGE
----
ARTICLE FIVE
Remedies . . . . . . . . . . . . . . . . 59
Section 501. Events of Default. . . . . . . . . . . . . . . . . . . . 59
Section 502. Acceleration of Maturity; Rescission
and Annulment . . . . . . . . . . . . . . . . . . . . . 60
Section 503. Collection of Indebtedness and Suits
for Enforcement by Trustee. . . . . . . . . . . . . . . 62
Section 504. Trustee May File Proofs of Claim . . . . . . . . . . . . 64
Section 505. Trustee May Enforce Claims Without
Possession of Securities. . . . . . . . . . . . . . . . 64
Section 506. Application of Money Collected . . . . . . . . . . . . . 65
Section 507. Limitation on Suits. . . . . . . . . . . . . . . . . . . 65
Section 508. Unconditional Right of Holders to
Receive Principal, Premium and Interest . . . . . . . . 66
Section 509. Restoration of Rights and Remedies . . . . . . . . . . . 66
Section 510. Rights and Remedies Cumulative . . . . . . . . . . . . . 67
Section 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . 67
Section 512. Control by Holders . . . . . . . . . . . . . . . . . . . 67
Section 513. Waiver of Past Defaults. . . . . . . . . . . . . . . . . 68
Section 514. Undertaking for Costs. . . . . . . . . . . . . . . . . . 68
Section 515. Currency Indemnity . . . . . . . . . . . . . . . . . . . 69
ARTICLE SIX
The Trustee . . . . . . . . . . . . . . . 69
Section 601. Certain Duties and Responsibilities. . . . . . . . . . . 69
Section 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . 70
Section 603. Certain Rights of Trustee. . . . . . . . . . . . . . . . 70
Section 604. Not Responsible for Recitals or
Issuance of Securities. . . . . . . . . . . . . . . . . 71
Section 605. May Hold Securities. . . . . . . . . . . . . . . . . . . 71
Section 606. Money Held in Trust. . . . . . . . . . . . . . . . . . . 72
Section 607. Compensation and Reimbursement . . . . . . . . . . . . . 72
Section 608. Conflicting Interests. . . . . . . . . . . . . . . . . . 73
Section 609. Corporate Trustee Required; Eligibility. . . . . . . . . 73
Section 610. Resignation and Removal; Appointment of
Successor . . . . . . . . . . . . . . . . . . . . . . . 73
Section 611. Acceptance of Appointment by Successor . . . . . . . . . 75
Section 612. Merger, Conversion, Consolidation or
Succession to Business. . . . . . . . . . . . . . . . . 76
Section 613. Preferential Collection of Claims
Against Company . . . . . . . . . . . . . . . . . . . . 77
Section 614. Appointment of Authenticating Agent. . . . . . . . . . . 77
v
<PAGE>
PAGE
----
ARTICLE SEVEN
Holders' Lists and Reports by Trustee,
Company and Guarantors. . . . . . . . . . . . . 79
Section 701. Company and Guarantors to Furnish
Trustee Names and Addresses of Holders. . . . . . . . . 79
Section 702. Preservation of Information;
Communications to Holders . . . . . . . . . . . . . . . 79
Section 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . 80
Section 704. Reports by Company and Guarantors. . . . . . . . . . . . 80
ARTICLE EIGHT
Consolidation, Merger, Sale or Conveyance. . . . . . . . 80
Section 801. Merger, Consolidation or Sale of Assets
by the Company. . . . . . . . . . . . . . . . . . . . . 80
Section 802. Successor Corporation to the Company . . . . . . . . . . 82
Section 803. Merger, Consolidation or Sale of Assets
by the Guarantors . . . . . . . . . . . . . . . . . . . 83
Section 804. Successor Corporation to the Guarantors. . . . . . . . . 83
Section 805. Opinion of Counsel to Be Given Trustee . . . . . . . . . 84
ARTICLE NINE
Supplemental Indentures . . . . . . . . . . . . 84
Section 901. Supplemental Indentures Without Consent
of Holders. . . . . . . . . . . . . . . . . . . . . . . 84
Section 902. Supplemental Indentures With Consent of
Holders . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 903. Execution of Supplemental Indentures . . . . . . . . . . 87
Section 904. Effect of Supplemental Indentures. . . . . . . . . . . . 88
Section 905. Conformity with Trust Indenture Act. . . . . . . . . . . 88
Section 906. Reference in Securities to Supplemental
Indentures. . . . . . . . . . . . . . . . . . . . . . . 88
ARTICLE TEN
Covenants. . . . . . . . . . . . . . . . 88
Section 1001. Payment of Principal, Premium,
Interest, and Additional Amounts. . . . . . . . . . . . 88
Section 1002. Maintenance of Office or Agency. . . . . . . . . . . . . 89
Section 1003. Provisions as to Paying Agent; Money
for Securities Payments to Be Held in
Trust; Return of Unclaimed Moneys . . . . . . . . . . . 91
Section 1004. Statement by Officers as to Default. . . . . . . . . . . 92
Section 1005. Limitation on Liens. . . . . . . . . . . . . . . . . . . 93
Section 1006. Limitation on Sale and Lease-Back
Transactions. . . . . . . . . . . . . . . . . . . . . . 96
Section 1007. Additional Amounts . . . . . . . . . . . . . . . . . . . 96
vi
<PAGE>
PAGE
----
Section 1008. Waiver of Certain Covenants. . . . . . . . . . . . . . . 99
ARTICLE ELEVEN
Redemption of Securities . . . . . . . . . . . . 99
Section 1101. Applicability of Article . . . . . . . . . . . . . . . . 99
Section 1102. Election to Redeem; Notice to Trustee. . . . . . . . . . 100
Section 1103. Selection by Trustee of Securities to
Be Redeemed . . . . . . . . . . . . . . . . . . . . . . 100
Section 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . 101
Section 1105. Deposit of Redemption Price. . . . . . . . . . . . . . . 102
Section 1106. Securities Payable on Redemption Date. . . . . . . . . . 102
Section 1107. Securities Redeemed in Part. . . . . . . . . . . . . . . 103
Section 1108. Tax Redemption.. . . . . . . . . . . . . . . . . . . . . 103
ARTICLE TWELVE
Sinking Funds. . . . . . . . . . . . . . . 104
Section 1201. Applicability of Article . . . . . . . . . . . . . . . . 104
Section 1202. Satisfaction of Sinking Fund Payments
with Securities . . . . . . . . . . . . . . . . . . . . 105
Section 1203. Redemption of Securities for Sinking
Fund. . . . . . . . . . . . . . . . . . . . . . . . . . 105
ARTICLE THIRTEEN
Defeasance and Covenant Defeasance. . . . . . . . . . 105
Section 1301. Company's Option to Effect Defeasance
or Covenant Defeasance. . . . . . . . . . . . . . . . . 105
Section 1302. Defeasance and Discharge . . . . . . . . . . . . . . . . 106
Section 1303. Covenant Defeasance. . . . . . . . . . . . . . . . . . . 106
Section 1304. Conditions to Defeasance or Covenant
Defeasance. . . . . . . . . . . . . . . . . . . . . . . 107
Section 1305. Deposited Money and Government
Obligations to Be Held in Trust;
Miscellaneous Provisions. . . . . . . . . . . . . . . . 109
Section 1306. Reinstatement. . . . . . . . . . . . . . . . . . . . . . 110
ARTICLE FOURTEEN
Guarantees. . . . . . . . . . . . . . . . 110
Section 1401. Guarantees . . . . . . . . . . . . . . . . . . . . . . . 110
Section 1402. Execution and Delivery of Guarantees . . . . . . . . . . 112
vii
<PAGE>
PAGE
----
ARTICLE FIFTEEN
Meeting of Holders of Securities . . . . . . . . . . 113
Section 1501. Purposes for Which Meetings May Be
Called. . . . . . . . . . . . . . . . . . . . . . . . . 113
Section 1502. Call, Notice and Place of Meetings . . . . . . . . . . . 113
Section 1503. Persons Entitled to Vote at Meetings . . . . . . . . . . 114
Section 1504. Quorum; Action . . . . . . . . . . . . . . . . . . . . . 114
Section 1505. Determination of Voting Rights; Conduct
and Adjournment of Meetings . . . . . . . . . . . . . . 115
Section 1506. Counting Votes and Recording Action of
Meetings. . . . . . . . . . . . . . . . . . . . . . . . 116
ARTICLE SIXTEEN
Immunity of Incorporators, Shareholders,
Officers and Directors. . . . . . . . . . . . . 117
Section 1601. Indenture and Securities Solely
Corporate Obligations . . . . . . . . . . . . . . . . . 117
Exhibits:
---------
Exhibit A - Form of Certification from Beneficial Owner of
Bearer Security . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Form of Certification from Euroclear and
Cedel S.A. . . . . . . . . . . . . . . . . . . . . . . . . . B-1
_____________________
Note: This table of contents shall not, for any purpose, be deemed to be
a part of the Indenture.
viii
<PAGE>
INDENTURE, dated as of __________, 1995, among AMOCO ARGENTINA OIL COMPANY,
a corporation duly organized and existing under the laws of the State of
Delaware, acting through its Argentine Branch (herein called the "Company"),
having its principal executive office at 200 East Randolph Drive, Chicago,
Illinois 60601 and its principal office in Argentina at Maipu 942 - Piso 19,
1340 Buenos Aires, Argentina, AMOCO CORPORATION, a corporation duly organized
and existing under the laws of the State of Indiana (herein called "Amoco"),
having its principal executive office at 200 East Randolph Drive, Chicago,
Illinois 60601, AMOCO COMPANY, a corporation duly organized and existing under
the laws of the State of Delaware (herein called "Amoco Company" and, together
with Amoco, the "Guarantors"), having its principal executive office at 200 East
Randolph Drive, Chicago, Illinois 60601, and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association duly organized and existing under
the laws of the United States, as Trustee (herein called the "Trustee"), as Co-
Registrar (herein called the "Co-Registrar"), and as Principal Paying Agent
(herein called the "Principal Paying Agent"), having its principal office at One
Chase Manhattan Plaza, New York, New York 10005 and THE CHASE MANHATTAN BANK,
N.A. (BUENOS AIRES), a corporation duly organized and existing under the laws of
the State of New York, as Registrar (herein called the "Registrar") and Paying
Agent (herein called the "Paying Agent"), having its principal office at Calle
Arenales 707, Piso 5, 1061 Buenos Aires, Argentina.
RECITALS OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its negotiable
obligations, to be issued in one or more series as in this Indenture provided
(herein called the "Securities"), in an aggregate principal amount of up to
U.S.$200,000,000 or the U.S. dollar equivalent in one or more foreign
currencies, as provided in Section 301.
The Company's authorized capital stock consists of 20 shares of Common
Stock, par value U.S.$50,000 per share. At December 31, 1994, the Company had
outstanding one share of Common Stock. At such date, the Company had a total
stockholder's equity of U.S.$______.
The corporate purpose of the Company is to establish, maintain, conduct and
carry on an oil, gas and mining business and to have and exercise all powers
conferred by the laws of the State of Delaware upon corporations organized under
such laws.
All things necessary to make the Securities, when duly authorized and
executed by the Company and authenticated by the Trustee and delivered and duly
issued by the Company, the valid obligations of the Company, and to make this
Indenture a valid agreement of the Company, in accordance with their and its
terms, have been done.
<PAGE>
2
The Guarantors have duly authorized the execution and delivery of this
Indenture to provide for the Guarantees by them with respect to the Securities
as set forth in this Indenture.
All things necessary to make the Guarantees, when duly authorized and
executed by the Guarantors and delivered hereunder, the valid obligations of the
Guarantors, and to make this Indenture a valid agreement of the Guarantors, in
accordance with their and its terms, have been done.
The Trustee has agreed to act as trustee under this Indenture on the
following terms and conditions.
The Trustee has reviewed the resolutions of the Board of Directors of the
Company and the resolutions of the General Manager of the Argentine Branch
adopted on __________, 1995 and _________, 1995, respectively, authorizing or
providing for the issuance of the Securities, and the resolutions of the Board
of Directors of Amoco and Amoco Company adopted on December 20, 1994 and
________, 1995, respectively, authorizing or providing for the issuance of the
Guarantees, and hereby confirms that the terms and conditions of such Securities
and Guarantees accurately reflect the terms of said resolutions.
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 agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:
ARTICLE ONE
Definitions and Other Provisions
of General Application
Section 101. DEFINITIONS.
For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;
(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principals in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect
to any
<PAGE>
3
computation required or permitted hereunder shall mean generally accepted
accounting principles in the United States as in effect at the date of
such computation;
(4) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case
may be, of this Indenture; and
(5) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.
"Act", when used with respect to any Holder, has the meaning specified in
Section 104.
"Additional Amounts" has the meaning specified in Section 1007.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Amoco" means the Person named as "Amoco" in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Amoco" shall mean such
successor Person.
"Amoco Company" means the Person named as "Amoco Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter "Amoco
Company" shall mean such successor Person.
"Argentina" means the Republic of Argentina, its territories and
possessions, and all areas subject to its jurisdiction.
"Argentine Branch" means the Company's branch in Argentina, registered as
an Argentine branch with the Argentine Public Registry of Commerce pursuant to
Article 118 of Argentine Law No. 19,550, as amended.
"Argentine Entity" means any Holder of Securities who is subject to Title
VI of the Argentine Income Tax Law (text of 1986 as restated), as amended from
time to time.
<PAGE>
4
"Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.
"Authorized Newspaper" means a newspaper, in the English language or in an
official language of the country of publication (including the Spanish language
in the case of Argentina), customarily published on each Business Day, whether
or not published on Saturdays, Sundays or holidays, and of general circulation
in the place in connection with which the term is used or in the financial
community of such place. Where successive publications are required to be made
in Authorized Newspapers, the successive publications may be made in the same or
in different newspapers in the same city meeting the foregoing requirements and
in each case on any Business Day.
"Bearer Security" means any Security in the form established pursuant to
Section 201 which is payable to bearer.
"Board of Directors", when used with reference to the Company, means the
board of directors or any duly authorized committee of such board and when used
with reference to a Guarantor, means the board of directors or any other duly
authorized committee of such board (including, in the case of Amoco, the
Executive Committee of such board).
"Board Resolution", when used with reference to the Company or either
Guarantor, means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company or such Guarantor, as the case may be, to
have been duly adopted by its respective board of directors (or any committee
included within the definition of such term) or pursuant to authority duly
delegated by its respective board of directors and to be in full force and
effect on the date of such certification.
"Business Day", when used with respect to any Place of Payment or other
place, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment or such other place,
as the case may be, are generally authorized or obligated by law or executive
order to close.
"Certification Date" means with respect to any Securities of a series the
earlier of (A) the Exchange Date with respect to such Securities, and (B) if the
first Interest Payment Date with respect to such Securities is prior to such
Exchange Date, such Interest Payment Date.
"CNV" means COMISION NACIONAL DE VALORES, the Argentine National
Securities Commission.
"Commission" means the U.S. Securities and Exchange Commission, from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this
<PAGE>
5
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.
"Common Depositary" has the meaning specified in Section 304.
"Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.
"Company Request" or "Company Order" and "Guarantor Request" or "Guarantor
Order" means a written request or order signed in the name of the Company or the
relevant Guarantor, as the case may be, (i) with respect to the Company, by the
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Assistant Secretary of the Company and by the
General Manager or any Deputy General Manager of the Argentine Branch, and
(ii) with respect to the relevant Guarantor, by the Chairman of the Board, the
Vice Chairman of the Board, the President or any Vice President and by the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Guarantor, and delivered to the
Trustee.
"Consolidated Adjusted Net Assets" means total assets of Amoco Company and
its consolidated subsidiaries less (i) their total prepaid and deferred charges
and (ii) their total current liabilities (excluding any portion thereof which
may by its terms be extended or renewed at the option of the obligor thereon to
a time more than 12 months after the time as of which the amount thereof is
being computed) all as included in the latest annual audited consolidated
balance sheet of Amoco.
"Co-Registrar" means the Person named as the "Co-Registrar" in the first
paragraph of this instrument until a successor Co-Registrar shall have become
such, and thereafter "Co-Registrar" shall mean such successor.
"Corporate Trust Office" means the principal office of the Trustee in The
City of New York at which at any particular time its corporate trust business
shall be administered.
"corporation" means a corporation, association, company, joint-stock
company or business trust.
"coupon" means any interest coupon appertaining to a Bearer Security.
"Covenant Defeasance" has the meaning specified in Section 1303.
"Debt" means any indebtedness for money borrowed.
<PAGE>
6
"Defaulted Interest" has the meaning specified in Section 307.
"Defeasance" has the meaning specified in Section 1302.
"Depositary" means, with respect to Registered Securities of any series
issuable in whole or in part in the form of one or more Global Registered
Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Registered Securities as contemplated
by Section 301.
"Deputy General Manager" means any officer of the Argentine Branch who
performs, or is entitled to perform, the functions of Deputy General Manager
pursuant to authority delegated by the General Manager.
"Euroclear" means the operator of the Euroclear System.
"Event of Default" has the meaning specified in Section 501.
"Exchange Act" means the U.S. Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.
"Exchange Date" has the meaning specified in Section 304.
"Expiration Date" has the meaning specified in Section 104.
"General Manager" means the legal representative of the Argentine Branch
in Argentina.
"General Manager Resolution", when used with reference to the Argentine
Branch, means a copy of a resolution certified by the General Manager or any
Deputy General Manager of the Argentine Branch to have been duly adopted by the
General Manager or any Deputy General Manager of the Argentine Branch and to be
in full force and effect on the date of such certification.
"Global Registered Security" means a Registered Security that evidences
all or part of the Registered Securities of any series and bears the legend set
forth in Section 204 (or such legend as may be specified as contemplated by
Section 301 for such Securities).
"Government Obligation" has the meaning specified in Section 1304.
"Guarantee" means any guarantee of a Security by the relevant Guarantor
endorsed on a Security authenticated and delivered pursuant to this Indenture
and shall include the Guarantee set forth in Section 1401.
"Guarantors" means the Persons named as the "Guarantors" in the first
paragraph of this instrument until one or more successor Persons shall have
become such pursuant to the applicable
<PAGE>
7
provisions of this Indenture, and thereafter "Guarantors" shall mean the
remaining Guarantor, if any, together with such successor Person or Persons.
"Holder", when used with respect to any Security, means in the case of a
Registered Security, the Person in whose name the Security (including the
Guarantee endorsed thereon) is registered in the Security Register and, in the
case of a Bearer Security, the bearer thereof and, when used with respect to any
coupon, means the bearer thereof.
"Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.
"Interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.
"Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.
"Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.
"Mortgage" means any mortgage, pledge, security interest or lien.
"Negotiable Obligations Law" means Argentine Law No. 23,576, as amended.
"Notice of Default" means a written notice of the kind specified in
Section 501(4).
"Officers' Certificate", (i) when used with respect to the Company, means
a certificate signed by the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary of
the Company and by the General Manager or any Deputy General Manager of the
Argentine Branch, and (ii) when used with respect to a Guarantor, means a
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President or any Vice President and by the Treasurer, any Assistant
Treasurer, the Controller, any Assistant Controller, the Secretary or any
Assistant Secretary of such
<PAGE>
8
Guarantor, and delivered to the Trustee; except, however, with respect to
Section 1004, the officer signing an Officer's Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting officer
of the Company or such Guarantor, as the case may be.
"Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or of counsel to the Company or either Guarantor, as the case may
be, or may be other counsel.
"Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.
"Outstanding", when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:
(1) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;
(2) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or either Guarantor)
in trust or set aside and segregated in trust by the Company or either
Guarantor (if the Company or such Guarantor, as the case may be, shall act
as a Paying Agent) for the Holders of such Securities; PROVIDED that, if
such Securities, or portions thereof, are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;
(3) Securities as to which Defeasance has been effected pursuant to
Section 1302; and
(4) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities
in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, or whether a quorum is present at a meeting of
Holders of Securities, (A) the principal amount of an Original Issue Discount
Security which shall be deemed to be Outstanding shall be the
<PAGE>
9
amount of the principal thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or determined
as contemplated by Section 301, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 301, of the
principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such Clause),
and (D) Securities owned by the Company, either Guarantor or any other obligor
upon the Securities or any Affiliate of the Company, either Guarantor or such
other obligor shall be disregarded and deemed not to be Outstanding for purposes
of such determination, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, or upon any such determination as to
the presence of a quorum, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding for purposes of such determination if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Securities and that the pledgee is not the Company,
either Guarantor or any other obligor upon the Securities or any Affiliate of
the Company, either Guarantor or such other obligor.
"Paying Agent" means the Person named as the "Paying Agent" in the first
paragraph of this instrument until a successor Paying Agent shall have become
such, and thereafter "Paying Agent" shall mean such successor, and any Person
authorized by the Company to pay the principal of, premium, if any, or interest
on any Securities on behalf of the Company, including the Principal Paying
Agent.
"Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Place of Payment", when used with respect to the Securities of any
series, means the Corporate Trust Office and such other place or places where,
subject to the provisions of Section 1002, the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.
"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed,
<PAGE>
10
lost or stolen Security, or a Security to which a mutilated, destroyed,
lost or stolen coupon appertains, shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or stolen Security or the Security to which
the mutilated, destroyed, lost or stolen coupon appertains, as the case may be.
"Principal Paying Agent" means the Person named as the "Principal Paying
Agent" in the first paragraph of this instrument until a successor Principal
Paying Agent shall have become such, and thereafter "Principal Paying Agent"
shall mean such successor.
"Producing Property" means any property interest of Amoco Company or any
Restricted Subsidiary in land located within the United States of America
considered by Amoco Company or the Restricted Subsidiary, as the case may be, to
be productive of crude oil, natural gas or other petroleum hydrocarbons in
paying quantities.
"Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.
"Redemption Price", when used with respect to any Security to be redeemed,
in whole or in part, means the price at which it is to be redeemed pursuant to
this Indenture.
"Refining or Manufacturing Property" means any refining or manufacturing
property of Amoco Company or any Restricted Subsidiary which is located within
the United States of America, other than any such property or portion thereof
which (a) in the opinion of the Board of Directors of Amoco Company is not of
material importance to the business of Amoco Company and its consolidated
subsidiaries as a whole, (b) is classified by the corporation which owns it as a
transportation or marketing facility or (c) is owned directly or indirectly by
Amoco Company or one or more of its Subsidiaries or by Amoco Company and one or
more of its Subsidiaries jointly or in common with others and the aggregate
interest therein of Amoco Company and its Subsidiaries does not equal at least
50%.
"Registered Security" means any Security in the form established pursuant
to Section 201 which is registered in the Security Register.
"Registrar" means the Person named as the "Registrar" in the first
paragraph of this instrument until a successor Registrar shall have become such,
and thereafter "Registrar" shall mean such successor.
"Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 301.
<PAGE>
11
"Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller within the corporate trust department or any other
officer of the Trustee within the corporate trust department customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.
"Restricted Subsidiary" means:
(1) each of the following corporations so long as the major
portion of its assets is located within the territorial limits of the
United States of America and its territorial possessions: Amoco Oil
Company (a Maryland corporation), Amoco Production Company (a Delaware
corporation) and Amoco Chemical Company (a Delaware corporation); and
(2) any other corporation (A) substantially all the assets of
which are located within the territorial limits of the United States
of America and its territorial possessions, (B) which has total assets
in excess of three percent (3%) of the total consolidated assets of
Amoco Company and its consolidated subsidiaries, as included in the
latest annual audited consolidated balance sheet of Amoco, and (C) of
which at least eighty percent (80%) of the outstanding stock having by
the terms thereof ordinary voting power to elect a majority of the
board of directors of such corporation (irrespective of whether or not
at the time stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned or
controlled by Amoco Company;
PROVIDED, HOWEVER, that the term "Restricted Subsidiary" shall not mean any
corporation (i) the principal operating properties of which consist of oil or
gas pipeline properties, (ii) the principal assets of which are stock or
indebtedness of corporations which conduct substantially all of their business
outside the territorial limits of the United States of America and its
territorial possessions or (iii) principally engaged in financing receivables,
making loans, extending credit or other activities of a character conducted by a
credit or acceptance company.
"Sale and Lease-Back Transaction" has the meaning specified in
Section 1006.
<PAGE>
12
"Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.
"Securities Act" means the U.S. Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.
"Security Register" means the books for the exchange, registration and
registration of transfer of Securities.
"Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee pursuant
to Section 307.
"Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or in a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.
"Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries of the Company or by the Company and one or more other
Subsidiaries of the Company. For the purposes of this definition, "voting
stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.
"Taxes" means any present or future taxes, duties, levies, or other
governmental charges of whatever nature.
"Trust Indenture Act" means the U.S. Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; PROVIDED, HOWEVER,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.
"Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder, and if at any time there
is more than one such Person, "Trustee" as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that series.
"United States" or "U.S". means the United States of America, its
territories and possessions, including the Commonwealth of Puerto Rico, and all
areas subject to its jurisdiction.
<PAGE>
13
"Vice President", when used with respect to the Company, either Guarantor
or the Trustee, means any vice president, whether or not designated by a number
or a word or words added before or after the title "vice president".
"Yield to Maturity" means the yield to maturity, calculated at the time of
issuance of a series of Securities or, if applicable, at the most recent
redetermination of interest on such series and calculated in accordance with
accepted financial practice.
Section 102. COMPLIANCE CERTIFICATES AND OPINIONS.
Upon any application or request by the Company or either Guarantor, as the
case may be, to the Trustee to take any action under any provision of this
Indenture, the Company or such Guarantor, as the case may be, shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company or such
Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.
Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (except for certificates provided for
in Section 1004) shall include,
(1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;
(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or
condition has been complied with; and
(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.
Section 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or
<PAGE>
14
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.
