EXHIBIT 4.2
PENNZOIL-QUAKER STATE COMPANY
OFFICERS' CERTIFICATE DELIVERED PURSUANT TO
SECTION 301 OF THE INDENTURE DATED AS OF FEBRUARY 1, 1999
The undersigned, the Group Vice President, Chief Financial Officer and
Treasurer and the Corporate Secretary of Pennzoil-Quaker State Company (the
"Company"), hereby certify that:
1. This Certificate is delivered to Chase Bank of Texas, National
Association (the "Trustee"), as trustee, pursuant to Section 301 of the
Indenture dated as of February 1, 1999 between the Company and the Trustee in
connection with the Company Order dated March 30, 1999 (the "Order") for the
authentication and delivery by the Trustee of $200,000,000 aggregate
principal amount of 6 3/4% Notes due 2009 ("Notes") and $400,000,000
aggregate principal amount of 7 3/8% Debentures due 2029 ("Debentures") and,
together with the Notes, the "Debt Securities").
2. The undersigned have read Sections 103, 301 and 303 of the Indenture and
the definitions in the Indenture relating thereto.
3. The statements made herein are based either upon the personal knowledge
of the persons making this Certificate or on information, data and reports
furnished to such persons by the officers, counsel, department heads or
employees of the Company who have knowledge of the facts involved.
4. The undersigned have examined the Order, and they have examined the
covenants, conditions and provisions of the Indenture relating thereto.
5. In the opinion of the persons making this Certificate, they have made
such examination or investigation as is necessary to enable them to express
an informed opinion as to whether or not all conditions provided for in the
Indenture with respect to the Order have been complied with.
6. All conditions precedent provided in the Indenture to the authentication
by the Trustee of $200,000,000 aggregate principal amount of Notes and
$400,000,000 aggregate principal amount of Debentures have been complied
with, and such Debt Securities may be delivered in accordance with the Order
as provided in the Indenture.
7. The terms of the Debt Securities of each series (including the Form of
Debt Securities) shall be as set forth in the resolutions duly adopted by the
Pricing Committee of the Board of Directors of the Company as of March 25,
1999 (a copy of such resolutions being attached hereto as Exhibit A).
IN WITNESS WHEREOF, the undersigned have hereunto executed this Certificate
as of March 30, 1999.
/s/ David P. Alderson II
------------------------------------------------
David P. Alderson II
Group Vice President, Chief Financial Officer
and Treasurer
/s/ Linda Condit
------------------------------------------------
Linda Condit
Corporate Secretary
Exhibit A
PENNZOIL-QUAKER STATE COMPANY
Written Consent of Sole Member
of the Pricing Committee
of the Board of Directors
Pursuant to the provisions of Section 141(f) of the Delaware General
Corporation Law, the undersigned, being the sole member of the Pricing Committee
of the Board of Directors of Pennzoil-Quaker State Company, a Delaware
corporation (the "Company"), entitled to act upon the following resolutions,
hereby consents to the adoption of, approves, confirms and adopts the
resolutions attached hereto, such resolutions to be in full force and effect as
of the date hereof as if duly adopted at a special meeting of the Pricing
Committee of the Board of Directors of the Company called and held for the
purpose of considering and acting upon the same.
IN WITNESS WHEREOF, the undersigned has hereunder subscribed his name as of
the 25th day of March, 1999.
/s/ James L. Pate
----------------------------------
James L. Pate
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WHEREAS, pursuant to resolutions adopted by the Board of Directors of the
Company on December 14, 1998, this Pricing Committee was authorized, empowered
and directed, for and on behalf of the Company, to determine any and all terms
and conditions of the sale of the Securities (as defined below) and to take all
other actions necessary to effectuate the registration, issuance and sale of the
Offered Securities.
