<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMOCO COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<C> <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)
AMOCO CORPORATION
(EXACT NAME OF ADDITIONAL REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<C> <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)
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 FOR:
GLENN M. REITER, ESQ.
JOHN E. RILEY, 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 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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Guaranteed Debt Securities and Warrants to
Purchase Guaranteed Debt Securities..... $300,000,000 various $300,000,000 $90,910
- -------------------------------------------------------------------------------------------------------------------------------
Guarantees of the Debt Securities......... -- (3) (3) None
==============================================================================================================================
</TABLE>
(1) In U.S. dollars or the equivalent thereof in any other currency, currency
unit or units, or composite currency or currencies. Such amount represents
the aggregate offering price of the Securities registered hereunder and the
exercise price of any securities issuable upon exercise of Warrants. If any
securities are issued at an original issue discount, then such greater
amount as shall result in an aggregate initial offering price of
$300,000,000.
(2) Estimated for the sole purpose of computing the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933. The proposed maximum
offering price per unit will be determined from time to time by the
Registrants in connection with the issuance by the Registrants of the
securities registered hereunder.
(3) Amoco Corporation will not be paid any portion of the proceeds in respect
of the Guarantees.
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
------------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
CONTAINED HEREIN WILL BE USED AS A COMBINED PROSPECTUS IN CONNECTION WITH THIS
REGISTRATION STATEMENT AND REGISTRATION STATEMENT NO. 33-11635, AS AMENDED,
PURSUANT TO WHICH $200,000,000 OF GUARANTEED DEBT SECURITIES AND WARRANTS TO
PURCHASE GUARANTEED DEBT SECURITIES REMAIN TO BE ISSUED.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED OCTOBER 1, 1997
PROSPECTUS
DEBT SECURITIES AND WARRANTS
OF
AMOCO COMPANY
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
AMOCO CORPORATION
Amoco Company, a Delaware corporation (the "Company"), may from time to
time offer its debt securities ("Debt Securities") in one or more series for
issuance and sale, and warrants (the "Warrants") to purchase Debt Securities,
from which the Company will receive proceeds of up to an aggregate of
$500,000,000 or the equivalent in foreign denominated currency or units based on
or relating to currencies, on terms determined by market conditions at the time
of sale. The due and punctual payment of principal and premium and interest, if
any, on the Debt Securities is unconditionally guaranteed (the "Guarantees") by
Amoco Corporation, an Indiana corporation ("Amoco"). The Company is a wholly
owned subsidiary of Amoco. With respect to the Debt Securities and Warrants 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 Debt Securities or Warrants may be purchased, the currency or currency
units in which payments in respect of Debt Securities may be made, and whether
the Debt Securities and Warrants are to be offered for sale together or
separately, any stock exchange listings, the duration, purchase price, exercise
price, detachability and any other terms of Warrants, 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 Debt Securities and Warrants may be offered directly, through agents
designated from time to time, through dealers or through 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 Debt Securities and Warrants 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 Debt Securities and Warrants
less such commission in the case of an agent, the purchase price of such Debt
Securities and Warrants 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 Debt Securities and
Warrants sold will be the purchase price of such Debt Securities and Warrants
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 OCTOBER , 1997.
<PAGE> 3
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 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.
Unless otherwise noted, all dollar figures in this Prospectus and any
Prospectus Supplement are expressed in United States dollars.
---------------------
AVAILABLE INFORMATION
The Company and Amoco 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 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 the Company or Amoco,
respectively, is disclosed in proxy statements distributed to shareholders of
Amoco and in certain of the Company's and Amoco's reports filed with the
Commission. Such reports, proxy and information 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, 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. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. Amoco's common stock is listed on the New York, Chicago,
Pacific, Toronto, and Swiss stock exchanges. Reports, proxy statements, and
other information concerning Amoco can be inspected at the New York, Chicago,
Pacific and Toronto stock exchanges. The common stock of the Company is 100%
owned by Amoco and is not listed on any exchange.
---------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have heretofore been filed by Amoco and the
Company with the Commission pursuant to the 1934 Act (File Nos. 1-170-2 and
1-8888, respectively) are incorporated by reference in this Prospectus and shall
be deemed to be a part hereof:
(a) Amoco's Annual Report on Form 10-K for the year ended December 31,
1996;
(b) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(c) Amoco's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997;
(d) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997;
(e) Amoco's definitive Proxy Statement dated March 10, 1997, in
connection with its Annual Meeting of Shareholders held on April 22, 1997;
and
(f) Amoco's Current Report on Form 8-K dated April 14, 1997;
in each case, as filed with the Commission pursuant to the 1934 Act.
2
<PAGE> 4
All reports pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
and all definitive proxy statements pursuant to Section 14 of the 1934 Act filed
by the Company and Amoco after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities and Warrants shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Amoco's Annual Report on Form 10-K will
include summary financial information concerning the Company, and Amoco's
Quarterly Reports on Form 10-Q will also include 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 AND AMOCO 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.
AMOCO AND THE COMPANY
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.
The 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). The 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, and selected other activities. The principal wholly-owned subsidiaries
of the 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
and natural gas liquids.
Amoco Oil Company........................ Refining, marketing, and transporting of
petroleum and related products.
Amoco Chemical Company................... Manufacture and sale of chemical
products.
</TABLE>
3
<PAGE> 5
RATIOS OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges on public obligations for
the six months ended June 30, 1997 and for each of the five years ended December
31, 1996, were as follows: June 30, 1997 -- 11.5, 1996 -- 14.2, 1995 -- 11.6,
1994 -- 20.4, 1993 -- 13.2, and 1992 -- 8.3.
Amoco's ratio of earnings to fixed charges for the six months ended June
30, 1997 and for each of the five years ended December 31, 1996, were as
follows: June 30, 1997 -- 9.0, 1996 -- 10.3, 1995 -- 6.9, 1994 -- 8.9,
1993 -- 8.0, and 1992 -- 3.5.
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.
USE OF PROCEEDS
The net proceeds from sale of the Debt Securities and Warrants will be used
in conjunction with other funds for corporate purposes of the Company, including
capital and exploration requirements and repayment of debt. Pending the
commitment of the proceeds of the Debt Securities and Warrants to such purposes,
the Company may invest temporarily in short-term debt obligations.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities (herein also referred to as "Securities") are to be
issued under an Indenture, dated as of August 1, 1997 (the "Indenture"), among
the Company, Amoco and The Chase Manhattan Bank, as Trustee (the "Trustee"), a
copy of which is filed as an exhibit to the registration statement (the
"Registration Statement") of which this Prospectus is a part. The Securities may
be issued from time to time in one or more series. The particular terms of each
series, or of Securities forming a part of a series, which are offered by a
Prospectus Supplement and the related guarantees thereof by the Guarantor (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. Capitalized terms not defined herein shall have the
meaning set forth in the Indenture.
GENERAL
The Indenture provides that Securities in separate series may be issued
thereunder from time to time without limitation as to aggregate principal
amount. The Company and Amoco 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 and Amoco may determine. 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 guaranteed by Amoco. See "Guarantees by Amoco."
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 such Securities or the series of
which they are a part; (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
4
<PAGE> 6
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 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; (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 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
and Amoco in respect of any such Securities may be served; (8) 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) the denominations in which any
Registered Securities will be issuable, if other than denominations of U.S.
$1,000 and any integral multiple thereof, and the denominations in which any
Bearer Securities will be issuable, if other than denominations of U.S. $5,000
and any integral multiple thereof; (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 currency of the United States of America, 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 in which
the equivalent of the principal amount thereof in the currency of the United
States of America is to be determined 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 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
5
<PAGE> 7
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) whether and under what circumstances the Company will pay
Additional Amounts on such Securities and, if so, whether the Company will have
the option to redeem such Securities rather than pay such Additional Amounts;
(22) any addition to or change in the covenants in the Indenture described under
"Certain Covenants of the Company" applicable to any of such Securities; (23)
any other terms of such Securities not inconsistent with the provisions of the
Indenture; and (24) any trustees, authenticating or paying agents, warrant
agents, transfer agents, registrars or any other agents or depositaries with
respect to such Securities. (Section 301.)
Securities, including Original Issue Discount Securities, may be sold at a
substantial discount below their principal amount. Certain special United States
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 United States federal income tax or
other considerations (if any) applicable to any Securities which are denominated
in a currency or currency unit other than United States dollars may be described
in the applicable Prospectus Supplement.
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. $5,000 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 Security Registrar or at the office of any transfer agent
designated by the Company for such purpose. 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 Security Registrar or such transfer agent, 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 Trustee as Security Registrar.
Any transfer agent (in addition to the Security 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
New York and in London. (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 "1933 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 Bank, societe anonyme
("Cedel Bank") 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 Bank upon the
later of (i) the date which is 40 days after the later of (A) the completion of
the distribution of such
6
<PAGE> 8
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 1933 Act by virtue of Regulation S thereunder) and
(ii) the date on which Cedel Bank 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 Bank 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.
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 United States federal tax laws and regulations. See "Limitations on
Issuance of Bearer Securities."
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.
7
<PAGE> 9
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 and Amoco 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 or (iii) there shall exist such 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, the Trustee or any agent of the Company, Amoco 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.
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 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 Prospectus
Supplement, the corporate trust office of the Trustee in The City of New York
will be designated as the Company's sole Paying Agent for payments with respect
to Registered Securities of each series. Any
8
<PAGE> 10
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 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 Bank 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 Bank, and the Company
understands that Euroclear and Cedel Bank 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 Bank and Euroclear or Cedel
Bank 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
dollars will be made in the United States if (but only if) payment of the full
amount thereof in 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 or Amoco to a 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 two years after such principal,
premium, interest or Additional Amounts has become due and payable will be
repaid to the Company, and the Holder of such Security thereafter may look only
to the Company and Amoco for payment thereof. (Section 1003.)
9
<PAGE> 11
GUARANTEES BY AMOCO
Amoco will 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. (Section 1401.)
The Guarantees will be direct, unsecured and unsubordinated obligations of
Amoco and will rank equally and ratably with other unsecured and unsubordinated
indebtedness.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Liens. The Company covenants 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 any Producing
Property, any Refining or Manufacturing Property or 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 the Company shall so
determine, any other indebtedness of, or guaranteed by, the 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:
(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 acquisition of such property, shares,
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, to the Guarantor 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 any legislative, governmental or
regulatory authority;
10
<PAGE> 12
(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 any judgment or decree against the Company or any Restricted
Subsidiary or in connection with other proceedings or actions at law or in
equity by or against the 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, the 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 the 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 purposes 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."
The Company also covenants 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 the Company or such Restricted Subsidiary
shall have effectively provided that the Securities (together with, if the
Company shall so determine, any other indebtedness of or guaranteed by the
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.)
11
<PAGE> 13
Limitation on Sale and Lease-Back Transactions. The Company covenants 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 the
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 (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 the Company) of such
property and
(a) the 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 the Company) of the property so
leased, secured by the Mortgage on the property to be leased without
equally and ratably securing the Securities and without violating the
covenant described under "Limitation on Liens";
(b) the Company shall apply within 12 months after 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 the 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, the Company or such Restricted
Subsidiary has expended or shall expend for any Producing Property or
Refining or Manufacturing Property an amount equal to (i) the net proceeds
of such transaction and the Company elects to designate such amount as a
credit against such transaction or (ii) a part of the net proceeds of such
transaction and the 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 described in clause (b) above. (Section 1006.)
Payment of Additional Amounts. If the Securities of a series provide for
the payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series or any coupon appertaining thereto Additional Amounts as
and to the extent described in the applicable Prospectus Supplement. (Section
1007.) References herein and in any Prospectus Supplement to 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, include reference to the payment
of such Additional Amounts.
CERTAIN DEFINITIONS
For purposes of the covenants described above, the following terms have the
following definitions:
"Consolidated Adjusted Net Assets" means total assets of the 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).
"Debt" means any indebtedness for money borrowed.
"Mortgage" means any mortgage, pledge, security interest or lien.
"Producing Property" means any property interest of the Company or any
Restricted Subsidiary in land located within the United States of America
considered by the Company or 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 the Company or any Restricted Subsidiary which is located within the
United States of America, other than any such property or portion thereof which
(i) in the opinion of the Board of Directors of the Company is not of material
importance to the business of the Company and its consolidated subsidiaries as a
whole, (ii) is classified by
12
<PAGE> 14
the corporation which owns it as a transportation or marketing facility or (iii)
is owned directly or indirectly by the Company or one or more of its
Subsidiaries or by the Company and one or more of its Subsidiaries jointly or in
common with others and the aggregate interest therein of the Company and its
Subsidiaries does not equal at least 50%.
"Restricted Subsidiary" means:
(i) each of the following companies 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, Amoco Production Company and
Amoco Chemical Company; and
(ii) 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 the 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 the Company;
provided, however, that the term "Restricted Subsidiary" does not include any
corporation (a) the principal operating properties of which consist of oil or
gas pipeline properties, (b) 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 (c) principally engaged in financing receivables,
making loans, extending credit or other activities of a character conducted by a
credit or acceptance company.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company 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
any shares of stock or indebtedness of any Restricted Subsidiary would thereupon
become subject to any Mortgage under the circumstances, and with the exceptions,
described under "Certain Covenants of the Company -- Limitation on Liens."
Subject to the restrictions referred to in the preceding paragraph, 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 a Restricted 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. (Section
801.)
CERTAIN COVENANTS OF AMOCO
The Indenture does not limit the amount of debt, either secured or
unsecured, which may be issued by Amoco.
Amoco covenants in the Indenture that it will not merge or consolidate with
another corporation or sell or convey all or substantially all of its property
to any other corporation unless such other corporation (except in any sale or
conveyance to the Company or one of its Restricted Subsidiaries) assumes the
obligations of Amoco under the Guarantees. (Section 803.)
Amoco also covenants that it will furnish certain information and
certificates to the Trustee on the dates specified in the Indenture.
13
<PAGE> 15
EVENTS OF DEFAULT
Each of the following constitutes 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
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 or Amoco 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 25% in
principal amount of the Outstanding Securities of that series, as provided in
the Indenture; (e) certain events 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) shall occur and be continuing, either the Trustee or the
Holders of at least 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 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
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."
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 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 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
14
<PAGE> 16
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 and Amoco will be required to furnish to the Trustee annually a
statement by certain of their respective officers as to whether or not the
Company or Amoco, 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.)
MODIFICATION AND WAIVER
The Indenture provides that modifications and amendments of the Indenture
may be made by the Company, Amoco and the Trustee with the consent of the
Holders of 66 2/3% in aggregate principal amount of the Outstanding Securities
of each series affected by such modification or amendment; provided, however,
that no such modification or amendment may, without the consent of the Holder of
each 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 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 66 2/3% in principal amount of the Outstanding Securities of
any series may waive compliance by the Company and the Guarantor 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 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.)
The Indenture provides 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
15
<PAGE> 17
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 provides 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 provides that, upon the Company's
exercise of its option (if any) to have Section 1302 applied to any Securities,
the Company and Amoco 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 and Amoco have
delivered to the Trustee an Opinion of Counsel to the effect that the Company or
Amoco, 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 provides that, upon the
Company's exercise of its option (if any) to have Section 1303 applied to any
Securities, the Company and Amoco may omit to comply with certain restrictive
covenants, including those described under "Certain Covenants of the Company --
Limitation on Liens" and "-- Limitation on Sale and Lease-Back Transactions",
"Consolidation, Merger and Sale of Assets" and "Certain Covenants of Amoco"
relating to the consolidation, merger and sale of assets by Amoco, 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 and Amoco 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 and
Amoco 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
16
<PAGE> 18
upon any acceleration resulting from such Event of Default. In such case, the
Company and Amoco 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 1933 Act) will initially
be represented by a Temporary Bearer Global Security, to be deposited with a
common depositary in London for Euroclear and Cedel Bank 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 Bank 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 Bank and Euroclear or
Cedel Bank 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 Bank an Owner Tax Certification and Euroclear or
Cedel Bank 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 Bank and Euroclear or Cedel Bank 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.
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 "Limitations 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
17
<PAGE> 19
acquired the Security for purposes of resale directly to a United States person
or to a person within the United States or its possessions.