Any certificate or opinion of an officer of the Company or either
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or opinion
of counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company or such Guarantor stating that the information with respect to such
factual matters is in the possession of the Company or such Guarantor, unless
such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
Section 104. ACTS OF HOLDERS; RECORD DATES.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company or the Guarantors or each of them. Such instrument or
instruments and any record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 601) conclusive in favor of the
Trustee, the Company and the Guarantors, if made in
<PAGE>
15
the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.
(c) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, PROVIDED that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; PROVIDED that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 106.
The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to
<PAGE>
16
in Section 507(2) or (iv) any direction referred to in Section 512, in each case
with respect to Securities of such series (or all series, as the case may be).
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series (or all series, as the case may be) on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; PROVIDED that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series (or
all series, as the case may be) on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.
With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; PROVIDED that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.
Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.
(d) The ownership of Registered Securities shall be proved by the Security
Register.
<PAGE>
17
The principal amount and serial numbers of Bearer Securities held by any
Person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or
(2) such Bearer Security is produced to the Trustee by some other Person, or
(3) such Bearer Security is surrendered in exchange for a Registered Security,
or (4) such Bearer Security is no longer Outstanding. The principal amount and
serial numbers of Bearer Securities held by any Person, and the date of holding
the same, may also be proved in any other manner which the Trustee deems
sufficient.
(e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company or
either Guarantor in reliance thereon, whether or not notation of such action is
made upon such Security.
Section 105. NOTICES, ETC., TO TRUSTEE, COMPANY AND GUARANTORS.
Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder or by the Company or either Guarantor
shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Vice President or at the office of The Chase Manhattan Bank,
N.A. (Buenos Aires) at the address specified in the first paragraph of
this instrument, or
(2) the Company or either Guarantor by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid,
addressed, in the case of the Company, to it at the address of its
principal office specified in the first paragraph of this instrument, to
the attention of the General Manager of the Argentine Branch (or at any
other address previously furnished in writing to the
<PAGE>
18
Trustee by the Company), with a copy to each Guarantor (to the attention
of its Treasurer), and addressed, in the case of either Guarantor, to its
principal office specified in the first paragraph of this instrument, to
the attention of its Treasurer (or at any other address previously
furnished in writing to the Trustee by the Guarantor).
Section 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER; LANGUAGE OF NOTICES,
ETC.
Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event,
(1) such notice shall be sufficiently given to Holders of Registered
Securities (i) if in writing and mailed, first-class postage prepaid, to
each Holder of a Registered Security affected by such event, at the
address of such Holder as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice and (ii) if published on a
Business Day in an Authorized Newspaper in Argentina and, in the cases
required by Argentine law, in the OFFICIAL GAZETTE OF ARGENTINA in
accordance with such law, such published notice shall be given at least
twice, the first such publication to be not earlier than the earliest date
(if any), and not later than the latest date (if any), prescribed for the
giving of such notice; and
(2) such notice shall be sufficiently given to Holders of Bearer
Securities affected by such event (i) if published on a Business Day in an
Authorized Newspaper in The City of New York and in London, England, and
if the Securities of such series are then listed on the Luxembourg Stock
Exchange, in Luxembourg, and if the Securities of such series are then
listed on any other stock exchange outside the United States and such
stock exchange shall so require, in any other required city outside the
United States, and in such other city or cities as may be specified in
such Securities and, in the case of a Security in temporary global or
permanent global form, if delivered to Euroclear and Cedel S.A. for
communication by them to the Persons shown in their records as having
interests therein and (ii) if published on a Business Day in an Authorized
Newspaper in Argentina and, in the cases required by Argentine law, in the
OFFICIAL GAZETTE OF ARGENTINA in accordance with such law, such published
notice shall, in the case of clauses (i) and (ii), be given at least
twice, the first such publication to be not earlier than the earliest date
(if any), and not later than the latest date (if any), prescribed for the
giving of such notice.
In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice to Holders of
Registered Securities by mail, then such
<PAGE>
19
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder. In any case where notice
to Holders of Registered Securities is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder of a Registered Security shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the sufficiency of any
notice properly given as provided herein to Holders of Bearer Securities.
Notices to Holders given by mail will be deemed to have been validly given on
the fifth Business Day after the date of such mailing, and notices to Holders
published pursuant to clauses (1)(ii) and (2) of the first paragraph of this
Section 106 will be deemed to have been validly given on the Business Day which
is the date of the latest such publication.
In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities in a
particular city in Europe as provided in clause (2) of the first paragraph of
this Section 106, then such notification to Holders of Bearer Securities shall
be published as provided above in an Authorized Newspaper of general circulation
in Europe, or, if such publication shall also be impracticable, such
notification shall be given in such manner as shall be approved by the Trustee.
Any such notification shall constitute sufficient notice to such Holders for
every purpose hereunder.
In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Securities in Argentina as
provided in clause (1) or (2) of the first paragraph of this Section 106, then
such notification to Holders of Securities shall be given in such manner as
shall be approved by the Trustee. Any such notification shall constitute
sufficient notice to such Holders for every purpose hereunder.
Neither the failure to give notice by publication to Holders of Registered
Securities as provided above, nor any defect in any notice so published, shall
affect the sufficiency of any notice properly given as provided herein to
Holders of Bearer Securities. Neither the failure to give notice by publication
to Holders of Bearer Securities as provided above, nor any defect in any notice
so published, shall affect the sufficiency of any notice properly given as
provided herein to Holders of Registered Securities.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
<PAGE>
20
Any request, demand, authorization, direction, notice, consent, waiver or
other action required or permitted under this Indenture shall be in the English
language; PROVIDED, HOWEVER, that any published notice may be in an official
language of the country of publication; and, PROVIDED, FURTHER, that any such
action taken by any Holder domiciled in Argentina or by the Company in respect
of any Holder domiciled in Argentina or Holders of Bearer Securities shall
include a Spanish translation.
Section 107. CONFLICT WITH TRUST INDENTURE ACT.
If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the provision of the Trust Indenture Act shall control.
If any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act which may be so modified or excluded, such provision of the
Trust Indenture Act shall be deemed to apply to this Indenture as so modified or
to be excluded, as the case may be.
Section 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
Section 109. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Indenture by the Company and the
Guarantors shall bind their respective successors and assigns, whether so
expressed or not.
Section 110. SEPARABILITY CLAUSE.
In case any provision in this Indenture, the Securities or coupons or the
Guarantees shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
Section 111. BENEFITS OF INDENTURE.
Nothing in this Indenture, the Securities or coupons or the Guarantees,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders of Securities or coupons, any benefit
or any legal or equitable right, remedy or claim under this Indenture, the
Securities, coupons or Guarantees.
Section 112. GOVERNING LAW.
The Negotiable Obligations Law establishes the legal requirements
necessary for the Securities to qualify as "negotiable obligations". The
execution and delivery by the Argentine Branch
<PAGE>
21
of the Securities and any coupons shall be governed by the laws of Argentina.
All other matters in respect of the Securities, any coupons, the Guarantee and
this Indenture shall be governed by, and construed in accordance with, the laws
of the State of New York, United States.
Section 113. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
The Company (including the Argentine Branch) and the Guarantors
irrevocably submit to the non-exclusive jurisdiction of any court of the State
of New York or any United States Federal court sitting in the Borough of
Manhattan, The City of New York, United States, and any appellate court from any
thereof in respect of any suit, action or proceeding that may be brought in
connection with this Indenture, the Securities or the Guarantees. The Company
and the Guarantors irrevocably waive, to the fullest extent permitted by law,
any objection to any such suit, action or proceeding brought in such courts on
the grounds of venue, residence or domicile or on the ground that any such suit,
action or proceeding has been brought in an inconvenient forum. The Company and
each Guarantor agree that final judgment (after exhaustion of all appeals) in
any such suit, action or proceeding brought in such court shall be conclusive
and binding upon the Company or such Guarantor, as the case may be, and may be
enforced in any court to the jurisdiction of which the Company or such
Guarantor, as the case may be, is subject by a suit upon such judgment;
PROVIDED, that service of process is validly effected upon the Company or such
Guarantor, as the case may be. Notwithstanding the foregoing, any suit, action
or proceeding brought in connection with this Indenture, the Securities or the
Guarantees may be brought in any competent court in the City of Buenos Aires,
Argentina, unless any suit, action or proceeding cannot be brought or maintained
for any reason in the City of Buenos Aires, Argentina, in which case such suit,
action or proceeding may be instituted in any competent court in Argentina.
Section 114. LEGAL HOLIDAYS.
In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture, the Securities or
coupons or the Guarantees (other than a provision of any Security or coupon
which specifically states that such provision shall apply in lieu of this
Section)) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity.
<PAGE>
22
ARTICLE TWO
Forms of Securities and Guarantees
Section 201. FORMS GENERALLY.
The Registered Securities, if any, of each series shall be in
substantially the form set forth in this Article, or such other form as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, and the Bearer Securities, if any, of each series and
related coupons, if any, shall be in substantially such form (including
temporary or permanent global form) as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with applicable law or the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities or coupons as evidenced by
their execution of the Securities or coupons. If temporary Securities of any
series are issued in global form as permitted by Section 304, the form thereof
shall be established as provided in the preceding sentence. If the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities.
The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities or coupons, and subject to the
prior approval of the CNV where applicable.
<PAGE>
23
Section 202. FORM OF FACE OF REGISTERED SECURITY.
[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]
AMOCO ARGENTINA OIL COMPANY,
ARGENTINE BRANCH
(INCORPORATED AS A CORPORATION IN THE STATE OF DELAWARE, UNITED
STATES OF AMERICA UNDER THE LAWS OF THE STATE OF DELAWARE ON
SEPTEMBER 5, 1958, AND REGISTERED AS AN ARGENTINE BRANCH WITH THE
PUBLIC REGISTRY OF COMMERCE ON NOVEMBER 25, 1958, UNDER NUMBER 60,
PAGE (FOLIO) 60, BOOK 50, VOLUME B OF FOREIGN BY-LAWS AND ON NOVEMBER
24, 1969 UNDER NUMBER 62, PAGE (FOLIO) 95, BOOK 51, VOLUME B OF
FOREIGN BY-LAWS, HAVING ITS PRINCIPAL EXECUTIVE OFFICES AT 200 EAST
RANDOLPH DRIVE, CHICAGO, ILLINOIS 60601 AND ITS PRINCIPAL OFFICES IN
ARGENTINA AT MAIPU 942 - PISO 19, 1340 BUENOS AIRES, ARGENTINA)
U.S. $________________
___% NEGOTIABLE OBLIGATIONS DUE ____
Payment of Principal, Premium, if any,
[AND INTEREST, IF ANY,] Guaranteed by
AMOCO CORPORATION
and
AMOCO COMPANY
No._______________ U.S. $_____________
AMOCO ARGENTINA OIL COMPANY, a corporation duly organized and existing
under the laws of Delaware, acting through its Argentine Branch (herein called
the "Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_____________________, or registered assigns, the principal sum of _____ U.S.
dollars on ________* [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO 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 APPLICABLE, INSERT -- , PROVIDED THAT ANY PRINCIPAL AND PREMIUM, AND
ANY SUCH INSTALLMENT OF INTEREST, WHICH IS OVERDUE SHALL BEAR INTEREST AT THE
RATE OF ___% PER ANNUM (TO THE EXTENT THAT THE PAYMENT OF SUCH INTEREST SHALL BE
LEGALLY ENFORCEABLE), FROM THE DATES SUCH AMOUNTS ARE DUE UNTIL THEY ARE PAID OR
MADE AVAILABLE FOR PAYMENT, AND SUCH INTEREST SHALL BE PAYABLE ON DEMAND]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security
---------------
* Insert a maturity date of not less than 90 days nor more than 30 years
from the date of original issuance of the Securities of such series.
<PAGE>
24
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the ___________ or
___________ (whether or not 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 will 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 (or
one or more Predecessor Securities) 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 requirements 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 said 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 AND ANY OVERDUE PREMIUM SHALL
BEAR INTEREST AT THE RATE OF ___% PER ANNUM (TO THE EXTENT THAT THE PAYMENT OF
SUCH INTEREST SHALL BE LEGALLY ENFORCEABLE), FROM THE DATES SUCH AMOUNTS ARE DUE
UNTIL THEY ARE PAID OR MADE AVAILABLE FOR PAYMENT. INTEREST ON ANY OVERDUE
PRINCIPAL OR PREMIUM SHALL BE PAYABLE ON DEMAND. [ANY SUCH INTEREST ON OVERDUE
PRINCIPAL OR PREMIUM WHICH IS NOT PAID ON DEMAND SHALL BEAR INTEREST AT THE RATE
OF ___% PER ANNUM (TO THE EXTENT THAT THE PAYMENT OF SUCH INTEREST ON INTEREST
SHALL BE LEGALLY ENFORCEABLE), FROM THE DATE OF SUCH DEMAND UNTIL THE AMOUNT SO
DEMANDED IS PAID OR MADE AVAILABLE FOR PAYMENT. INTEREST ON ANY OVERDUE
INTEREST SHALL BE PAYABLE ON DEMAND.]]
Payment of the principal of (and premium, if any) and [IF APPLICABLE,
INSERT -- ANY SUCH] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ______ and at the office of
_____________ in Buenos Aires, Argentina and, subject to any tax or other laws
and regulations applicable thereto, at the specified offices of any other Paying
Agents appointed by the Company, 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 [IF APPLICABLE, INSERT -- ; PROVIDED, HOWEVER, THAT AT THE OPTION OF THE
COMPANY PAYMENT OF INTEREST MAY BE MADE BY CHECK MAILED TO THE ADDRESS OF THE
PERSON ENTITLED THERETO AS SUCH ADDRESS SHALL APPEAR IN THE SECURITY REGISTER].
All payments in respect of this Security, including, without limitation,
payments of principal, interest, and premium, if any, shall be made by the
Company without withholding or deduction for or on account of any Taxes now or
hereafter imposed or established by or on behalf of Argentina or any political
subdivision thereof
<PAGE>
25
or taxing authority therein, except as otherwise set forth below. In the event
any such Taxes are so imposed or established, the Company shall pay such
Additional Amounts as may be necessary in order that the net amounts receivable
by the Holder after any withholding or deduction in respect of such Taxes shall
equal the respective amounts of principal, interest and premium, if any, which
would have been receivable in respect of this Security in the absence of such
withholding or deduction; PROVIDED, HOWEVER, that no such Additional Amounts
shall be payable (i) to, or on behalf of, a Holder for or on account of any such
Taxes that have been imposed by reason of the Holder being a resident of
Argentina or having some connection with Argentina other than the mere holding
or owning of this Security or the receipt of principal or interest or premium,
if any, in respect hereof, (ii) to, or on behalf of, a Holder for or on account
of any such Taxes that would not have been imposed but for the presentation by
the Holder of this Security for payment (where presentation is required) on a
date more than 30 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, except to the extent that the Holder would have been entitled to
such Additional Amounts on presenting this Security for payment on the last date
of such period of 30 days, (iii) with respect to any estate, inheritance, gift,
sales, transfer, asset or personal property tax [IF APPLICABLE, INSERT -- (OTHER
THAN ANY ARGENTINE INDIVIDUAL ASSET TAX IMPOSED ON OR PAID BY THE HOLDERS)*] or
any similar tax, assessment or governmental charge, (iv) to, or on behalf of, a
Holder for or on account of any such Taxes which are payable otherwise than by
withholding or deduction from payments on or in respect of any Security, or (v)
to, or on behalf of, a Holder of any Security to the extent that such Holder is
liable for such Taxes that would not have been imposed but for the failure of
such Holder to comply with any certification, identification, information,
documentation or other reporting requirements if (a) such compliance is required
by Argentine law, regulation or administrative practice or any applicable treaty
as a precondition to exemption from, or reduction in the rate of, deduction or
withholding of, such Taxes, (b) at least 30 days prior to the first Interest
Payment Date with respect to which such requirements shall apply, the Company
shall have notified all Holders of the Securities that such Holders will be
required to comply with such requirements and (c) such requirements are not
materially more onerous to such Holders (in form, in procedure or in the
substance of information disclosed) than comparable information or other
reporting requirements imposed under United States tax law, regulation and
administrative practice (such as IRS Forms 1001, W-8 and W-9). Furthermore, no
Additional Amounts shall be paid with respect to any payment on this Security to
a Holder that is a fiduciary or partnership or other than the sole
---------------
* Insert, if applicable, provisions modifying any obligation of the Company
to pay Additional Amounts in respect of any Argentine individual asset tax
in accordance with Section 301 of the Indenture.
<PAGE>
26
beneficial owner of such payment to the extent that a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or beneficial
owner would not have been entitled to receive the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder.
The Company shall also pay any stamp, issue, registration, documentary or
other similar taxes and duties, including interest and penalties, payable in
Argentina or any political subdivision thereof or taxing authority therein in
respect of the creation, issuance and offering of the Securities. [IF
APPLICABLE, INSERT -- THE COMPANY SHALL PAY AND INDEMNIFY EACH HOLDER OF A
SECURITY FROM AND AGAINST ANY ARGENTINE INDIVIDUAL ASSET TAX IMPOSED ON OR PAID
BY THE HOLDER.*] Furthermore, the Company shall indemnify each Holder of a
Security from and against all court taxes or other taxes and duties, including
interest and penalties, imposed on or paid by such Holder in Argentina in
connection with any action permitted to be taken by such Holder to enforce the
obligations of the Company under the Securities; PROVIDED, HOWEVER, the Company
will not be required to pay or indemnify such Holder for such court taxes and
other taxes and duties to the extent that such Holder is not successful in
enforcing such obligations of the Company.**
This Security is issued in the English language. The text of this
Security has been translated into the Spanish language (a copy of which Spanish
translation is annexed hereto), and the Company confirms that such Spanish
translation is a true and accurate translation.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, neither this
Security nor the Guarantee endorsed hereon shall be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
---------------
* Insert, if applicable, any provisions providing for any obligation of the
Company to pay or indemnify the Holder from or against any Argentine
individual asset tax in accordance with Section 301 of the Indenture.
** Insert, if applicable, provisions relating to payments of other Additional
Amounts in respect of Taxes imposed or established by a country other than
Argentina or any political subdivision thereof or taxing authority therein
in accordance with Section 1007 of the Indenture.
<PAGE>
27
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
AMOCO ARGENTINA OIL COMPANY,
ACTING THROUGH ITS
ARGENTINE BRANCH
Attest: By___________________________
Title:
___________________________
[SEAL] By___________________________
General Manager
Section 203. FORM OF REVERSE OF REGISTERED SECURITY.
This Security is a negotiable obligation under the Negotiable Obligations
Law and is one of a duly authorized issue of securities of the Company (herein
called the "Securities"), issued and to be issued in one or more series under an
Indenture, dated as of _______, 1995 (herein called the "Indenture", which term
shall have the meaning assigned to it in such instrument), among the Company,
Amoco Corporation, a corporation duly organized and existing under the laws of
the State of Indiana, and Amoco Company, a corporation duly organized and
existing under the laws of the State of Delaware (together, herein called the
"Guarantors", which term includes any successor Person or Persons under such
Indenture), and The Chase Manhattan Bank (National Association), as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), Co-Registrar and Principal Paying Agent and The Chase Manhattan
Bank, N.A. (Buenos Aires), as Registrar and Paying Agent, and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Guarantors, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [IF APPLICABLE,
INSERT -- , LIMITED IN AGGREGATE PRINCIPAL AMOUNT TO U.S. $_____________].
If at any time after the date of the Indenture as a result of any change
in, or amendment to, laws or regulations, or as a result of any change in the
application or official interpretation of laws or regulations, of Argentina or
any political subdivision thereof or taxing authority therein [IF APPLICABLE,
INSERT -- OR OF __________ OR ANY POLITICAL SUBDIVISION THEREOF OR TAXING
AUTHORITY THEREIN] which change or amendment becomes effective after the date of
the Indenture, the Company becomes obligated to pay any Additional Amounts and
such obligation cannot be avoided by the Company taking reasonable measures
available to it, then the Securities will be redeemable as a whole (but not in
part), at the option of the Company, at any time upon not less than 30 nor more
than 60 days' notice given to the Holders at their principal amount
<PAGE>
28
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by
the terms thereof) together with accrued interest thereon to the Redemption
Date. The Company shall also pay to the Holders on the Redemption Date any
Additional Amounts which are then payable. In order to effect a redemption of
the Securities of this series under this paragraph, the Company shall deliver to
the Trustee at least 45 days prior to the Redemption Date (i) a certificate
signed by two Directors of the Company stating that the obligation to pay such
Additional Amounts cannot be avoided by the Company taking reasonable measures
available to it and (ii) an opinion of independent legal counsel of recognized
standing to the effect that the Company has or will become obligated to pay such
Additional Amounts as a result of such change or amendment. No notice of
redemption may be given earlier than 60 days prior to the earliest date on which
the Company would be obligated to pay such Additional Amounts were a payment in
respect of the Securities of this series then due.*
[IF APPLICABLE, INSERT -- THE SECURITIES OF THIS SERIES ARE SUBJECT TO
REDEMPTION UPON NOT LESS THAN 30 DAYS' NOTICE BY MAIL, [IF APPLICABLE, INSERT --
(1) 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)] at any
time [IF APPLICABLE, INSERT -- 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): If redeemed [IF APPLICABLE,
INSERT -- 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 installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]
---------------
* Insert, if applicable, any provisions providing for any additional
redemption for tax reasons if the Company becomes obligated to pay or
indemnify the Holder from or against any Argentine individual asset tax in
accordance with Section 301 of the Indenture.
<PAGE>
29
[IF APPLICABLE, INSERT -- THE SECURITIES OF THIS SERIES ARE SUBJECT TO
REDEMPTION UPON NOT LESS THAN 30 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 [IF
APPLICABLE, INSERT -- 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
FOR REDEMPTION REDEMPTION PRICE FOR
THROUGH OPERATION REDEMPTION OTHERWISE
OF THE THAN THROUGH OPERATION
YEAR 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 installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]
[IF APPLICABLE, INSERT -- NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY
NOT, PRIOR TO _________, REDEEM ANY SECURITIES OF THIS SERIES AS CONTEMPLATED BY
[IF APPLICABLE, INSERT -- CLAUSE (2) OF] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]
[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 _______ OF [IF APPLICABLE, INSERT -- 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 [IF
APPLICABLE, INSERT -- MANDATORY] sinking fund payments may be credited against
subsequent [IF APPLICABLE, INSERT -- MANDATORY] sinking fund payments otherwise
required to be made [IF APPLICABLE, INSERT -- , IN THE INVERSE ORDER IN WHICH
THEY BECOME DUE].]
[IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- IN THE
EVENT OF REDEMPTION OF THIS SECURITY IN PART ONLY, A NEW
<PAGE>
30
SECURITY OR SECURITIES OF THIS SERIES AND OF LIKE TENOR FOR THE UNREDEEMED
PORTION HEREOF WILL BE ISSUED IN THE NAME OF THE HOLDER HEREOF UPON THE
CANCELLATION HEREOF.]
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.
[IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- 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, INSERT -- 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 DECLARED DUE AND PAYABLE
AND (II) OF INTEREST ON ANY OVERDUE PRINCIPAL, PREMIUM AND 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 OF AND PREMIUM AND INTEREST, IF ANY, ON THE SECURITIES OF THIS SERIES
SHALL TERMINATE.]
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company, the Guarantors and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company, the
Guarantors and the Trustee with the consent of the Holders of 66 2/3% in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series (or
all series, as the case may be) at the time Outstanding, on behalf of the
Holders of all Securities of such series (or all series, as the case may be), to
waive compliance by the Company and the Guarantors with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment
<PAGE>
31
of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series (or all series, as
the case may be) at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of
this series (or all series, as the case may be) at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon 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 the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office of the Registrar or Co-Registrar or any agency of the Company in any
place where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, the Registrar and Co-Registrar duly executed
by the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered form 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,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
<PAGE>
32
Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantors, the Trustee and any agent of the Company, either
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, either Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.
The Negotiable Obligations Law establishes the legal requirements
necessary for this Security to qualify as a "Negotiable Obligation". The
execution and delivery by the Argentine Branch of this Security shall be
governed by the laws of Argentina. All other matters in respect of this
Security, the Indenture and the Guarantees shall be governed by, and construed
in accordance with, the laws of the State of New York, United States.
The Company (including the Argentine Branch) and the Guarantors
irrevocably submit to the non-exclusive jurisdiction of any court of the State
of New York or any United States Federal court sitting in the Borough of
Manhattan, The City of New York, United States, and any appellate court from any
thereof in respect of any suit, action or proceeding that may be brought in
connection with the Indenture, the Securities or the Guarantees. The Company
and the Guarantors irrevocably waive, to the fullest extent permitted by law,
any objection to any such suit, action or proceeding brought in such courts on
the grounds of venue, residence or domicile or on the ground that any such suit,
action or proceeding has been brought in an inconvenient forum. The Company and
the Guarantors agree that final judgment (after exhaustion of all appeals) in
any such suit, action or proceeding brought in such court shall be conclusive
and binding upon the Company or the relevant Guarantor, as the case may be, and
may be enforced in any court to the jurisdiction of which the Company or the
relevant Guarantor, as the case may be, is subject by a suit upon such judgment;
PROVIDED, that service of process is validly effected upon the Company or the
relevant Guarantor, as the case may be. Notwithstanding the foregoing, any
suit, action or proceeding brought in connection with the Indenture, the
Securities or the Guarantees may be brought in any competent court in the City
of Buenos Aires, Argentina, unless any suit, action or proceeding cannot be
brought or maintained for any reason in the City of Buenos Aires, Argentina, in
which case such suit, action or proceeding may be instituted in any competent
court in Argentina.