RESOLVED, that the form, terms and provisions of the Company's Registration
Statement on Form S-3 (Registration No. 333-65909), as amended, as filed with
the Securities and Exchange Commission and as declared effective as of January
25, 1999, relating to $1,000,000,000 principal amount of Securities of the
Company ("Securities"), as executed for and on behalf of the Company, be and
hereby are in all respects approved; and further
RESOLVED, that the forms, terms and provisions of the Prospectus included
in such registration statement and the Prospectus Supplement dated March 25,
1999 supplementary thereto ("Prospectus Supplement") and relating to
$200,000,000 principal amount of 6 3/4% Notes due April 1, 2009 (the "Notes")
and $400,000,000 principal amount of 7 3/8% Debentures due April 1, 2029 of the
Company (the "Debentures" and, with the Notes, the "Debt Securities") be and
hereby are in all respects approved; and further
RESOLVED, that the form, terms and provisions of the Underwriting Agreement
relating to the Debt Securities between the Company and the underwriters named
therein ("Underwriting Agreement") presented with these resolutions be and
hereby are in all respects approved in the form executed; and further
RESOLVED, that in accordance with the provisions of Section 301 of the
Indenture dated as of February 1, 1999 (the "Indenture") between the Company and
Chase Bank of Texas, National Association, as trustee ("Trustee"), there be and
hereby is created and established two series of debt securities of the Company
designated as "6 3/4% Notes due April 1, 2009" limited in aggregate principal
amount to $200,000,000 and "7 3/8% Debentures due 2029" limited in aggregate
principal amount to $400,000,000, the terms of which shall be as set forth in
Annex A hereto; and further
RESOLVED, that the form of registered Debt Securities without coupons and
the form of Trustee's authentication certificate to be endorsed on all Debt
Securities shall be substantially in the respective forms set forth in Annex A
hereto, with such changes and completions as the officers of the Company
executing such Debt Securities shall approve; and further
RESOLVED, that the entire principal amount of Notes and Debentures may be
executed at one time or from time to time by the Company and delivered to the
Trustee and shall be authenticated by the Trustee and delivered to or upon the
order of the Company signed by the Chairman of the Board, the President or any
Vice President and the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company, such Debt Securities so authenticated and
delivered thereby entitling the holders thereof to such rights, and subjecting
them to such limitations, as set forth in the Indenture and Annex A hereto; and
the officers of the
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Company hereinafter specified be and hereby are authorized, for and on behalf of
the Company, to cause to be executed, issued, authenticated and delivered Notes
and Debentures in an aggregate principal amount not to exceed $200,000,000 and
$400,000,000, respectively; and further
RESOLVED, that the Debt Securities, whether in definitive or temporary
form, shall be signed on behalf of the Company by the Chairman of the Board, the
President or any Vice President of the Company, under the corporate seal of the
Company attested by the Secretary or an Assistant Secretary; provided, that the
signature of any such officer upon the Debt Securities may be in facsimile or
may be imprinted or otherwise reproduced on the Debt Securities, the Company
hereby adopting as binding upon it the facsimile signature of any person who
shall be any such officer of the Company at the time of the execution of the
Debt Securities, irrespective of the date as of which the same shall be executed
or authenticated and notwithstanding the fact that at the time the Debt
Securities shall be authenticated or delivered or disposed of he shall have
ceased to be such officer of the Company; and provided, that the seal of the
Company may be in facsimile and may be impressed, affixed, imprinted or
otherwise reproduced on the Debt Securities; and further
RESOLVED, that the Company adopt as and for its signature on any of the
Debt Securities authorized to be executed on its behalf pursuant to the
provisions of these resolutions the facsimile signatures of James L. Pate, as
Chairman of the Board, and Linda F. Condit, Corporate Secretary, respectively,
when used and imprinted on the Debt Securities, and the Company hereby adopts as
and for its corporate seal a facsimile thereof when used and imprinted on the
Debt Securities; and further
RESOLVED, that any person, firm or corporation at any time, unaffected by
any amendment, modification or rescission of this resolution, may rely on the
facsimile signatures authorized by the preceding resolution, when imprinted on
the Debt Securities by an officer or employee of the Company, whether or not
authorized by the preceding resolution, by use of any signature machine of the
