Exhibit 4.1
SECOND SUPPLEMENTAL
INDENTURE
BETWEEN
CHEVRON CORPORATION
, As Issuer
and
WELLS FARGO BANK, NATIONAL
ASSOCIATION , As
Trustee
Dated as of March 3,
2009
TABLE OF CONTENTS
ARTICLE ONE
DEFINITIONS
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Section 1.01
Definitions
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1
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2012
Notes
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1
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2014
Notes
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1
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2019
Notes
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2
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Adjusted
Treasury Rate (2009)
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2
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Blanket Issuer
Letter of Representations (2009)
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2
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First
Supplemental Indenture
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2
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Second
Supplemental Indenture
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2
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Indenture
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2
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Original
Indenture
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2
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Notes
(2009)
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2
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Statistical
Release (2009)
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2
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Trustee
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3
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Section 1.02 Other
Definitions
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3
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ARTICLE TWO
TERMS OF THE NOTES
(2009)
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Section 2.01
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Each of the
2012 Notes, the 2014 Notes and the 2019 Notes Constitute a Series
of Securities
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3
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Section 2.02
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Terms and
Provisions of the Notes (2009)
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3
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ARTICLE THREE
MISCELLANEOUS
PROVISIONS
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Section 3.01
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Provisions
of the Original Indenture
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4
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Section 3.02
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Separability
of Invalid Provisions
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4
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Section 3.03
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Execution in
Counterparts
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4
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Section 3.04
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Effectiveness
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5
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Signatures
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Exhibit A
– Form of 2012 Note
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Exhibit B
– Form of 2014 Note
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Exhibit C – Form of 2019 Note
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SECOND SUPPLEMENTAL
INDENTURE
THIS SECOND SUPPLEMENTAL
INDENTURE , dated as of
March 3, 2009 between CHEVRON CORPORATION , a Delaware
corporation, as Issuer (“Chevron”), and WELLS FARGO
BANK, NATIONAL ASSOCIATION (as successor to The Bank of New
York, as successor to JPMorgan Chase Bank, as successor to The
Chase Manhattan Bank, as successor to Chemical Bank), as Trustee
(the “Trustee”),
W I T N E S S E T H:
WHEREAS , Chevron and the Trustee have entered into that
certain Indenture dated as of June 15, 1995 (the
“Original Indenture”) and that certain First
Supplemental Indenture dated as of October 13,
1999;
WHEREAS , pursuant to the provisions of
Sections 2.01 and 10.01 of the Original Indenture, Chevron
wishes to enter into this Second Supplemental Indenture to
establish the terms and provisions of three Series of Securities
(as defined in the Original Indenture); and
WHEREAS , in compliance with the requirements of the
Original Indenture, Chevron has duly authorized the execution and
delivery of this Second Supplemental Indenture, and all things
necessary have been done to make this Second Supplemental Indenture
a valid agreement of Chevron in accordance with its
terms:
NOW, THEREFORE, THIS SECOND
SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the
premises, Chevron covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective holders from time
to time of the Securities, as follows:
ARTICLE ONE
DEFINITIONS
Section 1.01
Definitions. The terms
defined in this Section 1.01 shall, for all purposes of the
Original Indenture, the First Supplemental Indenture and this
Second Supplemental Indenture, have the meanings herein specified,
unless the context clearly otherwise requires. For convenience, the
definitions of certain terms which are defined in the First
Supplemental Indenture are repeated herein.
2012 Notes
The term “2012 Notes”
shall mean the $1,500,000,000 in aggregate principal amount 3.450%
Notes Due 2012.
2014 Notes
The term “2014 Notes”
shall mean the $2,000,000,000 in aggregate principal amount 3.950%
Notes Due 2014.
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2019 Notes
The term “2019 Notes”
shall mean the $1,500,000,000 in aggregate principal amount 4.950%
Notes Due 2019.