No recourse for the payment of the principal of, premium, if any, or
interest, if any, on this Security, or for any claim based hereon or otherwise
in respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or in any supplemental indenture, or
in this Security, or because of the creation of any indebtedness represented
hereby, shall be had against any incorporator or shareholder or, subject to the
provisions of Article 34 of the Negotiable Obligations Law, any officer or
director, as such, past, present or future, of the Company or of any successor
corporation thereof, either directly or
<PAGE>
33
through the Company or any successor of the Company in the Indenture or in any
supplemental indenture, or in this Security, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of the Indenture and the issue of this Security.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Section 204. FORM OF LEGEND FOR GLOBAL REGISTERED SECURITIES.
Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Registered Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:
"THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE".
Section 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
The Trustee's certificates of authentication shall be in substantially the
following form:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
AS TRUSTEE
By ______________________
AUTHORIZED OFFICER
Section 206. FORM OF GUARANTEES.
The Guarantees to be endorsed on the Securities of each series shall be in
substantially the form set forth in this Section, or in such other form (subject
to the provisions set forth in Section 1402) as shall be established by or
pursuant to a Board Resolution of each Guarantor or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
<PAGE>
34
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with any law or with any rule or regulation made pursuant thereto or with the
rules of any securities exchange or to conform to general usage or as may,
consistently herewith, be determined by the officers executing such Guarantees,
as evidenced by their execution of such Guarantees. If the form of Guarantee
with respect to the Securities of any series is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of each Guarantor
and delivered to the Trustee at or prior to the delivery of the related Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.
The Guarantees to be endorsed on the definitive Securities of any series
shall be printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such
Guarantees, as evidenced by their execution of such Guarantees, and subject to
the prior approval of the CNV where applicable.
The Guarantees to be endorsed on the Securities shall, subject to the
first paragraph of this Section, be in substantially the following form:
GUARANTEE
For value received, AMOCO CORPORATION, a company organized under the
laws of Indiana, and AMOCO COMPANY, a company organized and existing under
the laws of Delaware (together, herein called the "Guarantors", which term
includes any successor corporation under the Indenture referred to in the
Security upon which this Guarantee is endorsed), hereby, jointly and
severally, unconditionally guarantee to the Holder of the Security upon
which this Guarantee is endorsed, [IF APPLICABLE, INSERT -- AND TO EACH
HOLDER OF ANY COUPON APPERTAINING THERETO,] the due and punctual payment
of the principal of (and premium, if any) and interest, if any, on such
Security (including all Additional Amounts payable by the Company in
respect thereof pursuant to such Security and any coupon appertaining
thereto), any other amount due and payable pursuant to the terms of the
Indenture and the due and punctual payment of the sinking fund or
analogous payments referred to therein, if any, when and as the same shall
become due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, according to the terms
thereof and of the Indenture referred to therein. In case of the failure
of the Company punctually to make any such payment, each Guarantor hereby
agrees to cause such payment to be made punctually when and as the same
shall become due and payable, whether at the Stated Maturity or by
declaration of acceleration or otherwise, and as if such
<PAGE>
35
payment were made by the Company, and to pay any and all Additional
Amounts payable in respect thereof pursuant to such Security and any
coupon appertaining thereto and Section 1007 of such Indenture.
Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability
of such Security [IF APPLICABLE, INSERT -- OR COUPON] or the Indenture,
the absence of any action to enforce the same, any waiver or consent by
the Holder of such Security [IF APPLICABLE, INSERT -- OR COUPON] or the
Trustee or either of them with respect to any provisions thereof or of the
Indenture, the obtaining of any judgment against the Company or any action
to enforce the same or any other circumstances which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. Each
Guarantor hereby waives the benefits of diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against
the Company, protest or notice with respect to such Security [IF
APPLICABLE, INSERT -- OR COUPON] or the indebtedness evidenced thereby or
with respect to any sinking fund payment required pursuant to the terms of
such Security and all demands whatsoever, and covenants that this
Guarantee will not be discharged except by payment in full of the
principal of (and premium, if any) and interest, if any, on such Security
[IF APPLICABLE, INSERT -- OR COUPON (INCLUDING ALL ADDITIONAL AMOUNTS
PAYABLE IN RESPECT THEREOF PURSUANT TO SUCH SECURITY AND ANY COUPON
APPERTAINING THERETO)]. Each Guarantor hereby agrees that, in the event
of a default in payment of principal (or premium, if any) or interest, if
any, on such Security, or a default in any sinking fund or analogous
payment referred to therein, legal proceedings may be instituted by the
Trustee on behalf of, or by, the Holder of such Security [IF APPLICABLE,
INSERT -- OR COUPON], on the terms and conditions set forth in the
Indenture, directly against such Guarantor to enforce this Guarantee
without first proceeding against the Company or the other Guarantor.
Each Guarantor shall be subrogated to all rights of the Holder of the
Security upon which this Guarantee is endorsed [IF APPLICABLE, INSERT --
AND OF ANY COUPON APPERTAINING THERETO] against the Company in respect of
any amounts paid by such Guarantor on account of such Security [IF
APPLICABLE, INSERT -- OR COUPON] pursuant to the provisions of this
Guarantee or the Indenture; PROVIDED, HOWEVER, that such Guarantor shall
not be entitled to enforce or to receive any payments arising out of, or
based upon, such right of subrogation until the principal of (and premium,
if any) and interest, if any, on such Security and all other Securities of
the same series [IF APPLICABLE, INSERT -- AND COUPONS APPERTAINING
THERETO] issued under the Indenture (including
<PAGE>
36
all Additional Amounts payable in respect thereof) shall have been paid in
full.
All terms used in this Guarantee which are defined in the Indenture
referred to in the Security upon which this Guarantee is endorsed shall
have the meanings assigned to them in such Indenture.
All references in this Guarantee to principal, premium or interest in
respect of any Security or coupon appertaining thereto shall be deemed to
mean and include all Additional Amounts, if any, payable in respect of
such principal, premium or interest, unless the context otherwise
requires, and express mention of the payment of Additional Amounts in any
provision hereof shall not be construed as excluding reference to
Additional Amounts in those provisions hereof where such express mention
is not made.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.
No recourse for the payment of the principal of, premium, if any, or
interest, if any, under this Guarantee, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of either Guarantor in the Indenture or in any
supplemental indenture, or in this Guarantee, or because of the creation
of any indebtedness represented hereby, shall be had against any
incorporator or shareholder or any officer or director, as such, past,
present or future, of such Guarantor or of any successor corporation
thereof, either directly or through such Guarantor or any successor of
such Guarantor in the Indenture or in any supplemental indenture, whether
by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released
as a condition of, and as a consideration for, the execution of the
Indenture and the issue of the Security on which this Guarantee is
endorsed.
This Guarantee is issued in the English language. The text of this
Guarantee has been translated into the Spanish language (a copy of which
Spanish translation is annexed hereto), and the Company confirms that such
Spanish translation is a true and accurate translation.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Security upon which this
Guarantee is endorsed shall have been executed by the Trustee under the
Indenture by manual signature of one of its authorized officers.
<PAGE>
37
IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee
to be duly executed.
AMOCO CORPORATION
By: _______________________
Attest:
____________________________
AMOCO COMPANY
By: ________________________
Attest:
_____________________________
Each Guarantee shall be dated the date of the Security upon which it is
endorsed. Reference is made to Article Fourteen for further provisions with
respect to the Guarantees.
Section 207. SECURITIES IN GLOBAL FORM.
If Securities of a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding the provisions of
Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee or an Authenticating Agent in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee or an Authenticating Agent
pursuant to Section 303 or Section 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee or an Authenticating
Agent, as the case may be, shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel.
<PAGE>
38
The provisions of the last sentence of Section 303 shall apply to any
security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee or an
Authenticating Agent the Security in global form together with written
instructions (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the principal amount
of Securities represented thereby, together with the written statement
contemplated by the last sentence of this Section 207.
Notwithstanding the provisions of Sections 201 and 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any
premium and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.
Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Guarantors, the Trustee and any agent
of the Company, either Guarantor or the Trustee shall treat a Person as the
Holder of such principal amount of Outstanding Securities represented by a
permanent global Security as shall be specified in a written statement of the
Holder of such permanent global Security or, in the case of a permanent global
Security in bearer form, of Euroclear or Cedel S.A. which is produced to the
Trustee or such agent by such Person.
ARTICLE THREE
The Securities
Section 301. AMOUNT; ISSUABLE IN SERIES.
The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to U.S. $200,000,000 or the U.S.
dollar equivalent in one or more foreign currencies (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or
1107 and except for any Securities which, pursuant to Section 303, are deemed
never to have been authenticated and delivered hereunder).
The Securities may be issued in one or more series.
The original issuance of any Securities of a series shall occur prior to
________, 2000. The Securities of each series shall have the same original
issue date (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant
to Section 303, are deemed never to have been authenticated and delivered
hereunder).
There shall be established by or pursuant to a Board Resolution of the
Company, by or pursuant to a General Manager
<PAGE>
39
Resolution of the Argentine Branch and by or pursuant to a Board Resolution of
each Guarantor and, subject to Section 303, set forth, or determined in the
manner provided, in Officers' Certificates of the Company and each Guarantor, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,
(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other
series);
(2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
and except for any Securities which, pursuant to Section 303, are deemed
never to have been authenticated and delivered hereunder);
(3) whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities (with or without coupons) or both, whether
any Securities of the series are to be issuable initially in temporary
global form, any date, or the manner of determination of any date, prior
to which interests in any such temporary global security may not be
exchanged for definitive Securities of such series and the extent to which
and the manner in which any interest on such temporary global security may
be paid, and whether any Securities of the series are to be issuable in
permanent global form with or without coupons and, if so, whether
beneficial owners of interests in any such permanent global Security may
exchange such interests for Securities of such series and of like tenor of
any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in
Section 305;
(4) (i) the Person to whom any interest on any Registered Security of
the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, (ii) the
manner in which, or the Person to whom, any interest on any Bearer
Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they
severally mature, and (iii) the extent to which, or the manner in which,
any interest payable on a temporary global Security on an Interest Payment
Date will be paid if other than in the manner provided in Section 304;
(5) the date or dates on which the principal of and premium, if any,
on any Securities of the series is payable
<PAGE>
40
(the final date of which shall be not less than 90 days nor more than 30
years from the date of original issuance of the Securities of such
series);
(6) the rate or rates at which any Securities of the series shall
bear interest, if any, or the manner of calculating such rate or rates,
the date or dates from which any such interest shall accrue, the Interest
Payment Dates on which any such interest shall be payable and the Regular
Record Date for any such interest payable on any Registered Securities on
any Interest Payment Date;
(7) the place or places where, subject to the provisions of
Section 1002, the principal of and any premium, interest and Additional
Amounts on any Securities of the series shall be payable, any Registered
Securities of the series may be surrendered for registration of transfer,
any Securities of the series may be surrendered for exchange and notices
and demands to or upon the Company and the Guarantors in respect of any
Securities of the series of this Indenture may be served; PROVIDED that
for each series of Securities issued hereunder, the City of Buenos Aires,
Argentina shall be designated as one such place;
(8) if other than as set forth in Section 1108, the period or periods
within which, the price or prices at which and the terms and conditions
upon which any Securities of the series may be redeemed, in whole or in
part, at the option of the Company and, if other than by a Board
Resolution, the manner in which any election by the Company to redeem the
Securities shall be evidenced;
(9) the obligation, if any, of the Company to redeem, purchase or
repay any Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of the Holder thereof and the period
or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation;
(10) if other than denominations of U.S. $1,000 and any integral
multiple thereof, the denominations in which any Securities of the series
shall be issuable;
(11) if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be
determined;
(12) if other than the U.S. dollar (the currency of the United
States), the currency, currencies or currency units in which the principal
of or any premium or interest on any Securities of the series shall be
payable and the manner of
<PAGE>
41
determining the equivalent thereof in U.S. dollars for any purpose,
including for purposes of the definition of "Outstanding" in Section 101;
(13) if the principal of or any premium or interest on any Securities
of the series is to be payable, at the election of the Company or the
Holder thereof, in one or more currencies or currency units other than
that or those in which such Securities are stated to be payable, the
currency, currencies or currency units in which the principal of or any
premium or interest on such Securities as to which such election is made
shall be payable, the periods within which and the terms and conditions
upon which such election is to be made and the amount so payable (or the
manner in which such amount shall be determined);
(14) if other than the entire principal amount thereof, the portion of
the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant
to Section 502;
(15) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be
the principal amount of such Securities as of any such date for any
purpose thereunder or hereunder, including the principal amount thereof
which shall be due and payable upon any Maturity other than the Stated
Maturity or which shall be deemed to be Outstanding as of any date prior
to the Stated Maturity (or, in any such case, the manner in which such
amount deemed to be the principal amount shall be determined);
(16) if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 1302 or Section
1303 or both such Sections and, if other than by a Board Resolution, the
manner in which any election by the Company to defease such Securities
shall be evidenced;
(17) if applicable, that any Registered Securities of the series shall
be issuable in whole or in part in the form of one or more Global
Registered Securities and, in such case, the respective Depositaries for
such Global Registered Securities, the form of any legend or legends which
shall be borne by any such Global Registered Security in addition to or in
lieu of that set forth in Section 204 and any circumstances in addition to
or in lieu of those set forth in Clause (2) of the last paragraph of
Section 305 in which any such Global Registered Security may be exchanged
in whole or in part for Securities registered, and any transfer of such
Global Registered Security in whole or in part may be registered, in the
name or names of Persons other than the
<PAGE>
42
Depositary for such Global Registered Security or a nominee thereof;
(18) whether any legends shall be stamped or imprinted on all or a
portion of the Securities of the series, and the terms and conditions upon
which any legends may be removed;
(19) any addition to or change in the Events of Default which applies
to any Securities of the series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 502;
(20) the Guarantees of the Securities of such series pursuant to
Section 206;
(21) if other than as set forth in Section 1007, whether and under
what circumstances the Company will pay Additional Amounts on the
Securities of the series and, if other than as set forth in Section 1108,
whether the Company will have the option to redeem such Securities rather
than pay such Additional Amounts;
(22) whether, under what circumstances and to what extent the Company
will pay and indemnify the Holders of the Securities of the series from
and against any Argentine individual asset tax or other tax, if other than
as set forth in Section 1007, and whether the Company will have the option
to redeem such Securities rather than pay or indemnify such Holders from
and against any such tax;
(23) any addition to or change in the covenants set forth in Article
Ten which applies to Securities of the series;
(24) any other terms of the series (which terms shall not be
inconsistent in any material respect with the provisions of this
Indenture, except as permitted by Section 901(5)); and
(25) any trustees, authenticating or paying agents, transfer agents,
registrars or any other agents or depositaries with respect to the
Securities of the series.
All Securities (and Guarantees endorsed thereon) of any one series and the
coupons appertaining to any Bearer Securities of such series shall be
substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to the Board Resolution referred to above and (subject
to Section 303) set forth, or determined in the manner provided, in the
Officers' Certificate referred to above or in any such indenture supplemental
hereto.
If any of the terms of the series are established by action taken pursuant
to a Board Resolution of the Company and each Guarantor, respectively, a copy of
an appropriate record of such
<PAGE>
43
action shall be certified by the Secretary or an Assistant Secretary of the
Company and each Guarantor, respectively, and delivered to the Trustee at or
prior to the delivery of the Officers' Certificate setting forth the terms of
the series.
Section 302. DENOMINATIONS.
Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, any Registered Securities of a series shall be
issuable in denominations of U.S. $1,000 and integral multiples thereof and any
Bearer Securities of a series shall be issuable in denominations of U.S. $1,000
and integral multiples thereof.
Each Security shall, for purposes of Argentine law, be deemed to be
comprised of negotiable obligations with a face value of U.S.$1.00 each and,
accordingly, each U.S.$1,000 in principal amount of Securities will, for such
purposes, be deemed to comprise 1,000 negotiable obligations.
Section 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
The Securities shall be executed on behalf of the Company by its
_______________, attested by its Secretary or one of its Assistant Secretaries,
and by the General Manager of the Argentine Branch. The signature of any of
these officers on the Securities may be manual or, if authorized by the CNV,
facsimile. Coupons shall bear the manual or, if authorized by the CNV,
facsimile signature of the _________ of the Company and the General Manager of
the Argentine Branch.
Securities and coupons bearing the manual or, if authorized by the CNV,
facsimile signatures of individuals who were at any time the proper officers of
the Company shall bind the Company, 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, and such Securities nevertheless may be authenticated and delivered
or disposed of as though the individual who signed such Securities had not
ceased to be such officer of the Company.
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 and having Guarantees
endorsed thereon, to the Trustee for authentication, together with a 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, in connection with its sale during the
restricted period (as defined in U.S. Treasury Regulation
1.163-5(c)(2)(i)(D)(7)), no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and PROVIDED, FURTHER, that a
Bearer Security (other than a temporary global Security) shall not be delivered
to any Person
<PAGE>
44
(other than to Euroclear or Cedel S.A.) entitled to delivery thereof except upon
delivery by such Person to the Company or its agent of a certificate in the form
set forth in Exhibit A to this Indenture, dated no earlier than the
Certification Date, and where the Person entitled to delivery of such Bearer
Security is Euroclear or Cedel S.A. of a certificate in the form set forth in
Exhibit A and the delivery by Euroclear and Cedel S.A. to the Company or its
agent of a certificate in the form set forth in Exhibit B. If any Security shall
be represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 304, the notation of a beneficial owner's interest therein
upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be a delivery of definitive
Securities representing such beneficial owner's interests. Except as permitted
by Section 306, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured have been
detached and cancelled. If the form or terms of the Securities of the series
and any related coupons or the Guarantees endorsed thereon have been established
by or pursuant to one or more Board Resolutions as permitted by Sections 201,
206 and 301, 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 601) shall be
fully protected in relying upon, an Opinion of Counsel stating:
(a) if the forms of such Securities and any related coupons or of the
Guarantees endorsed thereon have been established by or pursuant to Board
Resolution as permitted by Section 201 or 206, that such forms have been
established in conformity with the provisions of this Indenture;
(b) if the terms of such Securities and any related coupons have been
established by or pursuant to Board Resolution as permitted by Section
301, or if terms of the Guarantees to be endorsed thereon have been
established by or pursuant to Board Resolution as permitted by Section
206, 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, when authenticated and delivered by the Trustee and issued by the
Company, and the Guarantees endorsed thereon, when delivered by the
Trustee and issued by the Guarantors, in each case 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 each
Guarantor, respectively, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
<PAGE>
45
The Trustee shall have the right to decline to authenticate and deliver, any
Securities, with the Guarantees endorsed thereon, under this Section if the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees or vice
presidents and/or Responsible Officers of the Trustee shall determine that such
action would expose the Trustee to personal liability.
Each Registered Security shall be dated the date of its authentication,
and unless otherwise provided in or with respect to the Securities of a series,
each Bearer Security shall be dated as of the date of original issuance of the
first Security of such series to be issued.
No Security or coupon or Guarantee 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 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 309, 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.
Section 304. TEMPORARY SECURITIES.
Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities and having endorsed
thereon Guarantees substantially of the tenor of the definitive Guarantees in
lieu of which they are issued, in registered form or, if authorized, in bearer
form with one or more coupons or without coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities and such Guarantees may determine, as evidenced by
their execution of such Securities. In the case of any series issuable as
Bearer Securities, such temporary Securities may be in global form. A temporary
Bearer Security shall be delivered only in compliance with the conditions set
forth in Section 303 and in this Section 304.
Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the
<PAGE>
46
following paragraphs), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series, with Guarantees
endorsed thereon, to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series, with
Guarantees endorsed thereon, upon surrender of the temporary Securities of such
series at the office or agency of the Company maintained pursuant to Section
1002 in a Place of Payment for such series for the purpose of exchanges of
Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount which have endorsed thereon the
Guarantees; PROVIDED, HOWEVER, that no definitive Bearer Security shall be
issued in exchange for a temporary Registered Security; and PROVIDED, FURTHER,
however, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in
Section 303 and in this Section 304.
If temporary Securities of any series are issued in global form, any such
temporary global Security, with Guarantees endorsed thereon, shall, unless
otherwise provided therein, be delivered to the London office of a depositary or
common depositary (the "Common Depositary"), for the benefit of Euroclear and
Cedel S.A., for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).
Subject to the conditions set forth in Section 303 and this Section 304,
without unnecessary delay but in any event not later than the date specified in,
or determined pursuant to the terms of, any such temporary global Security of a
series (the "Exchange Date"), the Company shall deliver to the Trustee or to an
Authenticating Agent definitive Securities, with Guarantees endorsed thereon, in
aggregate principal amount equal to the principal amount of such temporary
global Security, executed by the Company. On or after the Exchange Date such
temporary global Security shall be surrendered by the Common Depositary to the
Trustee or the Authenticating Agent, as the Company's agent for such purpose, to
be exchanged, in whole or from time to time in part, for definitive Securities
of a series, with Guarantees endorsed thereon, without charge and the Trustee or
the Authenticating Agent shall authenticate and deliver, in exchange for each
portion of such temporary global Security, a like aggregate principal amount of
definitive Securities of the same series, with Guarantees endorsed thereon, of
authorized denominations and of like tenor as the portion of such temporary
global Security to be exchanged; PROVIDED, HOWEVER, that, unless otherwise
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global
<PAGE>
47
Security must be accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged and a certificate
dated the Exchange Date or a subsequent date and signed by Cedel S.A. as to the
portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit B to this Indenture. The
definitive Securities to be delivered in exchange for any such temporary global
Security shall have endorsed thereon the Guarantees and shall be in registered
form, permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; PROVIDED, HOWEVER, that definitive Securities, with Guarantees endorsed
thereon, shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 303 and this
Section 304.
Unless otherwise specified in the temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged on the Exchange Date for an interest in a permanent global
Security of the same series and of like tenor which have endorsed thereon the
Guarantees unless, on or prior to the Exchange Date, (i) such beneficial owner
has not delivered to Euroclear or Cedel S.A., as the case may be, a certificate
in the form set forth in Exhibit A to this Indenture dated no earlier than the
Certification Date, copies of which certificate shall be available from the
offices of Euroclear and Cedel S.A., the Trustee, and any Authenticating Agent
appointed for such series of Securities or (ii) Euroclear or Cedel S.A., as the
case may be, has not delivered to the Company or its agent a certificate
substantially in the form of Exhibit B. After the Exchange Date, the interest of
a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for an interest in a permanent global Security of the same
series and of like tenor, with Guarantees endorsed thereon, following such
beneficial owner's delivery to Euroclear or Cedel S.A., as the case may be, of a
certificate in the form set forth in Exhibit A to this Indenture dated no
earlier than the Certification Date, and the delivery by Euroclear or Cedel
S.A., as the case may be, to the Company or its agent of a certificate
substantially in the form of Exhibit B. Unless otherwise specified in such
temporary global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take delivery
of such definitive Securities in person at the offices of Euroclear or Cedel
S.A. Definitive Securities in bearer form, with Guarantees endorsed thereon, to
be delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.
Until exchanged in full as hereinafter provided, the temporary Securities
of any series shall in all respects be entitled to the
<PAGE>
48
same benefits under this Indenture as definitive Securities of the same series
and of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest payable on a
temporary global Security on an Interest Payment Date for Securities of such
series shall be payable to Euroclear and Cedel S.A. on such Interest Payment
Date upon delivery by Euroclear and Cedel S.A. to the Trustee or an
Authenticating Agent of a certificate or certificates in the form set forth in
Exhibit B to this 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 such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Cedel S.A., as the case may be,
a certificate in the form set forth in Exhibit A to this Indenture. If such
Interest Payment Date occurs prior to the issuance of definitive Securities
(including a permanent global Security) with respect to the portion of the
temporary global Security that relates to such interest, Euroclear or Cedel
S.A., as the case may be, upon the receipt of such certificate or, if later, the
Exchange Date, shall exchange, in accordance with the procedures hereinabove
provided, the portion of the temporary global Security that relates to such
certificate for definitive Securities (which, unless otherwise provided in the
temporary global Security, shall be a permanent global Security). Any interest
so received by Euroclear and Cedel S.A. and not paid as herein provided shall be
returned to the Trustee immediately prior to the expiration of three years after
such Interest Payment Date in order to be repaid to the Company or the relevant
Guarantor in accordance with Section 1003.
Section 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
Subject to any applicable laws and such reasonable regulations as it may
prescribe, The Chase Manhattan Bank, N.A. (Buenos Aires), as Registrar, shall
keep the Security Register in Spanish at its registrar offices in the City of
Buenos Aires, Argentina set forth in the first paragraph of this Indenture for
the registration of ownership, exchange, and transfer of the Securities. The
Chase Manhattan Bank (National Association), as Co-Registrar, shall maintain a
record in English of all registrations of ownership, exchange and transfer of
Securities. The Co-Registrar shall give prompt notice to the Registrar and the
Registrar shall likewise give prompt notice to the Co-Registrar of any
registration of ownership, exchange or transfer of Securities. Included in the
books and records for the Securities shall be notations as to whether such
Securities have been paid, exchanged or transferred and cancelled or lost,
stolen, mutilated or destroyed and whether such Securities have been replaced.
In the case of the replacement of any of the Securities, the Registrar and the
Co-Registrar shall keep a record of the Security so replaced and the Security
issued in replacement thereof. In the case of the cancellation of any of the
Securities, the Registrar and the Co-Registrar shall keep a record of the
Security so cancelled and the date on which such Security was cancelled. The
costs and expenses of effecting any
<PAGE>
49
exchange or registration of transfer except for the expense of delivery by other
than regular mail (if any) and except for the payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith shall
be borne by the Company.
Upon surrender for registration of transfer of any Registered Security of
a series at the office of either the Registrar or Co-Registrar, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series, of any authorized denominations and of like tenor and
aggregate principal amount, each such Security having endorsed thereon a
Guarantee.
