EXHIBIT 1.1
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CHEVRONTEXACO CORPORATION
DEBT SECURITIES
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
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CHEVRONTEXACO CORPORATION
DEBT SECURITIES
UNDERWRITING AGREEMENT STANDARD PROVISIONS
From time to time, ChevronTexaco Corporation, a Delaware corporation
("ChevronTexaco"), may enter into one or more underwriting agreements that
provide for the sale of certain debt securities (the "Securities"), to the
purchaser or purchasers named therein (collectively, the "Underwriters"). The
standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (the "Underwriting Agreement"). The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
referred to as this "Agreement." Capitalized terms not otherwise defined in this
Agreement shall have the respective meanings given them in the Indenture (as
hereinafter defined).
The terms governing the issuance and sale of any particular series of
Securities shall be as provided in the applicable Underwriting Agreement (with
respect to each Underwriting Agreement, such series of Securities are herein
referred to as the "Designated Securities") and in the Indenture (the
"Indenture") dated as of between ChevronTexaco and , as
Trustee (the "Trustee").
SECTION 1. ISSUANCE OF DESIGNATED SECURITIES. Sales of the Designated
Securities may be made from time to time to the Underwriters of the Designated
Securities. Any firm or firms designated as the representative or
representatives, as the case may be, of the Underwriters of the Designated
Securities in the Underwriting Agreement relating thereto will act as the
representative or representatives (collectively, the "Representatives"). The
obligation of ChevronTexaco to issue and sell any of the Designated Securities
and the obligation of any Underwriters to purchase any of the Designated
Securities shall be evidenced by the Underwriting Agreement with respect to the
Designated Securities specified therein. Each Underwriting Agreement shall
specify the aggregate principal amount of the Designated Securities, the public
offering price of the Designated Securities, the purchase price to the
Underwriters of the Designated Securities, the names of the Underwriters of the
Designated Securities, the name of the Representatives, if any, of such
Underwriters, the principal amount of the Designated Securities to be purchased
by each Underwriter and the terms of any Delayed Delivery Contract (as
hereinafter defined), and shall set forth the date, time and manner of delivery
of the Designated Securities and payment therefor. The Underwriting Agreement
shall also specify, to the extent not set forth in the Registration Statement
and Prospectus (each as hereinafter defined) with respect thereto, the general
terms of the Designated Securities. An Underwriting Agreement shall be in
writing (which may be in counterparts), and may be evidenced by an exchange of
facsimile transmissions or any other transmission device designed to produce a
written record of communications transmitted. The obligations of the
Underwriters under each Underwriting Agreement shall be several and not joint.
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If ChevronTexaco agrees, the Underwriters may solicit offers to
purchase the Designated Securities pursuant to delayed delivery contracts
("Delayed Delivery Contracts") in a form agreed upon by ChevronTexaco. The
Underwriters shall be paid their specified commission for Delayed Delivery
Contracts upon the full performance of the Delayed Delivery Contracts. If the
Delayed Delivery Contracts are invalid or are not fully performed, then the
Underwriters shall not be entitled to any compensation for their efforts in
securing such Delayed Delivery Contracts.
If the Delayed Delivery Contracts are executed, valid and fully
performed, the Designated Securities delivered pursuant to them shall be
deducted from the Designated Securities to be purchased by the Underwriters and
the aggregate principal amount of Designated Securities to be purchased by each
Underwriter shall be reduced pro rata in proportion to the principal amount of
Designated Securities set forth opposite each Underwriter's name in the
Underwriting Agreement, except to the extent that the Underwriters or the
Representatives, as the case may be, determine that such reduction shall be
otherwise than in such proportion and so advise ChevronTexaco in writing;
provided, however, that the total principal amount of securities to be purchased
by all Underwriters shall be the aggregate principal amount set forth in the
appropriate schedule thereto, less the aggregate principal amount of Designated
Securities to be delivered pursuant to the delayed delivery provisions.
