NOBLE AFFILIATES, INC.
as Issuer
TO
U.S. TRUST COMPANY OF TEXAS, N.A.
as Trustee
First Indenture Supplement
Dated as of April 2, 1997
to
INDENTURE
Dated as of April 1, 1997
$250,000,000
8% Senior Notes Due 2027
FIRST INDENTURE SUPPLEMENT
FIRST INDENTURE SUPPLEMENT (the "First Indenture Supplement"), dated as of
April 2, 1997, between NOBLE AFFILIATES, INC., a Delaware corporation (together
with its successors and assigns as provided in the Indenture referred to below,
the "Company"), and U.S. TRUST COMPANY OF TEXAS, N.A., a national banking
association (together with its successors in trust thereunder as provided in the
Indenture referred to below, the "Trustee"), as trustee under an Indenture,
dated as of April 1, 1997, between the Company and the Trustee (the
"Indenture").
RECITALS
The Company has issued its 8% Senior Notes Due 2027 in the form attached
hereto in the aggregate principal amount of $250,000,000 (the "Senior Notes")
that may be authenticated and delivered pursuant to the Indenture and this First
Indenture Supplement.
The Company may issue in the future additional senior debt securities
pursuant to the Indenture (the "Senior Debt Securities").
Section 301 of the Indenture provides, among other things, that the
Company, when authorized by its Board of Directors, and the Trustee may at any
time and from time to time enter into an indenture supplemental to the Indenture
for the purpose of authorizing a series of Senior Debt Securities and to specify
certain terms of such series of Senior Debt Securities. The Board of Directors
of the Company has duly authorized the creation of the Senior Notes, and the
Company and the Trustee, pursuant to Section 301 of the Indenture, are executing
and delivering this First Indenture Supplement in order to provide for the
Senior Notes.
The Company has duly authorized the execution and delivery of this First
Indenture Supplement, the conditions set forth in the Indenture for the
execution and delivery of this First Indenture Supplement have been complied
with and all things necessary to make this First Indenture Supplement a valid
amendment of, and supplement to, the Indenture have been done by the Company.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein, the Company agrees with the Trustee that the Indenture is supplemental
and amended, solely to the extent and for the purposes expressed herein, for the
equal and proportionate benefit of all holders of the Senior Notes (the
"Holders"), as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Unless the context otherwise requires, the terms defined in
the Indenture shall, for all purposes of this First Indenture Supplement, have
the meanings therein defined.
SECTION 1.2. Unless the context otherwise requires, the terms defined in
this First
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Indenture Supplement (including the preamble hereof) shall, for all purposes
of the Indenture as supplemented and amended by this First Indenture
Supplement, have the meanings herein defined.
ARTICLE II
APPLICABILITY OF CERTAIN PROVISIONS
SECTION 2.1. Notwithstanding Article Eleven of the Indenture, prior to
maturity the Senior Notes will not be redeemable at the option of the Company or
otherwise.
SECTION 2.2. Notwithstanding Article Twelve of the Indenture, no Sinking
Fund will be established with respect to the Senior Notes and the Senior Notes
will not be subject to any Sinking Fund payments.
SECTION 2.3. Articles Ten and Thirteen of the Indenture shall be
applicable in their entirety to the Senior Notes.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.1. Nothing in this First Indenture Supplement, express or
implied, is intended or shall be construed to confer upon, or to give to, any
person or corporation, other than the parties hereto, their successors and
assigns, and the Holders, any right, remedy or claim under or by reason of this
First Indenture Supplement or any provision hereof; and the provisions of this
First Indenture Supplement are for the exclusive benefit of the parties hereto,
their successors and assigns, and the Holders.
SECTION 3.2. This First Indenture Supplement shall for all purposes be
deemed to be a contract made under, governed by and construed in accordance with
the laws of the State of New York.