Except as otherwise provided in Section 303 or 304 or in a Company Order,
at the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, each such
Security having endorsed thereon a Guarantee, upon surrender of the Securities
to be exchanged at the office of either the Registrar or Co-Registrar. Whenever
any Securities are so surrendered for exchange, the Company shall execute, each
Guarantor shall execute its Guarantees endorsed thereon, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. Bearer Securities may not be issued in exchange for
Registered Securities.
Except as otherwise provided in Section 303 or 304 or in a Company Order,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and
of like tenor and aggregate principal amount, each such Security having endorsed
thereon a Guarantee, upon surrender of the Bearer Securities to be exchanged at
the office of either the Registrar or Co-Registrar, with all unmatured coupons
and all matured coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured coupon or coupons or
matured coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Guarantors in an amount equal to the face amount of such missing coupon
or coupons, or the surrender of such missing coupon or coupons may be waived by
the Company, the Guarantors and the Trustee (or such other agent of the Company
or the Guarantors appointed for such purpose) if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; PROVIDED, HOWEVER, that, except as otherwise provided in
Section 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or
<PAGE>
50
agency located outside the United States. No such check which is mailed shall
be mailed to an address in the United States, nor shall any transfer made in
lieu of a check be made to an account maintained by the payee with a bank in the
United States. Notwithstanding the foregoing, in case a Bearer Security of any
series is surrendered at any such office in exchange for a Registered Security
of the same series and like tenor, with the Guarantee endorsed thereon, after
the close of business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, 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 provisions of the Indenture.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, the Guarantors shall execute their respective Guarantees endorsed
thereon, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.
Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a
permanent global Security are entitled to exchange such interests for Securities
of such series, with Guarantees endorsed thereon, and like tenor and principal
amount of another authorized form and denomination, as specified as contemplated
by Section 301, then without unnecessary delay but in any event not later than
the earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee or an Authenticating Agent definitive Securities of that
series, with Guarantees endorsed thereon, in aggregate principal amount equal to
the principal amount of such permanent global Security, executed by the Company.
On or after the earliest date on which such interests may be so exchanged, such
permanent global Security shall be surrendered from time to time in accordance
with instructions given to the Trustee or an Authenticating Agent and the Common
Depository (which instructions shall be in writing and need not comply with
Section 102 or be accompanied by an Opinion of Counsel) by the Common Depositary
or such other depositary or common depository as shall be specified in the
Company Order with respect thereto to the Trustee or an Authenticating Agent, as
the Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge and the Trustee or an
Authenticating Agent shall authenticate and deliver, in exchange for each
portion of such permanent global Security, a like
<PAGE>
51
aggregate principal amount of definitive Securities of the same series, with
Guarantees endorsed thereon, of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; PROVIDED,
HOWEVER, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities of that series to
be redeemed and ending on the relevant Redemption Date; and PROVIDED, FURTHER,
that no Bearer Security delivered in exchange for a portion of a permanent
global Security shall be mailed or otherwise delivered to any location in the
United States. Promptly following any such exchange in part, such permanent
global Security shall be returned by the Trustee or an Authenticating Agent, as
the case may be, to the Common Depository or such other common depository
referred to above in accordance with the instructions referred to above. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.
Notwithstanding anything in this Section to the contrary, neither the
Company nor the Trustee (which shall be fully protected in relying on an
Officers' Certificate and an Opinion of Counsel) shall be required to exchange
any Bearer Security for a Registered Security if such exchange would result in
adverse United States Federal income tax consequences to the Company (including
the inability of the Company to deduct from its income, as computed for United
States Federal income tax purposes, the interest payable on any Securities)
under then applicable United States Federal income tax laws.
All Securities and the Guarantees endorsed thereon issued upon any
registration of transfer or exchange of Securities shall be the valid
obligations of the Company and each Guarantor, respectively, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
and the Guarantees endorsed thereon surrendered upon such registration of
transfer or exchange.
Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by
<PAGE>
52
the Company, either Guarantor, the Trustee or any transfer agent) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Guarantors and the Registrar, Co-Registrar or
any transfer agent duly executed, by the Holder thereof or his attorney duly
authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.
If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (i) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before any selection of Securities of that Series to be
redeemed and ending at the close of business on (A) if Securities of the series
are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if Securities of the series are issuable
as Bearer Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer or exchange of any Registered
Security so selected for redemption, in whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor, PROVIDED that
such Registered Security shall be simultaneously surrendered for redemption.
The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Registered Securities:
(1) Each Global Registered Security authenticated under this
Indenture shall be registered in the name of the Depositary designated for
such Global Registered Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such
Global Registered Security shall constitute a single Security for all
purposes of this Indenture.
(2) Notwithstanding any other provision in this Indenture, no Global
Registered Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Registered Security in whole or in
part may be registered, in the name of any Person other than the
Depositary for such Global Registered Security or a nominee thereof unless
(A) such Depositary (i) has notified the Company and the Guarantors that
it is unwilling or unable to
<PAGE>
53
continue as Depositary for such Global Registered Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act,
(B) there shall have occurred and be continuing an Event of Default with
respect to such Global Registered Security, (C) the Person who is the
beneficial owner of an interest in such Global Registered Security
notifies the Registrar or the Co-Registrar in writing that it is an
Argentine Entity (or other Argentine Person who is subject to Taxes
imposed or established by Argentina or any political subdivision thereof
or taxing authority therein with respect to payments in respect of the
Securities and as to which the Company has a withholding obligation) and
is, therefore, required to hold Securities in the form of one or more
definitive Registered Securities, or (D) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have
been specified for this purpose as contemplated by Section 301.
(3) Subject to Clause (2) above, any exchange of a Global Registered
Security for other Securities may be made in whole or in part, and all
Registered Securities issued in exchange for a Global Registered Security
or any portion thereof shall be registered in such names as the Depositary
for such Global Registered Security shall direct.
(4) Every Registered Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof, whether pursuant to this Section 305,
Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Registered Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Registered Security or a nominee thereof.
Section 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES AND COUPONS.
If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount, having endorsed
thereon a Guarantee and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.
If there shall be delivered to the Company, either Guarantor or the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security or coupon and (ii) such security or indemnity as may be required by
them to save each of them and any agent of any of them harmless, then, in the
absence of notice to the Company, such Guarantor or the Trustee that such
Security or coupon has been acquired by a bona fide purchaser, the
<PAGE>
54
Company shall execute and the Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series and of
like tenor and principal amount, having endorsed thereon a Guarantee and bearing
a number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains.
In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or coupon; PROVIDED,
HOWEVER, that principal of and any premium and interest on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States.
Upon the issuance of any new Security 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 Trustee) connected therewith.
Every new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen
Security or in exchange for a Security to which a mutilated, destroyed, lost or
stolen coupon appertains, and the Guarantee endorsed thereon, shall constitute
an original additional contractual obligation of the Company and the Guarantors,
whether or not the mutilated, destroyed, lost or stolen Security and its
coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series and their coupons, if any, duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.
Section 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.
<PAGE>
55
Any interest on any Registered Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:
(1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Registered Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given to each Holder
of Registered Securities of such series in the manner set forth in Section
106, not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid
to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).
(2) The Company may make payment of any Defaulted Interest on the
Registered Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
such Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner of payment shall be
deemed practicable by the Trustee.
<PAGE>
56
Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.
Section 308. PERSONS DEEMED OWNERS.
Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Guarantors, the Trustee and any agent of the Company,
either Guarantor or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of and any premium and (subject to
Section 305 and Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, either Guarantor, the Trustee nor any agent of the Company, either
Guarantor or the Trustee shall be affected by notice to the contrary.
Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Guarantors, the Trustee and any agent of the
Company, either Guarantor or the Trustee may treat the bearer of any Bearer
Security and the bearer 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, either Guarantor, the Trustee nor any agent of
the Company, either Guarantor or the Trustee shall be affected by notice to the
contrary.
Section 309. CANCELLATION.
All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment or analogous obligation shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
All Registered Securities and matured coupons so delivered shall be promptly
cancelled by the Trustee or such agent as shall be appointed for such purpose by
the Trustee (and each reference to this Section 309 shall be deemed to include
any such agent). All Bearer Securities and unmatured coupons so delivered shall
be cancelled by the Trustee. All Bearer Securities and unmatured coupons held
by the Trustee pending such cancellation shall be deemed to be delivered for
cancellation for all purposes of this Indenture and the Securities. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in
<PAGE>
57
lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities and
coupons held by the Trustee shall be destroyed by the Trustee, and the Trustee
shall deliver to the Company a certificate of such destruction. If the Company
or either Guarantor shall acquire any of the Securities or coupons, however,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities or coupons unless and until the same
are surrendered to the Trustee for cancellation.
Section 310. COMPUTATION OF INTEREST.
Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.
ARTICLE FOUR
Satisfaction and Discharge
Section 401. SATISFACTION AND DISCHARGE OF INDENTURE.
This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, and the right to receive Additional
Amounts, as provided in Section 1007), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when
(1) either
(A) all Securities theretofore authenticated and delivered and
all coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered for exchange for
Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in
Section 305, (ii) Securities and coupons which have been destroyed,
lost or stolen and which have been replaced or paid as provided in
Section 306, (iii) coupons appertaining to Securities called for
redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 1106, and
(iv) Securities and coupons for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company
or either Guarantor and thereafter repaid to the Company or such
Guarantor or discharged from such trust, as provided in Section 1003)
and not theretofore cancelled have been delivered to the Trustee (or
any other agent of the Company for such purpose) for cancellation; or
<PAGE>
58
(B) all such Securities and, in the case of (i) or (ii) below,
any coupons appertaining thereto not theretofore delivered to the
Trustee (or any other agent of the Company for such purpose) for
cancellation
(i) have become due and payable, or
(ii) will become due and payable at their Stated
Maturity within one year, or
(iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of
notice of redemption,
and the Company or either Guarantor, in the case of (i), (ii) or (iii)
above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose money in an amount sufficient to
pay and discharge the entire indebtedness on such Securities and
coupons not theretofore delivered to the Trustee for cancellation, for
principal and any premium, interest and Additional Amounts to the date
of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may
be;
(2) the Company or either Guarantor has paid or caused to be paid all
other sums payable hereunder by the Company; and
(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company and the Guarantors to the Trustee under Section 607,
the obligations of the Trustee to any Authenticating Agent under Section 614
and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of Clause (1) of this Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive.
Section 402. APPLICATION OF TRUST MONEY.
Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company or either Guarantor acting as Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium, interest and Additional
<PAGE>
59
Amounts for whose payment such money has been deposited with the Trustee.
ARTICLE FIVE
Remedies
Section 501. EVENTS OF DEFAULT.
"Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
(1) default in the payment of any installment of interest or
Additional Amounts upon any Security of that series as and when the same
becomes due and payable, and continuance of such default for a period of
30 days; or
(2) default in the payment of all or any part of the principal
(including any amount in respect of original issue discount) of or any
premium on any Security of that series at its Maturity; or
(3) default in the deposit of any sinking fund payment, as and when
due by the terms of a Security of that series; or
(4) default in the performance, or breach, of any covenant or
agreement of the Company or either Guarantor in this Indenture or in the
Guarantees with respect to the Securities of such series (other than a
covenant or agreement a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of
Securities other than that series), and continuance of such default or
breach for a period of 90 days (or such other period, if any, established
pursuant to Section 301) after there has been given, by registered or
certified mail, to the Company and the Guarantors by the Trustee or to the
Company and the Guarantors and the Trustee by the Holders of at least 25%
in principal amount of the Outstanding Securities of that series a written
notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or
(5) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company or either Guarantor
in an involuntary case or proceeding under any applicable Argentine
bankruptcy, insolvency, reorganization or other similar law (in the case
of the Company) or any applicable U.S. Federal or State
<PAGE>
60
bankruptcy, insolvency, reorganization or similar law (in the case of the
Company or either Guarantor), or (B) a decree or order adjudging the
Company or either Guarantor a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company or either Guarantor under
any applicable Argentine law (in the case of the Company) or any
applicable U.S. Federal or State law (in the case of the Company or either
Guarantor), or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or either
Guarantor or of any substantial part of its respective property, or
ordering the winding up or liquidation of its respective affairs, and the
continuance of any such decree or order for relief, any such other decree
or order or any such other event unstayed and in effect for a period of 90
consecutive days; or
(6) the commencement by the Company or either Guarantor of a
voluntary case or proceeding under any applicable Argentine bankruptcy,
insolvency, reorganization or other similar law (in the case of the
Company) or any applicable U.S. Federal or State bankruptcy, insolvency,
reorganization or similar law (in the case of the Company or either
Guarantor) or of any other case or proceeding to be adjudicated a bankrupt
or insolvent, or the consent by the Company or either Guarantor to the
entry of a decree or order for relief in respect of the Company or such
Guarantor in an involuntary case or proceeding under any applicable
Argentine bankruptcy, insolvency, reorganization or other similar law (in
the case of the Company) or any applicable U.S. Federal or State
bankruptcy, insolvency, reorganization or similar law (in the case of the
Company or either Guarantor) or the consent by the Company or either
Guarantor to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or such Guarantor or of any substantial part of
its respective property, or the making by the Company or either Guarantor
of an assignment for the benefit of creditors, or the admission by the
Company or either Guarantor in writing of inability of the Company or such
Guarantor, as the case may be, to pay its debts generally as they become
due; or
(7) any other Event of Default provided with respect to Securities of
that series.
Section 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default specified in Section 501(1), 501(2), 501(3) or
501(4) (if the Event of Default under Section 501(4) is with respect to less
than all series of Securities then Outstanding) or Section 501(7) with respect
to Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in
<PAGE>
61
principal amount of the Outstanding Securities of that series may declare the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof) to
be due and payable immediately, by a notice in writing to the Company and the
Guarantor (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately
due and payable. If an Event of Default specified in Section 501(4) (if the
Event of Default under Section 501(4) is with respect to all series of
Securities then Outstanding), 501(5) or 501(6) with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of all series (treated as one class) may declare the
principal amount of all the Securities of all series (or, if any Securities of
any series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms thereof) to be due
and payable immediately, by a notice in writing to the Company and the
Guarantors (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately
due and payable.
At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series (or of all Outstanding Securities, as the
case may be), by written notice to the Company, the Guarantors and the Trustee,
may rescind and annul such declaration and its consequences if
(1) the Company or either Guarantor has paid or deposited with the
Trustee a sum sufficient to pay
(A) all overdue interest and Additional Amounts, if any, on all
Securities of that series (or all Securities, as the case may be),
(B) the principal of (and premium, if any, on) any Securities
of that series (or all Securities, as the case may be) which have
become due otherwise than by such declaration of acceleration and any
interest thereon at the rate or rates or Yield to Maturity (in the
case of Original Issue Discount Securities) prescribed therefor in
such Securities to the date of such payment or deposit,
(C) to the extent that payment of such interest is lawful,
interest upon overdue interest and Additional Amounts, if any, at the
rate or rates prescribed therefor in such Securities to the date of
such payment or deposit, and
<PAGE>
62
(D) all sums paid or advanced by the Trustee hereunder, except
as a result of negligence, wilful misconduct or bad faith, and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;
and
(2) all Events of Default with respect to Securities of that series
(or all Securities, as the case may be), other than the non-payment of the
principal of Securities of that series (or all Securities, as the case may
be), which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company,
the Guarantors and the Trustee shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Guarantors and the Trustee shall continue as though no such
proceeding had been taken.
The foregoing provisions shall be without prejudice to the rights of each
individual Holder to initiate an action against the Company for the payment of
any principal, premium, interest and any Additional Amounts past due on any
Security, as established by Article 29 of the Negotiable Obligations Law.
Section 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.
The Company covenants that if
(1) default is made in the payment of any interest or Additional
Amounts, if any, on any Security when such interest becomes due and
payable and such default continues for a period of 30 days, or
(2) default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable on
such Securities and coupons for principal and any premium and interest and any
Additional Amounts and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and premium and on
<PAGE>
63
any overdue interest and Additional Amounts, at the rate or rates or Yield to
Maturity (in the case of Original Issue Discount Securities) prescribed therefor
in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, except as a result of its negligence, wilful misconduct
or bad faith.
If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceedings to judgment or final decree, and may enforce the same
against the Company, either Guarantor or any other obligor upon such Securities
and coupons and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company, either Guarantor or
any other obligor upon such Securities and coupons, wherever situated.
As provided in the Negotiable Obligations Law, any Holder may institute
proceedings directly against the Company in accordance with the provisions of
the Negotiable Obligations Law for the payment of past due principal, interest,
premium or Additional Amounts, if any, but from the date such proceedings are
instituted, the Holder of such Securities shall cease to have any rights under
the trust created by these presents, whether in relation to trust moneys
(including moneys recovered by the Trustee prior to the institution of such
proceedings) or otherwise. The Trustee shall be entitled to assume (and it is
the intention of the parties that it will assume) that no such proceedings have
been instituted, unless it has express notice to the contrary.
No Security which has been the subject of proceedings under the Negotiable
Obligations Law may be presented to a Paying Agent or the Registrar or Co-
Registrar for payment or replacement but in such circumstances the Company shall
make separate arrangements for payment directly to the holder of each such
Security. If any Holder, having instituted proceedings directly against the
Company in accordance with the provisions of the Negotiable Obligations Law,
subsequently disposes of the Security forming the subject matter of such
proceedings, the cessation of the rights under the trust created by these
presents occurring upon the institution of such proceedings, shall inure in
relation to the purchaser of such Security. Upon notification by the Company of
any such proceedings, the Trustee shall give notice to the Paying Agents and the
Registrar and Co-Registrar of the serial numbers of those Securities forming the
subject matter of such proceedings and the Paying Agents and the Registrar and
Co-Registrar shall make such serial numbers available to any Holder or potential
Holder upon its request.
If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion
<PAGE>
64
proceed to protect and enforce its rights and the rights of the Holders of
Securities of such series and any related coupons by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.
Section 504. TRUSTEE MAY FILE PROOFS OF CLAIM.
In case of any judicial proceeding relative to the Company or either
Guarantor (or any other obligor upon the Securities), or the property of the
Company or its creditors or of either Guarantor or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607, except as a result of the negligence, wilful misconduct or bad
faith of the Trustee.
No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; PROVIDED, HOWEVER,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.
Section 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities or
the coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or coupons or the production thereof in any proceeding
relating thereto, and any such proceeding 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 the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.
<PAGE>
65
Section 506. APPLICATION OF MONEY COLLECTED.
Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest or any Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:
First: To the payment of all amounts due the Trustee under Section
607;
Second: To the payment of accrued and unpaid interest on and interest
on amounts in default under the Securities and coupons in respect of which
or for the benefit of which such moneys have been collected which shall
then be outstanding, such payments to be made ratably to the persons
entitled thereto;
Third: To the payment of principal and premium and Additional
Amounts, if any, on such Securities, ratably to the aggregate of such
principal and premium, if any, and Additional Amounts, if any; and
Fourth: The surplus (if any) of such moneys and any interest accrued
or earned on such moneys received by the Trustee shall be paid to the
Company or the Guarantor or either of their assigns.
Section 507. LIMITATION ON SUITS.
Except as provided in the last paragraph of Section 502 and in Section
503, no Holder of any Security of any series or any related coupons shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless
(1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that
series;
(2) in the case of an Event of Default specified in Section 501(1),
501(2) or 501(3) or Section 501(7), the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series, or in the
case of an Event of Default specified in Section 501(4) (which relates to
less than all series of Securities then Outstanding), the Holders of not
less than 25% in principal amount of the Outstanding Securities of each
series affected thereby (each such series treated as a separate class),
or, in the case of any Event of Default specified in Section 501(4) (which
relates to all series of Securities then Outstanding), 501(5)
<PAGE>
66
or 501(6), the Holders of not less than 25% in principal amount of the
Outstanding Securities of all series (treated as one class), shall have
made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;
(3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;
(4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of the series
affected thereby (or all series, as the case may be);
it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.
Section 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.
Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupons shall have the right, which is absolute and unconditional,
to receive payment of the principal of and any premium and (subject to Section
307) interest on such Security or payment of such coupon on the respective
Stated Maturities expressed in such Security or coupon (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.
Section 509. RESTORATION OF RIGHTS AND REMEDIES.
If the Trustee or any Holder of a Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture (including
proceedings under Article 29 of the Negotiable Obligations Law) and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the
Guarantors, the Trustee and the Holders of Securities and coupons shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and
<PAGE>
67
the Holders of Securities and coupons shall continue as though no such
proceeding had been instituted.
Section 510. RIGHTS AND REMEDIES CUMULATIVE.
Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of any Securities or coupons is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.
Section 511. DELAY OR OMISSION NOT WAIVER.
No delay or omission of the Trustee or of any Holder of any Securities or
coupons to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders of Securities and coupons may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities and coupons, as the case may be.
Section 512. CONTROL BY HOLDERS.
In the case of an Event of Default specified in Section 501(1), 501(2) or
501(3), the Holders of a majority in principal amount of the Outstanding
Securities of that series, or in the case of an Event of Default specified in
Section 501(4) (which relates to less than all series of Securities then
Outstanding), the Holders of a majority in principal amount of the Outstanding
Securities of each series affected thereby (each series acting as a separate
class), or, in the case of any Event of Default specified in Section 501(4)
(which relates to all series of Securities then Outstanding), 501(5) or 501(6),
the Holders of a majority in principal amount of the Outstanding Securities of
all series (acting as one class) shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series (or all Securities, as the case may be), PROVIDED that
(1) such direction shall not be in conflict with any rule of law or
with this Indenture, and
(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.
<PAGE>
68
Section 513. WAIVER OF PAST DEFAULTS.
In the case of an Event of Default specified in Section 501(3) or 501(4)
(which relates to less than all series of Securities then Outstanding), the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series affected thereby (each series acting as a separate
class) may on behalf of the Holders of all the Securities of such series and any
related coupons waive any past default hereunder with respect to such series and
its consequences, or, in the case of an Event of Default specified in
Section 501(4) (which relates to all series of Securities then Outstanding),
501(5) or 501(6), the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series (acting as one class) may on behalf of
the Holders of all the Securities of all series and any related coupons waive
any past default hereunder with respect to such Securities and its consequences,
except a default
(1) in the payment of the principal of or any premium or interest on
any Security of such series or all the Securities, as the case may be
(except that a default in payment resulting from a declaration of
acceleration which declaration of acceleration has been rescinded and
annulled in accordance with Section 502 may be waived in accordance with
this Section 513), or
(2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series (or all Outstanding Securities,
as the case may be) affected.
Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.
Section 514. UNDERTAKING FOR COSTS.
In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; PROVIDED that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or either Guarantor.
<PAGE>
69
Section 515. CURRENCY INDEMNITY.
Any amount received or recovered in respect of any amount payable by the
Company or either Guarantor, as the case may be, under or in connection with any
Security or the related Guarantees, including damages, in a currency other than
the currency in which such Security is denominated (the "denomination currency")
(whether as a result of, or of the enforcement of, a judgment or order of a
court of any jurisdiction, in the bankruptcy, liquidation or dissolution of the
Company or otherwise) by any Holder of Securities in respect of any amount
expressed to be due to it from the Company or such Guarantor, as the case may
be, shall only constitute a discharge of the Company or such Guarantor, as the
case may be, to the extent of the amount in the denomination currency which the
recipient is able to purchase with the amount so received or recovered in that
other currency on the date of that receipt or recovery (or, if it is not
practicable to make that purchase on that date, on the first date on which it is
practicable to do so). If the amount received or recovered in that other
currency is less than the amount in the denomination currency expressed to be
due to the recipient under any Security or the related Guarantees, the Company
and the Guarantors shall indemnify such recipient against any loss (as measured
by the difference between such amount in the denomination currency and the
amount received or recovered) sustained by it as a result. In any event, the
Company and the Guarantors shall indemnify the recipient against the cost of
making any such purchase. For the purposes of this Section, it will be
sufficient for the Holder to certify in a satisfactory manner (indicating the
sources of information used) that it would have suffered a loss had an actual
purchase of the denomination currency been made with the amount so received in
that other currency on the date of receipt or recovery (or, if a purchase of the
denomination currency on such date had not been practicable, on the first date
on which it would have been practicable, it being required that the need for a
change of date be certified in the manner mentioned above). The foregoing
indemnities shall constitute separate and independent obligations of each of the
Company and the Guarantors, shall give rise to a separate and independent cause
of action, and shall continue in full force and effect despite any such judgment
or order as aforesaid.
ARTICLE SIX
The Trustee
Section 601. CERTAIN DUTIES AND RESPONSIBILITIES.
The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have
<PAGE>
70
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section.
Section 602. NOTICE OF DEFAULTS.
If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; PROVIDED,
HOWEVER, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.
Section 603. CERTAIN RIGHTS OF TRUSTEE.
Subject to the provisions of Section 601:
(1) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, coupon, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(2) any request or direction of the Company (including the Argentine
Branch) or either Guarantor mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order or Guarantor Request or
Guarantor Order, as the case may be, and any resolution of the Board of
Directors of the Company, the General Manager or the [Deputy General
Manager] of the Argentine Branch or the Board of Directors of either
Guarantor shall be sufficiently evidenced by a Board Resolution of the
Company, a General Manager Resolution of the Argentine Branch or a Board
Resolution of such Guarantor, as the case may be;
(3) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officers' Certificate;
(4) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any
<PAGE>
71
action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;
(5) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such
Holders of Securities of any series or any related coupons shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with
such request or direction;
(6) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, coupon, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company and the Guarantors, personally or by agent or
attorney; and
(7) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by
it hereunder.
Section 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
Other than as specifically provided in the Trustee recitals to this
Indenture, the recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, and in any coupons and the Guarantees,
shall be taken as the statements of the Company or the relevant Guarantor, as
the case may be, and neither the Trustee nor any Authenticating Agent assumes
any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities, the
coupons or the Guarantees. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company of Securities or
the proceeds thereof.
Section 605. MAY HOLD SECURITIES.