PAYMENT OF STAMP AND OTHER TAXES
The Company shall pay all stamp and other duties, if any, which may be
imposed by the United States or any political subdivision thereof or taxing
authority thereof or therein with respect to the Indenture or the original
issuance of the Securities. Except as described in the applicable Prospectus
Supplement, and "Certain Covenants of the Company -- Payment of Additional
Amounts", the Company will not be required to make any payment with respect to
any tax, assessment or governmental charge imposed by any government or any
political subdivision thereof or taxing authority therein.
NOTICES -- TO HOLDERS OF REGISTERED SECURITIES
Notices to Holders of Registered Securities will be deemed to be validly
given if 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 fourth Business Day after the date of such mailing. (Section 106.)
NOTICES -- TO HOLDERS OF BEARER SECURITIES
Notices to Holders of Bearer Securities will be deemed to be validly given
if 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 Bank for communication by them to the persons shown in their
respective records as having interests therein. (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
thereto 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.)
GOVERNING LAW
The Indenture, the Securities and any related coupons and the Guarantees
will be governed by, and construed in accordance with, the laws of the State of
New York. (Section 112.)
REGARDING THE TRUSTEE
The Chase Manhattan Bank is depository for funds of, makes loans to, acts
as trustee for certain employee benefit plans and performs other services for
the Company and Amoco 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.
The Chase Manhattan Bank serves as trustee under (i) 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 the Company and
Amoco, (ii) an indenture relating to debt securities of Amoco Argentina Oil
Company, Argentina Branch, guaranteed as to payment of principal, premium, if
any, and interest, if any, by the Company and Amoco and (iii) an indenture
relating to debt securities of the Industrial Development Board of the City of
Roanoke, Alabama (Amoco Fabrics Company Project), guaranteed as to the payment
of principal, premium, if any, and interest, if any, by the Company and Amoco.
18
<PAGE> 20
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 Debt 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
the income of which is subject to United States federal income taxation
regardless of its source and a trust which is subject to the supervision of a
court within the United States and the control of a United States fiduciary as
described in section 7701(a)(30) of the Code, "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.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities.
Warrants may be issued independently or together with any Debt Securities by any
Prospectus Supplement and may be attached to or separate from such Debt
Securities. The Warrants will be issued under a Warrant Agreement to be entered
into between the Company and a bank or trust company, as agent (the "Warrant
Agent"), all as set forth in the Prospectus Supplement relating to the
particular issue of Warrants. The Warrant Agent will act solely as an agent of
the Company in connection with the Warrant Certificates and will not assume any
fiduciary obligation or relationship of agency or trust for or with any holders
of Warrant Certificates or beneficial owners of Warrants. The following
summaries of certain provisions of the form of Warrant Agreement filed as an
exhibit to the Registration Statements do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, the provisions
of such form of Warrant Agreement (including the form of Warrant Certificate).
19
<PAGE> 21
GENERAL
If Warrants are offered hereby, reference is made to the Prospectus
Supplement for the following terms of the Warrants offered hereby (to the extent
such terms are applicable to such Warrants): (1) the offering price; (2) the
currency or units based on or relating to currencies for which Warrants may be
purchased; (3) the designation, aggregate principal amount, currency or currency
unit, and terms of the Debt Securities purchasable upon exercise of the Warrants
and, if such Debt Securities are issuable in bearer form, restrictions
applicable to the warrants and to the purchase of Debt Securities in bearer form
upon exercise of the Warrants; (4) the designation and terms of the Debt
Securities with which the Warrants are issued and the number of Warrants issued
with each Debt Security; (5) the date, if any, on and after which the Warrants
and the related Debt Securities will be separately transferable; (6) the
principal amount of Debt Securities purchasable upon exercise of one Warrant and
the price at and currency or currency units in which such principal amount of
Debt Securities may be purchased upon such exercise; (7) the date on which the
right to exercise the Warrants shall commence and the date (the "Expiration
Date") on which such right shall expire; (8) whether the Warrant Certificates
will be issuable in registered or bearer form or both, and, if the warrant
certificates are issuable in bearer form, restrictions applicable to warrant
certificates; (9) federal income tax consequences; and (10) any other terms of
the Warrants, including any terms which may be required or desirable under
applicable law.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office of
the Warrant Agent or any other office indicated in the Prospectus Supplement.
Prior to the exercise of their Warrants, Holders of Warrants will not have
any of the rights of Holders of the Debt Securities purchasable upon such
exercise, including the right to receive payments of principal of, or interest,
premium and Additional Amounts, if any, on the Debt Securities purchasable upon
such exercise or to enforce covenants in the Indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the Holder to purchase such principal amount of
Debt Securities at such exercise price as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the Warrants. Warrants
may be exercised at any time up to the time specified on the Expiration Date set
forth in the Prospectus Supplement relating to such Warrants. After such time on
the Expiration Date (or such later date to which such Expiration Date may be
extended by the Company), unexercised Warrants will become void.
Subject to any restrictions and additional requirements that may be set
forth in the Prospectus Supplement relating thereto, Warrants may be exercised
by delivery to the Warrant Agent of the Warrant Certificate evidencing such
Warrants properly completed and duly executed and of payment as provided in the
Prospectus Supplement of the amount required to purchase the Debt Securities
purchasable upon such exercise. Warrants will be deemed to have been exercised
upon receipt of such Warrant Certificate and payment at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement and the Company will, as soon as practicable thereafter, issue and
deliver the Debt Securities purchasable upon such exercise. If fewer than all of
the Warrants represented by such Warrant Certificate are exercised, a new
Warrant Certificate will be issued for the remaining amount of the Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities and Warrants 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.
Debt Securities and Warrants 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 Debt Securities and Warrants in respect of
20
<PAGE> 22
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
five business days or less). Any such agent may be deemed to be an underwriter,
as that term is defined in the 1933 Act, of the Debt Securities and Warrants so
offered and sold. Agents may be entitled under agreements which may be entered
into with the Company to indemnification by the Company against certain
liabilities, including liabilities under the 1933 Act, and may be customers of,
engage in transactions with or perform services for the Company or Amoco in the
ordinary course of business.
If any underwriter or underwriters are utilized in the sale of the Debt
Securities and Warrants, the Company 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 Debt Securities and Warrants 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 against certain
liabilities, including liabilities under the 1933 Act. Morgan Stanley & Co.
Incorporated and/or other underwriters named in the Prospectus Supplement may
act as managing underwriter with respect to an offering of Debt Securities and
Warrants effected through underwriters. Only underwriters named in the
Prospectus Supplement are deemed to be underwriters in connection with the Debt
Securities and Warrants offered thereby and if Morgan Stanley & Co. Incorporated
is not named in the Prospectus Supplement, it will not be a party to the
underwriting agreement relating to such Debt Securities and Warrants, it will
not be purchasing any such Debt Securities and Warrants from the Company in
connection with such offering and it will have no direct or indirect
participation in the underwriting of such Debt Securities and Warrants, although
it may participate in the distribution of such Debt Securities under
circumstances where it may be entitled to a dealer's commission.
If a dealer is utilized in the sale of the Debt Securities and Warrants in
respect of which this Prospectus is delivered, the Company will sell such Debt
Securities and Warrants to the dealer, as principal. The dealer may then resell
such Debt Securities and Warrants 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, to indemnification by the
Company against certain liabilities, including liabilities under the 1933 Act.
The name of the dealer and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.
Amoco may guarantee any of the Company's obligations, including its
obligation to indemnify agents, underwriters or dealers, under any agreements
relating to the Debt Securities.
Offers to purchase Debt Securities and Warrants 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, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Debt Securities and Warrants from the Company at the public offering price set
forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless the Company otherwise agrees the aggregate principal amount of Debt
Securities and Warrants sold pursuant to Contracts shall be not less nor more
than, the respective amounts stated in the Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions but shall in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except that any related sale of Debt Securities and Warrants to underwriters
shall have occurred and the purchase by an institution of the Debt Securities
and Warrants covered by its Contract shall not at the time of delivery be
prohibited under the laws of any
21
<PAGE> 23
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Debt Securities and Warrants pursuant to
Contracts accepted by the Company.
If so indicated in the Prospectus Supplement relating to a series of Debt
Securities which provides Holders with the option to cause the Company to repay
said Debt Securities prior to maturity under specified circumstances, the
Company and Amoco may reserve the right to elect, with respect to any Debt
Securities which Holders have surrendered for repayment, to designate a
purchaser which will purchase the Debt Securities at a price equal to their
repayment price. The purchaser may resell or otherwise dispose of the Debt
Securities so purchased. By surrendering the Debt Securities for repayment, the
Holders consent to sell the Debt Securities to any such purchaser. If such
purchaser fails to purchase any Debt Securities, the Company will repay the Debt
Securities on the specified repayment date. If a purchaser is designated, the
procedures for surrendering any Debt Securities and for repayment will be
determined by mutual agreement among the Company, Amoco, such purchaser, the
Trustee and any paying or escrow agent and will be set forth in the Prospectus
Supplement.
The place and time of delivery of the Debt Securities and Warrants in
respect of which this Prospectus is delivered are set forth in the accompanying
Prospectus Supplement.
LEGAL OPINIONS
The validity of the Debt Securities and Warrants and Guarantees offered
hereby will be passed upon for the Company and Amoco by Daniel B. Pinkert,
General Attorney-Corporate, Amoco and Vice-President and Secretary of the
Company. As of September 30, 1997, 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
19,000 shares of common stock of Amoco.
The validity of the Debt Securities and Warrants 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.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Amoco Corporation for the year
ended December 31, 1996, 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.
22
<PAGE> 24
AMOCO LOGO
<PAGE> 25
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration Fee............................................ $ 90,910
Fees and Expenses of Trustee and its Counsel................ 10,000
Printing and Engraving...................................... 25,000
Fees of Accountants......................................... 100,000
Blue Sky and Legal Investment Fees and Expenses............. 10,000
Rating Agency Fees.......................................... 33,975
Miscellaneous............................................... 20,115
--------
$290,000
========
</TABLE>
- -------------------------
* All amounts, other than the registration fee, are estimated and are subject to
future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Nine of the 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) 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-6.
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
1933 Act;
(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 unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed with or furnished to the Commission by the Registrants
pursuant to Section 13 or Section 15(d) of the 1934 Act and incorporated
herein by reference. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;
II-1
<PAGE> 26
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 either of the Registrants pursuant to Section 13 or Section 15(d) of
the 1934 Act 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.
(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) That, for purposes of determining any liability under the 1933
Act, each filing of the Registrants' annual reports pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
The Registrants 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 1933 Act 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 Commission such indemnification is against
public policy as expressed in the 1933 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 entitled 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 1933 Act
and will be governed by the final adjudication of such issue.
II-2
<PAGE> 27
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 on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on September 30,
1997.
AMOCO COMPANY
(Registrant)
By /s/ D. B. PINKERT
------------------------------------
D. B. Pinkert,
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities indicated on September 30, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C>
/s/ J. L. CARL* President and Director
----------------------------------------------------- (Principal Executive Officer)
(J. L. Carl)
/s/ W. R. HUTCHINSON* Vice President, Treasurer and Director
----------------------------------------------------- (Principal Financial Officer)
(W. R. Hutchinson)
/s/ JUDITH G. BOYNTON* Vice President and Controller
----------------------------------------------------- (Principal Accounting Officer)
(Judith G. Boynton)
/s/ D. B. PINKERT* Vice President, Assistant Secretary
----------------------------------------------------- and Director
(D. B. Pinkert)
*By /s/ D. B. PINKERT Individually and as Attorney-in-Fact
-----------------------------------------------------
D. B. Pinkert
</TABLE>
II-3
<PAGE> 28
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 on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on September 30,
1997.
AMOCO CORPORATION
(Registrant)
By /s/ H.L. FULLER
------------------------------------
H.L. Fuller
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registrant
Statement on Form S-3 has been signed by the following persons in the capacities
indicated on September 30, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ H. L. FULLER* Chairman of the Board, Chief
- --------------------------------------------- Executive Officer and Director
(H. L. Fuller) (Principal Executive Officer)
/s/ W. G. LOWRIE* President and Director
- ---------------------------------------------
(W. G. Lowrie)
/s/ J. L. CARL* Executive Vice President and
- --------------------------------------------- Chief Financial Officer
(J. L. Carl) (Principal Financial
Officer)
/s/ JUDITH G. BOYNTON* Vice President and Controller
- --------------------------------------------- (Principal Accounting Officer)
(Judith G. Boynton)
/s/ D. R. BEALL* Director
- ---------------------------------------------
(D. R. Beall)
/s/ RUTH BLOCK* Director
- ---------------------------------------------
(Ruth Block)
/s/ J. H. BRYAN* Director
- ---------------------------------------------
(J. H. Bryan)
/s/ E. B. DAVIS, JR.* Director
- ---------------------------------------------
(E. B. Davis, Jr.)
/s/ RICHARD FERRIS* Director
- ---------------------------------------------
(Richard Ferris)
</TABLE>
II-4
<PAGE> 29
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ F. A. MALJERS* Director
- ---------------------------------------------
(F. A. Maljers)
/s/ A. C. MARTINEZ* Director
- ---------------------------------------------
(A. C. Martinez)
/s/ W. E. MASSEY* Director
- ---------------------------------------------
(W. E. Massey)
/s/ MARTHA R. SEGER* Director
- ---------------------------------------------
(Martha R. Seger)
/s/ T. M. SOLSO* Director
- ---------------------------------------------
(T. M. Solso)
/s/ MICHAEL WILSON* Director
- ---------------------------------------------
(Michael Wilson)
*By /s/ H. L. FULLER Individually and as Attorney-in-Fact
-------------------------------------------
H. L. Fuller
</TABLE>
II-5
<PAGE> 30
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <C> <S>
1 -- Form of Underwriting Agreement and Standard Provisions for
Underwriting Agreement
4(a) -- Indenture dated as of August 1, 1997 among the Company,
Amoco, and The Chase Manhattan Bank, as Trustee, Registrar
and Paying Agent
4(b) -- Form of Registered Security (contained as part of Exhibit
4(a))
4(c) -- Form of Warrant Agreement
4(d) -- Form of Warrant Certificate (contained as part of Exhibit
4(c))
4(e) -- Certificate of Incorporation of the Company. (Incorporated
by reference from Exhibit 3(a) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1989)
4(f) -- By-laws of the Company. (Incorporated by reference from
Exhibit 3(b) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1989)
5 -- Opinion and consent of counsel to the Company and Amoco
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's
June 30, 1997 Form 10-Q)
23(a) -- Consent of Price Waterhouse LLP
23(b) -- Consent of Counsel (contained as part of Exhibit 5)
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.
(Incorporated by reference from the Company's Post-Effective
Amendment No. 1 to Registration Statement No. 33-11635,
dated December 6, 1993)
</TABLE>
II-6
<PAGE> 1
EXHIBIT 1
UNDERWRITING AGREEMENT
, 199
Amoco Company and
Amoco Corporation
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 Company, a Delaware
corporation (the "Company"), proposes to issue and sell [(i)] [Currency and
Principal Amount] aggregate initial offering price of [Full Title of Debt
Securities] (the "Debt 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 (the "Guarantor")[,
and (ii) warrants (the "Debt Warrants") to purchase [Currency and
Principal Amount] aggregate initial offering price of its [Full Title of Debt
Securities] (the "Debt Warrant Securities")]. [(The Debt Securities and the Debt
Warrants, but not the Debt Warrant Securities, are collectively referred to
herein as the "Offered Securities.") The Debt Securities [and the Debt Warrant
Securities] will be issued pursuant to the provisions of an Indenture dated as
of August 1, 1997 (the "Indenture") among the Company, the Guarantor and The
Chase Manhattan Bank, as Trustee (the "Trustee") [and the Debt Warrants will be
issued pursuant to the provisions of a Debt Warrant Agreement dated as of
(the "Debt Warrant Agreement") between the Company and [Name of
Debt Warrant Agent], as Debt Warrant Agent].
