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EXHIBIT 4.9
FORM OF CERTIFICATE OF DESIGNATION
% SERIES A CUMULATIVE PREFERRED STOCK
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CERTIFICATE OF DESIGNATION
% SERIES A CUMULATIVE PREFERRED STOCK
OF
UNION TEXAS PETROLEUM HOLDINGS, INC.
PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
Union Texas Petroleum Holdings, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Company"), does
by its Vice President and Chief Financial Officer and under its corporate seal
hereby certify as follows:
FIRST: That pursuant to the first paragraph of Article Fourth of the
Restated Certificate of Incorporation of the Company as presently in effect (the
"Charter"), the shares of stock which the Company may issue are as follows:
"The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is Two Hundred Fifteen Million
(215,000,000), of which Fifteen Million (15,000,000) shares shall be
Preferred Stock of the par value one cent ($.01) per share and Two Hundred
Million (200,000,000) shares shall be Common Stock of the par value of five
cents ($.05) per share."
SECOND: That the Board of Directors (the "Board") of the Company has the
authority to issue preferred stock in one or more series and to fix and
determine the relative rights and preferences of the shares of any series of
preferred stock so established and the number of shares constituting any series
of preferred stock without any further actions by shareholders of the Company.
THIRD: That pursuant to the authority so vested in the Board by the
Charter, the Board duly adopted the following resolutions (the "Resolutions"):
RESOLVED, that pursuant to the authority conferred upon the Board by
the Company's Restated Certificate of Incorporation, as amended (the
"Charter"), the Board does hereby authorize the issuance of one or more
series of Preferred Stock, consisting of shares of the presently authorized
but unissued shares of Preferred Stock, in such amount as shall not exceed
the authorized number of shares of Preferred Stock pursuant to the terms of
the Charter (the "Authorized Preferred Stock");
RESOLVED, that the Pricing Committee is hereby authorized and
empowered, for and on behalf of the Company, to determine, establish and
approve . . . the designations, powers, preferences and rights of the
shares of one or more series of Authorized Preferred Stock, and the
qualifications, limitations or restrictions thereon, such terms to be
consistent in all respects with the provisions of the Charter and these
resolutions, including, without limitation, to determine the amount,
designation and denomination of such Authorized Preferred Stock to be
issued . . . and the dividend rights, participation rights, dividend rates,
conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), liquidation preferences and other terms of such
Authorized Preferred Stock."
FOURTH: That pursuant to the authority so vested in the Pricing Committee
by the Resolutions, the Pricing Committee duly adopted the following resolution:
"RESOLVED, that a series of the class of Authorized Preferred Stock,
$.01 par value per share, of the Company be hereby created, and that the
designation and amount thereof and the preferences and
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relative, participating, optional and other special rights of the shares of
such series, and the qualifications, limitations or restriction thereof are
as follows:
SECTION 1
DESIGNATION
The shares of such series shall be designated as the " % Series A
Cumulative Preferred Stock" (the "Series A Preferred Stock") and the number of
shares constituting such series shall be , which number may be
increased or decreased by the Board of Directors or the Pricing Committee
without a vote of stockholders; provided, however, that such number may not be
decreased below the number of then currently outstanding shares of Series A
Preferred Stock.
SECTION 2
RANK
The Series A Preferred Stock will, with respect to dividend rights and
rights upon liquidation, dissolution or winding up of the affairs of the
Company, rank (i) senior to all classes or series of common stock of the
Company, and to all equity securities ranking junior to the Series A Preferred
Stock with respect to dividend rights or rights upon liquidation, dissolution or
winding up of the affairs of the Company, (ii) on a parity with all equity
securities issued by the Company the terms of which specifically provide that
such equity securities rank on a parity with the Series A Preferred Stock with
respect to dividend rights or rights upon liquidation, dissolution or winding up
of the affairs of the Company, and (iii) junior to all equity securities issued
by the Company the terms of which specifically provide that such equity
securities rank senior to the Series A Preferred Stock with respect to dividend
rights or rights upon liquidation, dissolution or winding up of the affairs of
the Company. The term "equity securities" does not include any convertible debt
securities, which could rank senior to the Series A Preferred Stock prior to
conversion of such debt securities.