Company, or when imprinted on the Debt Securities by an officer or employee of
American Bank Note Company, whether or not authorized by it, by use of any
signature machine of such company; and any such facsimile so relied upon shall
be valid and effectual and binding on the Company as if the same had been
executed manually or by a duly authorized officer or agent of the Company acting
on its behalf; and further
RESOLVED, that the officers of the Company be and hereby are authorized and
empowered, for and on behalf of the Company, acting severally or jointly, to
sign, seal and deliver such papers and documents and to do or cause to be done
any or all such acts and things as they may deem necessary, appropriate or
desirable in order to enable the Company fully and promptly to perform all of
its obligations under the Underwriting Agreement; and further
RESOLVED, that the proceeds from the sale of the Debt Securities be applied
in the manner set forth under the caption "Use of Proceeds" in the Prospectus
Supplement; and further
RESOLVED, that the officers of the Company be and hereby are authorized and
empowered, for and on behalf of the Company, to take any and all action that any
such officer may
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deem necessary, appropriate or desirable in connection with making the Notes and
the Debentures eligible for trading through The Depository Trust Company (the
"DTC") or any other securities clearing agency or depository, including, without
limitation, negotiating, entering into, executing and delivering a letter
agreement with the DTC or any such agency or depository relating to the
aforesaid; and further
RESOLVED, that the officers of the Company be and hereby are authorized to
perform and to do such acts and things and to execute and file such other
documents, as in their opinion may be necessary, desirable or appropriate in
order to carry out the purposes of the foregoing resolutions.
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ANNEX A
PENNZOIL-QUAKER STATE COMPANY
6 3/4% Notes due 2009
7 3/8% Debentures due 2029
Two series of Securities are hereby established pursuant to Section 301 of
the Indenture dated as of February 1, 1999 (the "Indenture") between Pennzoil-
Quaker State Company (the "Company") and Chase Bank of Texas, National
Association (the "Trustee") as follows:
1. Each capitalized term used but not defined herein shall have the meaning
assigned to such term in the Indenture.
2. The title of the 6 3/4% Notes due 2009 shall be "6 3/4% Notes due 2009"
(the "Notes"), and the title of the 7 3/8% Debentures due 2029 shall be "7 3/8%
Debentures due 2029" (the "Debentures" and, together with the Notes, the "Debt
Securities").
3. The limit upon the aggregate principal amount of the Notes and the
Debentures that may be authenticated and delivered under the Indenture (except
for Debt Securities of such series authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Debt Securities of such
series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and
except for any Debt Securities of such series that, pursuant to Section 303 of
the Indenture, are deemed never to have been authenticated and delivered
thereunder) is $200,000,000 and $400,000,000, respectively.
4. The date on which the principal of the Notes and the Debentures is
payable shall be April 1, 2009 and April 1, 2029, respectively.
5. The rate at which the Notes shall bear interest shall be 6 3/4% per
annum, and the rate at which the Debentures shall bear interest shall be 7 3/8%
per annum. The date from which interest shall accrue for the Debt Securities of
each series shall be March 30, 1999. The Interest Payment Dates on which such
interest shall be payable shall be April 1 and October 1 of each year,
commencing October 1, 1999. The Regular Record Date for interest payable on the
Debt Securities on any Interest Payment Date shall be the March 15 or September
15, as the case may be, next preceding such Interest Payment Date. No additional
amounts with respect to the Debt Securities shall be payable.
6. The place or places where the principal of, premium (if any) on and
interest on the Debt Securities shall be payable shall be the office or agency
of the Company maintained for that purpose, initially the Corporate Trust Office
of the Trustee, in Houston, Texas, and any other office or agency maintained by
the Company for such purpose or, at the option of the Holder, in the Borough of
Manhattan, The City of New York, New York. Payments in respect of Debt
Securities in the form of global Securities (including principal, premium, if
any, and interest) shall be made by wire transfer of immediately available funds
to the accounts specified by the Holder of such Debt
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Securities. In all other cases, at the option of the Company, payment of
interest on any Debt Securities may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register for such Debt Securities.