Adjusted Treasury Rate
(2009)
The term “Adjusted Treasury
Rate (2009)” shall mean (1) the arithmetic mean of the
yields under the heading “Week Ending” published in the
Statistical Release most recently published prior to the date of
determination under the caption “Treasury Constant
Maturities” for the maturity (rounded to the nearest month)
corresponding to the remaining term, as of the redemption date, of
the Notes (2009) being redeemed plus (2) 0.30%. If no
maturity set forth under such heading exactly corresponds to the
remaining term of a series of Notes (2009) being redeemed,
yields for the two published maturities most closely corresponding
to the remaining term of the series of Notes (2009) being
redeemed will be calculated as described in the preceding sentence,
and the Adjusted Treasury Rate (2009) will be interpolated or
extrapolated from such yields on a straight-line basis, rounding
each of the relevant periods to the nearest month. The Adjusted
Treasury Rate (2009) is to be determined on the third Business
Day preceding the Redemption Date.
Blanket Issuer Letter of
Representations (2009)
The term “Blanket Issuer
Letter of Representations (2009)” shall mean the Blanket
Issuer Letter of Representations dated February 25, 2009
executed by and among Chevron and The Depository Trust
Company.
First Supplemental
Indenture
The term “First Supplemental
Indenture” shall mean the First Supplemental Indenture dated
as of October 13, 1999, between Chevron and the
Trustee.
Second Supplemental
Indenture
The term “Second Supplemental
Indenture” shall mean this Second Supplemental Indenture
dated as of March 3, 2009, between Chevron and the Trustee, as
such is originally executed, or as it may from time to time be
supplemented, modified or amended, as provided herein and in the
Indenture.
Indenture
The term “Indenture”
shall mean the Indenture dated as of June 15, 1995 between
Chevron and the Trustee, as supplemented by the First Supplemental
Indenture and this Second Supplemental Indenture, and as it may
from time to time hereafter be further supplemented, modified or
amended, as provided in the Indenture.
Original Indenture
The term “Original
Indenture” shall mean the Indenture dated as of June 15,
1995 between Chevron and the Trustee, as such Indenture was
originally executed.
Notes (2009)
The term “Notes (2009)”
shall mean the 2012 Notes, the 2014 Notes and the 2019
Notes.
Statistical Release
(2009)
The term “Statistical Release
(2009)” shall mean the statistical release designation
“H.15(519)” or any successor publication which is
published weekly by the Federal Reserve System and which
establishes yields on actively-traded United States government
securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any determination under the
terms of the Notes (2009), then such other reasonably comparable
index as Chevron shall designate.
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Trustee
The term “Trustee” shall
mean Wells Fargo Bank, National Association, until a successor
replaces it pursuant to the applicable provisions of the Indenture
and, thereafter, shall mean such successor.
Section 1.02 Other
Definitions. All of the
terms appearing herein shall be defined as the same are now defined
under the provisions of the Original Indenture, except when
expressly herein or otherwise defined.
ARTICLE TWO
TERMS OF THE NOTES
(2009)
Section 2.01 Each of the 2012
Notes, the 2014 Notes and the 2019 Notes Constitute a Series of
Securities. Each of the
2012 Notes, the 2014 Notes and the 2019 Notes are hereby authorized
to be issued under the Indenture as a Series of Securities. The
2012 Notes shall be in the aggregate principal amount of
U.S.$1,500,000,000, the 2014 Notes shall be in the aggregate
principal amount of U.S.$2,000,000,000 and the 2019 Notes shall be
in the aggregate principal amount of U.S.$1,500,000,000.
Section 2.02 Terms and Provisions
of the Notes (2009). The
Notes (2009) shall be subject to the terms and provisions
hereinafter set forth:
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(a)
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The 2012 Notes
shall be designated as the 3.450% Notes Due 2012. The 2014 Notes
shall be designated as the 3.950% Notes Due 2014. The 2019 Notes
shall be designated as the 4.950% Notes Due 2019.