SECTION 2. REPRESENTATIONS AND COVENANTS. ChevronTexaco represents to,
and covenants with, each Underwriter that:
(a) A registration statement on Form S-3 (Registration
No. ), including a prospectus, relating to the Securities of
ChevronTexaco has been filed with the Securities and Exchange
Commission (the "Commission") in accordance with applicable
regulations of the Commission under the Securities Act of 1933, as
amended (the "Act"), and has become effective under the Act. Such
registration statement, as amended to the date of this Agreement, is
hereinafter referred to as the "Registration Statement," and such
prospectus as proposed to be supplemented by a prospectus supplement
(the "Prospectus Supplement") relating to the Designated Securities to
be filed pursuant to Rule 424 under the Act is hereinafter referred to
as the "Prospectus." Any reference herein to the Registration
Statement or the Prospectus shall be deemed to refer to and include
the documents which were filed under the Securities Exchange Act of
1934 (the "Exchange Act") on or before the date of this Agreement, and
incorporated by reference in the Prospectus pursuant to Item 12 of
Form S-3, excluding any documents or portions of such documents which
are deemed under the rules and regulations of the Commission under the
Act not to be incorporated by reference; and any reference herein to
the terms "amend," "amendment" or "supplement" with respect to the
Registration Statement or the Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act deemed
to be incorporated therein by reference after the date of this
Agreement.
(b) The Registration Statement and the Prospectus conform, and
any amendments thereof and supplements thereto relating to the
Designated Securities will conform, in all material respects to the
requirements of the Act and the rules and regulations of the
Commission thereunder, each document filed pursuant to the Exchange
Act and incorporated by reference in the Prospectus complied when so
filed as to form with the Exchange Act and the rules and regulations
thereunder, the Indenture conforms in all material respects to the
requirements of the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act") and the rules and regulations of the Commission
thereunder, and none of the above listed documents included or will
include any untrue statement of a material fact or omitted or will
omit to state any material fact required to be
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stated therein or necessary to make the statements therein not
misleading; provided, however, that ChevronTexaco makes no
representations as to (i) that part of the Registration Statement
which shall constitute the Trustee's Statement of Eligibility and
Qualifications (Form T-1) under the Trust Indenture Act or (ii) any
statements or omissions made in reliance upon and in conformity with
information furnished to ChevronTexaco by or on behalf of any
Underwriter for use in connection with the preparation of such
documents.
SECTION 3. DELIVERY AND PAYMENT. Delivery of and payment for the
Designated Securities (except for Designated Securities to be delivered under
Delayed Delivery Contracts) shall be made at the place, on the date and at the
time specified in the Underwriting Agreement (the "Closing Date"), which Closing
Date may be postponed by agreement between the Underwriters or the
Representatives, as the case may be, and ChevronTexaco. Delivery of the
Designated Securities shall be made to the Underwriters or, if appropriate, the
Representatives for the respective accounts of the Underwriters, in either case,
against payment by the Underwriters directly or through the Representatives of
the purchase price thereof to or upon the order of ChevronTexaco by either wire
transfer of immediately available funds or by certified or official bank check
or checks payable in New York Clearing House funds, unless otherwise agreed in
the Underwriting Agreement. Unless issued in Global Form, certificates for the
Designated Securities shall be registered in such names and in such
denominations as the Underwriters or, if appropriate, the Representatives may
request in writing not less than three full business days in advance of the
Closing Date. If issued as Global Securities, the Designated Securities shall be
issued in the form and registered to the Depository or its order, all as
provided in the Indenture.
If so requested by the Underwriters or the Representatives, as the
case may be, ChevronTexaco agrees to have the Designated Securities available
for inspection, checking and packaging in New York, New York, at least one
business day prior to the Closing Date.
SECTION 4. OFFERING BY UNDERWRITERS. It is understood that the
Underwriters propose to offer the Designated Securities for sale to the public
upon the terms and conditions set forth in the Prospectus.