7. The Debt Securities are subject to redemption, in whole or in part, at
any time and from time to time, at the option of the Company, upon not less than
30 nor more than 60 days' prior notice as provided in the Indenture, on any
Redemption Date at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Debt Securities to be redeemed and (ii) the sum of the
present values of the Remaining Scheduled Payments thereon, discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 25 basis points for the Notes
and 35 basis points for the Debentures, in each case plus accrued interest
thereon to the Redemption Date. Notice of intention to redeem the Debt
Securities in whole or in part shall be given in accordance with Section 1104 of
the Indenture.
"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semi-annual equivalent yield to maturity (computed as of the
second Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes or the Debentures that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes or the Debentures, as applicable.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) as of the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (a) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (b) if the Company obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Reference Treasury Dealer" means each of Chase Securities Inc. (and its
successors), Lehman Brothers, Inc. (and its successors), Merrill Lynch, Pierce,
Fenner & Smith Incorporated (and its successors) and, at the option of the
Trustee two other nationally recognized investment banking firms that are
Primary Treasury Dealers specified from time to time by the Company; provided,
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however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another nationally recognized investment
banking firm that is a Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by such Reference Treasury Dealer as of 3:30 p.m., New
York time, on the third Business Day preceding such Redemption Date.
"Remaining Scheduled Payments" means, with respect to each Debt Security to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related Redemption Date but for
such redemption; provided, however, that, if such Redemption Date is not an
Interest Payment Date with respect to such Debt Security, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such Redemption Date.
8. The Company shall have no obligation to redeem, purchase or repay Debt
Securities pursuant to any mandatory redemption, sinking fund or analogous
provisions or at the option of a Holder thereof.
9. The Depository Trust Company is hereby designated as the Depositary with
respect to any global Debt Securities.
10. In addition to the conditions set forth in Section 401 of the
Indenture, the right of the Company to satisfy the Indenture to the extent set
forth in Section 401 of the Indenture shall be subject to the condition that the
Company has delivered to the Trustee an Opinion of Counsel (as defined in the
Indenture) that the satisfaction and discharge pursuant to Section 401 of the
Indenture will not cause the Holders of the Debt Securities to recognize income,
gain or loss for United States federal income tax purposes.
In addition to the conditions set forth in Section 403 of the Indenture,
the right of the Company to satisfy the Indenture with respect to the Debt
Securities to the extent set forth in Section 403 of the Indenture shall be
subject to the conditions that the Company shall have received from, or there
shall have been published by, the United States Internal Revenue Service a
ruling to the effect that the satisfaction and discharge to the extent set forth
in Section 403 of the Indenture will not cause the Holders of the Debt
Securities to recognize income, gain or loss for United States federal income
tax purposes.
