Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. If requested by you in connection with a sale of Notes directly to you as principal for resale to others, the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you in accordance with the terms of this Agreement and the Terms Agreement. Each Terms Agreement shall be substantially in the form of Exhibit A hereto but may take the form of an exchange of any form of written telecommunication between you and the Company. Your commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date thereof, the price to be paid to the Company for such Notes and the time and place of delivery of and payment for such Notes (each such date, a "Settlement Date"). Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof.

Purchases as Principal. If requested by you in connection with a sale of Notes directly to you as principal for resale to others, the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you in accordance with the terms of this Agreement and the Terms Agreement. Each Terms Agreement shall be substantially in the form of Exhibit A hereto but may take the form of an exchange of any form of written telecommunication between you and the Company. Your commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date thereof, the price to be paid to the Company for such Notes and the time and place of delivery of and payment for such Notes (each such date, a "Settlement Date"). Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. Unless otherwise specified in a Terms Agreement, if you are purchasing Notes as a principal you may resell such Notes to other dealers. Any such sales may be at a discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to such Notes.

Purchases as Principal. If requested by you in connection with a Each sale of Notes directly to you an Agent, as principal for resale to othersprincipal, the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you shall be made in accordance with the terms of this Agreement and a separate agreement which will provide for the Terms Agreementsale of such Notes to, and the purchase and reoffering thereof by, such Agent. Each Terms Agreement such separate agreement (which shall be substantially in the form of Exhibit A hereto but and which may take the form of an exchange of any standard form of to written telecommunication between you such Agent and the Company. Your ) is herein referred to as a "Terms Agreement." An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by you such Agent pursuant thereto, the maturity date thereof, the price to be paid to the Company for such Notes, the Specified Currency in which such Notes shall be denominated, on which interest is to be paid and in which the redemption or repayment price, if any, is to be paid, the rate at which interest will be paid on the Notes, whether such rate of interest shall be fixed or floating and the time and place of delivery of and any payment for such Notes (each such date, a the "Settlement Date"). Each such agreement Such Terms Agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from Coopers & Lybrxxx xxxsuant to Section III hereof and may also contain additional provisions relating to defaults by underwriters and other provisions relating to termination as may be agreed at the independent public accountants of time between the Company pursuant to Section 4 hereofand the applicable Agent.

Purchases as Principal. If requested by you in connection with a Each sale of Notes directly to you an Agent as ---------------------- principal for resale to othersshall be made in accordance with the terms of this Agreement. In connection with each such sale, the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you in accordance with the terms of this Agreement and the Terms Agreementsuch Agent. Each Terms Agreement shall will take the form of either (i) a written agreement between such Agent and the Company, which may be substantially in the form of Exhibit A hereto but may take (a "Written Terms Agreement"), or (ii) an oral agreement between such Agent and the form of an exchange of any form of written telecommunication between you and Company confirmed in writing by such Agent to the Company. Your An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by you such Agent pursuant thereto, the maturity date thereofof such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and the time and place any other terms of delivery of and payment for such Notes (each such date, a "Settlement Date")Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by such Agent.

Purchases as Principal. If requested by you in connection with a Each sale of Notes directly to you the Agent as principal for resale to others, shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you in accordance with the terms of this Agreement and the Agent. Each "Terms Agreement. Each Terms Agreement shall be substantially in the form of Exhibit A hereto but " may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between you the Agent and the CompanyCompany and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. Your The Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by you the Agent pursuant thereto, the maturity date thereofof such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and the time and place any other terms of delivery of and payment for such Notes (each such date, a "Settlement Date")Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof.Company

Purchases as Principal. If (a) In addition, you may also purchase Notes as Purchaser and, if requested by you in connection with a sale of Notes directly to you as principal for resale to othersPurchaser, the Company will enter into a separate Terms Agreement (with terms acceptable relating to it and to you) such sale that will provide for the sale of such Notes to and the purchase and re-offering thereof by you the Purchaser. (b) Unless otherwise specified in accordance a Terms Agreement, an Agent purchasing Notes as principal may resell such Notes to other dealers. Any such sales shall be at a discount, which shall not exceed the amount set forth in the Prospectus, as amended or supplemented in connection with the terms sale of this Agreement and the Terms Agreementsuch Notes. (c) Each Terms Agreement shall be substantially in the form of Exhibit A hereto but may take the form of an exchange of any form of written telecommunication between you and the Company. Your Purchaser's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and Texaco herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you with a Purchaser to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by you such Purchaser pursuant thereto, the maturity date thereofof such Notes, the price to be paid to the Company for such Notes, the interest rate, interest rate formula, if any, applicable to such Notes and the time and place of delivery of and payment for such Notes (each such date, a "Settlement Closing Date"). Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 7(c) hereof. 5.

Purchases as Principal. If requested by you in connection with a Each sale of Notes directly Securities to you as principal for resale to others, the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you shall be made in accordance with the terms of this Agreement and (unless the Terms AgreementCompany and you shall otherwise agree) a separate agreement which will provide for the sale of such Securities to, and the purchase and reoffering thereof by, you. Each Terms Agreement such separate agreement (which shall be substantially in the form of Exhibit A B hereto but and which may take the form of an exchange of any oral agreement confirmed in writing or any standard form of written telecommunication between you and the Company) is herein referred to as a "Terms Agreement". Your commitment to purchase Notes as principal Securities pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth; provided, however, that for purposes of any Terms Agreement all references in this Agreement to "you" or "the Agents" shall be deemed to refer only to the Agent or Agents that are a party to such Terms Agreement. Each agreement by you to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes Securities to be purchased by you pursuant thereto, the maturity date thereof, the price to be paid to the Company for such Notes Securities, the initial public offering price, if any, at which the Securities are proposed to be reoffered, and the time and place of delivery of and payment for such Notes (each Securities and such date, a "Settlement Date")other provisions as may be mutually agreed upon. Each such agreement Such Terms Agreement shall also specify any requirements for officers' officer's certificates, opinions of counsel and letters from the independent public accountants of the Company PricewaterhouseCoopers LLP pursuant to Section 4 Sections 5 and 6 hereof.