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell, the Guarantor agrees to guarantee,
and the Underwriters agree to purchase, severally and not jointly, the
respective principal amount of Debt Securities [and numbers of Debt Warrants]
set forth below opposite their names at a purchase price of % of the
principal amount of Debt Securities[, plus accrued interest, if any, from [Date
of Offered Securities] to the date of payment and delivery] [and at a purchase
price of $ per Debt Warrant]:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
NAME DEBT SECURITIES
---- -------------------
<S> <C>
[Morgan Stanley & Co. Incorporated].........................
[Morgan Stanley International]..............................
--------
Total.............................................
========
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF DEBT
NAME WARRANTS
---- -------------------
<S> <C>
[Morgan Stanley & Co. Incorporated].........................
[Morgan Stanley International]..............................
--------
Total.............................................
========
</TABLE>
<PAGE> 2
[The principal amount of Debt Securities and number of Debt Warrants to be
purchased by the several Underwriters shall be reduced by the aggregate
principal amount of Debt Securities and number of Debt Warrants sold pursuant to
delayed delivery contracts.]
The Underwriters will pay for the Offered Securities [(less any Offered
Securities sold pursuant to delayed delivery contracts)] upon delivery thereof
at [office] at a.m. (New York time; on , 199 , or at such
other time, not later than [ p.m.] (New York 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 Offered Securities shall have the terms set forth in the Prospectus
dated , 199 , and the Prospectus Supplement dated ,
199 , including the following:
TERMS OF DEBT SECURITIES
Title:
[ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due
Aggregate Principal Amount:
[$]
Price to Public:
% of the principal amount of the Debt Securities, plus accrued
interest from to [and accrued amortization, if any,
from to ]
Purchase Price by Underwriters:
% of the principal amount of the Debt Securities, plus accrued
interest from to [and accrued amortization, if any,
from to ]
Specified Funds for Payment of Purchase Price:
Indenture:
Indenture dated as of August 1, 1997, among the Company, the Guarantor and
The Chase Manhattan Bank, as Trustee
Maturity Date:
Interest Rate:
[ %] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Dates:
and commencing , (Interest Accrues from
, )
Redemption Provisions:
[No provisions for redemption]
2
<PAGE> 3
[The Debt Securities may be redeemed, otherwise than through the sinking
fund, in whole or in part at the option of the Company, in the amount of
[$] or an integral multiple thereof, [on or after ,
at the following redemption prices (expressed in percentages of
principal amount). if [redeemed on or before , %, and if]
redeemed during the 12-month period beginning .
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
---- ----------
<S> <C>
</TABLE>
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 in or after , , at the election of the
Company, at a redemption price equal to the principal amount thereof, plus
accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[RESTRICTION ON REFUNDING]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Debt Securities are entitled to the benefit of a sinking fund to
retire [$] principal amount of Debt Securities on in
each of the years through at 100% of their principal amount plus
accrued interest] [ , together with [cumulative] [noncumulative]
redemptions at the option of the Company to retire an additional [$]
principal amount of Debt Securities in the years through
at 100% of their principal amount plus accrued interest].
[If Debt Securities are extendible debt securities, insert --
Extendible Provisions:
Debt 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 Debt 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).]
3
<PAGE> 4
Defeasance Provisions:
Form and Denomination:
Time of Delivery:
Closing Location:
Names and Addresses of Manager:
Manager:
Address for Notices, etc.
Other Terms:
TERMS OF DEBT WARRANTS
[Number of Debt Warrants issued with each $ principal amount of
Debt Securities:]
[Detachable Date:]
Exercise Date:
Expiration Date:
Exercise Price:
Principal amount of Debt Warrant Securities purchasable upon exercise of
one Debt Warrant:
Form:
[Other Terms:]
TERMS OF DEBT WARRANT SECURITIES
Maturity Date:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
Form and Denomination:
[Other Terms]:
[The commission to be paid to the Underwriters in respect of the Offered
Securities purchased pursuant to delayed delivery contracts arranged by the
Underwriters shall be % of the principal amount of the Debt Securities so
purchased [and $ per Debt Warrant so purchased].]
4
<PAGE> 5
All provisions contained in the document entitled Amoco Company
Underwriting Agreement Standard Provisions (Debt Securities and Warrants to
Purchase Debt Securities) dated , 199 , 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 (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is not
an Offered Security shall not be deemed to be a part of this Agreement, (iii) if
the Offered Securities do not include Debt Warrants, then all references in such
document to Debt Warrant Securities shall not be deemed to be a part of this
Agreement and (iv) all references in such document to a type of agreement that
has not been entered into in connection with the transactions contemplated
hereby shall not be deemed to be a part of this Agreement.
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
[MORGAN STANLEY & CO. INCORPORATED]
[MORGAN STANLEY INTERNATIONAL]
Acting severally on behalf of themselves
and the several Underwriters named herein
By: [MORGAN STANLEY & CO. INCORPORATED]
[MORGAN STANLEY INTERNATIONAL]
By:
------------------------------------------
Name:
Title:
Accepted: , 199
AMOCO COMPANY
By:
- ----------------------------------------------------------
Name:
Title:
Accepted: , 199
AMOCO CORPORATION
By:
- ----------------------------------------------------------
Name:
Title:
5
<PAGE> 6
AMOCO COMPANY
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(DEBT SECURITIES AND WARRANTS
TO PURCHASE DEBT SECURITIES)
, 199
From time to time, Amoco Company, a Delaware corporation (the "Company"),
and Amoco Corporation, an Indiana corporation (the "Guarantor"), may enter into
one or more underwriting or other agreements that provide for the sale of
designated securities, guaranteed by the Guarantor, 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 Guarantor have filed with the Securities and Exchange
Commission (the "Commission") two registration statements (Nos. 33-11635 and
33- ), including a prospectus, relating to the Debt Securities and Debt
Warrants and to the unconditional guarantee by the Guarantor 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 Offered Securities and
related Guarantees (the "Offered Guarantees") and the Debt Warrant Securities
pursuant to Rule 424 under the Securities Act of 1933, as amended (the
"Securities Act"). The term "Registration Statement" means the two registration
statements 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 Offered Securities, the Offered Guarantees and the Debt Warrant Securities,
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 Guarantor
with the Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
The term Contract Securities means the Offered Securities to be purchased
pursuant to the delayed delivery contracts substantially in the form of Schedule
I hereto, with such changes therein as the Company may approve (the "Delayed
Delivery Contracts"). The term "Underwriters' Securities" means the Offered
Securities other than Contract Securities.
1. Representations and Warranties. The Company and the Guarantor represent
and warrant to and agree with each of the Underwriters that:
(a) The Registration Statement has become effective; 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 Guarantor, threatened by the Commission.
(b) (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)
each part of the Registration Statement, when such part became effective,
did not contain, and each such part, 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
1
<PAGE> 7
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(b) 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 the
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.
(c) The Company has complied with all provisions of Section 517.075,
Florida Statutes (Chapter 92-198, Laws of Florida).
2. Delayed Delivery Contracts. If the Prospectus provides for sales of
Offered Securities pursuant to Delayed Delivery Contracts, the Company hereby
authorizes the Underwriters to solicit offers to purchase Contract Securities on
the terms and subject to the conditions set forth in the Prospectus pursuant to
Delayed Delivery Contracts substantially in the form of Schedule I hereto but
with such changes therein as the Company may authorize or approve. Delayed
Delivery Contracts may be entered into only with institutional investors
approved by the Company of the types set forth in the Prospectus. On the Closing
Date, the Company will pay to the Manager as compensation for the accounts of
the Underwriters the commission set forth in the Underwriting Agreement in
respect of the Contract Securities. The Underwriters will not have any
responsibility in respect of the validity of the performance of any Delayed
Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the aggregate amount of Offered Securities to be
purchased by the several Underwriters shall be reduced by the aggregate amount
of Contract Securities; such reduction shall be applied to the commitment of
each Underwriter pro rata in proportion to the amount of Offered Securities set
forth opposite such Underwriter's name in the Underwriting Agreement, except to
the extent that the Manager determines that such reduction shall be applied in
other proportions and so advises the Company; provided, however, that the total
amount of Offered Securities to be purchased by all Underwriters shall be the
aggregate amount set forth above, less the aggregate amount of Contract
Securities.
3. Public Offering. The Company and the Guarantor are advised by the
Manager that the Underwriters propose to make a public offering of their
respective portions of the Underwriters' Securities after this Agreement has
been entered into in accordance with the terms of the Underwriting Agreement.
The terms of the public offering of the Underwriters' Securities are set forth
in the Prospectus.
4. Purchase and Delivery. Except as otherwise provided in this Section 4
or in the Underwriting Agreement, payment for the Underwriters' 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 Underwriters' Securities, registered in such
names and in such denominations as the Manager shall request in writing not less
than one full business day prior to the date of delivery, with any transfer
taxes payable in connection with the transfer of the Underwriters' Securities to
the Underwriters duly paid.
Delivery on the Closing Date of any Underwriters' Securities that are (i)
Debt Securities in bearer form shall be effected by delivery of a single
temporary global Debt Security without coupons (the "Global Debt Security")
evidencing the Offered Securities that are Debt Securities in bearer form and
(ii) Debt Warrants in bearer form shall be effected only by delivery of a single
permanent global Debt Warrant (the "Global Debt Warrant") evidencing the Offered
Securities that are Debt Warrants in bearer form, in each case to a common
depositary for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear"), and for Cedel Bank, societe
anonyme ("Cedel Bank") for credit to the respective accounts at Euroclear or
Cedel Bank of each Underwriter or to such other accounts as such Underwriter may
direct. Any Global Debt Security or Global Debt Warrant shall be delivered to
the Manager
2
<PAGE> 8
not later than the Closing Date, against payment of funds to the Company in the
net amount due to the Company for such Global Debt Security or Global Debt
Warrant, as the case may be, by the method and in the form set forth in the
Underwriting Agreement. The Company shall cause definitive Debt Securities in
bearer form to be prepared and delivered in exchange for such Global Debt
Security in such manner and at such time as may be provided in or pursuant to
the Indenture; provided, however, that the Global Debt Security shall be
exchangeable for definitive Debt Securities in bearer form only on or after the
date specified for such purpose in the Prospectus. Debt Warrants in bearer form
shall be evidenced only by a Global Debt Warrant until their expiration.
5. 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 intended or potential downgrading
in the rating accorded any of the Company's securities or the
Guarantor's 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 the Guarantor
and its 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 the Company
and the Guarantor, to the effect set forth in clause (a)(i) above and to
the effect that the representations and warranties of the Company and the
Guarantor contained in this Agreement are true and correct as of the
Closing Date and that the Company and the Guarantor 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 knowledge as to proceedings threatened.
(c) The Manager shall have received on the Closing Date an opinion or
opinions of counsel for the Company and the Guarantor (who may be an
employee or employees of the Company or the Guarantor), dated the Closing
Date, substantially in the form agreed upon by the Company, the Guarantor,
and the Underwriters at or prior to the time the Underwriters agree to
purchase the Offered Securities. In rendering such opinion, such counsel
may rely as to all matters governed by New York law upon the opinion
referred to in subsection (d) of this Section.
(d) The Manager shall have received on the Closing Date an opinion or
opinions of Simpson Thacher & Bartlett, special counsel for the
Underwriters, dated the Closing Date, with respect to the incorporation of
the Company and the Guarantor, the validity of the Indenture, the Offered
Securities, the Offered 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, such counsel
may rely as to all matters governed by Indiana law upon the opinion
referred to in subsection (c) of this Section.
(e) The Manager shall have received on the Closing Date a letter,
dated the Closing Date, in form and substance satisfactory to the Manager,
from the independent public accountants of the Company and the Guarantor,
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.
3
<PAGE> 9
6. Covenants of the Company and the Guarantor. In further consideration of
the agreements of the Underwriters herein contained, the Company and the
Guarantor each covenant as follows:
(a) To furnish the Manager, without charge, two copies of the
Registration Statement (including exhibits thereto) and any supplements and
amendments thereto and, 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 Offered Securities and Offered 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 Offered Securities and Offered 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 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 Offered Securities and the Offered
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 the 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 the Closing Date or seven
calendar days from the date of the Underwriting Agreement, whichever is
earlier, not to offer, sell, contract to sell or otherwise dispose of (i)
any debt securities of the Company or the Guarantor or warrants to purchase
debt securities of the Company or the Guarantor substantially similar to
the Offered Securities (other than (A) the Offered Securities and (B)
commercial paper) or (ii) any guarantees of the Guarantor of debt
securities (of the Company or another issuer) which are substantially
similar to the Offered Securities (other than (A) the Offered Guarantees
and (B) guarantees of commercial paper of any subsidiary of the Company or
the Guarantor), without the prior written consent of the Manager.
(g) Whether or not any sale of Offered 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, (ii) the preparation, issuance and delivery of the
Offered Securities and the Offered Guarantees, (iii) the fees and
disbursements of the counsel and accountants of the Company and the
Guarantor and of the Trustee and its counsel, (iv) the qualification of the
Offered Securities and the Offered Guarantees under securities or Blue Sky
laws in accordance with the provisions of Section 6(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 Offered Securities and (vii) the fees and
expenses, if any,
4
<PAGE> 10
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 8 and Section 11 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
Offered Securities by them, and any advertising expenses connected with any
offers they may make.
7. Covenants of the Underwriters. Each of the several Underwriters
represents and agrees with the Company that with respect to Debt 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 Debt Securities may be
offered, sold, resold or delivered.
8. Indemnification and Contribution. (a) The Company and the Guarantor
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 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 the Guarantor in writing by such Underwriter through
the Manager expressly for use therein; provided, however, that the Company and
the Guarantor shall not be liable to any Underwriter under the indemnity
agreement in this paragraph (a) with respect to 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 Offered 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) if the
Company and/or the Guarantor had previously furnished copies thereof to such
Underwriter.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company and the Guarantor, the directors of either, the
officers of either who sign the Registration Statement and any person
controlling the Company or the 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 Guarantor to such Underwriter,
but only with reference to information relating to such Underwriter furnished to
the Company or the 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.
(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
5
<PAGE> 11
expenses of more than one separate firm (in addition to any local counsel
required to be admitted 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 Guarantor, 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 8 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 appropriate to reflect the relative
benefits received by the Company and the Guarantor on the one hand and the
Underwriters on the other hand from the offering of the Offered 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 Guarantor 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 Guarantor
on the one hand and the Underwriters on the other hand in connection with the
offering of the Offered Securities shall be deemed to be in the same respective
proportions as the net proceeds from the offering of such Offered 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 Offered Securities. The relative fault of
the Company and the Guarantor 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 Guarantor 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 8 are several in proportion to the respective principal
amounts of Offered Securities they have purchased hereunder, and not joint.
(e) The Company, the Guarantor and the Underwriters agree that it would not
be just or equitable if contribution pursuant to this Section 8 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 8, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Offered
Securities and Offered 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 8 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.
9. Termination. This Agreement shall be subject to termination, by notice
given by the Manager to the Company and the Guarantor, if (a) 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
6
<PAGE> 12
may be, the New York Stock Exchange, (ii) a general moratorium on commercial
banking activities in New York shall have been declared by either Federal or New
York State authorities or (iii) there shall have occurred any material outbreak
or escalation of hostilities or other national or international calamity or
crisis of such magnitude in its effect on the financial markets of the United
States as, in the reasonable judgment of the Manager, will prevent or materially
impair the marketing of the Offered Securities on the terms and in the manner
contemplated in the Prospectus.
10. Defaulting Underwriters. If, on the Closing Date, any one or more of
the Underwriters shall fail or refuse to purchase Offered Securities that it has
or they have agreed to purchase hereunder on such date, and the aggregate amount
of Offered 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 Offered Securities to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the amount of
Offered Securities set forth opposite their respective names in the Underwriting
Agreement bears to the aggregate amount of Offered 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 Offered 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 Offered Securities
that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 10 by an amount in excess of one-ninth of
such amount of Offered Securities without the written consent of such
Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail
or refuse to purchase Offered Securities and the aggregate amount of Offered
Securities with respect to which such default occurs is more than one-tenth of
the aggregate amount of Offered Securities to be purchased on such date, and
arrangements satisfactory to the Manager and the Company and the Guarantor for
the purchase of such Offered 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 the Guarantor. In any such case
either the Manager or the Company and the Guarantor 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.
