1 EXHIBIT 4.1 SUPPLEMENTAL INDENTURE Supplemental Indenture, dated as of November 7, 1995 (the "Supplemental Indenture"), among Union Texas Petroleum Holdings, Inc., a Delaware corporation (the "Company"), the Guarantors party hereto (collectively the...Supplemental Indenture • November 17th, 1995 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • New York
1 MEMORANDUM OF AGREEMENTMemorandum of Agreement • February 27th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas
AGREEMENT AND PLAN OF MERGER Dated as of May 4, 1998, AmongRights Agreement • May 8th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • Delaware
TRANSLATION] OPERATING AGREEMENT Dated July 29, 1997 between LAGOVEN, S.A. and UNION TEXAS VENEZUELA LIMITED and PREUSSAG ENERGIE GMBH BOQUERONOperating Agreement • February 27th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas
3 4 as a whole), nor will any such action result in any violation of the provisions of the Restated Certificate of Incorporation or By-laws of the Company; and no consent, approval, authorization, order, registration or qualification of or with any...Union Texas Petroleum Holdings Inc • November 7th, 1995 • Crude petroleum & natural gas
STOCKHOLDER AGREEMENT dated as of May 4, 1998, among ATLANTIC RICHFIELD COMPANY, a Delaware corporation ("Parent"), and PETROLEUM ------ ASSOCIATES, L.P., a Delaware limited partnership, and KKR PARTNERS II, L.P., a Delaware limited partnership, such...Stockholder Agreement • May 8th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • Delaware
1 PACKAGE V SUPPLY AGREEMENT (1995-1999 LNG SALES TO KOREA GAS CORPORATION)Supply Agreement • February 27th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • New York
Exhibit (c)(5) AMENDMENT TO RIGHTS AGREEMENT BETWEEN UNION TEXAS PETROLEUM HOLDINGS, INC. AND FIRST CHICAGO TRUST COMPANY OF NEW YORK THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of this third day of May, 1998 by and between Union...Rights Agreement • May 8th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • Delaware
1 EXHIBIT 1.1 PURCHASE AGREEMENT 2 ============================================ ==================================== UNION TEXAS PETROLEUM HOLDINGS, INC. (A DELAWARE CORPORATION) SHARES % SERIES A CUMULATIVE PREFERRED STOCK PURCHASE AGREEMENT Dated:...Purchase Agreement • March 3rd, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas
CREDIT AGREEMENTCredit Agreement • April 25th, 1997 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • Texas
1 EXHIBIT 1.1 UNION TEXAS PETROLEUM HOLDINGS, INC. (A DELAWARE CORPORATION) % MANDATORY PUTABLE/REMARKETABLE SECURITIES DUE 2038 UNDERWRITING AGREEMENT April , 1998 SALOMON BROTHERS INC Chase Securities Inc. NationsBanc Montgomery Securities LLC c/o...Union Texas Petroleum Holdings Inc • April 2nd, 1998 • Crude petroleum & natural gas
2- 3 the terms of any of the Financing Documents, but for a proceeding under the U.S. Bankruptcy Code, to be equally and ratably guaranteed by such Subsidiary, (b) cause such Subsidiary to execute and deliver a subsidiary guaranty agreement in form...Second Amendment Agreement • November 17th, 1995 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • Texas
FIRST AMENDMENT AGREEMENT This First Amendment Agreement dated as of March 11, 1997 (this "Amendment") is by and among (i) Union Texas Petroleum Holdings, Inc., a Delaware corporation ("Company"), (ii) the undersigned lenders ("Banks") which are...First Amendment Agreement • April 25th, 1997 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • Texas
1 EXHIBIT 1.4 REMARKETING AGREEMENT REMARKETING AGREEMENT, dated as of April 15, 1998 (this "Agreement"), between Union Texas Petroleum Holdings, Inc., a Delaware corporation (the "Company"), and NationsBanc Montgomery Securities LLC ("NMS" and, in...Remarketing Agreement • April 16th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • New York
BONTANG VIUnion Texas Petroleum Holdings Inc • April 25th, 1997 • Crude petroleum & natural gas • New York