SECTION 5. AGREEMENTS. ChevronTexaco agrees with the Underwriters
that:
(a) ChevronTexaco will cause the Prospectus Supplement to be
filed pursuant to Rule 424 under the Act and will promptly advise the
Underwriters or the Representatives, as the case may be, when the
Prospectus Supplement has been so filed, and prior to the termination
of the offering of the Designated Securities will promptly advise such
Underwriters or Representatives (i) when any amendment to the
Registration Statement has become effective or any further supplement
to the Prospectus has been filed, (ii) of any request by the
Commission for any amendment of the Registration Statement or the
Prospectus or for any additional information, (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose and (iv) of the receipt by ChevronTexaco
of any notification with respect to the suspension of the
qualification of the Designated Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose. ChevronTexaco will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof. ChevronTexaco will not file any
amendment to the Registration Statement or supplement to the
Prospectus relating to the Designated Securities unless it has
furnished the Underwriters or the Representatives, as the case may be,
a copy prior
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to filing and will not file any such proposed amendment or supplement
to which such Underwriters or Representatives reasonably object.
(b) If, at any time when a prospectus relating to the Designated
Securities is required to be delivered under the Act or any other
applicable securities law, any event occurs as a result of which the
Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it
shall be necessary to amend or supplement the Prospectus to comply
with the Act or the Exchange Act or the respective rules thereunder,
ChevronTexaco will promptly notify the Underwriters or the
Representatives, as the case may be, and will promptly prepare and
file with the Commission, subject to paragraph (a) of this Section 5,
an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance.
(c) ChevronTexaco will make generally available to its security
holders and to the Underwriters or the Representatives, as the case
may be, as soon as practicable, but not later than 45 days after the
end of the 12-month period beginning at the end of the fiscal quarter
of ChevronTexaco during which the filing of the Prospectus Supplement
pursuant to Rule 424 under the Act first occurs (except not later than
90 days if such filing date is in the last fiscal quarter), an
earnings statement (which need not be audited) of ChevronTexaco and
its consolidated subsidiaries, covering such 12-month period, which
will satisfy the provisions of Section 11(a) of the Act.
(d) ChevronTexaco will furnish to the Underwriters or the
Representatives, as the case may be, and counsel for such Underwriters
or Representatives copies of the Registration Statement (including, if
requested, the exhibits thereto and the documents incorporated by
reference in the Prospectus) and each amendment or supplement thereto
relating to the Designated Securities which is thereafter filed
pursuant to paragraph (a) or (b) of this Section 5 and to each
Underwriter, so long as delivery of a prospectus by an Underwriter or
dealer may be required by the Act or other applicable securities laws,
as many copies of the Prospectus and any amendments thereof and
supplements thereto, relating to the Designated Securities, as such
Underwriters may reasonably request.
(e) ChevronTexaco will pay (i) all expenses incurred by it in
the performance of its obligations under this Agreement, (ii)
reasonable fees charged for rating the Designated Securities and for
preparing a Blue Sky and Legal Investment Memorandum with respect to
the sale of the Designated Securities and (iii) the expenses of
printing or otherwise producing and delivering the Designated
Securities, the documents specified in paragraph (d) of this Section 5
and any Blue Sky and Legal Investment Memorandum.
(f) ChevronTexaco will use its best efforts to arrange and pay
for the qualification of the Designated Securities for sale under the
laws of such jurisdictions as the Underwriters or the Representatives,
as the case may be, may designate and to maintain such qualifications
in effect so long as required for the distribution of the Designated
Securities; provided, however, that ChevronTexaco shall not be
required to qualify to do business in any jurisdiction where it is not
now qualified or to take any action which would subject it to general
or unlimited service of process in any jurisdiction where it is not
now so subject.