Purchases as Principal. If requested by you in connection with a Each sale of Notes directly to you as principal for resale to others, the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you ---------------------- shall be made in accordance with the terms of this Agreement and a separate agreement which will provide for the Terms Agreementsale of such Notes to, and the purchase and reoffering thereof by, you. Each Terms Agreement shall such separate agreement (which may be oral or written, and which may be substantially in the form of Exhibit A hereto but or which may take the form of an exchange of any standard form of written telecommunication between you and the Company) is herein referred to as a "Terms Agreement". Your commitment to purchase Notes as principal principal, whether pursuant to a Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you to _______________________ * Or the equivalent of U.S. $25 or U.S. $1,000, as the case may be, in the Specified Currency. purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date thereof, the price to be paid to the Company for such Notes Notes, and the time such other terms, conditions and place of delivery of and payment for such Notes (each such date, a "Settlement Date")requirements as may be agreed upon between us. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by you. You may utilize a selling or dealer group in connection with the resale of the Notes purchased by you as principal.

Purchases as Principal. If requested by you in connection with a Each sale of Notes directly to you as principal for resale to others, the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you shall be made in accordance with the terms of this Agreement and a separate agreement which will provide for the Terms Agreementsale of such Notes to, and the purchase and reoffering thereof by, you. Each Terms Agreement shall such separate agreement (which may be oral or written, and which may be substantially in the form of Exhibit A hereto but or which may take the form of an exchange of any standard form of written telecommunication between you and the Company) is herein referred to as a "Terms Agreement". Your commitment to purchase Notes as principal principal, whether pursuant to a Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date thereof, the price to be paid to the Company for such Notes Notes, and the time such other terms, conditions and place of delivery of and payment for such Notes (each such date, a "Settlement Date")requirements as may be agreed upon between us. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by ---------- * Or the equivalent of U.S. $25 or U.S. $1,000, as the case may be, in the Specified Currency.

Purchases as Principal. If requested by you in connection with a Each sale of Notes directly to you as principal for resale to othersshall be made in accordance with the terms of this Agreement. In connection with each such sale, the Company Issuer will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you in accordance with the terms of this Agreement and the Terms Agreementyou. Each Terms Agreement shall will take the form of either (i) a written agreement between you and the Issuer, which may be substantially in the form of Exhibit A hereto but may take the form of (each, a "Written Terms Agreement"), or (ii) an exchange of any form of written telecommunication oral agreement between you and the CompanyIssuer confirmed in writing by you to the Issuer. Your commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Issuer herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date thereofof such Notes, the price to be paid to the Company Issuer for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and the time and place any other terms of delivery of and payment for such Notes (each such date, a "Settlement Date")Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Issuer pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by you.

Purchases as Principal. If requested by you in connection with a Each sale of Notes directly to you an Agent, as principal for resale to othersprincipal, the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you shall be made in accordance with the terms of this Agreement and a separate agreement which will provide for the Terms Agreementsale of such Notes to, and the purchase and reoffering thereof by, such Agent. Each Terms Agreement such separate agreement (which shall be substantially in the form of Exhibit A hereto but and which may take the form of an exchange of any standard form of written telecommunication between you such Agent and the Company) is herein referred to as a "Terms Agreement". Your An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by you such Agent pursuant thereto, the maturity date thereof, the price to be paid to the Company for such Notes, the currency or currency unit in which such Notes shall be denominated on which interest is to be paid and in which the redemption or repayment price, if any, is to be paid, the rate at which interest will be paid on the Notes, whether such rate of interest shall be fixed or floating and the time and place of delivery of and any payment for such Notes (each such date, a the "Settlement Date"). Each such agreement Such Terms Agreement shall also specify any requirements for officers' certificates, opinions of counsel counsel, certificates of the Company and letters from Coopers & Lybrxxx xxxsuant to Section III hereof and may also contain additional provisions relating to defaults by underwriters and other provisions relating to termination as may be agreed at the independent public accountants of time between the Company pursuant to Section 4 hereofand the applicable Agent.

Purchases as Principal. If requested by you in connection with a Each sale of Notes directly to you as principal for resale to othersshall be made in accordance with the terms of this Agreement. In connection with each such sale, the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you in accordance with the terms of this Agreement and the Terms Agreementyou. Each Terms Agreement shall will take the form of either (i) a written agreement between you and the Company, which may be substantially in the form of Exhibit A hereto but may take the form of (a "Written Terms Agreement"), or (ii) an exchange of any form of written telecommunication oral agreement 8 between you and the Company confirmed in writing by you to the Company. Your commitment to purchase Notes as principal principal, pursuant to a Terms Agreement, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by you to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date thereofof such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and the time and place any other terms of delivery of and payment for such Notes (each such date, a "Settlement Date")Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants auditors of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by you.