The Trustee, any Authenticating Agent, any Paying Agent, the Registrar,
the Co-Registrar or any other agent of the Company or either Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject
<PAGE>
72
to Sections 608 and 613, may otherwise deal with the Company and the Guarantors
with the same rights it would have if it were not Trustee, Authenticating Agent,
Principal Paying Agent, Co-Registrar or such other agent.
Section 606. MONEY HELD IN TRUST.
Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company or either Guarantor, as the case may be. So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid from time to time to the Company or relevant
Guarantor, as the case may be, upon the written order of the Company or such
Guarantor, signed by the Chairman of the Board, the President, any Vice
President, the Treasurer or an Assistant Treasurer of the Company or such
Guarantor or, in the case of the Company, the General Manager of the Argentine
Branch.
Section 607. COMPENSATION AND REIMBURSEMENT.
The Company and the Guarantors agree
(1) to pay to the Trustee an amount equal to U.S. $3,500 per year,
payable annually, or such other reasonable compensation from time to time
as shall be agreed upon in writing for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);
(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence, wilful
misconduct or bad faith; and
(3) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence, wilful
misconduct or bad faith on its part, arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its
powers or duties hereunder.
<PAGE>
73
Section 608. CONFLICTING INTERESTS.
If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series or a trustee under an Indenture, dated as of
October 1, 1992, among Amoco Canada Petroleum Company Ltd., the Company, the
Guarantors and the Trustee.
Section 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; AGENT IN ARGENTINA.
There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act and the Negotiable Obligations Law
to act as such and has a combined capital and surplus of at least U.S.
$50,000,000 and has its Corporate Trust Office in The City of New York. If any
such Person publishes reports of condition at least annually, pursuant to law or
to the requirements of its supervising or examining authority, then for the
purposes of this Section and to the extent permitted by the Trust Indenture Act,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.
So long as the Securities of any series are Outstanding, the Trustee shall
maintain an agent in the City of Buenos Aires, Argentina to receive notices on
the Trustee's behalf in Argentina and to act on the Trustee's behalf as
necessary. The Trustee has initially appointed The Chase Manhattan Bank, N.A.
(Buenos Aires), currently at the address specified in the first paragraph of
this instrument, as its agent in the City of Buenos Aires, Argentina.
Section 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.
The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company and the
Guarantors. If the instrument of acceptance
<PAGE>
74
by a successor Trustee required by Section 611 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.
The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company and the Guarantors. Such Holders of a majority in principal amount of
the Outstanding Securities of such series may nominate with respect to such
series of Securities a successor trustee by written notice of such action to the
Trustee, the Company, the Guarantors and the successor trustee which shall be
deemed appointed as successor trustee with respect to such series of Securities,
unless within ten days after such nomination the Company or either Guarantor
objects thereto, in which case the Trustee so removed or any Holder of a
Security of such Series upon the terms and conditions and otherwise as provided
in this Section 610, may petition any court of competent jurisdiction for an
appointment of a successor trustee with respect to such series of Securities.
If at any time:
(1) the Trustee shall fail to comply with Section 608 after written
request therefor by the Company, either Guarantor or any Holder who has
been a bona fide Holder of a Security for at least six months, or
(2) the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Company, either
Guarantor or any such Holder, or
(3) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.
If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series,
<PAGE>
75
the Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 611. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of Securities and accepted appointment
in the manner required by Section 611, subject to Section 514, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.
The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106 and to the CNV.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.
Section 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.
In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company, the Guarantors and the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company, either Guarantor or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.
In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the
Guarantors, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those
<PAGE>
76
series to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company, either Guarantor or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates.
Upon request of any such successor Trustee, the Company and the Guarantors
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.
No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.
Section 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, PROVIDED such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such
<PAGE>
77
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.
Section 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
If and when the Trustee shall be or become a creditor of the Company or
either Guarantor (or any other obligor upon the Securities and any related
coupons), the Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of claims against the Company or such Guarantor (or
any such other obligor).
Section 614. APPOINTMENT OF AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate, deliver, redeliver or endorse Securities of such
series issued upon original issue and upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
of Securities by the Trustee, delivery or redelivery of Securities to or by the
Trustee, the Trustee's certificate of authentication or endorsement of the
Securities by the Trustee, such reference shall be deemed to include
endorsement, authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and the Guarantors and shall at all times be a
corporation organized and doing business under the laws of the United States of
America, any State or Territory thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than U.S. $50,000,000 and subject to supervision or
examination by Federal, State, Territorial or District of Columbia authority.
If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.
Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any
<PAGE>
78
corporation succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, PROVIDED
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee, the Company and the Guarantors. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent, the Company and the Guarantors. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and the Guarantors
and shall give notice of such appointment in the manner provided in Section 106
to all Holders of Registered Securities, if any, of the series with respect to
which such Authenticating Agent will serve. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.
The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.
If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
AS TRUSTEE
By________________________
AS AUTHENTICATING AGENT
By________________________
AUTHORIZED OFFICER
<PAGE>
79
ARTICLE SEVEN
Holders' Lists and Reports by Trustee, Company and Guarantors
Section 701. COMPANY AND GUARANTORS TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.
The Company will furnish or cause to be furnished to the Trustee
(1) semi-annually, not later than August 28 and February 28 in each
year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Registered Securities of each series
as of the preceding June 30 or December 31, as the case may be, and
(2) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company or either Guarantor of any such
request, a list of similar form and content as of a date not more than 15
days prior to the time such list is furnished;
EXCLUDING from any such list names and addresses received by the Trustee in its
capacity as Co-Registrar or by the Registrar.
Section 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Registered Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of Registered Securities
received by the Trustee in its capacity as Co-Registrar. The Trustee may
destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.
The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.
Every Holder of Securities, by receiving and holding the same, agrees with
the Company, the Guarantors and the Trustee that neither the Company nor the
Guarantors nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to names and addresses
of Holders of Registered Securities made pursuant to the Trust Indenture Act.
<PAGE>
80
Section 703. REPORTS BY TRUSTEE.
The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.
Reports so required to be transmitted at stated intervals of not more than
12 months shall be transmitted no later than May 15 in each calendar year,
commencing in 1995.
A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company and the
Guarantors. The Company and the Guarantors will notify the Trustee when any
Securities are listed on any stock exchange.
Section 704. REPORTS BY COMPANY AND GUARANTORS.
The Company and the Guarantors shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
PROVIDED that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is so required to be filed
by the Company or either Guarantor with the Commission.
ARTICLE EIGHT
Consolidation, Merger, Sale or Conveyance
Section 801. MERGER, CONSOLIDATION OR SALE OF ASSETS BY THE COMPANY.
Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other
corporation or corporations (whether or not affiliated with the Company), or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale or conveyance
of all or substantially all the property of the Company, to any other
corporation (whether or not affiliated with the Company) authorized to acquire
and operate the same; PROVIDED, HOWEVER, and the Company hereby covenants and
agrees, that (i) upon any such consolidation, merger, sale or conveyance, other
than any such sale or conveyance by the Company to a Subsidiary, the due and
punctual payment of the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of and any interest, premium or Additional Amounts on
all of the Securities and any coupons,
<PAGE>
81
according to their respective tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company, shall be expressly assumed, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee by
the corporation (if other than the Company) formed by such consolidation, or
into which the Company shall have been merged, or by the corporation which shall
have acquired such property and that (ii) such successor corporation shall agree
in such supplemental indenture that any amount to be paid by such successor
corporation to Holders of the Securities and coupons shall be paid without
deduction or withholding for any and all present and future withholding taxes,
levies and charges whatsoever imposed by or for the account of the country
(other than the United States) in which any such successor corporation is
organized or any political subdivision or taxing authority thereof or therein,
or if deduction or withholding of any such taxes, levies or charges shall at any
time be required by such country as aforesaid, or any of its political
subdivisions or taxing authorities, such successor corporation will pay any such
additional amount in respect of principal (including any amount in respect of
original issue discount) and interest, premium or Additional Amounts, if any, as
may be necessary in order that the net amounts paid to the Holders of the
Securities and coupons or the Trustee, as the case may be, after such deduction
or withholding, shall equal the respective amounts of principal (including any
amount in respect of original issue discount) and interest, premium or
Additional Amounts, if any, as specified in the Securities and any coupons to
which such Holders or the Trustee are entitled; except that the foregoing shall
not apply to any such tax, levy or charge which would not be payable or due but
for the fact that (A) the Holder of such Security or coupon is a domiciliary,
national or resident of, or is ordinarily resident in, or is engaged in business
or maintains a branch or agency or a permanent establishment or is physically
present in such country or such political subdivision or otherwise has some
connection with such country or such political subdivision other than by the
holding or ownership of a Security or coupon or the collection of principal
(including any amount in respect of original issue discount) and interest,
premium or Additional Amounts, if any, or the enforcement of a Security, coupon
or Guarantee, (B) the Holder failed to make a declaration that it is not a
domiciliary, national or resident of such country or such political subdivision
(or as to any other matter) or to exercise any other claim to which it is
entitled, or (C) where presentation is required, such Security or coupon was
presented more than 10 days after the date such payment became due or was
provided for, whichever is later, and (D) the Company or such successor
corporation, as the case may be, shall not, immediately after such merger,
consolidation, sale or conveyance, be in default in the performance of any
covenants or obligations of the Company under the Securities or coupons or of
this Indenture.
Each Holder of Securities of any series shall be deemed, by its purchase
or acquisition of such Securities, to have irrevocably
<PAGE>
82
waived, to the fullest extent permitted under applicable law, its rights as a
creditor of the Company by virtue of its ownership or holding of such Securities
to oppose or to take any action to oppose any consolidation, merger, sale or
conveyance as aforesaid on the grounds of Article 83, third paragraph, of
Argentine Law No. 19,550, as amended.
Section 802. SUCCESSOR CORPORATION TO THE COMPANY.
In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor corporation, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of and interest, premium and Additional Amounts, if
any, on all of the Securities, together with any coupons appertaining thereto,
and the due and punctual performance of all of the covenants and conditions of
this Indenture to be performed by the Company, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name (or, with
respect to Securities of a series previously authorized hereunder, in the name
of Amoco Argentina Oil Company) any or all of the Securities issuable hereunder,
together with any coupons appertaining thereto, which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor corporation instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities, together with any coupons
appertaining thereto, which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication, and any
Securities, together with any coupons appertaining thereto, which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Securities of any series so issued, together with any
coupons appertaining thereto, shall in all respects have the same legal rank and
benefit under this Indenture as the Securities of such series, together with any
coupons appertaining thereto, theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Securities, together with
any coupons appertaining thereto, had been issued at the date of the execution
of the Securities. In the event of any such sale or conveyance, the Company or
any successor corporation which shall theretofore have become such in the manner
described in this Article Eight shall be discharged from all obligations and
covenants under this Indenture and the Securities and any coupons and may be
dissolved and liquidated.
In case of any such consolidation, merger, sale or conveyance such changes
in phraseology and form (but not in substance) may be
<PAGE>
83
made in the Securities and coupons thereafter to be issued as may be
appropriate.
Section 803. MERGER, CONSOLIDATION OR SALE OF ASSETS BY THE GUARANTORS.
Subject to the provisions of Section 1005(d), nothing contained in this
Indenture, in any of the Securities or coupons or in any of the Guarantees shall
prevent any consolidation or merger of either Guarantor with or into any other
corporation or corporations (whether or not affiliated with such Guarantor), or
successive consolidations or mergers in which either Guarantor or its successor
or successors shall be a party or parties, or shall prevent any sale or
conveyance of all or substantially all the property of either Guarantor, to any
other corporation (whether or not affiliated with such Guarantor) authorized to
acquire and operate the same; PROVIDED, HOWEVER, each Guarantor hereby covenants
and agrees, that upon any such consolidation, merger, sale or conveyance, other
than any such sale or conveyance by either Guarantor to the Company, the other
Guarantor or one of the Restricted Subsidiaries, the Guarantee of the due and
punctual payment of the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of and interest, premium and Additional Amounts, if
any, on all of the Securities and any coupons and the Guarantees, according to
their respective tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by such
Guarantor, shall be expressly assumed, by supplemental indenture satisfactory in
form to the Trustee, executed and delivered to the Trustee by the corporation
(if other than such Guarantor) formed by such consolidation, or into which such
Guarantor shall have been merged, or by the corporation which shall have
acquired such property.
Section 804. SUCCESSOR CORPORATION TO THE GUARANTORS.
In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor corporation, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantee of the due and punctual payment of the principal (or, if the
Securities are Original Issue Discount Securities, such portion of the principal
amount as may be specified in terms of that series) of and interest, premium and
Additional Amounts, if any, on all of the Securities together with any coupons
appertaining thereto and the Guarantees, and the due and punctual performance of
all of the covenants and conditions of this Indenture to be performed by such
Guarantor, such successor corporation shall succeed to and be substituted for
such Guarantor, with the same effect as if it had been named herein as a
Guarantor. Such successor corporation thereupon may cause to be signed, and may
issue either in its own name (or, with respect to Guarantees of Securities of a
series previously authorized hereunder, in the name of Amoco Corporation
<PAGE>
84
or Amoco Company, as the case may be) any or all of the Guarantees issuable
hereunder which theretofore shall not have been signed by such Guarantor and
delivered to the Trustee; and, upon the order of such successor corporation
instead of such Guarantor and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall deliver any
Guarantees which previously shall have been signed and delivered by the officers
of such Guarantor to the Trustee, and any Guarantees which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee.
All the Guarantees of any series so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Guarantees of such series
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Guarantees had been issued at the date of the execution
hereof. In the event of any such sale or conveyance such Guarantor or any
successor corporation which shall theretofore have become such in the manner
described in this Article Eight shall be discharged from all obligations and
covenants under this Indenture, the Securities and the Guarantees and may be
dissolved and liquidated.
In case of any such consolidation, merger, sale or conveyance such changes
in phraseology and form (but not in substance) may be made in the Securities and
coupons and the Guarantees thereafter to be issued as may be appropriate.
Section 805. OPINION OF COUNSEL TO BE GIVEN TRUSTEE.
The Trustee, subject to the provisions of Sections 601 and 603, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale or conveyance and any such assumption complies with
the provisions of this Article Eight.
ARTICLE NINE
Supplemental Indentures
Section 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities or coupons, the Company,
when authorized by a Board Resolution and a General Manager Resolution, the
Guarantors, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental hereto
for any of the following purposes:
(1) to evidence the succession of another Person to the Company or
either Guarantor and the assumption by any such successor of the covenants
of the Company or such Guarantor herein and in the Securities or the
Guarantees; or
(2) to add to the covenants of the Company or the Guarantors for the
benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit
<PAGE>
85
of less than all series of Securities, stating that such covenants are
expressly being included solely for the benefit of such series), and to
make the occurrence, or the occurrence and continuance, of a default in
any of such additional covenants a default or an Event of Default
permitting the enforcement of all or any of the several remedies provided
in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect
of any such additional covenant such supplemental indenture may provide
for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the
remedies available to the Trustee upon such default, or to surrender any
right or power herein conferred upon the Company or the Guarantors; or
(3) to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Securities, to permit Bearer Securities to
be issued in exchange for Registered Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in
uncertificated form, PROVIDED that any such action shall not adversely
affect the interests of the Holders of Securities of any series or any
related coupons in any material respect; or
(4) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, PROVIDED that
any such addition, change or elimination (A) shall neither apply to any
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor modify the
rights of the Holder of any such Security with respect to such provision
and (B) shall not become effective in respect of any Security of any
series created prior to the execution of such supplemental indenture until
such time as there is no such Security of such series Outstanding; or
(5) to secure the Securities and the Guarantees pursuant to the
requirements of Section 1008 or otherwise; or
(6) to establish the form or terms of Securities of any series and
any related coupons as permitted by Sections 201 and 301 or of the related
Guarantees as permitted by Section 206; or
(7) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts
<PAGE>
86
hereunder by more than one Trustee, pursuant to the requirements of
Section 611; or
(8) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, PROVIDED that such action pursuant
to this Clause (8) shall not adversely affect the interests of the Holders
of Securities of any series or any related coupons in any material
respect; or
(9) to provide for the assumption by either Guarantor or a wholly
owned subsidiary (subject to and upon compliance with the provisions of
Section 801) of all liabilities and obligations of the Company with
respect to the Securities of one or more series and any related coupons,
and upon such assumption, the release of the Company from all such
liabilities and obligations.
Section 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
With the consent of the Holders of not less than 66 2/3% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture obtained at a meeting of Holders in accordance with
Article Fifteen, by Act of said Holders delivered to the Company, the Guarantors
and the Trustee, the Company, when authorized by a Board Resolution and a
General Manager Resolution, the Guarantors, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
and any related coupons under this Indenture; PROVIDED, HOWEVER, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or change any obligation of the
Company or either Guarantor to pay Additional Amounts pursuant to
Section 1007, or reduce the amount of the principal of an Original Issue
Discount Security or any other Security which would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502, or change any Place of Payment where, or the coin or currency
in which, any Security or any premium or interest or Additional Amounts
thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or
<PAGE>
87
(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 1504 for quorum or
voting, or
(3) modify any of the provisions of this Section or Section 513 or
Section 1008, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby; PROVIDED, HOWEVER, that this clause shall not be deemed to
require the consent of any Holder of a Security or coupon with respect to
changes in the references to "the Trustee" and concomitant changes in this
Section and Section 1008, or the deletion of this proviso, in accordance
with the requirements of Sections 611 and 901(8), or
(4) change in any manner adverse to the interests of the Holders of
any Outstanding Securities the terms and conditions of the obligations of
the Guarantors in respect of the due and punctual payment of the principal
thereof and any premium or interest or Additional Amounts thereon or any
sinking or analogous fund payments provided in respect thereof.
A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.
It shall not be necessary for any Act of Holders of Securities under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.
Section 903. EXECUTION OF SUPPLEMENTAL INDENTURES.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. Upon the request of the Company and
the Guarantors, accompanied in each case by a copy of a Board Resolution (and,
in the case of the Company, a General Manager Resolution), or of an appropriate
record of action taken pursuant to a Board Resolution (and, in the case of the
Company, a
<PAGE>
88
General Manager Resolution), authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
the Holders of Securities, as aforesaid, the Trustee shall join with the Company
and the Guarantors in the execution of such supplemental indenture; PROVIDED,
HOWEVER, that the Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.
Section 904. EFFECT OF SUPPLEMENTAL INDENTURES.
Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
and of any coupons appertaining thereto shall be bound thereby.
Section 905. CONFORMITY WITH TRUST INDENTURE ACT.
Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.
Section 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company and the
Guarantors shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee, the Company and the Guarantors, to any
such supplemental indenture may be prepared and executed by the Company, the
Guarantees endorsed thereon may be executed by the Guarantors and such
Securities may be authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.
ARTICLE TEN
Covenants
Section 1001. PAYMENT OF PRINCIPAL, PREMIUM, INTEREST, AND ADDITIONAL AMOUNTS.
The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium, interest or Additional Amounts on the Securities of that series in
accordance with the terms of the Securities, any coupons appertaining thereto
and this Indenture. Unless otherwise specified as contemplated by Section 301
with respect to any series of Securities, any interest due on Bearer Securities
on or before Maturity shall be payable only upon
<PAGE>
89
presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature.
Section 1002. MAINTENANCE OF OFFICE OR AGENCY.
If Securities of a series are issuable only as Registered Securities, the
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, an agency where Securities of that series may be surrendered for
registration of transfer or exchange and an agency where notices and demands to
or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will, unless otherwise provided with
respect to the Securities of a series pursuant to Section 301, maintain (A) in
each of the City of Buenos Aires, Argentina and The City of New York, an office
or agency where any Registered Securities of that series may be presented or
surrendered for payment (including payment of any Additional Amounts payable on
Securities of that series pursuant to Section 1007), where Registered Securities
of that series may be surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange, where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served and where Bearer Securities of that series and related coupons may
be presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise), (B) subject to any laws or regulations
applicable thereto, in each of a Place of Payment for that series which is
located outside the City of Buenos Aires, Argentina and the United States, an
office or agency where Securities of that series and related coupons may be
presented and surrendered for payment (including payment of any Additional
Amounts payable on Securities of that series pursuant to Section 1007);
PROVIDED, HOWEVER, that if the Securities of that series are listed on The
London Stock Exchange, the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in
London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of that series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located outside the United States an office or
agency where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made, and
notices and demands may be made or served, at the
<PAGE>
90
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may only be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of
that series pursuant to Section 1007) at any Paying Agent outside the United
States with respect to such series (except as provided below in the next
succeeding paragraph), and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.
No payment of principal, premium or interest on Bearer Securities 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 with a bank located in the United States; PROVIDED, HOWEVER, that, if
the Securities of a series are denominated and payable in U.S. dollars, payment
of principal of and any premium and interest on any Bearer Security (including
any Additional Amounts payable on Securities of such series pursuant to
Section 1007) shall be made at the office of the Company's Paying Agent in The
City of New York, if (but only if) payment in U.S. dollars of the full amount of
such principal, premium, interest or Additional Amounts, as the case may be, at
all offices or agencies outside the United States maintained for the purpose by
the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.
The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designation as the Company may deem desirable or expedient; PROVIDED, HOWEVER,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.
The Guarantors will maintain in The City of New York, an office or agency
where notices and demands to or upon the Guarantors in respect of the Guarantees
and this Indenture may be served, which shall initially be the Corporate Trust
Office of the Trustee. The Guarantors will give prompt written notice to the
Trustee of the location, and any change in the location, of any such office or
agency. If at any time the Guarantors shall fail to maintain any such required
office or agency in respect of the Guarantees or shall fail to furnish the
Trustee with the address thereof, such notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and each Guarantor hereby appoints
the same as its agent to receive such respective presentations, surrenders,
notices and demands.
<PAGE>
91
Section 1003. PROVISIONS AS TO PAYING AGENT; MONEY FOR SECURITIES PAYMENTS TO
BE HELD IN TRUST; RETURN OF UNCLAIMED MONEYS.
If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium, interest or Additional Amounts on any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal and any premium,
interest and Additional Amounts so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of any failure so to act.
Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of or any
premium, interest or Additional Amounts on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of any failure so to
act.
Each of The Chase Manhattan Bank (National Association) and The Chase
Manhattan Bank, N.A. (Buenos Aires), as Paying Agents, hereby agrees (subject to
the provisions of this Section) that it will, and the Company will cause each
other Paying Agent for any series of Securities to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will,
(1) comply with the provisions of the Trust Indenture Act applicable to it as a
Paying Agent and (2) during the continuance of any default by the Company or the
Guarantors (or any other obligor upon the Securities of that series) in the
making of any payment in respect of the Securities of that series, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of that
series.
The Company or either Guarantor may at any time, for the purpose of
obtaining the satisfaction and discharge with respect to one or more or all
Series of Securities under this Indenture or for any other purpose, pay, or by
Company Order or Guarantor Order direct any Paying Agent to pay, to the Company
or to the Trustee all sums held in trust for any such series by the Company,
such Guarantor or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company, such
Guarantor or such Paying Agent; and, upon such payment by any Paying Agent to
the Company or the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held, by
the Company or either Guarantor, in trust for the
<PAGE>
92
payment of the principal of or any premium, interest or Additional Amounts on
any Security of any series and remaining unclaimed for three years after such
principal, premium, interest or Additional Amounts have become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property law, be paid to the Company or such
Guarantor, as the case may be, on Company Request, or, if then held by the
Company or such Guarantor, shall be discharged from such trust; and the Holder
of such Security or any coupon appertaining thereto shall thereafter, as an
unsecured general creditor, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, look only to the
Company and the Guarantors for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company or such Guarantor as trustee thereof, shall thereupon cease; PROVIDED,
HOWEVER, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment for such series of
Securities, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company or such Guarantor, as the case may be.
Section 1004. STATEMENT BY OFFICERS AS TO DEFAULT.
The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officer's
Certificate, stating that, in the course of the performance by the signer of
such Officer's Certificate of his duties as an officer of the Company, he would
normally have knowledge of any default by the Company in the performance and
observance by the Company of any of the terms, provisions and conditions of this
Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the signer has knowledge that the Company is in
default, specifying all such defaults and the nature and status thereof of which
he may have knowledge.
Each Guarantor will deliver to the Trustee, within 120 days after the end
of each fiscal year of such Guarantor ending after the date hereof, an Officer's
Certificate, stating that, in the course of the performance by the signer of
such Officer's Certificate of his duties as an officer of such Guarantor, he
would normally have knowledge of any default by such Guarantor in the
performance and observance by such Guarantor of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the signer has knowledge that
such Guarantor shall be in default, specifying all such defaults and the nature
and status thereof of which he may have knowledge.
<PAGE>
93
Section 1005. LIMITATION ON LIENS.