11. Default by Company or Guarantor. 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 the Guarantor to comply with the terms or to fulfill any
of the conditions of this Agreement, or if for any reason the Company or the
Guarantor shall be unable to perform its respective obligations under this
Agreement, the Company and the Guarantor 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 Offered Securities and Offered Guarantees,
but the Company and the Guarantor shall then be under no further liability to
any Underwriter with respect to such Offered Securities and Offered Guarantees
except as provided in Sections 6(g) and 8 hereof, and provided that
notwithstanding anything contained herein to the contrary, the Company and the
Guarantor shall not be under any liability to any Underwriter with respect to
the Offered Securities or the Offered Guarantees (including without limitation
any out-of-pocket expenses) if any Underwriter shall default on its obligation
to purchase Offered Securities and such Offered Securities (or any other Offered
Securities) shall not have been purchased by another Underwriter under the terms
of the Underwriting Agreement.
12. Representations and Indemnities to Survive. The respective indemnity
and contribution agreements and the representations, warranties and other
statements of the Company and the Guarantor, 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 the Guarantor or any of the
officers, directors or controlling persons referred to in Section 8 and delivery
of and payment for the Offered Securities.
7
<PAGE> 13
13. 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 8, and no other person
will have any right or obligation hereunder.
14. 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.
15. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
16. 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.
17. 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 the Guarantor shall be
delivered or sent by mail, telex or facsimile transmission to the address of
Amoco Corporation set forth in the Registration Statement, Attention: Treasurer;
provided however, that any notice to an Underwriter pursuant to Section 8 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 Guarantor by the Manager upon request. Any such statements,
requests, notices or agreements shall take effect upon receipt thereof.
18. 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.
8
<PAGE> 14
SCHEDULE I
DELAYED DELIVERY CONTRACT
, 199
Dear Sirs:
The undersigned hereby agrees to purchase from Amoco Company, a Delaware
corporation (the "Company"), and the Company agrees to sell to the undersigned
the Company's securities described in Schedule A annexed hereto, which are
guaranteed as to payment of principal, premium, if any, and interest, if any, by
Amoco Corporation, an Indiana corporation (the "Securities"), offered by the
Company's Prospectus dated , 19 and Prospectus Supplement dated
, 19 , receipt of copies of which are hereby acknowledged, at a
purchase price stated in Schedule A and on the further terms and conditions set
forth in this Agreement. The undersigned does not contemplate selling Securities
prior to making payment therefor.
The undersigned will purchase from the Company Securities in the principal
amount and numbers on the delivery dates set forth in Schedule A. Each such date
on which Securities are to be purchased hereunder is hereinafter referred to as
a "Delivery Date."
Payment for the Securities which the undersigned has agreed to purchase on
each Delivery Date shall be made to the Company or its order by
funds at the office of , New York, N.Y.,
at 10:00 A.M. (New York time) on the Delivery Date, upon delivery to the
undersigned of the Securities to be purchased by the undersigned on the Delivery
Date, in such denominations and registered in such names as the undersigned may
designate by written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
the Securities on the Delivery Date shall be subject to the conditions that (1)
the purchase of Securities to be made by the undersigned shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this Agreement.
This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
If this Agreement is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding agreement, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
9
<PAGE> 15
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.
Yours very truly,
---------------------------------
(Purchaser)
By
-------------------------------
(Title)
---------------------------------
---------------------------------
(Address)
Accepted:
AMOCO COMPANY
By
---------------------------------------
PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)
TELEPHONE NO.
NAME (INCLUDING AREA CODE) DEPARTMENT
---- --------------------- ----------
10
<PAGE> 16
SCHEDULE A
SECURITIES:
PRINCIPAL AMOUNTS OR NUMBERS TO BE PURCHASED:
PURCHASE PRICE:
DELIVERY DATES:
11
<PAGE> 17
Annex I
[Form of Opinion of Counsel for the Company and the Guarantor]
[Date]
[Name and Address of Manager]
Dear Sirs:
[I am [ ] of Amoco Company, a Delaware
corporation (the "Company") and [ ] of Amoco
Corporation, an Indiana corporation (the "Guarantor").] I have
acted as legal counsel to the Company and the Guarantor, in
connection with the authorization and issuance by the Company of
$__________ in principal amount of [name of security],
unconditionally and irrevocably guaranteed by the Guarantor (the
"Securities") to be issued pursuant to the provisions of the
Indenture dated as of August 1, 1997 (the "Indenture") among
the Company, the Guarantor and The Chase Manhattan Bank,
as trustee (the "Trustee"). This opinion is furnished
to you pursuant to Section 5(c) of the Amoco Company
Underwriting Agreement Standard Provisions (Debt Securities and
Warrants to Purchase Debt Securities) dated ________ __, 199_
(the "Standard Provisions") between you, as Manager of the
several underwriters ("Underwriters"), and the Company and the
Guarantor, 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 same 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 Guarantor.
As such counsel, I have reviewed all action taken by the Company
in connection with the authorization of the Securities and the
Guarantor in connection with the authorization of the guarantees
(the "Guarantees") which are part of the Securities; the
Indenture; the Registration Statements on Form S-3 (File No.
33-11635 and 333- ) filed by the Company and the Guarantor with
the 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 Agreement and the
Indenture. I have also made such other legal and factual
inquiries as I have determined advisable for the purpose of this
<PAGE> 18
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 Guarantor 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 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 [ ] 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; Amoco has been duly incorporated and is a
corporation in existence under the laws of the State of
Indiana. The Company and the Guarantor have the corporate
power and authority to own their properties and conduct
their businesses as described in the Registration Statements
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 the Guarantor 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 position or results of operations of
the Company or the Guarantor 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
2
<PAGE> 19
authorized and issued and are fully paid and nonassessable
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 Guarantor have the authorized
capitalization as set forth in the Registration Statements,
and all of the issued shares of capital stock of the
Guarantor 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 Guarantor.
5. The Securities have been duly authorized, executed and
issued and delivered to and paid for by the Underwriters
pursuant to the Underwriting Agreement, and 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, subject to bank-
ruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and
to general equitable principles;
6. The Guarantees have been duly authorized, executed, issued
and delivered to the Underwriters pursuant to the
Underwriting Agreement; the Guarantees are valid and legally
binding obligations of the Guarantor, enforceable in
accordance with their terms and entitled to the benefits
provided in the Indenture, subject to bankruptcy, insol-
vency, reorganization and other laws of general applic-
ability relating to or affecting creditors' rights and to
general equitable principles; and the [name of security],
the Guarantees and the Indenture conform to the descriptions
thereof in the Prospectus.
7. The Indenture has been duly authorized, executed and
delivered by the Company and the Guarantor and constitutes
valid and legally binding obligations of each of the Company
and the Guarantor, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Indenture has been duly qualified under the Trust Indenture
Act of 1939.
8. The issue and sale of the Securities, including the
Guarantees, and the compliance by the Company and the
Guarantor with all of the provisions of the Securities, the
Guarantees, the Indenture, the Underwriting Agreement and
the consummation of the transactions therein contemplated
3
<PAGE> 20
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 to
me to which or by which either of the Company or the
Guarantor is bound or to which any of the property or
assets of the Company or the Guarantor is subject, nor
will such actions result in any violation of the provisions
of the Certificate of Incorporation or By-Laws of the
Company or the Articles of Incorporation or By-Laws of the
Guarrantor or any statute or, to my knowledge, any order,
rule or regulation of any court or governmental agency or
body having jurisdiction over either of the Company
or the Guarantor 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
either of the Company or the Guarantor (other than such as
have been obtained under the Securities Act of 1933 (the
"Securities Act") and the Trust Indenture Act of 1939, 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 Registration Statements, there are no legal or govern-
mental proceedings pending to which either the Company or
the Guarantor 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 the
Guarantor or any of their respective subsidiaries, would
individually or in the aggregate be reasonably likely to
have a material adverse effect on the consolidated financial
position, earnings, business or properties of the Company
and its subsidiaries or the 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 the Company and the Guarantor
pursuant to the Securities Exchange Act of 1934 (except as
to financial statements 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 regu-
lations thereunder. The Registration Statements and the
4
<PAGE> 21
Prospectus (except in each case, as to financial statements
contained therein, as to which I do not express any
opinion), comply as to form in all material respects with
the Securities Act and the rules and regulations thereunder
and the Trust Indenture Act of 1939 and the rules and
regulations thereunder.
12. Nothing that has come to my attention in the course of my
review of the Registration Statements has caused me to believe
that the Registration Statements contained as of the date
each part of the Registration Statements 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; nothing that has come to my attention in the
course of my review of the Prospectus has caused me to
believe that the Prospectus (other than the financial
statements and other financial data therein, as to which I
am not called on to express an opinion) 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 Statements and the
Prospectus has caused me to believe that any amendment to
the Registration Statements is required to be filed or any
contracts or other documents of a character are required to
be filed as an exhibit to the Registration Statements or are
required to be incorporated by reference into the Prospectus
or are required to be described in the Registration
Statements or the Prospectus which are not filed or
incorporated by reference or described as required.
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.
5
<PAGE> 1
EXHIBIT 4(a)
================================================================================
AMOCO COMPANY
(As Issuer)
AND
AMOCO CORPORATION
(As Guarantor)
AND
THE CHASE MANHATTAN BANK
(As Trustee)
-------------------
INDENTURE
Dated as of August 1, 1997
-------------------
PROVIDING FOR ISSUANCE OF
GUARANTEED DEBT SECURITIES IN SERIES
================================================================================
<PAGE> 2
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:
<TABLE>
<CAPTION>
TRUST INDENTURE
ACT SECTION INDENTURE SECTION
<S> <C> <C>
sec. 310 (a)(1) ............................................................ 609
(a)(2) ............................................................ 609
(a)(3) ............................................................ Not Applicable
(a)(4) ............................................................ Not Applicable
(b) ............................................................ 608
610
sec. 311 (a) ............................................................ 613
(b) ............................................................ 613
sec. 312 (a) ............................................................ 701
702
(b) ............................................................ 702
(c) ............................................................ 702
sec. 313 (a) ............................................................ 703
(b) ............................................................ 703
(c) ............................................................ 703
(d) ............................................................ 703
sec. 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
sec. 315 (a) ............................................................ 601
(b) ............................................................ 602
(c) ............................................................ 601
(d) ............................................................ 601
(e) ............................................................ 514
sec. 316 (a) ............................................................ 101
(a)(1)(A) ............................................................ 502
512
(a)(1)(B) ............................................................ 513
(a)(2) ............................................................ Not Applicable
(b) ............................................................ 508
(c) ............................................................ 104
sec. 317 (a)(1) ............................................................ 503
(a)(2) ............................................................ 504
(b) ............................................................ 1003
sec. 318 (a) ............................................................ 107
</TABLE>
- -------------------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE> 3
TABLE OF CONTENTS
---------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PARTIES................................................................................. 1
RECITALS OF THE COMPANY AND THE GUARANTOR............................................... 1
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. Definitions............................................................ 1
Act.................................................................... 1
Additional Amounts..................................................... 1
Affiliate; control..................................................... 2
Authenticating Agent................................................... 2
Authorized Newspaper................................................... 2
Bearer Security........................................................ 2
Board of Directors..................................................... 2
Board Resolution....................................................... 2
Business Day........................................................... 2
Certification Date..................................................... 2
Commission............................................................. 2
Common Depositary...................................................... 2
Company................................................................ 2
Company Request; Company Order; Guarantor Request; Guarantor Order..... 2
Consolidated Adjusted Net Assets....................................... 2
Corporate Trust Office................................................. 3
Corporation............................................................ 3
Coupon................................................................. 3
Covenant Defeasance.................................................... 3
Debt................................................................... 3
Defaulted Interest..................................................... 3
Defeasance............................................................. 3
Depositary............................................................. 3
Euroclear.............................................................. 3
Event of Default....................................................... 3
Exchange Act........................................................... 3
Exchange Date.......................................................... 3
Expiration Date........................................................ 3
Global Registered Security............................................. 3
Government Obligation.................................................. 3
Guarantee.............................................................. 3
Guarantor.............................................................. 3
Holder................................................................. 3
Indenture.............................................................. 3
Interest............................................................... 3
Interest Payment Date.................................................. 3
Maturity............................................................... 4
Mortgage............................................................... 4
Notice of Default...................................................... 4
Officers' Certificate.................................................. 4
Opinion of Counsel..................................................... 4
Original Issue Discount Security....................................... 4
</TABLE>
i
<PAGE> 4
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Outstanding............................................................ 4
Paying Agent........................................................... 5
Person................................................................. 5
Place of Payment....................................................... 5
Predecessor Security................................................... 5
Producing Property..................................................... 5
Redemption Date........................................................ 5
Redemption Price....................................................... 5
Refining or Manufacturing Property..................................... 5
Registered Security.................................................... 5
Regular Record Date.................................................... 5
Responsible Officer.................................................... 5
Restricted Subsidiary.................................................. 6
Sale and Lease-Back Transaction........................................ 6
Securities............................................................. 6
Securities Act......................................................... 6
Security Register and Security Registrar............................... 6
Special Record Date.................................................... 6
Stated Maturity........................................................ 6
Subsidiary............................................................. 6
Trust Indenture Act.................................................... 6
Trustee................................................................ 6
United States.......................................................... 7
Vice President......................................................... 7
Yield to Maturity...................................................... 7
SECTION 102. Compliance Certificates and Opinions................................... 7
SECTION 103. Form of Documents Delivered to Trustee................................. 7
SECTION 104. Acts of Holders; Record Dates.......................................... 8
SECTION 105. Notices, Etc., to Trustee, Company and Guarantor....................... 10
SECTION 106. Notice to Holders of Securities; Waiver; Language of Notices, Etc...... 10
SECTION 107. Conflict with Trust Indenture Act...................................... 11
SECTION 108. Effect of Headings and Table of Contents............................... 11
SECTION 109. Successors and Assigns................................................. 11
SECTION 110. Separability Clause.................................................... 11
SECTION 111. Benefits of Indenture.................................................. 11
SECTION 112. Governing Law.......................................................... 11
SECTION 113. Legal Holidays......................................................... 11
ARTICLE TWO
FORMS OF SECURITIES AND GUARANTEES
SECTION 201. Forms Generally........................................................ 12
SECTION 202. Form of Face of Registered Security.................................... 12
SECTION 203. Form of Reverse of Registered Security................................. 13
SECTION 204. Form of Legend for Global Registered Securities........................ 16
SECTION 205. Form of Trustee's Certificate of Authentication........................ 17
SECTION 206. Form of Guarantees..................................................... 17
SECTION 207. Securities in Global Form.............................................. 19
</TABLE>
ii
<PAGE> 5
<TABLE>
<CAPTION>
PAGE
----
ARTICLE THREE
THE SECURITIES
<S> <C> <C>
SECTION 301. Amount Unlimited; Issuable in Series................................... 20
SECTION 302. Denominations.......................................................... 22
SECTION 303. Execution, Authentication, Delivery and Dating......................... 22
SECTION 304. Temporary Securities................................................... 24
SECTION 305. Registration, Registration of Transfer and Exchange.................... 26
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities and Coupons........... 29
SECTION 307. Payment of Interest; Interest Rights Preserved......................... 29
SECTION 308. Persons Deemed Owners.................................................. 30
SECTION 309. Cancellation........................................................... 30
SECTION 310. Computation of Interest................................................ 31
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture................................ 31
SECTION 402. Application of Trust Money............................................. 32
ARTICLE FIVE
REMEDIES
SECTION 501. Events of Default...................................................... 32
SECTION 502. Acceleration of Maturity; Rescission and Annulment..................... 33
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee........ 34
SECTION 504. Trustee May File Proofs of Claim....................................... 35
SECTION 505. Trustee May Enforce Claims Without Possession of Securities............ 35
SECTION 506. Application of Money Collected......................................... 35
SECTION 507. Limitation on Suits.................................................... 36
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest............................................................. 36
SECTION 509. Restoration of Rights and Remedies..................................... 36
SECTION 510. Rights and Remedies Cumulative......................................... 36
SECTION 511. Delay or Omission Not Waiver........................................... 37
SECTION 512. Control by Holders..................................................... 37
SECTION 513. Waiver of Past Defaults................................................ 37
SECTION 514. Undertaking for Costs.................................................. 38
</TABLE>
iii
<PAGE> 6
<TABLE>
<S> <C> <C>
ARTICLE SIX
THE TRUSTEE
SECTION 601. Certain Duties and Responsibilities......................... 38
SECTION 602. Notice of Defaults.......................................... 38
SECTION 603. Certain Rights of Trustee................................... 38
SECTION 604. Not Responsible for Recitals or Issuance of Securities...... 39
SECTION 605. May Hold Securities......................................... 39
SECTION 606. Money Held in Trust......................................... 39
SECTION 607. Compensation and Reimbursement.............................. 39
SECTION 608. Conflicting Interests....................................... 40
SECTION 609. Corporate Trustee Required; Eligibility..................... 40
SECTION 610. Resignation and Removal; Appointment of Successor........... 40
SECTION 611. Acceptance of Appointment by Successor...................... 41
SECTION 612. Merger, Conversion, Consolidation or Succession to
Business.................................................. 42