11. So long as any of the Debt Securities are outstanding, the Company will
not, and will not permit any Material Subsidiary to pledge, mortgage,
hypothecate or grant a security interest in, or permit any Lien upon, any
property or assets owned by the Company or any Material Subsidiary to secure any
Indebtedness, without making effective provision whereby the Debt Securities
shall (so long as such other Indebtedness shall be so secured) be equally and
ratably
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secured with any and all such other Indebtedness and any other indebtedness
similarly entitled to be equally and ratably secured (including any other series
of outstanding Senior Debt Securities under the Indenture); provided, however,
that the foregoing restrictions shall not apply to nor prevent the creation or
existence of
(a) any Lien upon any property or assets (together with receivables and
intangibles related to such property or assets and the cash proceeds thereof)
created at the time of the acquisition or construction of such property or
assets by the Company or any Material Subsidiary or within one year after such
time to secure all or a portion of the purchase price or construction costs (or
Indebtedness incurred to finance such purchase price or construction costs) for
such property or assets;
(b) any Lien upon any property or assets (together with receivables and
intangibles related to such property or assets and the cash proceeds thereof),
existing thereon at the time of the acquisition thereof by the Company or any
Material Subsidiary (whether or not the obligations secured thereby are assumed
by the Company or any Subsidiary);
(c) any Lien upon any property or assets (together with receivables and
intangibles related to such property or assets and the cash proceeds thereof),
whenever acquired, of any Person that becomes a Material Subsidiary after the
date hereof, provided that (i) the instrument creating such Lien shall be in
effect prior to the time such Person becomes a Material Subsidiary and (ii) such
Lien shall only apply to properties or assets (together with receivables and
intangibles related to such property or assets and the cash proceeds thereof)
owned by such Person at the time it becomes a Material Subsidiary or thereafter
acquired by it from sources other than the Company or another Material
Subsidiary;
(d) any extension, renewal or refunding of any Lien permitted by clauses
(a), (b) or (c) above on substantially the same property or assets theretofore
subject thereto;
(e) any Lien in favor of the Company and any Lien created or assumed by a
Subsidiary in favor of another Subsidiary;
(f) any Lien created or assumed by the Company or a Material Subsidiary in
connection with the issuance of debt securities the interest on which is
excludable from gross income of the holder of such security pursuant to the
Internal Revenue Code of 1986, as amended, for the purpose of financing, in
whole or in part, the acquisition or construction of property or assets to be
used by the Company or a Subsidiary;
(g) any Lien existing in connection with any sale, securitization or
monetization of receivables or other rights to receive payment of the Company
and any of its Subsidiaries, so long as such sale, securitization or
monetization is treated as a sale pursuant to applicable financial accounting
standards; or
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(h) any Lien securing any Indebtedness in an amount which, together with
all other Indebtedness secured by a Lien that is not otherwise permitted under
the terms of clauses (a), (b), (c), (d), (e) or (f) above does not at the time
of the incurrence of the Indebtedness so secured exceed 5% of Consolidated Net
Tangible Assets of the Company and its Material Subsidiaries as shown on a
balance sheet as of the date of the balance sheet contained in the Company's
most recent periodic report in Form 10-K or 10-Q filed with the Commission prior
to the date of such incurrence.
"Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under generally accepted accounting
principles, and the amount of such obligations shall be the capitalized amount
thereof determined in accordance with generally accepted accounting principles.
"Consolidated Net Tangible Assets" means the total amount of assets,
including all cash received from asset sales during the 12 months prior to the
date of determination to the extent that such cash has not been reinvested, of
the Company and its Subsidiaries on a consolidated basis (less applicable
reserves and other properly deductible items) after deducting therefrom (a) all
current liabilities (excluding any which are, by their terms, extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (b) all
goodwill, trade names, trademarks, patents, unamortized debt premium or discount
and expense and other like intangible assets, determined in accordance with
generally accepted accounting principles.
"Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or
obligation; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.
"Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or
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services (excluding current accounts payable incurred in the ordinary course of
business), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person
of Indebtedness or others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.
"Lien" means (x) with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset and (b) the interest of a vendor or a lessor under any
conditional sale agreement or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset, and (y) the interest of the lessor under a lease incurred after
the date hereof with a term of three years or more that should be, in accordance
with generally accepted accounting principles, recorded as a capital lease.
"Material Subsidiary" means each of (a) any Subsidiary of the Company whose
percentage of the Consolidated Net Tangible Assets represented by such
Subsidiary's portion of such Consolidated Net Tangible Assets (after
intercompany eliminations) exceeds 10% as of the end of the most recently-
completed fiscal quarter, and (b) any other Subsidiary which at the time shall
have been designated by the Company as a Material Subsidiary in an officers'
certificate delivered to the Trustee for such purpose.
"Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.