(a) Amoco Company will not, nor will it permit any Restricted Subsidiary
to, issue, assume or guarantee any Debt if such Debt is secured by a Mortgage
upon (i) any Producing Property, (ii) any Refining or Manufacturing Property or
(iii) any shares of stock or indebtedness of any Restricted Subsidiary, without
in any such case effectively providing, concurrently with the issuance,
assumption or guarantee of any such Debt, that the Securities (together with, if
Amoco Company shall so determine, any other indebtedness of, or guaranteed by,
Amoco Company or such Restricted Subsidiary ranking equally with the Securities
and then existing or thereafter created) shall be secured equally and ratably
with (or prior to) such Debt, so long as such Debt shall be so secured;
PROVIDED, HOWEVER, that the foregoing restriction shall not apply to:
(1) Mortgages existing as of the date of the first issuance by the
Company of the Securities of any series issued pursuant to this Indenture;
(2) Mortgages on property, shares of stock or indebtedness, or in
respect of indebtedness, of any corporation existing at the time such
corporation becomes a Restricted Subsidiary, or arising thereafter
pursuant to contractual commitments entered into prior to and not in
contemplation of such corporation becoming a Restricted Subsidiary;
(3) Mortgages on property, shares of stock or indebtedness, or in
respect of indebtedness, existing at the time of acquisition thereof
(including acquisition through merger, amalgamation or consolidation), or
arising thereafter pursuant to contractual commitments entered into prior
to and not in contemplation of the acquisitions of such property, shares
of stock or indebtedness;
(4) Mortgages securing the payment of all or any part of the purchase
price of any property or securing any Debt incurred prior to, at the time
of or within 90 days after the acquisition of such property for the
purpose of financing all or any part of the purchase price thereof
(provided such Mortgages are limited to such property and improvements
thereon);
(5) Mortgages which secure Debt owing by any Restricted Subsidiary,
to the Company, Amoco, Amoco Company or to a Restricted Subsidiary;
(6) Mortgages on any Producing Property or Refining or Manufacturing
Property to secure all or any part of the cost of surveying, exploration,
mining, drilling, extraction, development, construction, alteration,
repair or improvement of all or any part thereof, or to secure Debt
incurred prior to, at the time of or within 12 months after the completion
<PAGE>
94
of such surveying, exploration, mining, drilling, extraction, development,
construction, alteration, repair or improvement, whichever is later, for
the purpose of financing all or any part of such cost (provided such
Mortgages are limited to such property and improvements thereon);
(7) Mortgages securing Debt in respect of commitments of purchase or
sale of, or the transportation or distribution of, products derived from
the property so mortgaged;
(8) Mortgages on personal property, other than on any shares of stock
or indebtedness of any Restricted Subsidiary;
(9) Mortgages securing Debt incurred in connection with environmental
law obligations imposed by or pursuant to legislative, governmental or
regulatory authority;
(10) Mortgages in favor of or at the request of the United States or
any state or territory thereof, or any other country or any department,
agency, instrumentality or political subdivision of any such jurisdiction,
or in favor of holders of securities issued by any such entity, securing
Debt owing thereto or partial, progress, advance or other payments or
performance pursuant to the provisions of any contract, subcontract or
statute, or to secure any indebtedness incurred for the purpose of
financing all or any part of any purchase price or cost of constructing or
improving the property subject thereto, including, without limitation, any
Mortgages securing Debt issued, assumed or guaranteed in industrial
development, pollution control, or similar revenue bonds;
(11) Mortgages arising by reason of any judgment, decree or order of
any court, so long as any appropriate legal proceedings which may have been
initiated for the review of such judgment, decree or order shall not have
been finally terminated or so long as the period within which such
proceedings may be initiated shall not have expired, or by reason of any
deposit or pledge with any surety company or clerk of any court, or in
escrow, as collateral in connection with, or in lieu of, any bond on appeal
from any judgment or decree against Amoco Company or any Restricted
Subsidiary or in connection with other proceedings or actions at law or in
equity by or against Amoco Company or any Restricted Subsidiary;
(12) Mortgages on current assets to secure Debt incurred in the
ordinary course of business and maturing not more than twelve months from
the date incurred; and
(13) any extension, renewal, alteration or replacement (or successive
extensions, renewals, alterations or replacements), in whole or in part, of
any Mortgage referred to in the foregoing clauses (1) through (12)
inclusive; provided that the principal amount of Debt secured thereby
<PAGE>
95
shall not materially exceed the principal amount of Debt so secured at the
time of such extension, renewal, alteration or replacement and that such
extension, renewal, alteration or replacement shall be limited to all or a
part of the property (plus improvements on such property) which secured the
Mortgage so extended, renewed, altered or replaced.
(b) Notwithstanding the foregoing provisions of subsection (a) of
this Section 1005, Amoco Company and any one or more Restricted Subsidiaries may
issue, assume or guarantee any secured Debt which would otherwise be subject to
the foregoing restrictions in an aggregate amount which, together with all other
such secured Debt of Amoco Company and its Restricted Subsidiaries and the
amount of capitalized lease obligations (as included in the latest annual
audited consolidated balance sheet of Amoco) related to property subject to Sale
and Lease-Back Transactions (as defined in Section 1006) which would be subject
to the restrictions of Subsection 1006(b) but for this paragraph, does not at
the time exceed 10% of Consolidated Adjusted Net Assets.
(c) For the purpose of this Section 1005 and Section 1006, the
following types of transactions, among others, shall not be deemed to create
Debt: (i) the sale or other transfer of oil, gas or other minerals in place for
a period of time until, or in an amount such that, the purchaser will realize
therefrom a specified amount of money (however determined) or a specified amount
of such minerals or (ii) the sale or other transfer of any other interest in
property of the character commonly referred to as a "production payment".
(d) Amoco Company will not, nor will it permit any Restricted
Subsidiary to, merge or consolidate with another corporation if any Producing
Property or Refining or Manufacturing Property or shares of stock or
indebtedness of any Restricted Subsidiary owned immediately prior thereto which
remains Producing Property or Refining or Manufacturing Property or shares of
stock or indebtedness of any Restricted Subsidiary immediately thereafter would
thereupon become subject to any Mortgage, other than a Mortgage referred to in
the foregoing clauses (1) through (13) inclusive of subsection (a) above and
other than a Mortgage for, evidencing or with respect to secured Debt which is
permitted under subsection (b) of this Section 1005, unless Amoco Company or
such Restricted Subsidiary shall have effectively provided that the Securities
(together with, if Amoco Company shall so determine, any other indebtedness of
or guaranteed by Amoco Company or such Restricted Subsidiary ranking equally
with the Securities and then existing or thereafter created) shall be secured by
a direct lien on such Producing Property or Refining or Manufacturing Property
or shares of stock or indebtedness of any Restricted Subsidiary, equally and
ratably with (or prior to) such Mortgage, so long as such Mortgage shall exist.
<PAGE>
96
Section 1006. LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS.
(a) Amoco Company will not, nor will it permit any Restricted Subsidiary
to, enter into any arrangement with any Person providing for the leasing by
Amoco Company or a Restricted Subsidiary of any Producing Property or Refining
or Manufacturing Property (except for temporary leases for a term of not more
than three years), which property has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such Person (herein referred to as
a "Sale and Lease-Back Transaction"), unless the proceeds of such sale are at
least equal to the fair value (as determined by the Board of Directors of Amoco
Company) of such property and
(1) Amoco Company or such Restricted Subsidiary would be entitled to
issue, assume or guarantee Debt, in an amount equal to the fair value (as
determined by the Board of Directors of Amoco Company) of the property so
leased, secured by a Mortgage on the property to be leased without equally
and ratably securing the Securities of any series and without violation of
the provisions of Section 1005;
(2) Amoco Company shall apply within 12 months after the consummation
of such transaction an amount equal to the net proceeds of such transaction
to the retirement (other than any mandatory retirement) of Debt issued,
assumed or guaranteed by Amoco Company which by its terms matures at, or is
extendible or renewable at the option of the obligor to, a date more than
12 months after the date of the creation of such Debt; or
(3) since the date of this Indenture and within a period commencing
12 months prior to the consummation of such transaction and ending 12
months after the consummation of such transaction, Amoco Company or such
Restricted Subsidiary has expended or shall expend for any Producing
Property or Refining or Manufacturing Property an amount equal to (A) the
net proceeds of such transaction and Amoco Company elects to designate such
amount as a credit against such transaction or (B) a part of the net
proceeds of such transaction and Amoco Company elects to designate such
amount as a credit against such transaction and applies an amount equal to
the remainder of the net proceeds as provided in clause (2) above.
Section 1007. ADDITIONAL AMOUNTS.
The Company will pay to the Holder of any Security of a series or any
coupon appertaining thereto additional amounts as provided in this Section 1007
and will also pay any other additional amounts provided for in the Securities of
a series and in accordance with Section 301 (such additional amounts provided in
this Section 1007 and any such other additional amounts provided for in the
Securities of a series and in accordance with Section 301 being herein referred
to as "Additional Amounts").
<PAGE>
97
All payments in respect of the Securities, including, without limitation,
payments of principal, interest, and premium, if any, shall be made by the
Company without withholding or deduction for or on account of any Taxes now or
hereafter imposed or established by or on behalf of Argentina or any political
subdivision thereof or taxing authority therein, except as otherwise set forth
below. In the event any such Taxes are so imposed or established, the Company
shall pay such Additional Amounts as may be necessary in order that the net
amounts receivable by the Holders after any withholding or deduction in respect
of such Tax shall equal the respective amounts of principal, interest and
premium, if any, which would have been receivable in respect of the Securities
in the absence of such withholding or deduction; PROVIDED, HOWEVER, that no such
Additional Amounts shall be payable (i) to, or on behalf of, a Holder for or on
account of any such Taxes that have been imposed by reason of the Holder being a
resident of Argentina or having some connection with Argentina other than the
mere holding or owning of such Security or the receipt of principal or interest
or premium, if any, in respect thereof, (ii) to, or on behalf of, a Holder for
or on account of any such Taxes that would not have been imposed but for the
presentation by the Holder of a Security for payment (where presentation is
required) on a date more than 30 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, except to the extent that the Holder would have
been entitled to such Additional Amounts on presenting such Security for payment
on the last date of such period of 30 days, (iii) with respect to any estate,
inheritance, gift, sales, transfer, asset or personal property tax (other than,
to the extent provided for in the Securities of a series and in accordance with
Section 301, any Argentine individual asset tax imposed on or paid by the
Holders) or any similar tax, assessment or governmental charge, (iv) to, or on
behalf of, a Holder for or on account of any such Taxes which are payable
otherwise than by withholding or deduction from payments on or in respect of any
Security, or (v) to, or on behalf of, a Holder of any Security to the extent
that such Holder is liable for such Taxes that would not have been imposed but
for the failure of such Holder to comply with any certification, identification,
information, documentation or other reporting requirements if (a) such
compliance is required by Argentine law, regulation or administrative practice
or any applicable treaty as a precondition to exemption from, or reduction in
the rate of, deduction or withholding of, such Taxes, (b) at least 30 days prior
to the first Interest Payment Date with respect to which such requirements shall
apply, the Company shall have notified all Holders of the Securities that such
Holders will be required to comply with such requirements and (c) such
requirements are not materially more onerous to such Holders (in form, in
procedure or in the substance of information disclosed) than comparable
information or other reporting requirements imposed under United States tax law,
regulation and administrative practice (such as IRS Forms 1001, W-8 and W-9).
Furthermore, no Additional Amounts shall be paid with respect to any payment on
a Security to a Holder that is a fiduciary or partnership or other than the sole
<PAGE>
98
beneficial owner of such payment to the extent that a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or beneficial
owner would not have been entitled to receive the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder.
Whenever in this Indenture (including in the Securities of any series)
there is mentioned, in any context, the payment of the principal of or any
premium or interest on, or in respect of, any Security of any series or payment
of any related coupon or the net proceeds received on the sale or exchange of
any Security of any series, such mention shall be deemed to include mention of
the payment of Additional Amounts provided for in or pursuant to this Indenture
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Indenture, and
express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.
At least 10 days prior to the first Interest Payment Date with respect to
that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
coupons (or, if applicable, in the case of Taxes imposed or established by the
United States or any political subdivision thereof or taxing authority therein,
Holders of Securities of that series or any related coupons who are United
States Aliens) without withholding for or on account of any Taxes described in
this Section 1007 or in the Securities of that series. If any such withholding
shall be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or coupons and the Company or the Guarantors will pay to the Trustee
or such Paying Agent the Additional Amounts required by or pursuant to this
Section 1007. The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.
The Company shall also pay any stamp, issue, registration, documentary or
other similar taxes and duties, including interest and penalties, payable in
Argentina or any political subdivision
<PAGE>
99
thereof or taxing authority therein in respect of the creation, issuance and
initial offering of the Securities. In addition, to the extent provided for in
the Securities of a series and in accordance with Section 301, the Company will
pay and indemnify Holders from and against any Argentine individual asset tax
imposed on or paid by the Holders. Furthermore, the Company shall indemnify
each Holder of a Security from and against all court taxes or other taxes and
duties, including interest and penalties, imposed on or paid by such Holder in
Argentina in connection with any action permitted to be taken by such Holder to
enforce the obligations of the Company under the Securities; PROVIDED, HOWEVER,
the Company will not be required to pay or indemnify such Holder for such court
taxes and other taxes and duties to the extent that such Holder is not
successful in enforcing such obligations of the Company.
Section 1008. WAIVER OF CERTAIN COVENANTS.
Except as otherwise specified as contemplated by Section 301 for Securities
of such series, the Company and the Guarantors may, with respect to the
Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to
Section 301(22), 901(2) or 901(7) for the benefit of the Holders of such series
if before the time for such compliance the Holders of at least 66-2/3% in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders at a meeting of Holders in accordance with Article Fifteen of this
Indenture, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the Guarantors and the duties of the Trustee in respect of
any such term, provision or condition shall remain in full force and effect.
ARTICLE ELEVEN
Redemption of Securities
Section 1101. APPLICABILITY OF ARTICLE.
Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for such Securities) in accordance with
this Article. Reference to the Trustee in this Article shall be deemed also to
refer to any agent of the Company appointed with respect to the Securities of a
series for the purpose of acting as the Company's agent with respect to the
redemption of Securities of such series. Nothing herein shall prevent the
establishment, in the manner contemplated by Section 301 and subject to
Section 107 hereof, of redemption provisions which vary from those set forth in
this Article Eleven applicable to Securities of a series, including specifically
any
<PAGE>
100
provisions specifying circumstances under which the Company, the Guarantor
or their assignees may repurchase Securities submitted for redemption in order
to resell such Securities.
Section 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.
The election of the Company to redeem any Securities of a series shall be
evidenced by a Board Resolution of the Company and a General Manager Resolution
of the Argentine Branch or in another manner specified as contemplated by
Section 301 for such Securities. In case of any redemption at the election of
the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of
any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.
Section 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.
If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall, unless otherwise provided in the Securities of
such series, be selected by lot not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, PROVIDED that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination (which
shall not be less than the minimum authorized denomination) for such Security.
If less than all the Securities of such series and of a specified tenor are to
be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.
The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.
The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part,
the unredeemed portion of
<PAGE>
101
the principal amount of the Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such
Security.
For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.
Section 1104. NOTICE OF REDEMPTION.
Notice of redemption shall be given in the manner provided in Section 106
to the Holders of Securities to be redeemed upon such days notice as provided in
the Securities of the series.
All notices of redemption shall state:
(1) the Redemption Date,
(2) the Redemption Price,
(3) if less than all the Outstanding Securities of any series
consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to be
redeemed and, if less than all the Outstanding Securities of any series
consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,
(4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable, that
interest (and Additional Amounts, if any) thereon will cease to accrue on
and after said date,
(5) the place or places where such Securities, together in the case
of Bearer Securities with all unmatured coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment
of the Redemption Price, and
(6) that the redemption is for a sinking fund, if such is the case.
A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.
Notice of redemption of Securities of any series to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee for such
<PAGE>
102
series in the name and at the expense of the Company and shall be irrevocable.
Section 1105. DEPOSIT OF REDEMPTION PRICE.
Prior to any Redemption Date, the Company or either Guarantor shall deposit
with the Trustee or with a Paying Agent (or, if the Company or such Guarantor is
acting as Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.
Section 1106. SECURITIES PAYABLE ON REDEMPTION DATE.
Notice of redemption having been given as aforesaid, the Securities or
portions of Securities of the series so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company and the Guarantors shall default in the
payment of the Redemption Price and accrued interest and accrued Additional
Amounts, if any) such Securities shall cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest and accrued Additional Amounts, if any, to the Redemption Date;
PROVIDED, HOWEVER, that, installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of coupons for such interest;
and PROVIDED, FURTHER, that, unless otherwise specified as contemplated by
Section 301, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders of
such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.
If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company, the Guarantors and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of
<PAGE>
103
which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; PROVIDED, HOWEVER, that
interest represented by coupons shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.
If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid or duly
provided for, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.
Section 1107. SECURITIES REDEEMED IN PART.
Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company, either Guarantor or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Guarantors and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
series and of like tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered with the
Guarantee endorsed thereon duly executed by the Guarantors.
Section 1108. TAX REDEMPTION.
(a) If at any time after the date of this Indenture as a result of any
change in, or amendment to, laws or regulations, or as a result of any change in
the application or official interpretation of laws or regulations, of Argentina
or any political subdivision thereof or taxing authority therein or of any other
country or any political subdivision thereof or taxing authority therein as to
which the payment of Additional Amounts is provided for in the Securities of a
series and in accordance with Section 301 which change or amendment becomes
effective after the date of this Indenture, the Company becomes obligated to pay
any Additional Amounts and such obligations cannot be avoided by the Company
taking reasonable measures available to it, then the Securities will be
redeemable as a whole (but not in part), at the option of the Company, at any
time upon not less than 30 nor more than 60 days' notice given to the Holders at
their principal amount (or if any Securities of that series are Original Issue
Discount Securities, such portion of the principal amount of such Securities as
may be specified by the terms thereof) (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) together with accrued
interest thereon to the
<PAGE>
104
Redemption Date. The Company shall also pay to the Holders on the Redemption
Date any Additional Amounts which would then be payable.
(b) In order to effect a redemption of Securities pursuant to this Section
1108, the Company shall deliver to the Trustee at least 45 days prior to the
Redemption Date: (i) a certificate signed by two Directors of the Company
stating that the obligation to pay Additional Amounts cannot be avoided by the
Company taking reasonable measures available to it and (ii) an opinion of
independent legal counsel of recognized standing to the effect that the Company
has or will become obligated to pay Additional Amounts as a result of any such
change or amendment. No notice of redemption may be given earlier than 60 days
prior to the earliest date on which the Company would be obliged to pay such
Additional Amounts were a payment in respect of the Securities then due. The
certificate shall additionally specify the Redemption Date and all other
information necessary to the publication and mailing by the Trustee of notices
of such redemption. The Trustee shall be entitled to rely conclusively upon the
information so furnished by the Company in such certificate and shall be under
no duty to check the accuracy or completeness thereof. Such certificate shall
be irrevocable and upon its delivery the Company shall be obligated to make the
payment or payments referred to therein to the Trustee.
(c) The terms, if any, upon which the Company may, at its option, redeem
the Securities of any series for tax reasons in circumstances in which the
Company, to the extent provided for in the Securities of such series and in
accordance with Section 301, becomes obligated to pay or indemnify Holders of
Securities of such series from or against any Argentine individual asset tax
imposed on or paid by such Holders will be specified as contemplated by Section
301.
ARTICLE TWELVE
Sinking Funds
Section 1201. APPLICABILITY OF ARTICLE.
The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.
The minimum amount of any sinking fund payment provided for by the terms of
any Securities is herein referred to as a "mandatory sinking fund payment", and
any payment in excess of such minimum amount provided for by the terms of such
Securities is herein referred to as an "optional sinking fund payment". If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.
<PAGE>
105
Section 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series which have been redeemed either
at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to any Securities of such series required
to be made pursuant to the terms of such Securities as and to the extent
provided for by the terms of such Securities; PROVIDED that the Securities to be
so credited have not been previously so credited. The Securities to be so
credited shall be received and credited for such purpose by the Trustee at the
Redemption Price, as specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.
Section 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.
Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and the Trustee (or the
Company, if it shall so request the Trustee in writing) shall cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.
ARTICLE THIRTEEN
Defeasance and Covenant Defeasance
Section 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.
The Company may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 301 as being defeasible pursuant to such
Section 1302 or
<PAGE>
106
1303, in accordance with any applicable requirements provided pursuant to
Section 301 and upon compliance with the conditions set forth below in this
Article. Any such election shall be evidenced by a Board Resolution of the
Company and a General Manager Resolution of the Argentine Branch or in another
manner specified as contemplated by Section 301 for such Securities.
Section 1302. DEFEASANCE AND DISCHARGE.
Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company and the Guarantors shall be deemed to have been discharged from their
respective obligations with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance
means that (i) the Company shall be deemed to have paid and discharged the
entire indebtedness represented by such Securities and to have satisfied all its
other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), and (ii) the Guarantors
shall be released from the Guarantees, subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments
are due, (2) the respective obligations of the Company and the Guarantors with
respect to such Securities under Sections 304, 305, 306, 1002, 1003 and 1007,
(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (4) this Article. Subject to compliance with this Article, the Company may
exercise its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.
Section 1303. COVENANT DEFEASANCE.
Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,
(1) the Company and the Guarantors shall be released from their respective
obligations under Sections 801, 803, 1005 and 1006, and any covenants provided
pursuant to Section 301(22), 901(2) or 901(7) for the benefit of the Holders of
such Securities, and (2) the occurrence of any event specified in
Sections 501(4) (with respect to any of Sections 801, 803, 1005 and 1006, and
any such covenants provided pursuant to Section 301(22), 901(2) or 901(7)) and
501(7) shall be deemed not to be or result in an Event of Default, in each case
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter called
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company and the
<PAGE>
107
Guarantors may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified Section (to the
extent so specified in the case of Section 501(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.
Section 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.
The following shall be the conditions to the application of Section 1302 or
Section 1303 to any Securities or any series of Securities, as the case may be:
(1) The Company or either Guarantor shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee which
satisfies the requirements contemplated by Section 609 and agrees to comply
with the provisions of this Article applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefits of the
Holders of such Securities, (A) money in an amount, or (B) Government
Obligations which through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later
than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium
and interest on such Securities on the respective Stated Maturities, in
accordance with the terms of this Indenture and such Securities (PROVIDED,
HOWEVER, that in the case of Bearer Securities, not more than 50%
(determined with respect to both value and income) of the deposited
collateral shall consist of Government Obligations described in Clause
(x) of the following sentence). As used herein, "Government Obligation"
means (x) with respect to any Securities or any series of Securities, as
the case may be, all of which are denominated in U.S. dollars, securities
that are (i) direct obligations of the United States for the payment of
which the full faith and credit of the United States is pledged or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case under Clauses (x)(i) or (x)(ii), are
not callable or redeemable at the option of the issuer thereof, and shall
also include any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any
such Government Obligation which is held
<PAGE>
108
by such bank for the account of the holder of such depositary receipt, or
with respect to any specific payment of principal of or interest on any
Government Obligation which is so specified and held, PROVIDED that (except
as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the Government Obligation or
the specific payment of principal or interest of the Government Obligation
evidenced by such depositary receipt, and (y) with respect to any
Securities or any series of Securities, as the case may be, all or a
portion of which are denominated in a currency or currencies other than
U.S. dollars, securities that are (i) direct obligations of the sovereign
government or governments issuing the currency or currencies in which the
Securities are payable for the payment of which its full faith and credit
is pledged or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of such sovereign government the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by such government, which, in either case under Clauses (y)(i)
or (y)(ii), are not callable or redeemable at the option of the issuer
thereof, and shall also include any depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect
to any such Government Obligation which is held by such bank for the
account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any Government Obligation
which is so specified and held, PROVIDED that (except as required by law)
such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the Government Obligation or the specific
payment of principal or interest of the Government Obligation evidenced by
such depositary receipt.
(2) In the event of an election to have Section 1302 apply to any
Securities or any series of Securities, as the case may be, the Company or
either Guarantor shall have delivered to the Trustee an Opinion of Counsel
(which counsel may be an employee of or counsel for the Company or either
Guarantor) stating that (A) the Company or such Guarantor, as the case may
be, has received from, or there has been published by, the Internal Revenue
Service a ruling, regulation or pronouncement of comparable authority or
(B) since the date of this instrument, there has been a change in the
applicable Federal income tax law, in either case (A) or (B) to the effect
that, and based thereon such opinion shall confirm that, the Holders of
such Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to such Securities and will be subject to Federal
income tax on the same amount, in the same manner and at the
<PAGE>
109
same times as would be the case if such deposit, Defeasance and discharge
were not to occur.
(3) In the event of an election to have Section 1303 apply to any
Securities or any series of Securities, as the case may be, the Company or
either Guarantor shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of such Securities will not recognize gain
or loss for Federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such Securities and will
be subject to Federal income tax on the same amount, in the same manner and
at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur.
(4) The Company or either Guarantor shall have delivered to the
Trustee an Officer's Certificate to the effect that neither such Securities
nor any other Securities of the same series, if then listed on any
securities exchange, will be delisted as a result of such deposit.
(5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities of such series
shall have occurred and be continuing at the time of such deposit or, with
regard to any such event specified in Sections 501(5) and (6), at any time
on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after
such 90th day).
(6) The Company or either Guarantor shall have delivered to the
Trustee an Officer's Certificate and an Opinion of Counsel, each stating
that all conditions precedent with respect to such Defeasance or Covenant
Defeasance have been complied with.
Section 1305. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
MISCELLANEOUS PROVISIONS.
Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company or either
Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders
of such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.
<PAGE>
110
The Company or either Guarantor shall pay and each shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 1304 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities.
Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company or the relevant Guarantor from time to time upon
Company Request or Guarantor Request, as the case may be, any money or
Government Obligations held by it as provided in Section 1304 with respect to
any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.
Section 1306. REINSTATEMENT.
If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company and the Guarantors have
been discharged or released pursuant to Section 1302 or 1303 shall be revived
and reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1305 with respect
to such Securities in accordance with this Article; PROVIDED, HOWEVER, that if
the Company or either Guarantor makes any payment of principal of or any premium
or interest on any such Security following such reinstatement of its
obligations, the Company or such Guarantor, as the case may be, shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.
ARTICLE FOURTEEN
Guarantees
Section 1401. GUARANTEES.
The Guarantors hereby, jointly and severally, unconditionally guarantee to
each Holder of a Security authenticated and delivered by the Trustee and to each
Holder of any coupon appertaining thereto, the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on such Security and
the due and punctual payment of any sinking fund or analogous payments provided
for pursuant to the terms of such Security (including all Additional Amounts
payable by the Company or the Guarantors in
<PAGE>
111
respect thereof pursuant to Section 1007), when and as the same shall become due
and payable, whether at the Stated Maturity, by declaration of acceleration,
call for redemption or otherwise, in accordance with the terms of such Security
and any coupon appertaining thereto and of this Indenture. In case of the
failure of the Company punctually to make any such payment, the Guarantors
hereby agree to cause such payment to be made punctually when and as the same
shall become due and payable, whether at the Stated Maturity or by declaration
of acceleration, call for redemption or otherwise, and as if such payment were
made by the Company, and to pay any and all Additional Amounts payable by the
Guarantors in respect thereof pursuant to Section 1007.