1 MEMORANDUM OF AGREEMENTMemorandum of Agreement • February 27th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas
AND FIRST CHICAGO TRUST COMPANY OF NEW YORK, RIGHTS AGENTRights Agreement • September 15th, 1997 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • Delaware
as Trustee under the Bontang V Trustee and Paying Agent Agreement as Borrower,Loan Agreement • October 27th, 1995 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • New York
THE INDEMNIFICATION PROVISIONS OF SECTIONS 7.06 AND 9.03(b) OF THIS AGREEMENT INCLUDE INDEMNIFICATION FROM THE CONSEQUENCES OF THE NEGLIGENCE OF THE PERSONS INDEMNIFIED THEREBY TO THE EXTENT SET FORTH THEREINCredit Agreement • April 28th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • Texas
1 OPERATING SERVICES AGREEMENT THIS AGREEMENT has been entered into and signed on the nineteenth (19th) day of November, 1993, by and between MARAVEN S.A., hereinafter called "THE AFFILIATE," represented herein by its President, Eduardo Lopez Quevedo,...Operating Services Agreement • February 27th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas
2- 3 the terms of any of the Financing Documents, but for a proceeding under the U.S. Bankruptcy Code, to be equally and ratably guaranteed by such Subsidiary, (b) cause such Subsidiary to execute and deliver a subsidiary guaranty agreement in form...Fifth Amendment Agreement • November 17th, 1995 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • Texas
ANDUnion Texas Petroleum Holdings Inc • November 7th, 1995 • Crude petroleum & natural gas • New York
as Trustee under the Bontang VI Trustee and Paying Agent Agreement as Borrower, BANK OF TAIWAN NEW YORK AGENCY as Lead ArrangerLoan Agreement • April 25th, 1997 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • London
PACKAGE V SUPPLY AGREEMENT (1998-1999 LNG SALES TO CHINESE PETROLEUM CORPORATION)Package v Supply Agreement • February 27th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • New York
BONTANG VITrustee and Paying Agent Agreement • April 25th, 1997 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • New York
1 TRUST UNDERAgreement • February 27th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • Pennsylvania
AMENDMENT NO. 1 TO AMENDED AND RESTATED BADAK TRUSTEE AND PAYING AGENT AGREEMENTTrustee and Paying Agent Agreement • October 27th, 1995 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • New York
AMENDMENT NO. 2 TO BONTANG III LOAN AGREEMENTBontang Iii Loan Agreement • April 25th, 1997 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas
EXHIBIT (a)(4) LOGO May 3, 1998 The Board of Directors Union Texas Petroleum Holdings, Inc. 1330 Post Oak Boulevard Houston, Texas 77056 Members of the Board: Atlantic Richfield Company, a Delaware corporation ("Parent"), VWK Acquisition Corp., a...Union Texas Petroleum Holdings Inc • May 8th, 1998 • Crude petroleum & natural gas
1 NationsBank Tel 713 247-6160 Energy Finance Division Fax 713 247 6568 P. O. Box 2518 Houston, TX 77252-2518 NATIONSBANK March 24, 1997 Union Texas Britannia Limited 5th Floor Bowater House 68/114 Knightsbridge London SWIX 7LR, England Dear Sirs: We...Union Texas Petroleum Holdings Inc • April 25th, 1997 • Crude petroleum & natural gas
BADAK VI) BETWEENLNG Sale and Purchase Contract • March 13th, 1996 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas
1 ADDENDUM TO BADAK IV LNG SALES CONTRACT SUPPLY AGREEMENTSales Contract Supply Agreement • February 27th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas
BONTANG VProducers Agreement • October 27th, 1995 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • New York
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT6 Stock Purchase Agreement • February 13th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas • California
SUPPLEMENTAL MEMORANDUMSupplemental Memorandum • February 27th, 1998 • Union Texas Petroleum Holdings Inc • Crude petroleum & natural gas