SECTION 613. Preferential Collection of Claims Against Company........... 42
SECTION 614. Appointment of Authenticating Agent......................... 42
ARTICLE SEVEN
HOLDERS'S LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR
SECTION 701. Company and Guarantor to Furnish Trustee Names and Addresses
of Holders................................................ 43
SECTION 702. Preservation of Information; Communications to Holders...... 44
SECTION 703. Reports by Trustee.......................................... 44
SECTION 704. Reports by Company and Guarantor............................ 44
ARTICLE EIGHT
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
SECTION 801. Merger, Consolidation or Sale of Assets by the Company...... 44
SECTION 802. Successor Corporation to the Company........................ 45
SECTION 803. Merger, Consolidation or Sale of Assets by the Guarantor.... 46
SECTION 804. Successor Corporation to the Guarantor...................... 46
SECTION 805. Opinion of Counsel to Be Given Trustee...................... 47
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures Without Consent of Holders.......... 47
SECTION 902. Supplemental Indentures With Consent of Holders............. 48
SECTION 903. Execution of Supplemental Indentures........................ 49
SECTION 904. Effect of Supplemental Indentures........................... 49
SECTION 905. Conformity with Trust Indenture Act......................... 49
SECTION 906. Reference in Securities to Supplemental Indentures.......... 49
</TABLE>
iv
<PAGE> 7
ARTICLE TEN
COVENANTS
<TABLE>
<CAPTION>
<S> <C> <C>
SECTION 1001. Payment of Principal, Premium, Interest, and Additional
Amounts................................................... 50
SECTION 1002. Maintenance of Office or Agency............................. 50
SECTION 1003. Provisions as to Paying Agent; Money for Securities Payments
to Be Held in Trust; Return of Unclaimed Moneys........... 51
SECTION 1004. Statement by Officers as to Default......................... 52
SECTION 1005. Limitation on Liens......................................... 52
SECTION 1006. Limitation on Sale and Lease-Back Transactions.............. 54
SECTION 1007. Additional Amounts.......................................... 55
SECTION 1008. Waiver of Certain Covenants................................. 55
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article.................................... 55
SECTION 1102. Election to Redeem; Notice to Trustee....................... 56
SECTION 1103. Selection by Trustee of Securities to Be Redeemed........... 56
SECTION 1104. Notice of Redemption........................................ 56
SECTION 1105. Deposit of Redemption Price................................. 57
SECTION 1106. Securities Payable on Redemption Date....................... 57
SECTION 1107. Securities Redeemed in Part................................. 58
ARTICLE TWELVE
SINKING FUNDS
SECTION 1201. Applicability of Article.................................... 58
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities....... 58
SECTION 1203. Redemption of Securities for Sinking Fund................... 59
ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301. Company's Option to Effect Defeasance or Covenant
Defeasance................................................ 59
SECTION 1302. Defeasance and Discharge.................................... 59
SECTION 1303. Covenant Defeasance......................................... 59
SECTION 1304. Conditions to Defeasance or Covenant Defeasance............. 60
SECTION 1305. Deposited Money and Government Obligations to Be Held in
Trust;
Miscellaneous Provisions.................................. 61
SECTION 1306. Reinstatement............................................... 62
ARTICLE FOURTEEN
GUARANTEES
SECTION 1401. Guarantee................................................... 62
SECTION 1402. Execution and Delivery of Guarantees........................ 63
</TABLE>
v
<PAGE> 8
ARTICLE FIFTEEN
MEETING OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>
<S> <C> <C>
SECTION 1501. Purposes for Which Meetings May Be Called................... 63
SECTION 1502. Call, Notice and Place of Meetings.......................... 64
SECTION 1503. Persons Entitled to Vote at Meetings........................ 64
SECTION 1504. Quorum; Action.............................................. 64
SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of
Meetings.................................................. 65
SECTION 1506. Counting Votes and Recording Action of Meetings............. 66
ARTICLE SIXTEEN
IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
OFFICERS AND DIRECTORS
SECTION 1601. Indenture and Securities Solely Corporate Obligations....... 66
TESTIMONIUM.................................................................. 67
SIGNATURES AND SEALS......................................................... 67
ACKNOWLEDGEMENTS............................................................. 68
Exhibit A - Form of Certification from Beneficial Owner of Bearer Security... A-1
Exhibit B - Form of Certification from Euroclear and Cedel Bank ............. B-1
</TABLE>
- ---------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.
vi
<PAGE> 9
INDENTURE, dated as of August 1, 1997, among AMOCO COMPANY, a corporation
duly organized and existing under the laws of the State of Delaware (herein
called the "Company"), having its principal office at 200 East Randolph Drive,
Chicago, Illinois 60601, AMOCO CORPORATION, a corporation duly organized and
existing under the laws of the State of Indiana (herein called the "Guarantor"),
having its principal office at 200 East Randolph Drive, Chicago, Illinois 60601,
and THE CHASE MANHATTAN BANK, a banking corporation duly organized and existing
under the laws of the State of New York, as Trustee (herein called the
"Trustee") having its principal corporate trust office at 450 West 33rd Street,
New York, New York 10001.
RECITALS OF THE COMPANY AND THE GUARANTOR
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.
The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the Guarantees by it with respect to the Securities as
set forth in this Indenture.
All things necessary to make this Indenture a valid agreement of the
Company and the Guarantor, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually 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
principles, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as
are generally accepted 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.
<PAGE> 10
"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.
"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, 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 the Guarantor, means the board of directors, the Executive
Committee of such board or any other duly authorized committee of such board.
"Board Resolution", when used with reference to the Company or the
Guarantor, means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company or the 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) 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.
"Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this 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
Guarantor, as the case may be, by (i) with respect to the Company, the President
or any Vice President and by the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Assistant Secretary of the Company, and (ii)
with respect to the Guarantor, 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 the Guarantor, and delivered to the Trustee.
"Consolidated Adjusted Net Assets" means total assets of the 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
2
<PAGE> 11
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 the
Guarantor.
"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.
"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.
"Euroclear" means the operator of the Euroclear System.
"Event of Default" has the meaning specified in Section 501.
"Exchange Act" means the 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.
"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 Guarantor endorsed on
a Security authenticated and delivered pursuant to this Indenture and shall
include the Guarantee set forth in Section 1401.
"Guarantor" means the Person named as the "Guarantor" 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
"Guarantor" shall mean such successor Person.
"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.
3
<PAGE> 12
"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.
"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 or any Vice President and by the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Assistant
Secretary of the Company, and (ii) when used with respect to the 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 the 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 the 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 the 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 the Guarantor) in
trust or set aside and segregated in trust by the Company or the Guarantor
(if the Company or the 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 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, the Guarantor or any other obligor
4
<PAGE> 13
upon the Securities or any Affiliate of the Company, the 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, the
Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, the Guarantor or such other obligor.
"Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.
"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 or 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, 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.
"Producing Property" means any property interest of the Company or any
Restricted Subsidiary in land located within the United States of America
considered by the Company or 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 the 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 the Company is not of material
importance to the business of the 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 the Company or one
or more of its Subsidiaries or by the Company and one or more of its
Subsidiaries jointly or in common with others and the aggregate interest therein
of the 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.
"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.
"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 or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a
5
<PAGE> 14
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 the Company and its
consolidated subsidiaries, as included in the latest annual audited
consolidated balance sheet of the Guarantor, 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 the 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.
"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 Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.
"Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.
"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.
"Trust Indenture Act" means the 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
6
<PAGE> 15
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" means the United States of America, its territories and
possessions, including the Commonwealth of Puerto Rico, and all areas subject to
its jurisdiction.
"Vice President", when used with respect to the Company, the 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 the Guarantor, as the
case may be, to the Trustee to take any action under any provision of this
Indenture, the Company or the 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 the
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 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 the 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 the
Guarantor stating that the information with respect to such factual matters is
in the possession of the Company or the 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.
7
<PAGE> 16
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 Guarantor or both. 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
Guarantor, if made in 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 in
8
<PAGE> 17
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.
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 the
Guarantor in reliance thereon, whether or not notation of such action is made
upon such Security.
9
<PAGE> 18
SECTION 105. Notices, Etc., to Trustee, Company and Guarantor.
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 the 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
(2) the Company or the 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 its Treasurer (or at any other address previously
furnished in writing to the Trustee by the Company), with a copy to the
Guarantor (to the attention of its Treasurer), and addressed, in the case
of the 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 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
(2) such notice shall be sufficiently given to Holders of Bearer
Securities affected by such event 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 Bank for communication by
them to the Persons shown in their records as having interests therein;
such 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.
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 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 to Holders of Bearer Securities
given as provided herein. Notices to Holders given by mail will be deemed to
have been validly given on the fourth Business Day after the date of such
mailing.
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 as provided
above, 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.
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 to Holders of Registered Securities given
as provided herein.
10
<PAGE> 19
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.
Any request, demand, authorization, direction, notice, consent, waiver or
other action required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.
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
Guarantor shall bind its 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.
This Indenture, the Securities and coupons and the Guarantees shall be
governed by and construed in accordance with the law of the State of New York.
SECTION 113. 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.
11
<PAGE> 20
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.
SECTION 202. Form of Face of Registered Security.
[Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]
AMOCO COMPANY
[TITLE OF SECURITY]
Payment of Principal[, Premium, if any,]
[and Interest, if any,] Guaranteed by
AMOCO CORPORATION
<TABLE>
<S> <C>
No ............... $.............
</TABLE>
AMOCO COMPANY, a corporation duly organized and existing under the laws of
Delaware (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 .......................... 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 (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
12
<PAGE> 21
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 ........, in such coin or
currency of the United States of America 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].
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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
AMOCO COMPANY
By ...................................
Attest:
...............................
SECTION 203. Form of Reverse of Registered Security.
This Security 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 August , 1997 (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 (herein called the
"Guarantor", which term includes any successor Person under such Indenture), and
The Chase Manhattan Bank, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), 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 Guarantor, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and
13
<PAGE> 22
delivered. This Security is one of the series designated on the face hereof [if
applicable, insert -- , limited in aggregate principal amount to $........].
[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,
<TABLE>
<CAPTION>
REDEMPTION REDEMPTION
YEAR PRICE YEAR PRICE
- ----- ---------- ---- ----------
<S> <C> <C> <C>
</TABLE>
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.]
[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,
<TABLE>
<CAPTION>
REDEMPTION PRICE
FOR REDEMPTION REDEMPTION PRICE FOR
THROUGH OPERATION REDEMPTION OTHERWISE
OF THE THAN THROUGH OPERATION
YEAR SINKING FUND OF THE SINKING FUND
- ---------------------------------------------------- ----------------- ----------------------
<S> <C> <C>
</TABLE>
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
14
<PAGE> 23
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 $........
("mandatory sinking fund") and not more than] $....... aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [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 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 Guarantor 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
Guarantor 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 Guarantor 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 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
15
<PAGE> 24
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 or
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 and the
Security 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 $ . . . . . . 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.
Prior to due presentment of this Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the 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, the Guarantor, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Security 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, 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, shareholder, officer or director,
as such, past, present or future, of the Company or of any successor corporation
thereof, either directly or 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
16
<PAGE> 25
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,
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 the Guarantor 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 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 the 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.
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 (herein called the "Guarantor", which term includes any
successor corporation under the Indenture referred to in the Security upon
which this Guarantee is endorsed), hereby unconditionally guarantees 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 [if applicable, insert --
(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
17
<PAGE> 26
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, the
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
payment were made by the Company [if applicable, insert -- , 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].
The 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. The
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)].
The 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 the Guarantor
to enforce this Guarantee without first proceeding against the Company.
The 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 the Guarantor on account of such Security [if
applicable, insert -- or coupon] pursuant to the provisions of this
Guarantee or the Indenture; provided, however, that the 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 [if applicable, insert -- (including 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.
[If applicable, insert -- 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 the Guarantor in the Indenture or in any
supplemental indenture, or in this Guarantee, or because of the creation of
any indebtedness represented hereby, shall
18
<PAGE> 27
be had against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Guarantor or of any successor corporation
thereof, either directly or through the Guarantor or any successor of the
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 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.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed under its corporate seal.
AMOCO CORPORATION
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.
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.
19
<PAGE> 28
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 Guarantor, the Trustee and any agent of
the Company, the 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 Bank which is produced to the Trustee or such
agent by such Person.
ARTICLE THREE
THE SECURITIES
SECTION 301. Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.
The Securities may be issued in one or more series. There shall be
established by or pursuant to a Board Resolution of the Company and by or
pursuant to a Board Resolution of the Guarantor and, subject to Section 303, set
forth, or determined in the manner provided, in Officers' Certificates of the
Company and the 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;
20
<PAGE> 29
(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 Guarantor in respect of any Securities of the
series of this Indenture may be served;
(8) 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 Registered Securities of
the series shall be issuable, and if other than denominations of U.S.$5,000
and any integral multiple thereof, the denominations in which any Bearer
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 currency of the United States of America, 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 determining the equivalent thereof in the currency of the
United States of America 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;
21
<PAGE> 30
(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 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) whether and under what circumstances the Company will pay
Additional Amounts on the Securities of the series and, if so, whether the
Company will have the option to redeem such Securities rather than pay such
Additional Amounts;
(22) any addition to or change in the covenants set forth in Article
Ten which applies to Securities of the series;
(23) 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
(24) any trustees, authenticating or paying agents, warrant 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 the Guarantor, respectively, a copy of
an appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and the 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.$5,000
and integral multiples thereof.
SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. Coupons shall bear the
facsimile signature of the Chairman of the Board, Vice Chairman of the Board,
President or one of the Vice Presidents of the Company.
Securities and coupons bearing the manual or 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
22
<PAGE> 31
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 (other than to Euroclear or Cedel Bank) 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 Bank of a certificate in the form
set forth in Exhibit A and the delivery by Euroclear and Cedel Bank 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 Guarantor, 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 the 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.
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.
Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificates otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such
23
<PAGE> 32
documents are delivered at or prior to the authentication upon original issuance
of the first Security of such series to be issued.
Each Registered Security shall be dated the date of its authentication, and
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 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 Bank, 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
24
<PAGE> 33
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
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 Bank 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 Bank, 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 Bank, the Trustee, and any Authenticating Agent
appointed for such series of Securities or (ii) Euroclear or Cedel Bank, 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 Bank, 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
Bank, 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
Bank 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 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 Bank on such Interest Payment Date upon delivery by
Euroclear and Cedel Bank 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 Bank, 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 Bank, as the case may be, upon
the receipt of such certificate or, if later, the Exchange Date, shall exchange,
in accordance with the procedures
25
<PAGE> 34
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 Bank and not paid as herein provided
shall be returned to the Trustee immediately prior to the expiration of two
years after such Interest Payment Date in order to be repaid to the Company or
the Guarantor in accordance with Section 1003.
SECTION 305. Registration, Registration of Transfer and Exchange.
The Company shall keep, at the office or agency maintained pursuant to
Section 1002, or shall cause to be kept at the Corporate Trust Office of the
Trustee, a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and the registration of transfers of
Registered Securities. The Trustee is hereby appointed "Security Registrar" for
the purpose of registering Securities and transfers of Registered Securities as
herein provided.