The Guarantors hereby agree that their obligations hereunder shall be joint
and several and unconditional, irrespective of the validity, regularity or
enforceability of such Security or any coupon appertaining thereto or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by the Holder of such Security or any coupon appertaining thereto or by the
Trustee with respect to any provisions thereof or of this Indenture, the
obtaining of any judgment against the Company or any action to enforce the same
or any other circumstances which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. The Guarantors hereby waive the benefits
of diligence, presentment, demand of payment, filing of claims with a court in
the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company or the other Guarantor, protest or notice
with respect to such Security or any coupon appertaining thereto or the
indebtedness evidenced thereby or with respect to any sinking fund payment
required pursuant to the terms of such Security and all demands whatsoever, and
covenants that this Guarantee will not be discharged in respect of such Security
or any coupon appertaining thereto except by payment in full of the principal of
(and premium, if any) and interest, if any, on such Security or coupon
(including all Additional Amounts payable in respect thereof pursuant to Section
1007). The Guarantors hereby agree that, in the event of a default in payment
of principal (or premium, if any) or interest, if any, on such Security, or a
default in any sinking fund or analogous payment referred to therein, legal
proceedings may be instituted by the Trustee on behalf of, or by, the Holder of
such Security or any coupon appertaining thereto, on the terms and conditions
set forth in this Indenture, directly against either or both of the Guarantors
to enforce this guarantee without first proceeding against the Company or, as
the case may be, the other Guarantor.
Each Guarantor shall be subrogated to all rights of the Holders of the
Securities of a particular series and any coupon appertaining thereto against
the Company in respect of any amounts paid by such Guarantor on account of such
Security or coupon pursuant to the provisions of this Guarantee or this
Indenture; PROVIDED, HOWEVER, that such Guarantor shall not be entitled to
enforce or to receive any payments arising out of, or based upon, such right of
subrogation until the principal of (and premium, if
<PAGE>
112
any) and interest, if any, on all Securities of such series and coupons
appertaining thereto issued hereunder (including all Additional Amounts payable
by the Company or the Guarantors in respect thereof pursuant to Section 1007)
shall have been paid in full or duly provided for.
The Guarantees set forth in this Section shall not be valid or become
obligatory for any purpose with respect to a Security of any series until the
certificate of authentication on such Security shall have been signed by the
Trustee by manual signature of one of its authorized officers.
Section 1402. EXECUTION AND DELIVERY OF GUARANTEES.
The Guarantees to be endorsed on the Securities of each series shall
include the terms of the Guarantee set forth in Section 1401 (except that
references to premium, interest and Additional Amounts need be included only if
any premium, interest or Additional Amounts, respectively, is provided for in
the terms of such series) and any other terms that may be set forth in the form
established pursuant to Section 206 with respect to such series. The Guarantors
hereby agree to execute the Guarantees, in a form established pursuant to
Section 206, to be endorsed on each Security authenticated and delivered by the
Trustee.
The Guarantees shall be executed on behalf of each Guarantor by its
Chairman of the Board, a Vice Chairman of the Board, its President, one of its
Vice Presidents, its Treasurer or its Controller and by one of its Vice
Presidents, Director--Corporate Finance, Assistant Treasurers, Assistant
Controllers, its Secretary or one of its Assistant Secretaries, under its
corporate seal reproduced thereon. The signature of any of these officers on
the Guarantees may be manual or facsimile.
Guarantees bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the relevant Guarantor shall bind such
Guarantor, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Guarantees or
did not hold such offices at the date of such Guarantees.
The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the Guarantors. Each Guarantor hereby agrees that its
Guarantee set forth in Section 1401 shall remain in full force and effect
notwithstanding any failure to endorse a Guarantee on any Security.
<PAGE>
113
ARTICLE FIFTEEN
Meeting of Holders of Securities
Section 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.
A meeting of Holders of Securities of a series may be called at any time
and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series, including but not limited to any of the following
purposes:
(1) to give any notice to the Company, to either Guarantor or to the
Trustee, or to give any directions to the Trustee, or to consent to the
waiving of any default hereunder and its consequences, or to take any other
action authorized to be taken by Holders pursuant to any of the provisions
of Article Five;
(2) to remove the Trustee and nominate a successor trustee pursuant
to the provisions of Article Six;
(3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 902; or
(4) to take any other action authorized to be taken by or on behalf
of the Holders of any specified principal amount of the Securities of any
series under any other provisions of this Indenture or under applicable
law.
Section 1502. CALL, NOTICE AND PLACE OF MEETINGS.
(a) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1501, to be held in the City of
Buenos Aires, Argentina; PROVIDED, HOWEVER, that the Trustee may determine to
hold any meetings simultaneously in the City of Buenos Aires, Argentina and in
The City of New York or in London, England by means of any telecommunication
which permits the participants to hear and speak to each other. In any case,
meetings shall be held at such time and such place in any such city as the
Trustee shall determine. Notice of every meeting of Holders of Securities of
any series, setting forth the date, time and the place of such meeting, in
general terms the action proposed to be taken at such meeting and the
requirements to attend, shall be given in the OFFICIAL GAZETTE OF ARGENTINA and
in the manner provided in Section 106, not less than 10 nor more than 30 days
prior to the date fixed for the meeting, and any publication thereof shall be
for five consecutive business days.
(b) In case at any time the Company or either Guarantor, pursuant to a
Board Resolution (and, in the case of the Company, a
<PAGE>
114
General Manager Resolution), or the Holders of at least 5% in principal amount
of the Outstanding Securities of any series shall have requested the Trustee to
call a meeting of the Holders of Securities of such series for any purpose
specified in Section 1501, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
made the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company, such Guarantor or the Holders of
Securities of such series in the amount above specified, as the case may be, may
determine the time and the place in the City of Buenos Aires, Argentina and
simultaneously as provided in subsection (a) of this Section 1502 in The City of
New York or in London, England for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in subsection (a) of this
Section 1502.
Section 1503. PERSONS ENTITLED TO VOTE AT MEETINGS.
To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy of a
Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and the Guarantor
and their counsel.
Section 1504. QUORUM; ACTION.
The Persons entitled to vote 60% in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. The Persons entitled to vote 30% in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a reconvened
meeting of Holders of such series adjourned for lack of the requisite quorum.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1502(a).
Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Securities of that series; PROVIDED,
HOWEVER, that, except as limited by the proviso to Section 902, any
<PAGE>
115
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of not less than a majority in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of a majority in principal amount of
the Outstanding Securities of that series; and PROVIDED, FURTHER, that, except
as limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or any adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.
Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.
Section 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.
(a) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations in accordance with applicable law as it may
deem advisable for any meeting of Holders of Securities of a series, in regard
to proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Such regulations shall include a requirement that
any Holder of Registered Securities or Bearer Securities that wishes to attend
any such meeting shall have notified either the Registrar or the Co-Registrar of
the intention of such Holder to attend such meeting in person or by proxy at
least three days prior to the date of such meeting. Except as set forth in the
preceding sentence and as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 104 or
other proof.
<PAGE>
116
(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company, either Guarantor or by Holders of Securities as provided in Section
1502(b), in which case the Company, such Guarantor or the Holders of Securities
of the series calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at
the meeting.
(c) At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each U.S.$1.00 principal amount (or its equivalent)
of the Outstanding Securities of such series held or represented by him;
PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder of a Security of such series or proxy.
(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.
Section 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.
The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to each of the Company and the
Guarantors, and another to the Trustee to be preserved by the Trustee, the
latter
<PAGE>
117
to have attached thereto the ballots voted at the meeting. Any record so signed
and verified shall be conclusive evidence of the matters therein stated.
ARTICLE SIXTEEN
Immunity of Incorporators, Shareholders,
Officers and Directors
Section 1601. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.
No recourse for the payment of the principal of, premium, if any, or
interest, if any, on any Security or coupon, or under the Guarantees, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company or of either Guarantor
in this Indenture or in any supplemental indenture, or in any Security or coupon
or in the Guarantees, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator or shareholder or any officer or
director, as such, past, present or future, of the Company (subject, in the case
of any officer or director of the Company, to the provisions of Article 34 of
the Negotiable Obligations Law) or of such Guarantor or of any successor
corporation of any thereof, either directly or through the Company or such
Guarantor or any successor of the Company or of such Guarantor in this Indenture
or in any supplemental indenture, or in any Security or coupon, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities and coupons. Nothing in this Article Sixteen shall impair the
obligations, covenants and agreements of the Guarantor contained in this
Indenture and in the Guarantees endorsed on the Securities.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
<PAGE>
118
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, in the City of New York, State of New York, all as of the day and year
first above written.
AMOCO ARGENTINA OIL COMPANY,
ACTING THROUGH ITS ARGENTINE
BRANCH
By _________________________
ATTEST: Name:
Title:
[SEAL] By _________________________
Name:
Title: General Manager
AMOCO CORPORATION
[SEAL] By _________________________
Name:
Title:
ATTEST:
AMOCO COMPANY
[SEAL] By _________________________
Name:
Title:
ATTEST:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
[SEAL] By _________________________
Name:
Title:
ATTEST:
THE CHASE MANHATTAN BANK, N.A.
(BUENOS AIRES)
[SEAL] By _________________________
Name:
Title:
ATTEST:
<PAGE>
119
State of New York )
) ss.:
County of New York )
On the ____ day of _____, 1994, before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he is
__________ of __________, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
______________________
State of New York )
) ss.:
County of New York )
On the ____ day of _____, 1994, before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he is
__________ of __________, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
______________________
State of New York )
) ss.:
County of New York )
On the ____ day of _____, 1994, before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he is
__________ of __________, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
______________________
<PAGE>
120
State of New York )
) ss.:
County of New York )
On the ____ day of _____, 1994, before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he is
_________ of _________, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation; and that he signed
his name thereto by like authority.
______________________
State of New York )
) ss.:
County of New York )
On the ____ day of _____, 1994 before me personally came ______________,
to me known, who, being by me duly sworn, did depose and say that he is
__________ of __________, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
______________________
<PAGE>
EXHIBIT A
FORM OF CERTIFICATION
UNDER THE D RULES
CERTIFICATE
AMOCO ARGENTINA OIL COMPANY,
ARGENTINE BRANCH
(the "Securities")
This is to certify that as of the date hereof, and except as set forth
below, the Securities held by you for our account (i) are owned by person(s)
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
person(s)"), (ii) are owned by United States person(s) that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v) ("financial institutions") purchasing for
their own account or for resale, or (b) acquired the Securities through foreign
branches of financial institutions and who hold the Securities through such
financial institutions on the date hereof (and in either case (a) or (b), each
such financial institution hereby agrees for the benefit of Amoco Argentina Oil
Company to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder),
or (iii) are owned by financial institution(s) for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7). In addition, financial institutions described in clause
(iii) of the preceding sentence (whether or not also described in clause (i) or
(ii)) certify that they have not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Securities
held by you for our account in accordance with your operating procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
[THIS CERTIFICATION EXCEPTS AND DOES NOT RELATE TO U.S. $ OF SUCH INTEREST
IN THE ABOVE SECURITIES IN RESPECT OF WHICH WE ARE NOT ABLE TO CERTIFY AND AS TO
WHICH WE UNDERSTAND EXCHANGE AND DELIVERY OF DEFINITIVE SECURITIES (OR, IF
RELEVANT, EXERCISE OF ANY
<PAGE>
2
RIGHTS OR COLLECTION OF ANY INTEREST) CANNOT BE MADE UNTIL WE DO SO CERTIFY.]
We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which certification is or would be relevant, we irrevocably authorize you
to procure this certification to any interested party in such proceedings.
Dated: ____________, 199 *
Name of Person Making Certification
By:
* To be dated no earlier than the Certification Date.
<PAGE>
EXHIBIT B
FORM OF CERTIFICATION TO BE GIVEN
BY THE EUROCLEAR OPERATOR OR
CEDEL S.A.
CERTIFICATION
AMOCO ARGENTINA OIL COMPANY,
ARGENTINE BRANCH
(the "Securities")
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Indenture, principal amount of the
above-captioned Securities (i) is owned by persons that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States persons"), (ii) is
owned by United States persons that (a) are foreign branches of United States
financial institutions (as defined in the U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) acquired the Securities through foreign branches of
financial institutions and who hold the Securities through such financial
institutions on the date hereof (and in either case (a) or (b), each such
financial institution has agreed, on its own behalf or through its agent, that
we may advise Amoco Argentina Oil Company that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by
financial institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the
further effect that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
any portion of the temporary global Security excepted in such certifications and
(ii) that as of the date hereof we have not received any notification from any
of our Member Organizations to the effect that the statements made by such
<PAGE>
2
Member Organizations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.
We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which certification is or would be relevant, we irrevocably authorize you
to procure this certification to any interested party in such proceedings.
Dated: ____________, 199
Yours faithfully,
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK,
Brussels office,
as operator of the
Euroclear System
or
CEDEL S.A.
By ____________________________
<PAGE>
Exhibit 4(c)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * *
PAN AMERICAN ARGENTINA OIL COMPANY, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, at a meeting
duly convened and held on August 7, 1969, adopted a resolution proposing and
declaring advisable an amendment to the certificate of incorporation of said
corporation, as follows:
RESOLVED, that it is proposed and declared advisable that the
Certificate of Incorporation of Pan American Argentina Oil
Company be amended by striking out all of that Article designated
"FIRST" and inserting in lieu thereof a new Article "FIRST" to
read as follows:
"FIRST. The name of the corporation is
AMOCO ARGENTINA OIL COMPANY"
SECOND: That the said amendment has been consented to and authorized
by the holder of all the issued and outstanding stock, entitled to vote, by a
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware, and filed with the
corporation.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said PAN AMERICAN ARGENTINA OIL COMPANY has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
W. H. Walker, its Vice-President, and Robert H. Frick, its Secretary, on this
19th day of August, 1969.
PAN AMERICAN ARGENTINA
OIL COMPANY
CORPORATE SEAL PAN AMERICAN ARGENTINA OIL COMPANY
DELAWARE
1958
By /s/ W. H. Walker
-----------------------------
W. H. Walker, Vice-President
By /s/ Robert H. Frick
-----------------------------
Robert H. Frick, Secretary
<PAGE>
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
BE IT REMEMBERED that on this 19th day of August, 1969, personally
came before me, the undersigned a notary public of the state aforesaid, W. H.
WALKER, one of the persons signing the foregoing instrument and the
Vice-President of PAN AMERICAN ARGENTINA OIL COMPANY, a corporation of the State
of Delaware, and acknowledged that the said instrument is the act and deed of
the said corporation and that the facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Harriet Budniak
----------------------------------------
Notary Public
HARRIET BUDNIAK
NOTARY PUBLIC
COOK COUNTY, ILL.
<PAGE>
CERTIFICATE OF INCORPORATION
OF
PAN AMERICAN ARGENTINA OIL COMPANY
FIRST. The name of the corporation is
PAN AMERICAN ARGENTINA OIL COMPANY
SECOND. Its principal office in the State of Delaware is located at
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name and address of its resident agent is The Corporation Trust Company, No. 100
West Tenth Street, Wilmington 99, Delaware.
THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
To establish and maintain an oil business with authority to contract
for the lease and purchase of the right to prospect for, develop and use coal
and other minerals, petroleum and gas; also the right to erect, build and own
all necessary oil tanks, cars and pipes necessary for the operation of the
business of the same.
To acquire by purchase, lease or otherwise, and to mortgage, pledge,
lease, sell, or otherwise dispose of, lands and/or the oil, gas and/or mineral
rights in lands for the purpose of producing therefrom oil, gas and/or other
volatile or mineral substances, and to hold, own, develop, operate, dispose of
or in any way use the said lands and/or the oil, gas and/or mineral rights
therein; to develop such lands by and to enter into, acquire, carry out and
execute contracts for, drilling wells and installation of plants, machinery and
appliances, and to dispose of the products therefrom either as a raw product or
<PAGE>
otherwise and to refine and reduce and prepare said products for market and to
manufacture from said products any and all marketable commodities.
To conduct, carry out and perform geological, geophysical and any
other type of exploration of land or water areas for oil, gas, mining and any
other purposes, for itself and for others, and to make, execute, perform and
carry out contracts therefor.
To drill for, mine for, prepare, process, produce, manufacture,
refine, adapt, buy, sell, distribute and otherwise deal in petroleum and other
oils, vegetable substances, mineral or volatile substances, asphalt, bitumen and
bituminous substances of all kinds, and any and all products, by-products and
residual products therefrom, including the manufacturing, buying, selling and
otherwise dealing in, both wholesale and retail, gasoline and illuminating and
other similar oils; to acquire, sink, own, maintain, operate and develop oil and
gas wells and prepare, adapt, utilize, buy, sell and otherwise deal in and with
the products thereof and therefrom in such manner as may be advantageous or
profitable, and to transact any and all other business pertinent, collateral,
incidental or contributory to any of the purposes aforesaid.
To manufacture, drill for, mine for, produce, use, and sell artificial
or natural gas, or both, or any mixture of the two, for light, heat, power and
other purposes and also to produce, acquire, use, sell, distribute and treat the
products, by-products and residual products therefrom and to construct or in any
manner acquire, maintain, operate, encumber, sell or in
2
<PAGE>
any manner dispose of works therefor; and to transact any and all other business
pertinent, collateral, incidental or contributory to any of the purposes
aforesaid.
To construct, lay, purchase or in any manner acquire, and to maintain
and operate, and to sell, encumber or in any manner dispose of plants,
refineries, systems, works, appliances, tank structures, equipment, machinery,
pipe-lines, gas mains and buildings and other facilities and equipment, for the
manufacture, treating, concentrating, processing, refining, use, sale,
distribution and transportation of petroleum and other oils, natural and/or
artificial and mixed gas for light, heat, power and other purposes, and their
products, by-products and residual products, in, over, through or under any
streets, alleys, roads, highways or other public places, or in, over, through or
under any private or public property (subject, however, to the consent of
governmental or municipal authorities when the same may be required by law).
To do a general mining business; to purchase, take, lease or otherwise
acquire, hold, own, control, mine, develop, operate, mortgage, pledge, sell,
transfer, or in any manner dispose of mineral or coal properties, together with
the veins or seams of coal, iron ore or other minerals situated therein and the
works, mining properties, rights or effects connected therewith, and colleries,
smelters and refineries, together with the warehouses, wharves, cars, ships,
vessels, steam boats, or other means of transportation by land or water, stock
in trade, fixed and movable, plants, machinery and other property and
3
<PAGE>
effects appurtenant and belonging thereto, and all or any other works or
property held in connection therewith.
To acquire by purchase or otherwise, hold, own, sell, lease, assign,
transfer, convey, mortgage, encumber and otherwise to deal in and with grants,
franchises, easements, concessions, licenses (including but not limited to oil
exploration licenses and oil prospecting licenses), leases (including but not
limited to oil mining leases), good will, rights and privileges of every kind
and nature, or any interest therein, necessary or incidental in carrying out the
purposes of this corporation and to explore, develop, operate and exploit the
same or to cause or permit the same to be explored, developed, operated or
exploited by others.
To manufacture, purchase or otherwise acquire, own, mortgage, pledge,
sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in
and deal with, goods, wares, merchandise, commodities, equipment, supplies, and
personal property of every class and description.
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage, or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions, formulae,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.
To purchase or otherwise acquire the whole or any part of the
property, assets, business, good will and rights and to undertake or assume the
whole or any part of the bonds, mortgages, franchises, leases, contracts,
indebtedness,
4
<PAGE>
guaranties, liabilities and obligations of any person, firm, association,
corporation or organization, and to pay for the same or any part or combination
thereof in cash, shares of the capital stock, bonds, debentures, debenture
stock, notes, or other obligations of the corporation or otherwise, or by
undertaking and assuming the whole or any part of the liabilities or obligations
of the transferor; and to hold or in any manner dispose of the whole or any part
of the property and assets so acquired, and to conduct in any lawful manner the
whole or any part of the business so acquired and to exercise all the powers
necessary or convenient in and about the conduct, management and carrying on of
such business.
To enter into, make, perform and carry out contracts of every kind,
for any lawful purpose, without limit as to amount, with any person, firm,
association or corporation.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time, without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.
5
<PAGE>
To purchase, subscribe for, acquire, own, hold, sell, exchange,
assign, transfer, mortgage, pledge or otherwise dispose of shares or voting
trust certificates for shares of the capital stock, or any bonds, notes,
securities or evidences of indebtedness created by any other corporation or
corporations organized under the laws of this state or any other state or
district or country, nation or government and also bonds or evidences of
indebtedness of the United States or of any state, district, territory,
dependency or country or subdivision or municipality thereof; to issue in
exchange therefor shares of the capital stock, bonds, notes or other obligations
of the corporation and while the owner thereof to exercise all the rights,
powers and privileges of ownership including the right to vote on any shares of
stock or voting trust certificates so owned; to promote, lend money to and
guarantee the dividends, stocks, bonds, notes, evidences of indebtedness,
contracts or other obligations of and otherwise aid in any manner which shall be
lawful any corporation or association of which any bonds, stocks, voting trust
certificates, or other securities or evidences of indebtedness shall be held by
or for this corporation or in which, or in the welfare of which, this
corporation shall have any interest, and to do any acts and things permitted by
law and designed to protect, preserve, improve or enhance the value of any such
bonds, stocks or other securities or evidences of indebtedness or the property
of this corporation.
To organize or cause to be organized under the laws of the State of
Delaware, or of any other state, district,
6
<PAGE>
territory, nation, colony, province or government, a corporation or corporations
for the purpose of accomplishing any or all of the objects for which the
corporation is organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.
To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital except as otherwise permitted by law, and provided further that shares
of its own capital stock belonging to it shall not be voted upon directly or
indirectly.
To have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount to purchase or
otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of
real and personal property of every class and description in any of the States,
Districts, Territories or Colonies of the United States, and in any and all
foreign countries, subject to the laws of such State, District, Territory,
Colony or Country.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the act hereinafter referred to, and to
do any or all of the things hereinbefore set forth to the same extent as natural
persons might or could do.
7
<PAGE>
The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the objects and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent objects
and purposes.
FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is Twenty (20) and the par value of each of such
shares is Fifty Thousand Dollars ($50,000.00) amounting in the aggregate to One
Million Dollars ($1,000,000.00).
FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).
SIXTH. The names and places of residence of the incorporators are as
follows:
NAMES RESIDENCES
----- ----------
H. K. Webb Wilmington, Delaware
H. C. Broadt Wilmington, Delaware
A. D. Atwell Wilmington, Delaware
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.
8
<PAGE>
NINTH. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized;
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of two or more of the
directors of the corporation, which, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the voting stock issued and
outstanding, to sell, lease or exchange all of the property and assets of the
9
<PAGE>
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may be in whole or in
part shares of stock in, and/or other securities of, any other corporation or
corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.
TENTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been
10
<PAGE>
made, be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
ELEVENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by ballot unless the by-laws of the corporation shall so provide.
TWELFTH. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set our hands and seals this 4th day of September, A. D. 1958.
H. K. WEBB (SEAL)
H. C. BROADT (SEAL)
A. D. ATWELL (SEAL)
11
<PAGE>
STATE OF DELAWARE )
) SS:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 4th day of September, A. D. 1958,
personally came before me, a Notary Public for the State of Delaware, H. K.
Webb, H. C. Broadt and A. D. Atwell, all of the parties to the foregoing
certificate of incorporation, known to me personally to be such, and severally
acknowledged the said certificate to be the act and deed of the signers
respectively and that the facts therein stated are truly set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
M. Ruth Mannering
Notary Public
M. Ruth Mannering
Notary Public
Appointed Feb. 12, 1957
State of Delaware
Term Two Years
12
<PAGE>
Exhibit 4(d)
Adopted February 6, 1985
* * * * *
BY-LAWS
* * * * *
AMOCO ARGENTINA OIL COMPANY
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Chicago, State of Illinois, at such place
as may be fixed from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held on the first
Wednesday of February if not a legal holiday, and if a legal holiday, then on
the next secular day following, at such time as stated in the notice, or at such
other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.
<PAGE>
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten days nor more than sixty days before the date of
the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten days nor more than sixty days before
the date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise
-2-
<PAGE>
provided by statute or by the certificate of incorporation. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock 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. Prompt notice of the taking of the corporate action
without a meeting by
-3-
<PAGE>
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than three nor more than nine. The first board shall
consist of three directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.
-4-
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the president
on one day's notice to each director, either personally or by mail or by
telegram, telex or cable; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of the sole director.
Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the
-5-
<PAGE>
board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the board or
committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) of the General Corporation Law of Delaware, fix
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the corporation) adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's
-6-
<PAGE>
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the by-laws of the
corporation; and, unless the resolution or the certificate of incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock or to adopt a
certificate of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by-law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be
-7-
<PAGE>
given in writing, by mail, addressed to such director or stockholder, at his
address as it appears on the records of the corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given by telegram, telex or cable.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary, a
treasurer and a controller. The board of directors may also choose additional
vice presidents, and one or more assistant secretaries, assistant treasurers and
assistant controllers. Any number of offices may be held by the same person,
unless the certificate of incorporation or these by-laws otherwise provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary, a treasurer and a controller.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors.
-8-
<PAGE>
Any vacancy occurring in any office of the corporation shall be filled by the
board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors
-9-
<PAGE>
or president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and
-10-
<PAGE>
other property of whatever kind in his possession or under his control belonging
to the corporation.