In case any provision in this First Indenture Supplement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
If any provision of this First Indenture Supplement limits, qualifies or
conflicts with any other provision required to be included in this First
Indenture Supplement or the Indenture by the Trust Indenture Act, such other
provision which is so required to be included shall control.
SECTION 3.3. The recitals contained herein shall be taken as the
statements of the Company and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this First Indenture Supplement.
SECTION 3.4. The descriptive headings of the several Articles of this
First Indenture
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Supplement are inserted for convenience only and shall not affect the
construction hereof.
SECTION 3.5. This First Indenture Supplement may be simultaneously
executed in any number of counterparts, each of which when so executed and
delivered shall be an original; but such counterparts shall together constitute
but one and the same instrument.
SECTION 3.6. The Company represents and warrants that it is duly
authorized under all applicable laws to execute and deliver this First Indenture
Supplement and that all corporate action on its part required for the execution
and delivery of this First Indenture Supplement has been duly and effectively
taken.
[Remainder of page purposefully left blank.]
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IN WITNESS WHEREOF, the Company and the Trustee have caused this First
Indenture Supplement to be duly executed by their respective officers thereunto
duly authorized and their respective seals duly attested to be hereunto affixed
all as of the day and year first above written.
NOBLE AFFILIATES, INC.
[SEAL]
By:
-------------------------------------
Robert Kelley,
President and Chief Executive Officer
ATTEST:
- --------------------------
William D. Dickson,
Assistant Secretary
U.S. TRUST COMPANY OF TEXAS, N.A.
[SEAL]
By:
-------------------------------------
Bill Barber,
Vice President
ATTEST:
- --------------------------
Name: --------------------
Title:--------------------
STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared _________________________ and
____________________________, known to me to be the persons and officers whose
names are subscribed to the foregoing instrument and acknowledged to me that the
same was the act of the said NOBLE AFFILIATES, INC., a Delaware corporation, and
that they executed the same as the act of said corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of April, 1997.
-------------------------------------------
Notary Public in and for the State of Texas
My commission expires:
- -------------------------- -------------------------------------------
Printed Name of Notary Public
STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared ________________________ and
____________________________, known to me to be the persons and officers whose
names are subscribed to the foregoing instrument and acknowledged to me that the
same was the act of the said U.S. TRUST COMPANY OF TEXAS, N.A., a national
banking association, and that they executed the same as the act of said banking
association for the purposes and consideration therein expressed, and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of April, 1997.
-------------------------------------------
Notary Public in and for the State of Texas
My commission expires:
- -------------------------- -------------------------------------------
Printed Name of Notary Public
FORM OF DEBT SECURITIES
(NOTE)
This Senior Note is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depositary or a nominee thereof. This Security may not be transferred to, or
registered or exchanged for Securities registered in the name of, any Person
other than the Depositary or a nominee thereof and no such transfer may be
registered, except in the limited circumstances described in the Indenture.
Every Note authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, this Note shall be a Global Security subject to the
foregoing, except in such limited circumstances.
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to issuer or
its agent for registration of transfer, exchange or payment and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is 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.
NOBLE AFFILIATES, INC.
REGISTERED PRINCIPAL AMOUNT
No: 1 $250,000,000
CUSIP: __________
8% SENIOR NOTE DUE 2027
NOBLE AFFILIATES, INC., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO
HUNDRED FIFTY MILLION AND NO/100 DOLLARS on April 1, 2027 ("Stated Maturity"),
and to pay interest thereon from April 7, 1997, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
on April 1 and October 1, in each year (each, an "Interest Payment Date"),
commencing October 1, 1997, at the rate of 8% per annum, until the principal
hereof is paid or made available for payment. Interest on the Senior Notes
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months. The interest so payable, and punctually 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 Senior Note (or one or more Predecessor Securities) is
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registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 or September 15 (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 Senior Note (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 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 Senior Notes 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 interest on this Senior Note will be made
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of 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. The Company, however, may pay principal and
interest by check payable in such money. At the option of the Company, payment
of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; provided, that,
notwithstanding anything else contained herein, if this Senior Note is a Global
Security and is held in book-entry form through the facilities of the
Depositary, payments on this Senior Note will be made to the Depositary or its
nominee in accordance with the arrangements then in effect between the Trustee
and the Depositary.