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(g) If the sale of the Designated Securities provided for in an
Underwriting Agreement is not consummated by reason of any failure,
refusal or inability on the part of ChevronTexaco to perform any
agreement on its part to be performed (except for any failure so to
perform on the part of ChevronTexaco engendered by a failure, refusal
or inability on the part of the Underwriters or any Representatives to
perform any agreement on their part to be performed) or the failure of
any condition set forth in Section 6, ChevronTexaco will reimburse the
several Underwriters who are named in such Underwriting Agreement for
all reasonable out-of-pocket disbursements incurred by the
Underwriters in connection with their investigation, marketing and
preparing to market the Designated Securities, and upon such
reimbursement ChevronTexaco shall have no further liability to the
Underwriters except as provided in Section 7.
(h) During the period beginning on the date of this Agreement
and terminating on the earlier of (i) the Closing Date or (ii) the
date of notice to ChevronTexaco by the Underwriters or the
Representatives, as the case may be, of the termination of trading
restrictions, if any, with respect to the Designated Securities
imposed by any Agreement among Underwriters, ChevronTexaco will not
offer, sell, contract to sell or otherwise dispose of any debt
securities of ChevronTexaco substantially similar to the Designated
Securities covered by this Agreement, without the prior written
consent of such Underwriters or Representatives.
SECTION 6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the Underwriters to purchase the Designated Securities shall be
subject to the accuracy of the representations on the part of ChevronTexaco
contained herein as of the date hereof and the Closing Date, to the performance
by ChevronTexaco of its obligations hereunder and to the following additional
conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted and be pending or threatened
as of the Closing Date;
(b) Pillsbury Winthrop LLP, counsel for ChevronTexaco, shall
have furnished to the Underwriters or the Representatives, as the case
may be, their opinion, dated the Closing Date, substantially in the
form attached hereto as Exhibit A;
(c) The Underwriters or the Representatives, as the case may be,
shall have received from counsel for the Underwriters such opinion or
opinions, dated the Closing Date, with respect to such matters as such
Underwriters or Representatives may reasonably require;
(d) ChevronTexaco shall have furnished to the Underwriters or
the Representatives, as the case may be, a certificate, dated the
Closing Date, of ChevronTexaco, signed by one or more officers of
ChevronTexaco, to the effect that the signer of such certificate has
carefully examined the Registration Statement, the Prospectus and this
Agreement and that:
(1) The representations of ChevronTexaco in this Agreement
are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date,
and ChevronTexaco has complied with all the agreements and
satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;
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(2) No stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted and are pending or, to his or
her knowledge, threatened as of such date; and
(3) Since the date of the most recent financial statements
included in the Prospectus, there has been no material adverse
change in the condition (financial or otherwise) of ChevronTexaco
and its consolidated subsidiaries, taken as a whole, nor any
material increase in the debt of ChevronTexaco Corporation and
its consolidated subsidiaries, except as set forth in or
contemplated by the Prospectus or as described in the
certificate.
(e) The Underwriters or the Representatives, as the case may be,
shall have received from PricewaterhouseCoopers LLP a letter, dated
the Closing Date, which letter shall be in form as may be agreed upon
among such Underwriters or Representatives, ChevronTexaco and
PricewaterhouseCoopers LLP, and shall cover such matters as may be
reasonably requested by such Underwriters or Representatives.
(f) Prior to the Closing Date, ChevronTexaco shall have
furnished to the Underwriters or the Representatives, as the case may
be, such further information, certificates and documents as they may
reasonably request.
(g) Subsequent to the date hereof, there shall not have occurred
any change, or any development involving a prospective change, in or
affecting the business or properties of ChevronTexaco and its
subsidiaries considered as a whole which the Underwriters or the
Representatives, as the case may be, conclude, in their judgment,
after consultation with ChevronTexaco, materially impairs the
investment quality of the Designated Securities so as to make it
impractical or inadvisable to proceed with the public offering or the
delivery of the Designated Securities as contemplated by the
Prospectus.
SECTION 7. INDEMNIFICATION AND CONTRIBUTION.
(a) ChevronTexaco agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus, or in
any amendment thereof or supplement thereto relating to the Designated
Securities, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party for any legal or
other expenses reasonably incurred by them, as so incurred, in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that ChevronTexaco
will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with
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information furnished in writing to ChevronTexaco by or on behalf of
any Underwriter through the Underwriters or the Representatives, as
the case may be, for use in connection with the preparation thereof.