SECTION 3
DIVIDENDS
Holders of shares of the Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds of the
Company legally available for the payment of dividends, cumulative cash
dividends at the rate of % of the liquidation preference per share of
Series A Preferred Stock (equivalent to $ per annum per share of Series
A Preferred Stock). Such dividends shall accrue and be cumulative from the date
of original issue and shall be payable quarterly in arrears on the last day of
each March, June, September and December, or, if such date is not a business
day, the succeeding business day (each, a "Dividend Payment Date"). The first
dividend on the Series A Preferred Stock, if declared, will be paid on
, 1998. Any dividend payable on the Series A Preferred Stock for
any partial dividend period will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to holders of
record as they appear in the records of the Company at the close of business on
the applicable record date, which shall be the 15th day of the calendar month in
which the applicable Dividend Payment Date falls or on such other date
designated by the Board of Directors of the Company for the payment of dividends
that is not more than 30 nor less than 10 days prior to such Dividend Payment
Date (each, a "Dividend Record Date").
No dividends on shares of Series A Preferred Stock shall be declared by the
Board of Directors or paid or set apart for payment by the Company at such time
as the terms and provisions of any agreement of the Company, including any
agreement relating to its indebtedness, prohibits such declaration, payment or
setting apart for payment or provides that such declaration, payment or setting
apart for payment would constitute a breach thereof or a default thereunder, or
if such declaration or payment shall be prohibited by law.
Notwithstanding the foregoing, dividends on shares of Series A Preferred
Stock will accrue whether or not the Company has earnings, whether or not there
are funds legally available for the payment of such
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dividends and whether or not such dividends are declared. Accrued but unpaid
dividends on shares of Series A Preferred Stock will not bear interest and
holders of shares of Series A Preferred Stock will not be entitled to any
dividends in excess of full cumulative dividends described above.
Any dividend payment made on the Series A Preferred Stock shall first be
credited against the earliest accumulated but unpaid dividend due with respect
to such shares that remains payable.
No full dividends shall be declared or paid or set apart for payment on any
capital stock of the Company ranking, as to dividends, on a parity with or
junior to the Series A Preferred Stock (other than a dividend in shares of any
class of stock ranking junior to the Series A Preferred Stock as to dividends
and upon liquidation, dissolution or winding up of the affairs of the Company
("Junior Stock") for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for such payment on the Series A Preferred Stock
for all past dividend periods and the then current dividend period. When
dividends are not paid in full (or a sum sufficient for such full payment is not
so set apart) upon the Series A Preferred Stock and the shares of any other
series of preferred stock ranking on a parity as to dividends with the Series A
Preferred Stock, all dividends declared upon the Series A Preferred Stock and
any other series of preferred stock ranking on a parity as to dividends with the
Series A Preferred Stock shall be declared pro rata so that the amount of
dividends declared per share of Series A Preferred Stock and such other series
of preferred stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the Series A Preferred Stock and such other
series of preferred stock (which shall not include any accrual in respect of
unpaid dividends for prior dividend periods if such preferred stock does not
have a cumulative dividend) bear to each other.
Except as provided in the immediately preceding paragraph, unless full
cumulative dividends on the Series A Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than a dividend in shares of
any Junior Stock) shall be declared or paid or set aside for payment nor shall
any other distribution be declared or made upon the common stock, any other
capital stock of the Company ranking on a parity with the Series A Preferred
Stock as to dividends or upon liquidation, dissolution or winding up of the
affairs of the Company ("Parity Stock") or Junior Stock nor shall any shares of
common stock, Parity Stock or Junior Stock be redeemed, purchased or otherwise
acquired for any consideration (or any monies be paid to or made available for a
sinking fund for the redemption of any such shares of any such stock) by the
Company, except by conversion into or exchange for other Junior Stock.