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(b)
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The Notes
(2009) shall bear interest on the unpaid principal amount
thereof from March 3, 2009.
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(c)
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The 2012 Notes
shall mature on March 3, 2012. The 2014 Notes shall mature on
March 3, 2014. The 2019 Notes shall mature on March 3,
2019.
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(d)
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The 2012 Notes
shall bear interest at the rate of 3.450% per annum, payable
on September 3, 2009 and on each March 3 and
September 3 thereafter. The 2014 Notes shall bear interest at
the rate of 3.950% per annum, payable on September 3,
2009 and on each March 3 and September 3 thereafter. The
2019 Notes shall bear interest at the rate of 4.950% per
annum, payable on September 3, 2009 and on each March 3
and September 3 thereafter.
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(e)
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Each of the
2012 Notes, the 2014 Notes and the 2019 Notes shall be issued
initially as one or more Global Securities (the “Global Notes
(2009)”) in registered form registered in the name of
The Depository Trust Company or its nominee in such denominations
as are required by the Blanket Issuer Letter of Representations
(2009) and otherwise as in substantially the form set forth in
Exhibit A, Exhibit B and Exhibit C to this Second Supplemental
Indenture with such minor changes thereto as may be required in the
process of printing or otherwise producing the Global Notes
(2009) but not affecting the substance thereof.
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(f)
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The Depositary
for the Notes (2009) shall be The Depository Trust
Company.
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(g)
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The Global
Notes (2009) shall be exchangeable for definitive Notes
(2009) in registered form substantially the same as the Global
Notes (2009) in denominations of $2,000 and integral multiples
of $1,000 in excess thereof upon the terms and in accordance with
the provisions of the Indenture.
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(h)
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The Notes
(2009) shall be payable (as to both principal and interest)
when and as the same become due at the office of the Trustee;
provided that as long as the Notes (2009) are in the
form of one or more Global Notes (2009), payments of interest may
be made by wire transfer in accordance with the provisions of the
Indenture and such Global Notes (2009) and provided
further that upon any exchange of the Global Notes
(2009) for Notes (2009) in definitive form, Chevron
elects to exercise its option to have interest payable by check
mailed to the registered owners at such owners’ addresses as
they appear on the Register, as kept by the Trustee, on each
relevant Record Date.
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(i)
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The Trustee
shall be registrar for the Notes (2009) and the Register of
the Notes (2009) shall be the principal office of the
Trustee.
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(j)
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The Record Date
for the Notes (2009) shall be the fifteenth day preceding the
relevant Interest Payment Date.
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(k)
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The Notes
(2009) shall be subject to redemption, at the option of
Chevron, in whole or in part, at any time at a redemption price
equal to the greater of (a) 100% of the principal amount of
the Notes (2009) being redeemed and (b) the sum of the
present values of the remaining scheduled payments of principal and
interest thereon (not including the portion of any such payments of
interest accrued as of the redemption date), discounted to the
redemption date on a semiannual basis at the Adjusted Treasury Rate
(2009), plus interest accrued on the Notes (2009) being
redeemed to the redemption date. The redemption price is calculated
assuming a 360-day year consisting of twelve 30-day
months.
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ARTICLE THREE
MISCELLANEOUS
PROVISIONS
Section 3.01 Provisions of the
Original Indenture. Except insofar as herein otherwise expressly
provided, all of the definitions, provisions, terms and conditions
of the Original Indenture and the First Supplemental Indenture
shall be deemed to be incorporated in and made a part of this
Second Supplemental Indenture; and the Original Indenture, as
amended and supplemented by the First Supplemental Indenture and
this Second Supplemental Indenture, is in all respects ratified and
confirmed, and the Original Indenture, the First Supplemental
Indenture and this Second Supplemental Indenture shall be read,
taken and considered as one and the same instrument.