This indemnity agreement will be in addition to any liability which
ChevronTexaco may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless ChevronTexaco, each of its directors, each of its officers
who signs the Registration Statement, and each person who controls
ChevronTexaco within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from ChevronTexaco
to each Underwriter, but only with reference to information furnished
in writing to ChevronTexaco by or on behalf of such Underwriter
directly or through the Underwriters or the Representatives, as the
case may be, for use in the preparation of the documents referred to
in the foregoing indemnity. This indemnity agreement will be in
addition to any liability which any Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 7, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case any
such action is brought against any indemnified party, and it notifies
the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein, and to the extent that
it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified
party, to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided that, if the defendants in any such
action include both the indemnified party and the indemnifying party,
and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties
which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the
right to select separate counsel, to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel, approved by the
representatives representing the indemnified parties who are parties
to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if clause (i) or
(iii) is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this
Section 7 is due in accordance with its terms but is for any reason
held by a court to be unavailable from ChevronTexaco or the
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Underwriters on grounds of policy or otherwise, ChevronTexaco and the
Underwriters shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) to which
ChevronTexaco or one or more of the Underwriters may be subject in
such proportion so that the Underwriters are responsible for that
portion represented by the percentage that the underwriting discount
appearing on the cover page of the Prospectus bears to the public
offering price appearing thereon and ChevronTexaco is responsible for
the balance; provided that (y) in no case shall any Underwriter
(except as may be provided in any agreement among underwriters
relating to the offering of the Designated Securities) be responsible
for any amount in excess of the underwriting discount applicable to
the Designated Securities purchased by such Underwriter hereunder and
(z) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person who
controls an Underwriter within the meaning of either the Act or the
Exchange Act shall have the same rights to contribution as such
Underwriter, and each person who controls ChevronTexaco within the
meaning of either the Act or the Exchange Act, each officer of
ChevronTexaco who shall have signed the Registration Statement and
each director of ChevronTexaco shall have the same rights to
contribution as ChevronTexaco, subject in each case to clause (y) of
this paragraph (d). Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this
paragraph (d), notify such party or parties from whom contribution may
be sought, but the omission to so notify in writing such party or
parties shall not relieve the party or parties from whom contribution
may be sought from any other obligation it or they may have hereunder
or otherwise than under this paragraph (d).
SECTION 8. TERMINATION. This Agreement shall be subject to termination
in the absolute discretion of the Underwriters or the Representatives, as the
case may be, by written notice given to ChevronTexaco prior to delivery of and
payment for the Designated Securities, if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have been suspended or
materially limited, (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 calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the reasonable
judgment of such Underwriters or Representatives, impracticable to market the
Designated Securities.
SECTION 9. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, indemnities and other statements of ChevronTexaco,
or its officers and of the Underwriters and/or any Representatives set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter,
ChevronTexaco or any of the officers, directors or controlling persons referred
to in Section 7 hereof, and will survive delivery of and payment for the
Securities. The provisions of Sections 5(e) and 7 hereof shall survive the
termination or cancellation of this Agreement.
SECTION 10. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters
shall fail to purchase and pay for any Designated Securities agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the amount
of Designated Securities set forth opposite their names in the appropriate
schedule of the Underwriting Agreement bears to the aggregate amount of
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Designated Securities set forth opposite the names of all the remaining
Underwriters) the Designated Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate amount of Designated Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the amount of Designated Securities set forth in the appropriate schedule of the
Underwriting Agreement, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the
Designated Securities, and if such nondefaulting Underwriters do not purchase
all the Designated Securities, this Agreement will terminate without liability
to any nondefaulting Underwriter or ChevronTexaco. In the event of a default by
any Underwriter as set forth in this Section 10, the Closing Date shall be
postponed for such period, not exceeding seven days, as the Underwriters or the
Representatives, as the case may be, shall determine in order that the required
changes in the Registration Statement and the Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to
ChevronTexaco and any nondefaulting Underwriter for damages occasioned by its
default hereunder.