If, prior to 18 months after the date of the original issuance of the
Series A Preferred Stock, one or more amendments to the Internal Revenue Code of
1986, as amended (the "Code"), are enacted that change the percentage of the
dividends received deduction for certain corporations (currently 70%) as
specified in Section 243(a)(1) of the Code or any successor provision (the
"Dividends Received Percentage"), the amount of each dividend payable (if
declared) per share of Series A Preferred Stock for dividend payments made on or
after the date of enactment of such change shall be adjusted by multiplying the
amount of the dividend payable described above (before adjustment) by the
following fraction (the "DRD Formula"), and rounding the result to the nearest
cent (with one-half cent and above rounded up):
1-.35 (1-.70)
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1-.35 (1-DRP)
For the purposes of the DRD Formula, "DRP" means the Dividends Received
Percentage (expressed as a decimal) applicable to the dividend in question;
provided, however, that if the Dividends Received Percentage applicable to the
dividend in question shall be less than 50%, then the DRP shall equal .50. No
amendment to the Code, other than a change in the percentage of the dividends
received deduction set forth in Section 243(a)(1) of the Code or any successor
provision thereto, will give rise to an adjustment. Notwithstanding the
foregoing provisions, if, with respect to any such amendment, the Company
receives either an unqualified opinion of nationally recognized independent tax
counsel selected by the Company or a private letter ruling or similar form of
authorization from the Internal Revenue Service ("IRS") to the effect that such
amendment does not apply to a dividend payable on the Series A Preferred Stock,
then such
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amendment will not result in the adjustment provided for pursuant to the DRD
Formula with respect to such dividend. The opinion referenced in the previous
sentence shall be based upon a specific exemption in the legislation amending
the DRP or upon a public pronouncement of the IRS addressing such legislation.
The Company's calculation of the dividends payable, as so adjusted and as
certified accurate as to calculation and reasonable as to method by the
independent certified public accountants then regularly engaged by the Company,
shall be final and not subject to review absent manifest error.
Notwithstanding the foregoing, if any such amendment to the Code is enacted
after the dividend payable on a Dividend Payment Date has been declared, the
amount of the dividend payable on such Dividend Payment Date will not be
increased; instead, additional dividends (the "Post-Declaration Date Dividends")
equal to the excess, if any, of (x) the product of the dividend paid by the
Company on such Dividend Payment Date and the DRD Formula (where the DRP used in
the DRD Formula would be equal to the greater of the Dividend Received
Percentage applicable to the dividend in question and .50) over (y) the dividend
paid by the Company on such Dividend Payment Date, shall be payable, out of
funds legally available therefore, (if declared) to holders of Series A
Preferred Stock on the record date applicable to the next succeeding Dividend
Payment Date or, if the Series A Preferred Stock is called for redemption prior
to such record date, to holders of Series A Preferred Stock on the applicable
redemption date, as the case may be, in addition to any other amounts payable on
such date.
Notwithstanding the foregoing, no adjustments in the dividends payable by
the Company shall be made, and no Post-Declaration Date Dividends shall be
payable by the Company, in respect of the enactment of any amendments to the
Code 18 months or more after the date of original issuance of the Series A
Preferred Stock that changes the Dividend Received Percentage.
In the event that the amount of dividends payable per share of the Series A
Preferred Stock is adjusted pursuant to the DRD Formula and/or any
Post-Declaration Date Dividends are to be paid, the Company will give notice of
such adjustment, and, if applicable, of any Post-Declaration Date Dividends to
the holders of Series A Preferred Stock.
In the event that the Dividends Received Percentage is reduced to 50% or
less, the Company may, at its option, redeem the Series A Preferred Stock in
whole but not in part as described below.
SECTION 4
REDEMPTION
The Series A Preferred Stock is not redeemable prior to March , 2008,
except under certain limited circumstances as described below. On and after
March , 2008, the Company, at its option upon not less than 30 nor more than
60 days' written notice, may redeem shares of the Series A Preferred Stock, in
whole or in part, at any time or from time to time, for cash at a redemption
price of $100.00 per share, plus an amount equal to all accrued and unpaid
dividends (whether or not declared) thereon, if any, to the date fixed for
redemption, without interest, to the extent the Company has funds legally
available therefor. The redemption price shall be paid out of any assets of the
Company including, without limitation, proceeds of other capital stock of the
Company, which may include shares of other series of preferred stock. For
purposes of the preceding sentence, "capital stock" means any common stock,
preferred stock, depositary shares, interests, participation or other ownership
interests (however designated) and any other rights (other than debt securities
convertible into or exchangeable for equity securities) or options to purchase
any of the foregoing. Holders of Series A Preferred Stock to be redeemed shall
surrender such Series A Preferred Stock at the place designated in such notice
and shall be entitled to the redemption price and any accrued and unpaid
dividends payable upon such redemption following such surrender. If notice of
redemption of any shares of Series A Preferred Stock has been given and if the
funds necessary for such redemption have been set aside by the Company in trust
for the benefit of the holders of any shares of Series A Preferred Stock so
called for redemption, then from and after the redemption date dividends will
cease to accrue on such shares of Series A Preferred Stock, such shares of
Series A Preferred Stock shall no longer be deemed outstanding and all rights of
the holders of such shares will terminate, except the right to receive the
redemption price.