"Subsidiary" means, with respect to the Company at any date, any
corporation, limited liability company, partnership, association or other entity
the accounts of which would be consolidated with those of the Company in the
Company's consolidated financial statements if such financial statements were
prepared in accordance with generally accepted accounting principles as of such
date, as well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise controlled, by the Company or one or more subsidiaries of
the Company or by the Company and one or more subsidiaries of the Company.
12. The Debt Securities and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit 1 hereto (the "Form of Debt
Securities").
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EXHIBIT 1
[FACE OF SECURITY]
[This Security is a global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depository or a
nominee of a Depository. This Security is exchangeable for Securities
registered in the name of a Person other than the Depository or its nominee only
in the limited circumstances described in or pursuant to the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by
the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository) may be registered except
in such limited circumstances. The Depository Trust Company, a New York
corporation ("DTC"), shall act as the Depositary until a successor shall be
appointed by the Company and the Security Registrar. Unless this certificate is
presented by an authorized representative of DTC to the Issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as may be requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or
such other entity as may be requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.]*
Number ___________ $___________
PENNZOIL-QUAKER STATE COMPANY
[___% NOTE DUE 2009] [___% DEBENTURE DUE 2029]
CUSIP ___________
PENNZOIL-QUAKER STATE COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which
includes any successor Person under the Indenture hereinafter referred to), FOR
VALUE RECEIVED, hereby PROMISES TO PAY TO _________________________________, or
registered assigns, the principal sum of ______________________ Dollars[, or
such greater or lesser amount as is indicated on the Schedule of Exchanges of
Securities hereto,]* on _____________, [2009] [2029], and to pay interest
thereon from _____________, 1999 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually on
_____________ and _____________ in each year, commencing ______________, 1999,
at the rate of [___%] [___%] per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually
- -------------
* To be included in a global Security.
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paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest payment, which shall be the _____________
or _____________ (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.
Payment of the principal of and premium, if any, and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in Houston, Texas, or, at the option of the Holder, in the Borough of
Manhattan, The City of New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts. Payments in respect of this Security, if in the
form of a global Security, shall be made by wire transfer of immediately
available funds to the accounts specified by the Holder of this Security. In
all other cases, at the option of the Company, payment of interest on this
Security may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
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Dated:
PENNZOIL-QUAKER STATE COMPANY
[SEAL] By:
---------------------------------
Name:
Title:
Attest:
- ---------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
By _________________________
Authorized Officer
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[REVERSE OF SECURITY]
PENNZOIL-QUAKER STATE COMPANY
[___% NOTE DUE 2009] [___% DEBENTURE DUE 2029]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of February 1, 1999 (herein called the
"Indenture"), between the Company and Chase Bank of Texas, National Association
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
[$___,000,000] [$___,000,000].
The Securities of this series shall be subject to redemption at the
option of the Company prior to maturity as set forth pursuant to the Indenture.
The Securities of this series shall not be subject to a sinking fund
requirement.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of all the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of all
Securities at the time Outstanding to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of this series at the time Outstanding, on
behalf of the Holders of all Securities of this series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written requests, and
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offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the Holders of a majority
in principal amount of the Outstanding Securities of this series a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof for the enforcement of payment of the
principal of or interest on this Security on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - _____________
TEN ENT - as tenants by entireties (Cust)
JT TEN - as joint tenants with
right of survivorship and not as Custodian for____________________
tenants in common (Minor)
under Uniform Gifts to Minors
Act of_________________________
(State)
Additional abbreviations may also be used though not in the above list.
-------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of assignee
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
- -------------------------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated
------------------------------ ------------------------------
Registered Holder
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SCHEDULE OF EXCHANGES OF SECURITIES*
The following exchanges of a part of this global Security for other Securities
have been made:
Amount of Principal Amount
Amount of Increase in of this Global Signature of
Decrease in Principal Principal Amount Security following authorized officer
Date of Amount of this of this such decrease of Trustee or
Exchange Global Security Global Security (or increase) Security Custodian
- -------------- --------------------- ------------------- --------------------- -------------------
________________
* To be included in a global Security.
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