Reference is hereby made to the further provisions of this Senior Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth herein.
This is one of the Securities referred to in the within-mentioned
Indenture.
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
By:
-----------------------------------
Name:
-----------------------------
Title:
-----------------------------
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NOBLE AFFILIATES, INC.
8% Senior Note Due 2027
This Senior Note is one of a duly authorized issue of Securities of the
Company designated as its 8% Senior Notes Due 2027 (herein called the "Senior
Notes"), limited in aggregate principal amount to $250,000,000, issued under an
Indenture, dated as of April 1, 1997 (herein called the "Indenture"), between
the Company and U.S. Trust Company of Texas, N.A., as Trustee (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 Senior
Notes and of the terms upon which the Senior Notes are, and are to be,
authenticated and delivered.
The Senior Notes are not subject to redemption prior to maturity and no
sinking fund is provided for the Senior Notes.
If an Event of Default with respect to the Senior Notes shall occur and be
continuing, the principal of the Senior Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of (A) the
entire indebtedness of the Senior Notes or (B) certain restrictive covenants and
Events of Default with respect to the Senior Notes, in each case upon compliance
with certain conditions set forth 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 Senior Notes 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 the Senior Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Senior Notes at the
time Outstanding, on behalf of the Holders of all the Senior Notes, 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 Senior Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Senior Note and of any Senior
Note 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 Senior Note.
The Indenture provides that no Holder of any Senior Note may enforce any
remedy under the Indenture except in the case of failure of the Trustee to act
after notice of default and after request by the Holders of not less than 25
percent in principal amount of the Outstanding Senior Notes and the offer and,
if requested, provision to the Trustee of reasonable indemnity satisfactory to
the Trustee; PROVIDED, HOWEVER, that such provision shall not prevent the Holder
hereof from enforcing payment of the principal of or interest on this Senior
Note after the same shall have become due.
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No reference herein to the Indenture and no provision of this Senior Note
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
Senior Note 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 Senior Note is registrable in the Security Register,
upon surrender of this Senior Note for registration of transfer at the office or
agency of the Company in the Borough of Manhattan, The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar and duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Senior Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Senior Notes 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, Senior Notes are
exchangeable for a like aggregate principal amount of Senior Notes of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge shall be made to the Holder 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 Senior Note 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 Senior Note is registered as the owner hereof for
all purposes, whether or not this Senior Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Senior Note and the rights of the Holder hereof shall be governed by
and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: April 7, 1997
NOBLE AFFILIATES, INC.
By:
-------------------------------------
Robert Kelley,
President and Chief Executive Officer
Attest:
- ------------------------------
William D. Dickson,
Assistant Secretary
ASSIGNMENT
FOR VALUE RECEIVED ___________________________________________ hereby sell(s),
assign(s) and transfer(s) unto _______________________________. _____________
[Please insert social security or other identifying number of assignee], the
within Senior Note, hereby irrevocably constituting and appointing ________
_______________ attorney to transfer the said Senior Note on the books of the
Company, with full power of substitution in the premises.
Date:
--------------------- ------------------------------------------------
Signature(s)
Note: The signature(s) to this assignment
must correspond with the name as it appears
upon the face of the within Senior Note in
every particular, without alteration, or
enlargement or any change whatever.
- --------------------------
Signature Guarantee
Note: Signature(s) must be guaranteed by an eligible guarantor institution
meeting the requirements of the Trustee, which requirements will
include membership or participation in STAMP or such other "signature
guarantee program" as may be determined by the Trustee in addition to,
or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.