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Notwithstanding the preceding paragraph, if, at any time while the Series A
Preferred Stock is outstanding, an enactment of an amendment to the Code results
in a reduction of the Dividends Received Percentage to 50% or less (whether or
not any dividend adjusted pursuant to the DRD Formula or any Post-Declaration
Date Dividend is then payable as described above), the Company, at its option,
may redeem all, but not less than all, of the outstanding shares of the Series A
Preferred Stock provided that, within 60 days of the date on which an amendment
to the Code is enacted which changes the Dividends Received Percentage to 50% or
less, the Company sends notice to holders of the Series A Preferred Stock of
such redemption. Any redemption of the Series A Preferred Stock pursuant to this
paragraph will take place on the date specified in the notice, which date shall
not be less than 30 nor more than 60 days from the date such notice is sent to
holders of the Series A Preferred Stock. Any redemption of the Series A
Preferred Stock in accordance with this paragraph shall be on notice as
aforesaid at the applicable redemption price set forth in the following table,
in each case plus an amount equal to accrued and unpaid dividends (whether or
not declared) thereon to the date fixed for redemption, including any changes in
dividends payable due to changes in the Dividends Received Percentage, if any.
Holders of the Series A Preferred Stock will have no right to require redemption
of the Series A Preferred Stock.
REDEMPTION
REDEMPTION PERIOD PRICE PER SHARE
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March , 1998 to March , 1999 $105.00
March , 1999 to March , 2000 $104.50
March , 2000 to March , 2001 $104.00
March , 2001 to March , 2002 $103.50
March , 2002 to March , 2003 $103.00
March , 2003 to March , 2004 $102.50
March , 2004 to March , 2005 $102.00
March , 2005 to March , 2006 $101.50
March , 2006 to March , 2007 $101.00
March , 2007 to March , 2008 $100.50
On or after March , 2008 $100.00
If less than all of the outstanding Series A Preferred Stock is to be
redeemed, other than as described in the immediately preceding paragraph, the
Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as
may be practicable without creating fractional shares) or by any other equitable
method determined by the Company.
Notwithstanding the foregoing, unless full cumulative dividends on all
shares of Series A Preferred Stock shall have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for payment for all past dividend periods and the then current dividend
period, then (i) no shares of Series A Preferred Stock shall be redeemed unless
all outstanding shares of Series A Preferred Stock are simultaneously redeemed,
and (ii) the Company shall not purchase or otherwise acquire directly or
indirectly any shares of Series A Preferred Stock (except by exchange for Junior
Stock) provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of Series A Preferred Stock pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding shares of
Series A Preferred Stock. So long as no dividends are in arrears, the Company
shall be entitled at any time and from time to time to repurchase shares of
Series A Preferred Stock in open-market transactions duly authorized by the
Board of Directors and effected in compliance with applicable laws.
Notice of any redemption will be given by publication in a newspaper of
general circulation in the Borough of Manhattan, the City of New York, such
publication to be made not less than 30 nor more than 60 days prior to the
redemption date. A similar notice of redemption furnished by the Company will be
mailed, postage prepaid, not less than 30 nor more than 60 days prior to the
redemption date, addressed to the respective holders of record of the Series A
Preferred Stock to be redeemed at their respective addresses as they appear on
the stock transfer records of the transfer agent. In order to facilitate the
redemption of shares of Series A Preferred Stock, the Board of Directors may fix
a record date for the determination of the shares to
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be redeemed, and such record date will be not more than 60 days nor less than 30
days prior to the redemption date.