Upon surrender for registration of transfer of any Registered Security of a
series at the office or agency of the Company maintained pursuant to Section
1002 for such purpose in a Place of Payment for that series, 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 such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, the 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
any such office or agency, 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 Guarantor 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 Guarantor and
the Trustee (or such other agent of the Company or the Guarantor 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 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 or agency 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
26
<PAGE> 35
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 Guarantor shall execute its Guarantee 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
Depositary (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 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 Depositary 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 305 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.
27
<PAGE> 36
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 the 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 the Company, the 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
Guarantor and the Security 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 Guarantor that it is
unwilling or unable to 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 or (C) 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, 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.
28
<PAGE> 37
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, the 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, the Guarantor or the Trustee that such
Security or coupon has been acquired by a bona fide purchaser, the 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 Guarantor,
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.
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
29
<PAGE> 38
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.
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 Guarantor, the Trustee and any agent of the Company,
the 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,
the Guarantor, the Trustee nor any agent of the Company, the 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 Guarantor, the Trustee and any agent of the
Company, the 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, the Guarantor, the Trustee nor any agent of
the Company, the 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
30
<PAGE> 39
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 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 the 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 any 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 the Guarantor and thereafter repaid to
the Company or the 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
(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 the 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
31
<PAGE> 40
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 the 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 Guarantor 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 the Guarantor acting as Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal and any
premium, interest and Additional 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 the 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 Guarantor by the Trustee or to the
Company and the Guarantor 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
32
<PAGE> 41
(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 the Guarantor in an
involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company or the 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 the Guarantor
under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or the 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 or any such other decree or order unstayed and in effect for a
period of 90 consecutive days; or
(6) the commencement by the Company or the Guarantor of a voluntary
case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by the
Company or the Guarantor to the entry of a decree or order for relief in
respect of the Company or the Guarantor in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or the consent by the Company or the
Guarantor to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or the Guarantor or of any substantial part of its
respective property, or the making by the Company or the Guarantor of an
assignment for the benefit of creditors, or the admission by the Company or
the Guarantor in writing of inability of the Company or the 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) 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 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 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.
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 Guarantor and the Trustee,
may rescind and annul such declaration and its consequences if
(1) the Company or the 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),
33
<PAGE> 42
(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
(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 Guarantor and the Trustee shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Guarantor and the Trustee shall continue as though no such
proceeding had been taken.
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 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, the 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, the Guarantor or any other
obligor upon such Securities and coupons, wherever situated.
If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion 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
34
<PAGE> 43
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 the Guarantor
(or any other obligor upon the Securities), or the property of the Company or
its creditors or of any 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.
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.
35
<PAGE> 44
SECTION 507. Limitation on Suits.
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), 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) 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 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
Guarantor, 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 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
36
<PAGE> 45
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.
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), 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.
37
<PAGE> 46
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 the Guarantor.
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 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 or the 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 or the Guarantor shall
be sufficiently evidenced by a Board Resolution of the Company or the
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 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
38
<PAGE> 47
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 Guarantor, 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.
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 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, any Security
Registrar or any other agent of the Company or the Guarantor, in its individual
or any other capacity, may become the owner or pledgee of Securities and coupons
and, subject to Sections 608 and 613, may otherwise deal with the Company and
the Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security 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 the 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 the Guarantor,
as the case may be, upon the written order of the Company or the Guarantor,
signed by the Chairman of the Board, the President, any Vice President, the
Treasurer or an Assistant Treasurer of the Company or the Guarantor.
SECTION 607. Compensation and Reimbursement.
The Company and the Guarantor agree
(1) to pay to the Trustee from time to time reasonable compensation
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
39
<PAGE> 48
(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.
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
Guarantor and the Trustee.
SECTION 609. Corporate Trustee Required; Eligibility.
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 to act as such and has a combined
capital and surplus of at least $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.
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 Guarantor.
If the instrument of acceptance 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 Guarantor. 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 Guarantor 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 the 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, the Guarantor or any Holder who has been a
bona fide Holder of a Security for at least six months, or
40
<PAGE> 49
(2) the Trustee shall cease to be eligible under Section 609 and shall
fail to resign after written request therefor by the Company, the 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, 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. 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 Guarantor 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, the 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 Guarantor,
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 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
41
<PAGE> 50
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, the 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 Guarantor
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
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 the
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 the 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 Guarantor 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 $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,
42
<PAGE> 51
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 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 Guarantor. 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 Guarantor. 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 Guarantor
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.
.............................................
As Trustee
By ......................................... ,
As Authenticating Agent
By ..........................................
Authorized Officer
ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR
SECTION 701.Company and Guarantor 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
43
<PAGE> 52
(2) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company or the 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 Security 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 Security 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 Guarantor and the Trustee that neither the Company nor the
Guarantor 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.
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 1998.
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
Guarantor. The Company and the Guarantor will notify the Trustee when any
Securities are listed on any stock exchange.
SECTION 704. Reports by Company and Guarantor.
The Company and the Guarantor 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 the Guarantor with the Commission.
ARTICLE EIGHT
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
SECTION 801. Merger, Consolidation or Sale of Assets by the Company.
Subject to the provisions of Section 1005(d), 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
44
<PAGE> 53
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 Restricted 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, 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 of America) 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.
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 Company) any or all of the Securities issuable hereunder, together with
any coupons appertaining thereto, which theretofore shall not have been signed
by
45
<PAGE> 54
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 made in the Securities and
coupons thereafter to be issued as may be appropriate.
SECTION 803. Merger, Consolidation or Sale of Assets by the Guarantor.
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 the
Guarantor with or into any other corporation or corporations (whether or not
affiliated with the Guarantor), or successive consolidations or mergers in which
the 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
the Guarantor, to any other corporation (whether or not affiliated with the
Guarantor) authorized to acquire and operate the same; provided, however, and
the Guarantor hereby covenants and agrees, that upon any such consolidation,
merger, sale or conveyance, other than any such sale or conveyance by the
Guarantor to the Company or one of its 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 the 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 the Guarantor) formed
by such consolidation, or into which the Guarantor shall have been merged, or by
the corporation which shall have acquired such property.
SECTION 804. Successor Corporation to the Guarantor.
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 the
Guarantor, such successor corporation shall succeed to and be substituted for
the Guarantor, with the same effect as if it had been named herein as the
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) any or
all of the Guarantees issuable hereunder which theretofore shall not have been
signed by the Guarantor and delivered to the Trustee; and, upon the order of
such successor corporation instead of the 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 the Guarantor to the Trustee, and any Guarantees
which such successor corporation thereafter shall cause to be
46
<PAGE> 55
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 the 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, the Guarantor, 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 the
Guarantor and the assumption by any such successor of the covenants of the
Company or the Guarantor herein and in the Securities or the Guarantees; or
(2) to add to the covenants of the Company or the Guarantor for the
benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit 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 Guarantor; or
(3) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events
of Default are to be for the benefit of less than all series of Securities,
stating that such additional Events of Default are expressly being included
solely for the benefit of such series); or
(4) 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
(5) 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
47
<PAGE> 56
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
(6) to secure the Securities and the Guarantees pursuant to the
requirements of Section 1008 or otherwise; or
(7) 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
(8) 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 hereunder by more than one Trustee, pursuant to the requirements
of Section 611; or
(9) 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 (9) shall not adversely affect the interests of the Holders
of Securities of any series or any related coupons in any material respect;
or
(10) to provide for the assumption by the 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, by Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company, when authorized by a Board Resolution,
the Guarantor, 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 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
(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
48
<PAGE> 57
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 Guarantor 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 Guarantor, accompanied in each case by a copy of a Board Resolution, or of
an appropriate record of action taken pursuant to a Board 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 Guarantor 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 Guarantor
shall so determine, new Securities of any series so modified as to conform, in
the opinion of the Trustee, the Company and the Guarantor, to any such
supplemental indenture may be prepared and executed by the Company, the
Guarantees endorsed thereon may be executed by the Guarantor and such Securities
may be authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.
49
<PAGE> 58
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 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
The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, 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 a Place of Payment for that series
which is located outside 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 International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited, 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 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
50
<PAGE> 59
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 Guarantor will maintain in The City of New York, an office or agency
where notices and demands to or upon the Guarantor in respect of the Guarantees
and this Indenture may be served, which shall initially be the Corporate Trust
Office of the Trustee. The Guarantor 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 Guarantor 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 the Guarantor hereby appoints
the same as its agent to receive such respective presentations, surrenders,
notices and demands.
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.
The Company will cause each Paying Agent for any series of Securities other
than the Trustee 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 Guarantor (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 the 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, the
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, the
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.
51
<PAGE> 60
Any money deposited with the Trustee or any Paying Agent, or then held by
the Company or the Guarantor, in trust for the payment of the principal of or
any premium, interest or Additional Amounts on any Security of any series and
remaining unclaimed for two years after such principal, premium, interest or
Additional Amounts have become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company or the 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, look
only to the Company and the Guarantor 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 the 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.
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.
The Guarantor will deliver to the Trustee, within 120 days after the end of
each fiscal year of the 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 the Guarantor, he
would normally have knowledge of any default by the Guarantor in the performance
and observance by the 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 the Guarantor
shall be in default, specifying all such defaults and the nature and status
thereof of which he may have knowledge.
SECTION 1005. Limitation on Liens.
(a) The 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 the Company
shall so determine, any other indebtedness of, or guaranteed by, the 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 Securities 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 acquisition of such property, shares,
stock or indebtedness;
52
<PAGE> 61
(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, the Guarantor 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 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 the Company or any Restricted
Subsidiary or in connection with other proceedings or actions at law or in
equity by or against the 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 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, the 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 the Company and its Restricted Subsidiaries and the amount
of capitalized lease obligations (as included in the latest annual audited
consolidated balance sheet of the Guarantor) related to property
53
<PAGE> 62
subject to Sale and Lease-Back Transactions (as defined in Section 1006) which
would be subject to the restrictions of Section 1006 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) The 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 the Company or such
Restricted Subsidiary shall have effectively provided that the Securities
(together with, if the Company shall so determine, any other indebtedness of or
guaranteed by the 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 1006. Limitation on Sale and Lease-Back Transactions.
The Company will not, nor will it permit any Restricted Subsidiary to,
enter into any arrangement with any Person providing for the leasing by the
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 the
Company) of such property and
(1) the 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 the 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) the 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 the 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, the 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 the Company elects to designate such amount as a
credit against such transaction or (B) a part of the net proceeds of such
transaction and the 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.
54
<PAGE> 63
SECTION 1007. Additional Amounts.
If the Securities of a series provide for the payment of additional amounts
("Additional Amounts"), the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto Additional Amounts as provided
therein. Whenever in this Indenture 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 this Section to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof pursuant to the provisions of this
Section 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.
If the Securities of a series provide for the payment of Additional
Amounts, 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 who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described 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 will
pay to the Trustee or such Paying Agent the Additional Amounts required by this
Section. 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.
SECTION 1008. Waiver of Certain Covenants.
Except as otherwise specified as contemplated by Section 301 for Securities
of such series, the Company and the Guarantor 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, 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 Guarantor 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
55
<PAGE> 64
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 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 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 be selected 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, by such method as shall be provided in the
Securities of the series or, if no such method shall be specified, as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of a portion of the principal amount of any Security of such
series, 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 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.
56
<PAGE> 65
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 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 the Guarantor shall deposit
with the Trustee or with a Paying Agent (or, if the Company or the 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 Guarantor 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.
57
<PAGE> 66
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 Guarantor 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 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, the Guarantor or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Guarantor 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 Guarantor.
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.
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.
58
<PAGE> 67
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 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 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 Guarantor 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 Guarantor shall
be released from the Guarantee, 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 Guarantor with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (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 Guarantor 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
59
<PAGE> 68
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 Guarantor 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 the 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 of America for the payment of which the full faith and credit of the
United States of America is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of
the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, 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 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
60
<PAGE> 69
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
the Guarantor shall have delivered to the Trustee an Opinion of Counsel
(which counsel may be an employee of or counsel for the Company or the
Guarantor) stating that (A) the Company or the 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 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
the 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 the 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 the 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 the
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.
The Company or the Guarantor shall pay and 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.
61
<PAGE> 70
Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company or the 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 Guarantor 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 the 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 the 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. Guarantee.
The Guarantor hereby unconditionally guarantees 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 Guarantor in 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 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, 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 Guarantor in respect thereof pursuant to
Section 1007.
The Guarantor hereby agrees that its obligations hereunder shall be
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 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 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
62
<PAGE> 71
pursuant to Section 1007). The 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 or any coupon appertaining thereto, on the terms and
conditions set forth in this Indenture, directly against the Guarantor to
enforce this guarantee without first proceeding against the Company.
The 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 the Guarantor on account of such
Security or coupon pursuant to the provisions of this Guarantee or this
Indenture; provided, however, that the 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 all Securities of such series and coupons appertaining thereto issued
hereunder (including all Additional Amounts payable by the Company or the
Guarantor in respect thereof pursuant to Section 1007) shall have been paid in
full or duly provided for.
The Guarantee 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 Guarantor
hereby agrees 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 the 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 Guarantor shall bind the 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 Guarantor. The 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.
ARTICLE FIFTEEN
MEETING OF HOLDERS OF SECURITIES
SECTION 1501. Purposes for Which Meetings May Be Called.
If Securities of a series are issuable as Bearer Securities, a meeting of
Holders of Securities of such 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
63
<PAGE> 72
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 the 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 at such time
and at such place in The City of New York, or in London, England as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.
(b) In case at any time the Company or the Guarantor, pursuant to a Board
Resolution, or the Holders of at least 10% 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, the 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 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.
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 a majority 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. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(a) except that such notice need be given only
once not less than five days prior to
64
<PAGE> 73
the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.
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 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 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.
Except 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.
(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, the Guarantor or by Holders of Securities as provided in Section
1502(b), in which case the Company, the 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. $1,000 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.
65
<PAGE> 74
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
Guarantor, and another to the Trustee to be preserved by the Trustee, the latter
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 the 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, shareholder, officer or
director, as such, past, present or future, of the Company or of the Guarantor
or of any successor corporation of either thereof, either directly or through
the Company or the Guarantor or any successor of the Company or of the 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.
66
<PAGE> 75
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
AMOCO COMPANY
By /s/ W. R. HUTCHINSON
----------------
Name: W. R. Hutchinson
------------------------
Title: Vice President and Treasurer
-----------------------------
ATTEST:
/s/ S. R. SAWADA
------------
AMOCO CORPORATION
By /s/ W. R. HUTCHINSON
----------------
Name: W. R. Hutchinson
----------------
Title: Vice President -- Financial
Operations
---------------------------
ATTEST:
/s/ M. CLAYTON
----------
THE CHASE MANHATTAN BANK
By /s/ ANNE G. BRENNER
-------------------
Name: Anne G. Brenner
---------------
Title: Vice President
--------------
ATTEST:
/s/ R. LORENZEN
-----------
67
<PAGE> 76
STATE OF ILLINOIS }
COOK COUNTY } ss.:
On the 12th day of August, 1997, before me personally came W. R.
Hutchinson, to me known, who, being by me duly sworn, did depose and say that he
is Vice President of Amoco Company, 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.
/s/ DEBRA J. ROBINSON
-----------------
STATE OF ILLINOIS }
COOK COUNTY } ss.:
On the 12th day of August, 1997, before me personally came W. R.
Hutchinson, to me known, who, being by me duly sworn, did depose and say that he
is Vice President of Amoco Corporation, 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.
/s/ DEBRA J. ROBINSON
-----------------
STATE OF NEW YORK }
COUNTY OF NEW YORK } ss.:
On the 11th day of August, 1997, before me personally came Anne G. Brenner,
to me known, who, being by me duly sworn, did depose and say that he is Vice
President of The Chase Manhattan Bank, 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.
/s/ ANNABELLE DELUCA
----------------
68
<PAGE> 77
EXHIBIT A
FORM OF CERTIFICATION
UNDER THE D RULES
CERTIFICATE
AMOCO COMPANY
(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 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 $ 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 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.
