EXHIBIT 4.1(a)
This First Supplement to the First Supplemental Indenture, dated as of
October 11, 1990, among Texaco Capital Inc., a Delaware corporation (the
"Company"), Texaco Inc., a Delaware corporation (the "Guarantor") and The Chase
Manhattan Bank (National Association), as Trustee (the "Trustee").
RECITALS
The Company, the Guarantor and the Trustee are parties to a First
Supplemental Indenture dated as of January 31, 1990, supplementing and restating
an Indenture dated as of August 24, 1984, (the "Supplemental Indenture"),
relating to the issuance from time to time by the Company of its Debt Securities
guaranteed by the Guarantor on terms to be specified at the time of issuance.
Capitalized terms herein, not otherwise defined, shall have the same meanings
given them in the Supplemental Indenture.
The Company and the Guarantor have requested the Trustee to join with
it in the execution and delivery of this First Supplement to the Supplemental
Indenture in order to provide for limitations on the maturities of certain
Securities.
Section 9.01 (3) of the Supplemental Indenture provides that a
Supplemental Indenture may be entered into by the Company, the Guarantor and the
Trustee, without the consent of any Holders of Securities, to amend the
Supplemental Indenture to the extent necessary to make any change that does not
adversely affect the rights of any Securityholder.
The Company and the Guarantor have determined that this First
Supplement to the Supplemental Indenture complies with said Section 9.01 and
does not require the consent of any Securityholder. On the basis of the
foregoing, the Trustee has determined that this First Supplement to the
Supplemental Indenture is in form satisfactory to it.
All things necessary to make this First Supplement to the Supplemental
Indenture a valid agreement of the Company, the Guarantor and the Trustee and a
valid supplement to the Supplemental Indenture have been done.
Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Securities issued under
the Supplemental Indenture as follows:
ARTICLE I
COVENANT
Section 1.01
With respect to any Securities issued pursuant to the Prospectus Supplement
dated October 11, 1990, to the Propectus dated February 28, 1990, and under the
terms of a Distribution Agreement dated as of October 11, 1990 among the
Company, the Guarantor, Morgan Stanley & Co. Incorporated, Salomon Brothers Inc,
and The First Boston Corporation, the Company agrees that it shall not issue
more than $300,000,000 in aggregate principal amount of Securities having a
maturity of more than four years; the Officers of the Company acting with
respect to the issuance of any such Securities shall make the determination at
the time of issuance that the Notes have been issued in accordance with the
foregoing limitation; and the delivery of an Order to the Trustee shall be
deemed to be conclusive evidence that the provisions of this First Supplement to
the Supplemental Indenture have been complied with.
ARTICLE II
GENERAL
Section 2.01
Except as supplemented herein, the Supplemental Indenture shall remain in full
force and effect as written.
Section 2.02. Duplicate Originals.
The parties may sign any number of copies of this First Supplement to the
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
(seal) TEXACO CAPITAL INC.
By: R. W. Ulrich
-----------------------
Vice President
Attest:
R. E. Koch
- -----------------------
Assistant Secretary
TEXACO INC.
By: David C. Crikelair
-----------------------
Treasurer
(seal)
Attest:
R. E. Koch
- -----------------------
Assistant Secretary
THE CHASE MANHATTAN BANK
(National Association)
As Trustee
By: R. J. Hollerin
-----------------------
Second Vice President
(seal)
Attest:
Mary Jo Clarke
- -----------------------
Assistant Secretary
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