Section 14. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
THE CONTROLLER AND ASSISTANT CONTROLLER
Section 15. The controller shall keep full and accurate books of
accounts and all assets, liabilities and business transactions of the
corporation and supervise preparation of the budgets and adherence of the
departments of the corporation thereto. He shall perform such other duties as
may be prescribed by the president or board of directors.
Section 16. The assistant controller, or, if there shall be more than
one, the assistant controllers, in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the controller, or in the event of his
inability or refusal to act, perform the duties of the controller, and shall
perform such other duties as the board of directors may, from time to time,
prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice chairman of the board of
directors, or the president or a vice president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.
Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the corporation in the case
of uncertificated
-11-
<PAGE>
partly paid shares, shall be set forth the total amount of the consideration to
be paid therefor and the amount paid thereon shall be stated.
If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of Delaware or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
-12-
<PAGE>
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
-13-
<PAGE>
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
-14-
<PAGE>
CHECKS
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION OF DIRECTORS AND OFFICERS AGAINST
LIABILITY ARISING OUT OF SERVICE IN SUCH CAPACITY
Section 6. To the extent not inconsistent with Delaware law as in
effect from time to time, any person (and the heirs, executors and
administrators of such person) who is or was a director or officer of this
corporation may, in accordance with the provisions of these by-laws, be
indemnified by the corporation, by action of the board of directors, whether or
not a disinterested quorum exists, against any and all liability and reasonable
expense that may be or have been incurred by him in connection with or resulting
from any claim, action, suit or proceeding as hereinafter defined; provided,
that such director or officer is wholly successful as hereinafter defined with
respect thereto or acted in good faith, in what he reasonably believed to be in
or not opposed to the best interests of the corporation, and in addition, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful.
"Claim, action, suit or proceeding" shall include any claim, action, suit
or proceeding (whether brought by or in the right of the corporation or any
other corporation or
-15-
<PAGE>
otherwise), civil, criminal, administrative or investigative, or the threat
thereof, in which a director or officer of this corporation (or his heirs,
executors or administrators) may become involved, as a party or otherwise:
(a) by reason of his being or having been a director or officer of the
corporation, or of any subsidiary of the corporation, or of any other
corporation which he served as such at the request of this corporation and
of which this corporation directly or indirectly is, or was at the time, a
stockholder or creditor, or in which, or in the bonds, securities or other
obligations of which, it is, or was at the time, in any way financially
interested, or
(b) by reason of his acting or having acted in any capacity in a
partnership, association, trust, foundation, not-for-profit corporation or
other organization or entity where he served as such at the request of this
corporation, or
(c) by reason of any action taken or not taken by him in any such
capacity, whether or not he shall have continued in such capacity at the
time such liability or expense shall have been incurred.
The term "wholly successful" shall mean termination of any action, suit or
proceeding against the person in question without any finding of liability or
guilt against him, or the expiration of a reasonable period of time after the
making of any claim or threat of an action, suit or proceeding without the
institution of the same, without any payment or promise made to induce a
settlement.
The terms "liability" and "expense" shall include, but shall not be limited
to, counsel fees and disbursements and amounts of judgments, fines or penalties
against, and amounts paid in settlement by or on behalf of, a director or
officer, but shall not in any event include any liability or expense on account
of profits realized by him in the purchase or sale of securities of the
corporation. The termination of any claim, action, suit or proceeding by
judgment, settlement (whether with or without court approval) or conviction or
upon a plea of guilty or of nolo contendere, or its equivalent, shall not create
a presumption that a director or officer did not meet the standards of conduct
set forth in this Section 6.
-16-
<PAGE>
Nothing herein shall limit in any degree the general powers of the board of
directors to indemnify any party or parties, to the extent determined by the
board of directors in its judgment, against risks outside of the subject matter
of this Section 6.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new by-
laws may be adopted by the stockholders or by the board of directors, when such
power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new by-
laws be contained in the notice of such special meeting. If the power to adopt,
amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
-17-
<PAGE>
Exhibit 5(a)
AMOCO CORPORATION
200 East Randolph Drive
Post Office Box 87703
Chicago, Illinois 60680-0703
Daniel B. Pinkert 312-856-3025
General Attorney Facsimile: 312-856-2424
July 28, 1995
Amoco Argentina Oil Company
Amoco Company
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Dear Sirs:
Amoco Argentina Oil Company, a Delaware corporation (the "Company"), proposes to
issue through its branch in Argentina (the "Argentine Branch"), debt securities
(the "Securities") jointly and severally guaranteed (the "Guarantees") by Amoco
Company, a Delaware corporation ("Amoco Company") and by Amoco Corporation, an
Indiana corporation ("Amoco"). The Securities and Guarantees are to be issued
pursuant to an indenture (the "Indenture") to be entered into among the Company,
Amoco Company, Amoco and The Chase Manhattan Bank, National Association, as
Trustee, Co-Registrar and Principal Paying Agent, and The Chase Manhattan Bank,
N.A. (Buenos Aires), as Registrar and Paying Agent, a form of which is included
as an exhibit to the Registration Statement on Form S-3 filed by the Company,
Amoco Company and Amoco relating to the Securities and the Guarantees (the
"Registration Statement").
As counsel to the Company, Amoco Company and Amoco, I am familiar with their
respective charters, by-laws, minutes of meetings of stockholders and directors,
and other corporate records. I have examined the Registration Statement and the
exhibits thereto. Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and existing under the laws of
the State of Delaware.
2. Amoco Company is a corporation duly organized and existing under the laws
of the State of Delaware.
3. Amoco is a corporation duly organized and existing under the laws of the
State of Indiana.
<PAGE>
Amoco Argentina Oil Company
Amoco Company
Amoco Corporation
Page 2
July 28, 1995
4. The Company has full power and authority under the laws of the State of
Delaware and under its Certificate of Incorporation (i) to incur the
obligations of the Securities in accordance with and subject to the
respective terms thereof and of the Indenture, and (ii) to execute and
deliver, and perform its obligations under the Indenture.
5. Amoco Company has full power and authority under the laws of the State of
Delaware and under its Certificate of Incorporation (i) to incur the
obligations of the Guarantees in accordance with and subject to the terms
thereof and of the Indenture, and (ii) to execute and deliver, and perform
its obligations under the Indenture.
6. Amoco has full power and authority under the laws of the State of Indiana
and under its Amended Articles of Incorporation (i) to incur the
obligations of the Guarantees in accordance with and subject to the terms
thereof and of the Indenture, and (ii) to execute and deliver, and perform
its obligations under the Indenture.
7. When the Securities have been duly authorized and duly executed by the
Company and authenticated as provided in the Indenture and when duly paid
for and delivered as described in the Registration Statement and any
prospectus supplement relating to such sale, the Securities will be duly
authorized and valid and binding obligations of the Company in accordance
with the terms thereof and of the Indenture.
8. When the Guarantees have been duly authorized and duly executed as provided
in the Indenture and when the Securities on which the Guarantees are
endorsed have been duly authorized and duly executed by the Company and
authenticated as provided in the Indenture and duly paid for and delivered
as described in the Registration Statement and any prospectus supplement
relating to such sale, the Guarantees will be duly authorized and valid and
binding obligations of Amoco Company and Amoco in accordance with their
terms and the terms of the Indenture.
<PAGE>
Amoco Argentina Oil Company
Amoco Company
Amoco Corporation
Page 3
July 28, 1995
The opinions set forth above are subject to the effects of any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar law relating
to or affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law), and an implied
covenant of good faith and fair dealing. I do not express any opinion regarding
Argentine law, as to which a separate opinion of the Company's special Argentine
counsel is provided herewith.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the heading "Legal Opinions" in the
Registration Statement and related prospectus.
Very truly yours,
DANIEL B. PINKERT
Daniel B. Pinkert
Mail Code 2106
DBP/drm
<PAGE>
Exhibit 5(b)
PEREZ ALATI, GRONDONA, BENITES, ARNTSEN & MARTINEZ DE HOZ(h)
ABOGADOS
SUIPACHA 1111 - PISO 18 - (1368) BUENOS AIRES
FAX (541) 311-2317 315-9959 / 315-8776
July 28, 1995
Amoco Argentina Oil Company
Amoco Company
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
U.S.A.
Dear Sirs:
Amoco Argentina Oil Company, a Delaware corporation (the "Company"), proposes to
issue, from time to time through its branch in Argentina (the "Argentine
Branch"), debt securities in the form of "OBLIGACIONES NEGOCIABLES" pursuant to
the Medium Term Note Program approved by the Board of Directors of the Company
on April 6, 1995 which general terms and conditions were approved by Resolution
of the Argentine Branch dated April 24, 1995 (the "Securities") jointly and
severally guaranteed (the "Guarantees") by Amoco Company, a Delaware corporation
("Amoco Company") and by Amoco Corporation, an Indiana corporation ("Amoco").
The Securities and the Guarantees are to be issued pursuant to an indenture (the
"Indenture") to be entered into among the Company, Amoco Company, Amoco and The
Chase Manhattan Bank, National Association, as Trustee, Co-Registrar and
Principal Paying Agent, and The Chase Manhattan Bank, N.A. (Buenos Aires), as
Registrar and Paying Agent, a form of which is included as an exhibit to the
Registration Statement on Form S-3 filed by the Company, Amoco Company and Amoco
relating to the Securities and the Guarantees (the "Registration Statement").
As special Argentine counsel to the Company (including the Argentine Branch),
Amoco Company and Amoco, we are familiar with their respective charters, by-laws
and the minutes of meetings of directors and other corporate records in
connection with the authorization of the Securities and the Guarantees. We have
assumed the authenticity of all such documents and the genuineness of all
signatures thereon. We have examined the Registration Statement and the
exhibits thereto. Based upon the foregoing, and subject to the qualifications
set forth herein, we are of the opinion that:
<PAGE>
1. The Argentine Branch has been registered as an Argentine Branch with the
Public Registry of Commerce on November 25, 1958, under number 60 page
(folio) 60, book 50, volume B of foreign by-laws and, in connection with a
change of its name to its present name, on November 24, 1969 under number
62, page (folio) 95, book 51, volume B of foreign by-laws.
2. When the Securities have been duly authorized and duly executed by the
Company acting through its Argentine Branch and authenticated as provided
in the Indenture and when duly paid for and delivered in accordance with
the procedures described in the Registration Statement and any prospectus
supplement relating to such sale, and assuming that the Securities will
have been duly authorized and executed by the Company under the laws of the
State of Delaware and the State of New York, and assuming further, that the
Securities constitute valid and binding obligations of the Company under
the laws of the State of New York, the Securities will be duly authorized
and valid and binding obligations of the Company in accordance with and
subject to the terms thereof and of the Indenture, and assuming that the
Guarantees have been duly authorized and executed by Amoco Company and
Amoco under the laws of their respective jurisdictions of incorporation and
the State of New York and assuming, further, that the Guarantees constitute
valid and legally binding obligations under the laws of the State of New
York, the Guarantees are valid and legally binding obligations of Amoco
Company and Amoco in accordance with and subject to the terms thereof and
of the Indenture.
3. The Securities will constitute "OBLIGACIONES NEGOCIABLES" issued in
accordance with the Argentine Negotiable Obligations Law.
The opinions set forth above are subject to the following limitations,
qualifications and exceptions:
(a) the ability of the Argentine Branch to make payments in respect of the
Securities in non-Argentine currency (and the ability of any person to
remit out of Argentina the proceeds of any judgment award in non-Argentine
currency issued by a court in Argentina) will be subject to any exchange
control regulations which may be in effect at the time of payment (or such
remittance); however, we hereby advise you that there are no exchange
control restrictions in place as of the date hereof that would prohibit,
limit or otherwise affect any such payment or remittance;
(b) there is doubt as to whether Argentine courts would enforce in all respects
and in a timely manner against the Company or any of its directors or
officers, judgments obtained in the United States courts predicated solely
upon the civil liability provisions of the federal securities laws of the
United States or enforce liabilities against the Company or such
2
<PAGE>
persons in original actions brought in Argentine courts predicated solely
upon the federal securities laws of the United States; and
(c) the opinion expressed in paragraph 2 above is subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar law relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at
law), and an implied covenant of good faith and fair dealing.
We are qualified to practice law in Argentina, and the opinions expressed above
are limited solely to the laws of Argentina as in effect on the date hereof.
This opinion is rendered solely for the use by the addresses hereof in
connection with the transactions described herein and may not be relied upon by
any other person for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm's name under the headings
"Taxation - Argentine Taxation" and "Legal Opinions" in the Registration
Statement and related prospectus.
Very truly yours,
JOSE MARTINEZ DE HOZ
Jose A. Martinez de Hoz (Jr.)
<PAGE>
EXHIBIT 12(A)
AMOCO ARGENTINA OIL COMPANY
------------------------
STATEMENT SETTING FORTH COMPUTATION OF RATIO OF
EARNINGS TO FIXED CHARGES
(MILLIONS OF DOLLARS, EXCEPT RATIOS)
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED JUNE ---------------------------------
30, 1995 1994 1993 1992 1991 1990
------------ ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Determination of Income:
Consolidated earnings before income taxes
and minority interest..................... $52.6 $ 86 $ 110 $ 96 $ 195 $ 151
Fixed charges expensed by consolidated
companies................................. 3.7 5 -- -- -- --
Adjustments for certain companies accounted
for by the equity method.................. -- -- -- -- -- --
----- ----- ----- ----- ----- -----
Adjusted earnings plus fixed charges......... $56.3 $ 91 $ 110 $ 96 $ 195 $ 151
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
Determination of Fixed Charges:
Consolidated interest on indebtedness
(including interest capitalized).......... $ 3.7 $ 5 $-- $-- $-- $--
Consolidated rental expense representative
of an interest factor..................... -- -- -- -- -- --
Adjustments for certain companies accounted
for by the equity method.................. -- -- -- -- -- --
----- ----- ----- ----- ----- -----
Total fixed charges.......................... $ 3.7 $ 5 $-- $-- $-- $--
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
Ratio of earnings to fixed charges........... 15.2 18.2 N/A N/A N/A N/A
</TABLE>
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 28, 1995 appearing on page 4 of Amoco Corporation's Form 8-K dated
April 5, 1995, which supplements Amoco Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994 to include summarized financial information
for Amoco Argentina Oil Company. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Chicago, Illinois
August 28, 1995
<PAGE>
Exhibit 24
AMOCO COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints W. R. Hutchinson, J. L. Carl and D. B. Pinkert, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all Amoco Company registration statements and
amendments thereto (including post-effective amendments) relating to issuance or
guarantee of an aggregate of up to $200,000,000 in principal amount of debt
securities, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and the
Argentine Comision Nacional de Valores, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 27th day of April, 1995.
\s\ John L. Carl
--------------------------------------------------
Name: John L. Carl
---------------------------------------
<PAGE>
AMOCO COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints W. R. Hutchinson, J. L. Carl and D. B. Pinkert, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all Amoco Company registration statements and
amendments thereto (including post-effective amendments) relating to issuance or
guarantee of an aggregate of up to $200,000,000 in principal amount of debt
securities, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and the
Argentine Comision Nacional de Valores, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 28th day of April, 1995.
\s\ W. R. Hutchinson
--------------------------------------------------
Name: W. R. Hutchinson
---------------------------------------
<PAGE>
AMOCO COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints W. R. Hutchinson, J. L. Carl and D. B. Pinkert, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all Amoco Company registration statements and
amendments thereto (including post-effective amendments) relating to issuance or
guarantee of an aggregate of up to $200,000,000 in principal amount of debt
securities, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and the
Argentine Comision Nacional de Valores, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 28th day of April, 1995.
\s\ J. R. Reid
--------------------------------------------------
Name: J. R. Reid
---------------------------------------
<PAGE>
AMOCO COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints W. R. Hutchinson, J. L. Carl and D. B. Pinkert, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all Amoco Company registration statements and
amendments thereto (including post-effective amendments) relating to issuance or
guarantee of an aggregate of up to $200,000,000 in principal amount of debt
securities, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and the
Argentine Comision Nacional de Valores, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 28th day of April, 1995.
\s\ Daniel B. Pinkert
--------------------------------------------------
Name: Daniel B. Pinkert
---------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 20th day of December, 1994.
\s\ H. L. Fuller
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 20th day of December, 1994.
\s\ J. L. Carl
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 21st day of December, 1994.
\s\ J. R. Reid
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 20th day of December, 1994.
\s\ L. D. Thomas
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 20th day of December, 1994.
\s\ Donald R. Beall
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 20th day of December, 1994.
\s\ Ruth Block
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 21st day of December, 1994.
\s\ John H. Bryan
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 20th day of December, 1994.
\s\ E. B. Davis, Jr.
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 20th day of December, 1994.
\s\ Richard Ferris
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 20th day of Dec., 1994.
\s\ F. A. Maljers
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 19th day of Dec., 1994.
\s\ Robert H. Malott
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 17 day of December, 1994.
\s\ W. E. Massey
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 20th day of December, 1994.
\s\ Martha R. Seger
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 20th day of December, 1994.
\s\ Michael Wilson
--------------------------------------------------
<PAGE>
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints
H. L. Fuller, P. J. Early, L. D. Thomas, J. L. Carl and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amoco Corporation registration
statements and amendments thereto (including post-effective amendments) relating
to issuance or guarantee of an aggregate of up to U.S. $200,000,000 in principal
amount of debt securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the Argentine Comision Nacional de Valores, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 19th day of December, 1994.
\s\ R. D. Wood
--------------------------------------------------
<PAGE>
AMOCO ARGENTINA OIL COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert A. Sheppard, Marsha C. Williams and Jerry M. Gross, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all Amoco Argentina Oil
Company registration statements and amendments thereto (including post-effective
amendments) relating to issuance of an aggregate of up to $200,000,000 in
principal amount of debt securities of Amoco Argentina Oil Company and/or its
branch in Argentina, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the Argentine Comision Nacional de Valores, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 14th day of July, 1995.
\s\ Robert A. Sheppard
--------------------------------------------------
Name: Robert A. Sheppard
---------------------------------------
<PAGE>
AMOCO ARGENTINA OIL COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert A. Sheppard, Marsha C. Williams and Jerry M. Gross, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all Amoco Argentina Oil
Company registration statements and amendments thereto (including post-effective
amendments) relating to issuance of an aggregate of up to $200,000,000 in
principal amount of debt securities of Amoco Argentina Oil Company and/or its
branch in Argentina, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the Argentine Comision Nacional de Valores, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 14th day of July, 1995.
\s\ Marsha C. Williams
--------------------------------------------------
Name: Marsha C. Williams
---------------------------------------
<PAGE>
AMOCO ARGENTINA OIL COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert A. Sheppard, Marsha C. Williams and Jerry M. Gross, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all Amoco Argentina Oil
Company registration statements and amendments thereto (including post-effective
amendments) relating to issuance of an aggregate of up to $200,000,000 in
principal amount of debt securities of Amoco Argentina Oil Company and/or its
branch in Argentina, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the Argentine Comision Nacional de Valores, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 17 day of July, 1995.
\s\ J. E. Rutter
--------------------------------------------------
Name: J. E. Rutter
---------------------------------------
<PAGE>
AMOCO ARGENTINA OIL COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert A. Sheppard, Marsha C. Williams and Jerry M. Gross, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all Amoco Argentina Oil
Company registration statements and amendments thereto (including post-effective
amendments) relating to issuance of an aggregate of up to $200,000,000 in
principal amount of debt securities of Amoco Argentina Oil Company and/or its
branch in Argentina, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the Argentine Comision Nacional de Valores, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 17th day of July, 1995.
\s\ J. C. Burton
--------------------------------------------------
Name: J. C. Burton
---------------------------------------
<PAGE>
AMOCO ARGENTINA OIL COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert A. Sheppard, Marsha C. Williams and Jerry M. Gross, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all Amoco Argentina Oil
Company registration statements and amendments thereto (including post-effective
amendments) relating to issuance of an aggregate of up to $200,000,000 in
principal amount of debt securities of Amoco Argentina Oil Company and/or its
branch in Argentina, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the Argentine Comision Nacional de Valores, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 14th day of July, 1995.
\s\ Jerry M. Gross
--------------------------------------------------
Name: Jerry M. Gross
---------------------------------------
<PAGE>
AMOCO ARGENTINA OIL COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert A. Sheppard, Marsha C. Williams and Jerry M. Gross, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all Amoco Argentina Oil
Company registration statements and amendments thereto (including post-effective
amendments) relating to issuance of an aggregate of up to $200,000,000 in
principal amount of debt securities of Amoco Argentina Oil Company and/or its
branch in Argentina, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the Argentine Comision Nacional de Valores, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 14th day of July, 1995.
\s\ D. H. Welch
--------------------------------------------------
Name: D. H. Welch
---------------------------------------
<PAGE>
EXHIBIT 25
Securities Act of 1933 File No. _____________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
________________
AMOCO ARGENTINA OIL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
13-6088332
(I.R.S. Employer Identification No.)
200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 856-6111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
<TABLE>
<S> <C>
AMOCO CORPORATION AMOCO COMPANY
(Exact name of additional registrant as specified in its charter) (Exact name of additional registrant as specified in its charter)
INDIANA DELAWARE
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
36-1812780 36-3353184
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
200 E. RANDOLPH DRIVE 200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601 CHICAGO, ILLINOIS 60601
(312) 856-6111 (312) 856-6111
(Address, including zip code, and telephone number, including (Address, including zip code, and telephone number, including
area code,of registrant's principal executive offices) area code,of registrant's principal executive offices)
</TABLE>
Guaranteed Negotiable Obligations
(Title of the indenture securities)
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
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.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(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.
The Trustee is not the obligor, nor is the Trustee
directly or indirectly controlling, controlled by,
or under common control with the obligor.
(See Note on Page 2.)
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 association of the trustee as
now in effect. (See Exhibit T-1 (Item 12), Registration
No. 33-55626.)
*2. Copies of the respective authorizations of The Chase
Manhattan Bank (National Association) and The Chase Bank
of New York (National Association) to commence business
and a copy of approval of merger of said corporations,
all of which documents are still in effect. (See
Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. Copies of authorizations of The Chase Manhattan Bank
(National Association) to exercise corporate trust
powers, both of which documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437).
*4. A copy of the existing by-laws of the trustee. (See
Exhibit T-1 (Item 12 (a)), Registration No. 33-60809.)
5. A copy of each indenture referred to in Item 4, if the
obligor is in default. (Not applicable).
*6. The consents of United States institutional trustees
required by Section 321(b) of the Act. (See Exhibit T-1,
(Item 12), Registration No. 22-19019.)
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. (See Exhibit 7)
___________________
___________________
2
<PAGE>
* The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of
the Exhibit heretofore filed with the Securities and Exchange Commission,
to which there have been no amendments or changes.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the
answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by
the undersigned, thereunto duly authorized , all in the City of New York,
and the State of New York, on the 26th day July, 1995.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: JOSEPHINE MANNINO
__________________________
Josephine Mannino
Second Vice President
_________________
3
<PAGE>
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on March 31,
1995, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
Charter Number 02370 Comptroller of the Currency Northeastern District
Statement of Resources and Liabilities
<TABLE>
<CAPTION>
ASSETS Thousands
of Dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin....$4,264,000
Interest-bearing balances..............................6,755,000
Held-to-maturity securities..............................1,571,000
Available-for-sale securities............................4,687,000
Federal funds sold and securities purchased under
agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries and in IBFs:
Federal funds sold....................................2,502,000
Securities purchased under agreements to resell..........35,000
Loans and lease financing receivables:
Loans and leases. net of unearned income....$52,831,000
LESS: Allowance for loan and lease losses.....1,078,000
LESS: Allocated transfer risk reserve............ 0
-----
Loans and leases, net of unearned income, allowance,
and reserve...........................................51,753,000
Assets held in trading accounts.........................17,278,000
Premises and fixed assets (including capitalized
leases)................................................1,785,000
Other real estate owned....................................441,000
Investments in unconsolidated subsidiaries and
associated companies......................................46,000
Customers' liability to this bank on acceptances
outstanding..............................................1,077,000
Intangible assets..........................................809,000
Other assets.............................................6,346,000
---------
TOTAL ASSETS...........................................$99,349,000
-----------
-----------
LIABILITIES
Deposits:
In domestic offices..................................$28,080,000
Noninterest-bearing...................$10,224,000
Interest-bearing.......................17,856,000
----------
In foreign offices, Edge and Agreement subsidiaries,
and IBFs............................................35,906,000
Noninterest-bearing....................$2,695,000
Interest-bearing.......................33,211,000
----------
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries,and
in IBF's:
Federal funds purchased................................2,086,000
Securities sold under agreements to repurchase...........158,000
Demand notes issued to the U.S. Treasury...................194,000
Trading Liabilities.....................................13,545,000
Other borrowed money
With original maturity of one year or less...............2,122,000
With original maturity of more than one year...............429,000
Mortgage indebtedness and obligations under capitalized
leases....................................................40,000
Bank's liability on acceptances, executed and
outstanding..............................................1,081,000
Subordinated notes and debentures........................2,360,000
Other liabilities........................................6,300,000
---------
TOTAL LIABILITIES......................................$92,301,000
-----------
-----------
Limited-life preferred stock and related surplus.................0
EQUITY CAPITAL
Perpetual preferred stock and related surplus....................0
Common stock...............................................917,000
Surplus..................................................4,666,000
Undivided profits and capital reserves...................1,552,000
LESS: Net unrealized loss on marketable equity
securities...............................................(98,000)
Cumulative foreign currency translation adjustments.........11,000
---------
TOTAL EQUITY CAPITAL.....................................7,048,000
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND
EQUITY CAPITAL.......................................$99,349,000
-----------
-----------
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Richard J. Boyle Directors
(Signed) Donald H. Trautlein