A-1
<PAGE> 78
EXHIBIT B
FORM OF CERTIFICATION TO BE GIVEN
BY THE EUROCLEAR OPERATOR OR
CEDEL BANK
CERTIFICATION
AMOCO COMPANY
(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 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
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 BANK]
By
--------------------------------------
B-1
<PAGE> 1
EXHIBIT 4(c)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AMOCO COMPANY
and
[NAME OF WARRANT AGENT],
Warrant Agent
__________________
WARRANT AGREEMENT
Dated as of
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
FORM OF WARRANT AGREEMENT(1)
WARRANT AGREEMENT dated as of _______________ between Amoco Company, a
Delaware corporation (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to) and
_______________ as Warrant Agent (herein called the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of
August 1, 1997, (the "Indenture"), with The Chase Manhattan Bank, as Trustee
(the "Trustee", which term includes any successor trustee under the Indenture),
providing for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (the "Securities"), to be issued in one or
more series and guaranteed by Amoco Corporation, an Indiana corporation (the
"Guarantor"), as provided in the Indenture; and
WHEREAS, the Company proposes to sell [title of Securities being offered]
(the "Offered Securities") with warrant certificates evidencing one or more
warrants (the "Warrants" or, individually a "Warrant") representing the right
to purchase up to an aggregate of _______________ of [title of Securities
purchasable through exercise of Warrants] (the "Warrant Securities"), such
warrant certificates and other warrant certificates issued pursuant to this
Agreement being herein called the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among
other things, the form and provisions of the Warrant Certificates and the terms
and conditions on which they may be issued, exchanged, exercised and replaced;
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY
OF WARRANT CERTIFICATES.
SECTION 1.01. Issuance of Warrants. Warrants shall be initially issued in
connection with the issuance of the Offered Securities [but shall be separately
transferable on and after _______________ 19__ (the "Detachable Date") ] [and
shall not be separately transferable) and each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced
(1) The provisions of this form will be completed or modified as appropriate to
reflect the terms of the Warrants, Offered Securities and the Warrant
Securities and the designation of the Warrant Agent. Monetary amounts
may be in U.S. dollars, in foreign denominated currencies or in units based
on or relating to currencies.
(2) If the Warrants are to be uncertificated, the provisions of this form will
be modified as appropriate to reflect the terms of exercise and
transfer of uncertificated Warrants and other matters relating to the use
of the specified system for uncertificated Warrants.
<PAGE> 3
thereby shall represent the right, subject to the provisions contained herein
and therein, to purchase a Warrant Security in the principal amount of
$_______________. Warrant Certificates shall be initially issued in units with
the Offered Securities and each Warrant Certificate included in such a unit
shall evidence Warrants for each $_______________ principal amount of Offered
Securities included in such unit.
SECTION 1.02. Execution and Delivery of Warrant Certificates. Warrant
Certificates, whenever issued, shall be in [bearer] [registered] form [or both]
substantially in the form set forth in Annex A hereto, shall be dated
_______________ and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Warrants may be listed, or to conform to usage. The Warrant Certificates shall
be signed on behalf of the Company by its President, one of its Vice
Presidents, its Treasurer, its Controller or one of its Assistant Treasurers
under its corporate seal and attested by its Secretary or one of its Assistant
Secretaries. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the
Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed such Warrant Certificates ceased to
be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution
of such Warrant Certificate, shall be the proper officers of the Company,
although at the date of the execution of this Agreement any such person was not
such officer.
[If bearer Warrants-The term "holder" or "holder of a Warrant Certificate"
as used herein shall mean [If Offered Debt Securities with Warrants which are
not Immediately detachable-prior to the Detachable Date, the registered owner
of the Offered Security to which such Warrant Certificate was initially
attached (or the bearer if the Offered Security is a bearer Security), and
after such Detachable Date] the bearer of such Warrant Certificate.]
[If registered Warrants-The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be
2
<PAGE> 4
registered upon the books to be maintained by the Warrant Agent for that
purpose [If Offered Securities with Warrants which are not immediately
detachable-or upon the register of the Offered Securities prior to the
Detachable Date. The Company will, or will cause the registrar of the Offered
Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up to date].]
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
$__________ aggregate principal amount of Warrant Securities (except as
provided in Section 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to
$__________ aggregate principal amount of Warrant Securities and shall deliver
such Warrant Certificates to or upon the order of the Company. Subsequent to
such original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant
Certificates [If registered Warrants-or in connection with their transfer], as
hereinafter provided or as provided in Section 2.03(c).
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.
SECTION 2.01. Warrant Price. During the period from and including
__________, 19__ to and including __________, 19__ the exercise price of each
Warrant will be [___% of the principal amount of the Warrant Securities]
[$_________] plus [accrued amortization of the original issue discount]
[accrued interest] from the most recently preceding __________. [During the
period from __________, 19__, to and including __________, 19__, the exercise
price of each Warrant will be [___% of the principal amount of the Warrant
Securities] [$__________] plus [accrued amortization of the original issue
discount] [accrued interest] from the most recently preceding __________.] [In
each case, the original issue discount will be amortized at a ___% annual rate,
computed on an annual basis using a 360-day year consisting of twelve 30-day
months.] Such purchase price of Warrant Securities is referred to in this
Agreement as the "Warrant Price." [The original issue discount for each
$__________ principal amount of Warrant Securities is $__________.]
SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in whole
at any time, as specified herein, on or after [the date thereof] [__________,
19__] and at or before 5:00 p.m. New York time on __________, 19__, or such
later date as may be selected by the Company, in a written statement to the
Warrant Agent and with notice to the holders of Warrants (such date of
expiration is herein referred to as the "Expiration Date"). Each Warrant not
exercised at or before 5:00 p.m. New York time on the Expiration Date shall
become void, and all rights of the holder of the Warrant Certificate evidencing
such Warrant under this Agreement shall cease.
3
<PAGE> 5
SECTION 2.03. Exercise of Warrants.
(a) During the period specified in Section 2.02 any whole number of
Warrants may be exercised [, subject to Section 2.03(c),] by delivery to
the Warrant Agent of the Warrant Certificate evidencing such Warrant,
with the form of election to purchase Warrant Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly
executed, and by paying in full, [in lawful money of the United States of
America,] [in cash or by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in
immediately available funds], the Warrant Price for each Warrant
exercised to the Warrant Agent, such delivery and payment to be made at
the corporate trust office of the Warrant Agent [or at __________]. The
date on which the duly completed and executed Warrant Certificate and
payment in full of the Warrant Price is received by the Warrant Agent
shall be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the
Warrant Price in an account of the Company maintained with it and shall
advise the Company by telephone at the end of each day on which a
[payment] [wire transfer] for the exercise of Warrants is received of the
amount so deposited to its account. The Warrant Agent shall promptly
confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee of (i) the number of
Warrants exercised, (ii) the instructions of each holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the
Warrant Securities to which such holder is entitled upon such exercise,
(iii) delivery of Warrant Certificates evidencing the balance, if any, of
the Warrants remaining after such exercise, and (iv) such other
information as the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the Company shall
issue, pursuant to the Indenture, in authorized denominations to or upon the
order of the holder of the Warrant Certificate evidencing such Warrant, the
Warrant Securities to which such holder is entitled, [in fully registered form,
registered in such name or names] [in bearer form] as may be directed by such
holder [; provided, however, the Company shall deliver Warrant Securities in
bearer form only outside the United States and only upon delivery from the
person entitled to physical delivery of appropriate certification.] If less
than all of the Warrants evidenced by such Warrant Certificate are exercised,
the Company shall execute, and an authorized officer manually countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issuance of the Warrant Securities and the
Company shall not be required to issue or deliver any Warrant Security
unless or until the person requesting the issuance thereof shall have
paid to the Company the amount of such tax or governmental charge
4
<PAGE> 6
or shall have established to the satisfaction of the Company that such
tax or other governmental charge has been paid or that no such tax or
other governmental charge is payable.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF WARRANT CERTIFICATES
SECTION 3.01. No Rights as a Holder of Warrant Securities Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including, without limitation, the right to receive the
payment of principal of, premium or interest, if any, on Warrant Securities or
to enforce any of the covenants in the Indenture.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of
the ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it and, in the case of
mutilation, upon surrender thereof to the Warrant Agent for cancellation, then,
in the absence of notice to the Company or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser or holder in due course,
the Company may (or, in the case of mutilation, shall) execute, and in such
event an authorized officer of the Warrant Agent shall manually countersign and
deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated
Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing
a like number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Warrant
Agent) in connection therewith. Every substitute Warrant Certificate executed
and delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section are exclusive and shall preclude (to the extent lawful) any and all
other rights or remedies notwithstanding any law or statute existing or
hereinafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the
holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
5
<PAGE> 7
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
SECTION 4.01. Exchange and Transfer of Warrant Certificates. [If Offered
Securities with Warrants which are immediately detachable-Upon] [If Offered
Securities with Warrants which are not immediately detachable-Prior to the
Detachable Date a Warrant Certificate may be exchanged or transferred only
together with the Offered Security to which the Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Security. Prior to the Detachable
Date, each transfer of the Offered Security [on the register maintained with
respect to the Offered Securities] shall operate also to transfer the related
Warrant Certificates. After the Detachable Date upon] surrender at the
corporate trust office of the Warrant Agent [or __________], Warrant
Certificates evidencing Warrants may be exchanged for Warrant Certificates in
other denominations evidencing such Warrants [If registered Warrants-or the
transfer may be registered in whole or in part]; provided that such other
Warrant Certificates evidence a like number of Warrants as the Warrant
Certificates so surrendered. [If registered and bearer Warrants (subject to any
limitations imposed with respect to such exchanges)--[After the Detachable
Date, upon] [Upon] surrender at the corporate trust office of the Warrant Agent
[or __________], Warrant Certificates in bearer form may be exchanged for
Warrant Certificates in registered form evidencing a like number of Warrants
and Warrant Certificates in bearer form may be exchanged for Warrant
Certificates in registered form evidencing a like number of Warrants.] [If
registered Warrants-The Warrant Agent shall keep, at its corporate trust office
[and at __________], books in which, subject to such reasonable regulations as
it may prescribe, it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates, upon surrender of the Warrant
Certificates to the Warrant Agent at its corporate trust office [or __________]
for exchange [or registration of transfer], properly endorsed or accompanied by
appropriate instruments of registration of transfer and written instructions
for transfer, all in form satisfactory to the Company and the Warrant Agent.]
No service charge shall be made for any exchange (or registration of transfer]
of Warrant Certificates, but the Company may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that
may be imposed in connection with any such exchange [or registration of
transfer]. Whenever any Warrant Certificates are so surrendered for exchange
[or registration or transfer] an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested. The Warrant Agent shall not be required to effect any
exchange [Or registration of transfer] which will result in the issuance of a
Warrant Certificate evidencing a fraction of a Warrant or a number of full
Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any
exchange [or registration of transfer] of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and entitled
to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange [or registration of transfer].
SECTION 4.02. Treatment of Holders of Warrant Certificates. [If Offered
Securities with bearer Warrants which are not immediately detachable-Subject to
Section 4.01, each] [If Offered Securities with bearer Warrants which are
immediately detachable-Each] Warrant
6
<PAGE> 8
Certificate shall be transferable by delivery and shall be deemed negotiable
and the bearer of each Warrant Certificate may be treated by the Company, the
Warrant Agent and all other persons dealing with such bearer as the absolute
owner thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.] [If registered Warrants-Every holder of a Warrant
Certificate, by accepting the same, consents and agrees with the Company, the
Warrant Agent and with every subsequent holder of such Warrant Certificate that
until the transfer of the Warrant Certificate is registered on the books of the
Warrant Agent [or the register of the Offered Securities prior to the
Detachable Date], the Company and the Warrant Agent [or the registrar of the
Offered Securities prior to the Detachable Date], may treat such registered
holder as the absolute owner thereof for any purpose and as the person entitled
to exercise the rights represented by the Warrants evidenced thereby, any
notice to the contrary notwithstanding.]
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [, registration of transfer] or exercise
of the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu
thereof. The Warrant Agent shall deliver to the Company from time to time or
otherwise dispose of canceled Warrant Certificates in a manner satisfactory to
the Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT.
SECTION 5.01. Warrant Agent. The Company hereby appoints __________ as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth; and
__________ hereby accepts such appointment. The Warrant Agent shall have the
powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and
provisions hereof.
SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following, to all of which the Company agrees and to all of which
the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject.
(a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including counsel
fees) incurred by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to
indemnify the Warrant Agent for, and to bold it harmless
7
<PAGE> 9
against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, as well as the
costs and expenses of defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any fiduciary
obligation or relationship of agency or trust for or with any of the
holders of Warrant Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the advice
of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or thing suffered by
it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were
not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial
or other transaction with the Company and may act on, or as depository,
trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely as if it were
not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall
be deemed to prevent the Warrant Agent from acting as Trustee under the
Indenture.
(f) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(g) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant
to any of the provisions of this Agreement or of the Warrant
Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or
in the Warrant Certificates (except as to the Warrant Agent's
countersignature thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set
8
<PAGE> 10
forth and no implied duties or obligations shall be read into this
Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the
payment of which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by
it to the Company pursuant to this Agreement or for the application by
the Company of the proceeds of the Warrant Certificates. The Warrant
Agent shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the receipt of
any written demand from a holder of a Warrant Certificate with respect to
such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate
any proceedings at law or otherwise or, except as provided in Section
6.02 hereof, to make any demand upon the Company.
SECTION 5.03. Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the holders from time to
time of the Warrant Certificates, that there shall at all times be a
Warrant Agent hereunder until all the Warrant Certificates are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective;
provided that such date shall not be less than three months after the
date on which such notice is given unless the Company otherwise agrees.
The Warrant Agent hereunder may be removed at any time by the filing with
it of an instrument in writing signed by or on behalf of the Company and
specifying such removal and the date when it shall become effective. Such
resignation or removal shall take effect upon the appointment by the
Company, as hereinafter provided, of a successor Warrant Agent (which
shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and
the acceptance of such appointment by such successor Warrant Agent. The
obligation of the Company under Section 5.02(a) shall continue to
the extent set forth therein notwithstanding the resignation or removal
of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under the
Federal Bankruptcy Code, as now constituted or hereafter amended, or
under any other applicable Federal or State bankruptcy law or similar law
or make an assignment for the benefit of its creditors or consent to the
appointment of a receiver or custodian of all or any substantial part of
its property, or shall admit in writing its inability to pay or meet its
debts as they mature, or if a receiver or custodian of it or of all or
any substantial part of its property shall be appointed, or if an order
of any court shall be entered for relief against it under the
9
<PAGE> 11
provisions of the Federal Bankruptcy Code, as now constituted or
hereafter amended, or under any other applicable Federal or State
bankruptcy or similar law, or if any public officer shall have taken
charge or control of the Warrant Agent or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor
Warrant Agent, qualified as aforesaid, shall be appointed by the Company
by an instrument in writing, filed with the successor Warrant Agent. Upon
the appointment as aforesaid of a successor Warrant Agent and acceptance
by the successor Warrant Agent of such appointment, the Warrant Agent
shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such
successor Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of such predecessor with like effect
as if originally named as Warrant Agent hereunder, and such predecessor,
upon payment of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may
be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Warrant Agent shall be a party, or any
corporation to which the Warrant Agent shall sell or otherwise transfer
all or substantially an the assets and business of the Warrant Agent,
provided that it shall be qualified as aforesaid, shall be the successor
Warrant Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto.
ARTICLE VI.
MISCELLANEOUS.
SECTION 6.01. Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If the
Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
10
<PAGE> 12
SECTION 6.03. Addresses. Any communication from the Company to the Warrant
Agent with respect to this agreement shall be addressed to
_________________________, Attention: _________________________, and any
communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Amoco Company, Attention: Treasurer, 200 East
Randolph Drive, Chicago, Illinois 60601 (or such other address as shall be
specified in writing by the Warrant Agent or by the Company).
SECTION 6.04. Notices to Holders of Warrants. Any notice to holders of
Warrants which by any provisions of this Warrant Agreement is required or
permitted to be given shall be given [If registered Warrants-by first class
mail postage prepaid at such holder's address as appears on the books of the
Warrant Agent [or on the register of the Offered Securities prior to the
Detachable Date]] [If bearer Warrants-by publication at least once in a daily
morning newspaper in New York City and in London].