Section 3.02 Separability of
Invalid Provisions. In
case any one or more of the provisions contained in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions contained in this Second
Supplemental Indenture, and to the extent and only to the extent
that any such provision is invalid, illegal or unenforceable, this
Second Supplemental Indenture shall be construed as if such
provision had never been contained herein.
Section 3.03 Execution in
Counterparts. This Second
Supplemental Indenture may be simultaneously executed and delivered
in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original.
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Section 3.04
Effectiveness. The
obligations of the parties hereto shall become effective as of the
date of this Second Supplemental Indenture.
IN WITNESS WHEREOF, CHEVRON
CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION
have each caused this Second Supplemental Indenture to be duly
executed, all as of the day and year first written
above.
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CHEVRON
CORPORATION
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By:
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/s/ Jennifer J.
Machado
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Name:
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Jennifer J.
Machado
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Title:
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Assistant
Treasurer
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WELLS FARGO
BANK, NATIONAL ASSOCIATION , as Trustee
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By:
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/s/ Maddy
Hall
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Name:
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Maddy
Hall
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Title:
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Vice
President
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5
Exhibit A
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$500,000,000
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CUSIP: 166751 AK3
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N-1
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ISIN: US166751AK30
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CHEVRON
CORPORATION
3.450% NOTE DUE
2012
Unless this Note is presented by
an authorized representative of The Depository Trust Company, a New
York Corporation (“DTC”), to Chevron Corporation or its
agent for registration of transfer, exchange or payment and any
Note issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co., or to such
other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the
registered owner hereof, Cede & Co., has an interest
herein.
CHEVRON CORPORATION (herein referred
to as “Chevron”), a corporation duly organized and
existing under the laws of the State of Delaware, for value
received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Five Hundred Million
Dollars ($500,000,000) on March 3, 2012 in lawful money of the
United States of America and to pay interest (computed on the basis
of a 360-day year of twelve 30-day months) thereon in like money
from March 3, 2009 or from the most recent Interest Payment
Date (hereinafter defined) to which interest has been paid or duly
provided for until payment of such principal sum, at the rate of
3.450% per annum, payable on each March 3 and
September 3, commencing September 3, 2009 (the
“Interest Payment Dates”).
The principal hereof is payable upon
presentation and surrender of this Note at the principal office of
Wells Fargo Bank, National Association, as Trustee (herein called
the “Trustee”). Interest on this Note may be payable by
check or draft mailed to the person in whose name this Note is
registered at the close of business on the Record Date for such
interest payment at such person’s address as it appears on
the registration books of the Trustee. The Record Date for the
Notes is the date which is 15 days prior to the relevant Interest
Payment Date.
REFERENCE IS HEREBY MADE TO THE
FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF,
WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF FULLY SET FORTH AT THIS PLACE.
This Note shall not be entitled to
any benefit under the Indenture (hereinafter defined), or become
valid or obligatory for any purpose, until the Certificate of
Authentication hereon endorsed shall have been executed by manual
signature by the Trustee.
IN WITNESS WHEREOF, CHEVRON
CORPORATION has caused this Note to be signed by its Assistant
Treasurer manually or in facsimile and its corporate seal to be
imprinted hereon and attested by the manual or facsimile signature
of its Secretary or an Assistant Secretary.
Dated: March 3, 2009
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CHEVRON
CORPORATION
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By:
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Name:
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Title:
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Attest:
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Assistant
Secretary
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
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This is one of
the Securities, of the Series designated herein, described in the
within-mentioned Indenture.
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WELLS FARGO
BANK, as Trustee
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By:
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Authorized
Signatory
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A-1
CHEVRON CORPORATION
3.450% NOTE DUE 2012
This Note is one of a duly
authorized issue of securities of Chevron, not limited in aggregate
principal amount, all issued or to be issued in one or more series
of varying dates, numbers, interest rates and other provisions,
under an Indenture dated as of June 15, 1995, as amended by
the First Supplemental Indenture dated as of October 13, 1999
and the Second Supplemental Indenture dated as of March 3,
2009 (such indenture as