SECTION 11. SUCCESSORS. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7 hereof,
and no other person will have any right or obligation hereunder.
SECTION 12. APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
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EXHIBIT A
[FORM OF PILLSBURY WINTHROP LLP OPINION]
[Date]
Underwriter[s]
Gentlemen and Mesdames:
We have acted as counsel to ChevronTexaco Corporation, a Delaware
corporation ("ChevronTexaco"), in connection with your purchase from
ChevronTexaco of $ ,000,000 in aggregate principal amount of its [Securities]
Due (the "Securities"). Such purchase is made pursuant to the Underwriting
Agreement dated (the "Underwriting Agreement") among
ChevronTexaco and [you, the Underwriter[s]] [the underwriters named therein, for
whom you are acting as representative[s]]. The Securities are being issued under
an Indenture dated as of (the "Indenture") among ChevronTexaco
and , as trustee (the "Trustee"). This opinion is furnished
pursuant to Section 6(b) of the Underwriting Agreement. Terms defined in the
Indenture have the same meanings when used in this opinion.
We have examined executed copies of the Indenture, the Securities, the
Underwriting Agreement, the Registration Statement (as hereinafter defined) and
we have also examined the Prospectus (as hereinafter defined). We have also
examined such other documents and certificates of public officials and
representatives of ChevronTexaco as we have deemed necessary as a basis for the
opinions expressed herein. As to questions of fact material to such opinions, we
have, when relevant facts were not independently established, relied upon
certificates of officers or authorized representatives of ChevronTexaco and the
public filings of ChevronTexaco.
We have assumed the genuineness of all signatures and documents
submitted to us as originals, that all copies submitted to us conform to the
originals, the legal capacity of all natural persons, and as to documents
executed by entities other than ChevronTexaco, that each of such entities has
the power to enter into and perform its respective obligations thereunder, and
that such documents have been duly authorized, executed and delivered by, and
are binding upon and enforceable against, each of such entities.
We express no opinion as to the laws of any jurisdiction other than
California, New York, the Delaware General Corporation Law and the Federal laws
of the United States of America.
Based upon the foregoing and subject to the qualifications set forth
below, it is our opinion that:
1. ChevronTexaco is validly existing and in good standing under the
laws of the State of Delaware and is duly qualified and in good standing to do
business in each other state in which its ownership or leasing of properties
requires such qualification and in which a consequence of the failure to be so
qualified would be materially adverse to the business or financial condition of
ChevronTexaco and its subsidiaries taken as a whole and possesses the requisite
corporate power and authority to own its properties and conduct its business
consistent with any description thereof in the prospectus dated and
the prospectus supplement dated , filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 424(b)(2) of Regulation
C under the Securities Act of 1933, as amended (the "Act") (the prospectus and
the prospectus supplement, including the documents incorporated by reference
therein, are herein collectively referred to as the "Prospectus").
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2. The Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended.
3. The Indenture has been duly authorized, executed and delivered by
ChevronTexaco and constitutes the valid and binding obligation of ChevronTexaco,
enforceable against ChevronTexaco in accordance with its terms.
4. The Securities have been duly authorized, executed and delivered
by ChevronTexaco and constitute valid and binding obligations of ChevronTexaco,
enforceable in accordance with their respective terms.
5. The Securities will be entitled to the benefits of the Indenture.
6. The Underwriting Agreement has been duly authorized, executed and
delivered by ChevronTexaco.