SECTION 6.05. Applicable Law. The validity, interpretation and performance
of this Agreement and each Warrant Certificate issued hereunder and of the
respective terms and provisions thereof shall be governed by, and construed in
accordance with, the laws of the State of New York.
SECTION 6.06. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus with an accompanying prospectus
supplement relating to the Warrant Securities, and the Warrant Agent agrees
that upon the exercise of any Warrant, the Warrant Agent will deliver to the
holder of the Warrant Certificate evidencing such Warrant, prior to or
concurrently with the delivery of the Warrant Securities issued upon such
exercise, a copy of such prospectus and prospectus supplement.
SECTION 6.07. Obtaining of Governmental Approvals. The Company will from
time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including without limitation a registration statement in respect of
the Warrants and Warrant Securities under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.
SECTION 6.08. Persons Having Rights under Warrant Agreement. Nothing in
this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.
SECTION 6.09. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
11
<PAGE> 13
SECTION 6.10. Counterparts. This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 6.11. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by one of their respective authorized officers as of the day and year
first above written.
AMOCO COMPANY
By________________________________
Title:
[NAME OF WARRANT AGENT], as Warrant
Agent
By________________________________
Title:
12
<PAGE> 14
ANNEX A TO WARRANT AGREEMENT
[FORM OF WARRANT CERTIFICATE]
[FACE OF WARRANT CERTIFICATE]
[Form of Legend if Securities with Warrants which are not immediately
detachable. Prior to _______________, 19__, this Warrant Certificate cannot be
transferred or exchanged unless attached to a [Title of Offered Securities].]
[insert any legend required by the Internal Revenue Code and the Regulations
thereunder.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
AMOCO COMPANY
WARRANTS TO PURCHASE
[TITLE OF WARRANT DEBT SECURITIES]
VOID AFTER 5 P.M. NEW YORK TIME ON _______________________,19__
No.
This certifies that [the bearer is the] [__________ or registered assigns
is the registered] owner of the above indicated number of Warrants, each
Warrant entitling such [bearer] [registered owner] to purchase, at any time
[after 5 P.M. New York time on _______________, 19__ and] on or before 5 P.M.
New York time on _______________, 19__ (or such later date as may be selected
by the Company with notice to the holder thereof as provided in the Warrant
Agreement (as hereinafter defined)), $_____________ principal amount of [Title
of Warrant Securities] (the "Warrant Securities"), of Amoco Company, a Delaware
corporation (the "Company"), to be issued under the Indenture (as hereinafter
defined) and guaranteed by Amoco Corporation (the "Guarantor"), on the
following basis: during the period from and including _______________, 19__, to
and including _______________, 19__, the exercise price of each Warrant will be
[__% of the principal amount of the Warrant Securities] [$__________ plus
[accrued amortization of the original issue discount] [accrued interest] from
the most recently preceding ____________; during the period from
_______________, 19__, to and including _______________, 19__, the exercise of
each Warrant will be [___% of the principal amount of the Warrant Securities]
[$__________] plus [accrued amortization of the original issue discount]
[accrued interest] from the most recently preceding _________________________;
[in each case, the original issue discount will be amortized at a annual rate,
computed on an annual basis, using a 360-day year consisting of twelve 30-day
months] (the "Warrant Price"). [The original issue discount for each $1,000
principal amount of Warrant Securities is $___________.] The holder may
exercise the Warrants evidenced hereby by delivery to the Warrant Agent (as
hereinafter defined) of this Warrant Certificate, with the form of election to
purchase on the reverse hereof properly completed and duly executed and by
paying in full, [in lawful money of the United States of America] [in cash or
by certified check or official bank check or by
<PAGE> 15
bank wire transfer, in each case] [by bank wire transfer] [in immediately
available funds), the Warrant Price for each Warrant exercised to the Warrant
Agent, such delivery and payment to be made at the corporate trust office of
[name of Warrant Agent], or its successor as warrant agent (the "Warrant
Agent"), [or __________________________] currently at the address specified on
the reverse hereof, and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Securities [in registered form in denominations
of $___________ and any integral multiples thereon [in bearer form in the
denomination of $___________] [or both]. Upon any exercise of less than all of
the Warrants evidenced by this Warrant Certificate, there shall be issued to
the holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of _______________, 19__ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance
hereof. Copies of the Warrant Agreement are on file at the above-mentioned
office of the Warrant Agent [and at _______________________________].
The Warrant Securities to be issued and delivered upon the exercise of the
Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of August 1, 1997 (the "Indenture"),
between the Company, the Guarantor and The Chase Manhattan Bank, as
Trustee (Manufacturers Hanover Trust Company and any successor to such Trustee
being hereinafter referred to as the "Trustee"), and will be subject to the
terms and provisions contained in the Indenture. Copies of the Indenture and
the form of the Warrant Securities are on file at the corporate trust office of
the Trustee [and at ___________________________].
[If Offered Securities with bearer Warrants which are not immediately
detachable-Prior to _______________, 19__ this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Securities]
(the "Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Securities. After such date, this] [If
Offered Securities with bearer Warrants which are immediately detachable-This]
Warrant Certificate, and all rights hereunder, may be transferred by delivery
and the Company and the Warrant Agent may treat the bearer hereof as the owner
for all purposes.]
[If Offered Securities with registered Warrants which are not immediately
detachable-Prior to _______________, 19__ this Warrant Certificate may be
exchanged or transferred only together with the [Title or Offered Securities]
(the "Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Securities. After such date, this] [If
Offered Securities with registered Warrants which are immediately
detachable-Transfer of this] Warrant Certificate may be registered when this
Warrant Certificate is surrendered at the
2
<PAGE> 16
corporate trust office of the Warrant Agent [or ____________________] by the
registered owner or his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in the Warrant
Agreement.]
[If Offered Securities with Warrants which are not immediately
detachable-Except as provided in the immediately preceding paragraph, after]
[If Offered Securities with Warrants which are immediately detachable-After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates, representing the
same aggregate number of Warrants, [in registered form] [in bearer form] [in
either registered or bearer form].
This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of the Warrant Securities, including, without limitation,
the right to receive payments of principal of, premium, if any, or interest, if
any, on the Warrant Securities or to enforce any of the covenants of the
Indenture.
This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.
Dated as of _______________, 19__. AMOCO COMPANY
By_________________________________
Title
[Name of Warrant Agent]
By________________________________
Title
3
<PAGE> 17
[REVERSE OF WARRANT CERTIFICATE]
INSTRUCTIONS FOR EXERCISE OF WARRANT
To exercise the Warrants evidenced hereby, the holder must pay [in cash or
by certified check or official bank check or by bank wire transfer] [by bank
wire transfer] [in immediately available funds] the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust
Department, [insert address of Warrant Agent], Attn.
_______________________________________ [or ________________________________]
which [payment] [wire transfer] must specify the name of the holder and the
number of Warrants exercised by such holder. In addition, the holder must
complete the information required below and present this Warrant Certificate in
person or by mail (registered mail is recommended) to the Warrant Agent at the
addresses set forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent together with such [payment]
[wire transfer]. [If the undersigned is requesting delivery of Warrant
Securities in bearer form, the person entitled to physical delivery of such
Warrant Securities will be required to deliver a certificate (copies of which
may be obtained from the Warrant Agent [or _________________________])
certifying that such Warrant Securities are not being acquired by or on behalf
of a U.S. person or for resale to a U.S. person unless such U.S. person is a
qualified financial institution as defined under United States tax laws and
regulations.]
TO BE EXECUTED UPON EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise _________________
Warrants, evidenced by this Warrant Certificate, to purchase $_____________
principal amount of the [Title of Warrant Securities] (the "Warrant
Securities") of Amoco Company guaranteed by Amoco Corporation and represents
that he has tendered payment for such Warrant Securities [in cash or by
certified check or official bank check or by bank wire transfer, in each case]
[by bank wire transfer] [in immediately available funds] to the order of Amoco
Company, c/o [insert name and address of Warrant Agent], in the amount of
$____________ in accordance with the terms hereof. The undersigned requests
that said principal amount of Warrant Securities be in [bearer form in the
authorized denominations] [fully registered form in the authorized
denominations, registered in such names and delivered] all as specified in
accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated:
Name:______________________________
(Please Print)
_________________________________
(Insert Social Security or Other Address:___________________________
Identifying Number of Holder)
___________________________
Signature__________________________
4
<PAGE> 18
The Warrants evidenced hereby may be exercised at the following addresses:
By hand at ________________________________________________
________________________________________________
________________________________________________
By hand at ________________________________________________
________________________________________________
________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants -- complete as
appropriate.
5
<PAGE> 19
[IF REGISTERED WARRANT]
ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY)
FOR VALUE RECEIVED ______________________ hereby sells, assigns and
translates unto
Please insert social security or other
identifying number
__________________________________________
__________________________________________
______________________________
(Please print name and address
including zip code
___________________________________________________________________________
the Warrants represented by the within Warrant Certificates and does hereby
irrevocably constitute and appoint ______________________________ Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.
Dated: _____________________________________________________
Signature
(Signature must conform in all respects to name of
holder as specified on the face of this Warrant
Certificate and must bear a signature guarantee by a
bank, trust company or member broker of the New York,
Midwest or Pacific Stock Exchange.)
Signature Guaranteed:
_____________________________
6
<PAGE> 1
EXHIBIT 5
October 1, 1997
Amoco Company
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
REGISTRATION STATEMENT
Dear Sirs:
Amoco Company, a Delaware corporation (the "Company"), proposes to
issue debt securities (the "Securities") guaranteed (the "Guarantees") by
Amoco Corporation, an Indiana corporation ("Amoco") and/or warrants to purchase
Securities (the "Warrants"). The Securities and Guarantees are to be issued
pursuant to an indenture (the "Indenture") dated as of August 1, 1997, among
the Company, Amoco and The Chase Manhattan Bank, as Trustee, which is included
as an exhibit to the Registration Statement on Form S-3 filed by the Company
and Amoco relating to the Securities, the Guarantees and the Warrants (the
"Registration Statement"). The Warrants are to be issued pursuant to a warrant
agreement between the Company and a warrant agent (the "Warrant Agreement"), a
form of which is included as an exhibit to the Registration Statement.
As counsel to the 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 is a corporation duly organized and existing under the laws of the
State of Indiana.
3. The Company has full power and authority under the laws of the State of
Delaware and under its Certificate of Incorporation (i) to incure the
obligations of the Securities and the Warrants in accordance with and
subject to the respective terms thereof and of the Indenture and Warrant
Agreement, respectively, and (ii) to execute and deliver the Indenture and
the Warrant Agreement.
4. 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 the
Indenture.
<PAGE> 2
Amoco Corporation
Page 2
October 1, 1997
5. 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 in accordance with the procedures 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 and subject to the terms
thereof and of the Indenture.
6. When the Warrants have been duly authorized and duly executed by the
Company and countersigned in accordance with the Warrant Agreement 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, the Warrants will be duly authorized and valid and
binding obligations of the Company in accordance with and subject to the
terms thereof and of the Warrant Agreement.
7. 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 in accordance with the procedures 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 in accordance with, and subject to, their terms and the terms of the
Indenture.
The opinions set forth above are subject to (a) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and (b) the effect of general principles of equity.
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,
/s/ Daniel B. Pinkert
Daniel B. Pinkert
<PAGE> 1
EXHIBIT 12(a)
AMOCO COMPANY
STATEMENT SETTING FORTH COMPUTATION OF RATIO OF
EARNINGS TO FIXED CHARGES
(millions of dollars, except ratios)
<TABLE>
<CAPTION>
Six
Months
Ended Year Ended December 31,
June 30, --------------------------------------------------------------------
1997 1996 1995 1994 1993 1992
-------- ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Determination of Income:
Consolidated earnings
before income taxes
and minority interest... $1,520 $3,351 $2,425 $2,688 $2,427 $1,823
Fixed charges expensed by
consolidated companies.. 133 251 233 140 193 238
Adjustments for certain
companies accounted for
by the equity method... (4) 76 10 7 9 18
------ ------ ------ ------ ------ ------
Adjusted earnings plus
fixed charges........... $1,649 $3,678 $2,668 $2,835 $2,629 $2,079
====== ====== ====== ====== ====== ======
Determination of Fixed Charges:
Consolidated interest on
indebtedness (including
interest capitalized).. $ 96 $ 164 $ 152 $ 127 $ 162 $ 219
Consolidated rental
expense representative
of an interest factor... 43 88 71 7 31 20
Adjustments for certain
companies accounted for
by the equity method.... 4 8 6 5 6 12
------ ------ ------ ------ ------ ------
Total fixed charges...... $ 143 $ 260 $ 229 $ 139 $ 199 $ 251
====== ====== ====== ====== ====== ======
Ratio of earnings to
fixed charges........... 11.5* 14.2* 11.6* 20.4 13.2 8.3
====== ====== ====== ====== ====== ======
</TABLE>
*Based on public debt obligations. Including debt with affiliates, the ratio
would have been 4.8 as of June 30, 1997, 5.5 as of December 31, 1996, and 4.4 as
of December 31, 1995.
<PAGE> 1
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 25, 1997 appearing in Item 8 of Amoco Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Chicago, Illinois
September 30, 1997
<PAGE> 1
EXHIBIT 24
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ H. L. Fuller
----------------
H. L. Fuller
<PAGE> 2
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ W. G. Lowrie
----------------
W. G. Lowrie
<PAGE> 3
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ J. L. Carl
--------------
J. L. Carl
<PAGE> 4
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ Judith G. Boynton
---------------------
Judith G. Boynton
<PAGE> 5
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ D. R. Beall
---------------
D. R. Beall
<PAGE> 6
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ Ruth Block
--------------
Ruth Block
<PAGE> 7
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ J. H. Bryan
---------------
J. H. Bryan
<PAGE> 8
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ E. B. Davis, Jr.
--------------------
E. B. Davis, Jr.
<PAGE> 9
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ Richard Ferris
------------------
Richard Ferris
<PAGE> 10
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ F. A. Maljers
-----------------
F. A. Maljers
<PAGE> 11
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ A. C. Martinez
------------------
A. C. Martinez
<PAGE> 12
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ W. E. Massey
----------------
W. E. Massey
<PAGE> 13
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ Martha R. Seger
-------------------
Martha R. Seger
<PAGE> 14
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ T. M. Solso
---------------
T. M. Solso
<PAGE> 15
AMOCO CORPORATION
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, W. G. Lowrie and 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. $300,000,000 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, 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 23rd day of September, 1997.
/s/ Michael Wilson
------------------
Michael Wilson
<PAGE> 16
AMOCO COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints J. L. Carl, W. R. Hutchinson and D. B. Pinkert, 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 Company
registration statements and amendments thereto (including post-effective
amendments) relating to issuance or guarantee of an aggregate of up to
$300,000,000 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, 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 23rd day of September, 1997.
/s/ J. L. Carl
---------------------------
Name: J. L. Carl
---------------------------
<PAGE> 17
AMOCO COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints J. L. Carl, W. R. Hutchinson and D. B. Pinkert, 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 Company
registration statements and amendments thereto (including post-effective
amendments) relating to issuance or guarantee of an aggregate of up to
$300,000,000 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, 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 23rd day of September, 1997.
/s/ W. R. Hutchinson
------------------------
Name: W. R. Hutchinson
---------------------------
<PAGE> 18
AMOCO COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints J. L. Carl, W. R. Hutchinson and D. B. Pinkert, 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 Company
registration statements and amendments thereto (including post-effective
amendments) relating to issuance or guarantee of an aggregate of up to
$300,000,000 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, 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 23rd day of September, 1997.
/s/ Judith G. Boynton
---------------------------
Name: Judith G. Boynton
---------------------------
<PAGE> 19
AMOCO COMPANY
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints J. L. Carl, W. R. Hutchinson and D. B. Pinkert, 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 Company
registration statements and amendments thereto (including post-effective
amendments) relating to issuance or guarantee of an aggregate of up to
$300,000,000 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, 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 23rd day of September, 1997.
/s/ D. B. Pinkert
---------------------------
Name: D. B. Pinkert
---------------------------
