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EXHIBIT 4.1
SUPPLEMENTAL INDENTURE
Supplemental Indenture, dated as of November 7, 1995 (the
"Supplemental Indenture"), among Union Texas Petroleum Holdings, Inc., a
Delaware corporation (the "Company"), the Guarantors party hereto (collectively
the "Original Guarantors"), and State Street Bank and Trust Company, a
Massachusetts banking corporation, as trustee (the "Trustee").
The Company, the Original Guarantors and the Trustee are parties
to that certain Indenture dated as of November 15, 1992 (the "Indenture"). All
capitalized terms used in this Supplemental Indenture and not otherwise defined
shall have the meanings as defined in the Indenture.
Section 10.06 of the Indenture provides that in the event any
Guarantor (including the Original Guarantors) shall no longer be a guarantor of
any Funded Indebtedness of the Company other than the Securities, and so long
as no Default or Event of Default shall have occurred or be continuing, such
Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be
deemed to be released from all of its obligations under the Indenture and the
Guarantee of such Guarantor shall be of no further force or effect.
The Indenture further provides that following the receipt by the
Trustee of any such notice, the Company shall cause the Indenture to be amended
pursuant to the terms of Section 9.01 of the Indenture to reflect the release
of each Guarantor specified in such notice from its Guarantee.
By letter dated November 7, 1995, the Company and the Original
Guarantors gave notice to the Trustee that no Original Guarantor guaranteed any
Funded Indebtedness of the Company other than the Securities and that no
Default or Event of Default has occurred or is continuing.
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this
Supplemental Indenture hereby agree as follows:
1. Effective November 7, 1995, and notwithstanding anything
contained in the Indenture to the contrary, each Original Guarantor is hereby
released from such Original Guarantor's obligations under the Indenture and
such Original Guarantor's Guarantee is hereby terminated and is of no further
force or effect.
2. The Indenture is in all respects acknowledged, ratified
and confirmed by the Company and shall continue in full force and effect with
respect to the Company in accordance with the terms thereof, as supplemented by
this Supplemental Indenture. The Indenture and this Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
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3. Simultaneously with and as a condition to the execution of
this Supplemental Indenture, (a) the Company is delivering to the Trustee (i) a
resolution of the Board of Directors of the Company authorizing the execution
of this Supplemental Indenture, and (ii) an opinion of counsel of the Company
in the form attached hereto as Exhibit A, and (b) each Original Guarantor is
delivering to the Trustee a resolution of the Board of Directions of such
Original Guarantor authorizing the execution of this Supplemental Indenture by
such Original Guarantor.
4. This Supplemental Indenture shall be governed by and
constructed in accordance with laws of the State of New York, without regard to
principles of conflicts of law.
5. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and delivered as of the day and year
first above written.
COMPANY:
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Union Texas Petroleum Holdings, Inc.
By: /s/ M. N. MARKOWITZ
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M.N. Markowitz
Vice President and Treasurer
TRUSTEE:
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State Street Bank and Trust Company,
as Trustee
By: /s/ GARY DOUGHERTY
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Name: Gary Dougherty
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Title: Assistant Vice President
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GUARANTORS:
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Union Texas East Kalimantan Limited
By: /s/ M. N. MARKOWITZ
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M.N. Markowitz
Vice President and Treasurer
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Union Texas Petroleum Energy Corporation
By: /s/ M. N. MARKOWITZ
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M.N. Markowitz
Vice President and Treasurer
Union Texas International Corporation
By: /s/ M. N. MARKOWITZ
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M.N. Markowitz
Vice President and Treasurer
Union Texas Products Corporation
By: /s/ M. N. MARKOWITZ
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M.N. Markowitz
Vice President and Treasurer
Unistar, Inc.
By: /s/ M. N. MARKOWITZ
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M.N. Markowitz
Vice President and Treasurer
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The form of opinion contained in Exhibit A to the Supplemental Indenture is
omitted herein, but will be provided upon request.