7. The Registration Statement on Form S-3 (File No. )
filed by ChevronTexaco with the Commission on under Rule 415 of the
Act (such Registration Statement including the exhibits thereto and the
documents incorporated by reference therein being herein collectively referred
to as the "Registration Statement") has become effective under the Act, and, to
the best of our knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Act, and, except as may
be otherwise indicated in the Prospectus or required by the blue sky or
securities laws of jurisdictions in which the Securities are offered or sold, no
further authorization, consent, approval of or filing with any Federal or state
governmental or regulatory body is required to be obtained by ChevronTexaco in
connection with the execution, delivery and performance of the terms of the
Underwriting Agreement, the Indenture or the Securities or the offer and sale of
the Securities as described in the Prospectus, and the execution, delivery and
performance of the terms of the Underwriting Agreement, the Indenture and the
Securities by ChevronTexaco will not contravene any provision of the Restated
Certificate of Incorporation, as amended, or By-Laws of ChevronTexaco, any
Federal law or regulation or, to the best of our knowledge, any applicable state
law or any material agreement or instrument binding upon ChevronTexaco.
8. The Registration Statement and the Prospectus comply as to form in all
material respects with the requirements of the Act and the rules and regulations
of the Commission thereunder; each document filed by ChevronTexaco under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in the Prospectus complied as to form in all material
respects when so filed with the requirements of the Exchange Act and the rules
and regulations of the Commission thereunder; the statements in the Prospectus
with respect to the terms of the Indenture and the Securities fairly summarize
the terms of such instruments and to the best of our knowledge there are no
other agreements or instruments required to be described or referred to in the
Registration Statement which have not been described or referred to therein; and
while we have not ourselves checked the accuracy or completeness of, or
otherwise verified the information furnished in the Registration Statement, we
have considered the information required to be furnished therein and have
generally reviewed and had discussions with certain officers and employees of
ChevronTexaco concerning the information so furnished, whether or not subject to
our checking and verification, and on the basis of such consideration, review
and discussions, but without independent checking or verification, we have no
reason to believe that the Registration Statement or the Prospectus, as of
, contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were made,
not misleading or that the Registration Statement or the Prospectus, as of
, contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were made,
not misleading; it being understood that with respect to the matters covered by
this paragraph 8, we express no opinion as to the financial statements or other
financial or numerical data contained in the Registration
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Statement or the Prospectus.
The opinions set forth in the foregoing are subject to the following
qualifications:
(a) Our opinions in paragraphs 3 and 4 are subject to and limited by:
(i) the effect of applicable bankruptcy, insolvency, fraudulent conveyance
transfer, reorganization, receivership, conservatorship, arrangement, moratorium
or other laws affecting or relating to the rights of creditors generally; (ii)
the rules governing the availability of specific performance, injunctive relief
or other equitable remedies and general principles of equity, regardless of
whether considered in a proceeding in equity or at law; (iii) requirements of
reasonableness, good faith and fair dealing and the effect of court decisions
invoking statutes or principles of equity, which have held that certain
covenants and provisions of agreements are unenforceable where the breach of
such covenants or provisions imposes restrictions or burdens upon a borrower,
and it cannot be demonstrated that the enforcement of such restrictions or
burdens is necessary for the protection of the creditor, or which have held that
the creditor's enforcement of such covenants or provisions under the
circumstances would have violated the creditor's covenants of good faith and
fair dealing implied under California law, and (iv) the effect of California
statutes and rules of law which cannot be waived prospectively by a borrower.
(b) Whenever a statement herein is qualified by "known to us", "to
our knowledge" or similar phrase, it indicates that in the course of our
representation of ChevronTexaco no information that would give us current actual
knowledge of the inaccuracy of such statement has come to the attention of the
attorneys in this firm who have rendered legal services in connection with this
transaction, including the principal partners of this firm who are familiar with
matters relating to ChevronTexaco. We have not made any independent
investigation to determine the accuracy of such statement, except as expressly
described herein. No inference as to our knowledge of any matters bearing on the
accuracy of such statement should be drawn from the fact of our representation
of ChevronTexaco in other matters in which such attorneys are not involved.
This opinion is rendered by us as counsel for ChevronTexaco solely for
your benefit in connection with the transaction referred to herein and may not
be relied upon by you in connection with any other transaction and may not be
relied upon by any other person without our prior written consent.
Very truly yours,
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