NINTH SUPPLEMENTAL INDENTURE, dated as of , 2021 (this “Ninth Supplemental Indenture”), between NOBLE ENERGY, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore delivered to the Trustee an Indenture dated as of February 27, 2009, as amended and supplemented by the First Supplemental Indenture, dated as of February 27, 2009, the Second Supplemental Indenture, dated as of February 18, 2011, the Third Supplemental Indenture, dated as of December 8, 2011, the Fourth Supplemental Indenture, dated as of November 8, 2013, the Fifth Supplemental Indenture, dated as of November 7, 2014, the Sixth Supplemental Indenture, dated as of July 29, 2015, the Seventh Supplemental Indenture, dated as of August 15, 2017, and the Eight Supplemental Indenture, dated as of October 1, 2019, and as further amended and supplemented hereby (the “Indenture”), under which the Company has issued (i) $650,000,000 of its 3.900% Notes due 2024, (ii) $600,000,000 of its 3.850% Notes due 2028, (iii) $500,000,000 of its 3.250% Notes due 2029, (iv) $850,000,000 of its 6.000% Notes due 2041, (v) $1,000,000,000 of its 5.250% Notes due 2043, (vi) $850,000,000 of its 5.050% Notes due 2044, (vii) $500,000,000 of its 4.950% Notes due 2047, and (viii) $500,000,000 of its 4.200% Notes due 2049 ((i) through (viii) together, the “Debt Securities”);
WHEREAS, Section 12.02 of the Indenture provides, among other things, that, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may, subject to certain exceptions noted therein, enter into a supplemental indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any provisions of the Indenture.
WHEREAS, Chevron U.S.A. Inc. and Chevron Corporation (together, “Chevron”) have solicited consents from the holders of the Debt Securities to effect certain proposed amendments (the “Proposed Amendments”) to the Indenture as set forth in Section 2 of this Ninth Supplemental Indenture and as described in the prospectus, dated as of December , 2020, filed with the Securities and Exchange Commission and forming part of Chevron’s Registration Statement on Form S-4 in connection with the offers by Chevron to exchange any and all of the outstanding Debt Securities for new notes issued by Chevron U.S.A. Inc. and guaranteed by Chevron Corporation and the solicitation of consents for the Proposed Amendments.
WHEREAS, Chevron has received and caused to be delivered to the Trustee evidence of the consents from Holders of at least a majority of the outstanding aggregate principal amount of each series of the Debt Securities, as applicable, affected by this Ninth Supplemental Indenture to effect the Proposed Amendments under the Indenture with respect to the Debt Securities.
WHEREAS, the Company is authorized by a Board Resolution to enter into this Ninth Supplemental Indenture.