No failure to give such notice or any defect therein or in the mailing
thereof shall affect the validity of the proceedings for the redemption of any
shares of Series A Preferred Stock except as to the holder to whom notice was
defective or not given. Each notice shall state the following: (i) the
redemption date; (ii) the redemption price; (iii) the number of shares of Series
A Preferred Stock to be redeemed; (iv) the place or places where the Series A
Preferred Stock is to be surrendered for payment of the redemption price; and
(v) that dividends on the shares to be redeemed will cease to accrue on such
redemption date. If less than all of the Series A Preferred Stock held by any
holder is to be redeemed, the notice mailed to such holder shall also specify
the number of shares of Series A Preferred Stock held by such holder to be
redeemed.
If notice of redemption of any Series A Preferred Stock has been given and
if the funds necessary for such redemption have been set aside by the Company in
trust for the benefit of the holders of Series A Preferred Stock so called for
redemption, then from and after the redemption date dividends will cease to
accrue on such Series A Preferred Stock, such shares of Series A Preferred Stock
shall no longer be deemed outstanding and all rights of the holders of such
shares will terminate, except the right to receive the redemption price.
SECTION 5
REACQUIRED SHARES
Any shares of Series A Preferred Stock redeemed, purchased or otherwise
acquired by the Company in any manner whatsoever shall be retired promptly after
the acquisition thereof. All such shares shall upon their retirement and the
filing of a proper certificate with the Delaware Secretary of State become
authorized but unissued shares of preferred stock, $.01 par value, of the
Company and may be reissued as part of another series of preferred stock, $.01
par value, of the Company subject to the conditions or restrictions on issuance
set forth herein, in the Charter, in any other Certificate of Designation
creating a series of preferred stock or any similar stock or as otherwise
required by law.
SECTION 6
LIQUIDATION
Upon any liquidation, dissolution or winding up of the affairs of the
Company, the holders of shares of Series A Preferred Stock are entitled to be
paid out of the assets of the Company legally available for distribution to its
shareholders a liquidation preference of $100.00 per share, plus an amount equal
to any accrued and unpaid dividends to the date of payment, before any
distribution of assets is made to holders of Common Stock or any other class or
series of capital stock of the Company that ranks junior to the Series A
Preferred Stock as to liquidation rights. If, upon any liquidation, dissolution
or winding up of the affairs of the Company, the assets of the Company, or
proceeds therefrom, distributable among the holders of the shares of the Series
A Preferred Stock and any shares of Parity Stock shall be insufficient to pay in
full the respective liquidation preferences, plus any accrued and unpaid
dividends thereon, of such shares of Series A Preferred Stock and Parity Stock,
then such assets, or the proceeds therefrom, shall be distributable among such
holders of Series A Preferred Stock and Parity Stock pro rata so that the
distributed amounts paid in respect of such Series A Preferred Stock and Parity
Stock shall in all cases bear to each other the same ratio that the respective
liquidation preferences on the Series A Preferred Stock and the Parity Stock
bear to each other. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series A Preferred
Stock will have no right or claim to any of the remaining assets of the Company.
The consolidation or merger of the Company with or into any other entity or the
sale, lease, transfer or conveyance of all or substantially all of the property
or business of the Company shall not be deemed to constitute a liquidation,
dissolution or winding up of the affairs of the Company.
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SECTION 7
VOTING RIGHTS
Holders of the Series A Preferred Stock will not have any voting rights,
except as set forth below or as otherwise from time to time required by law.
Whenever dividends on any shares of Series A Preferred Stock shall be in
arrears for six or more consecutive quarterly periods, the holders of such
shares of Series A Preferred Stock (voting separately as a class with all other
series of preferred stock upon which like voting rights have been conferred and
are exercisable) will be entitled to vote for the election of a total of two
additional directors of the Company at a special meeting called by the holders
of record of at least 25% of the Series A Preferred Stock or the holders of any
other series of preferred stock so in arrears (unless such request is received
less than 90 days before the date fixed for the next annual or special meeting
of shareholders) or at the next annual meeting of shareholders, and at each
subsequent annual meeting until all dividends accumulated on such shares of
Series A Preferred Stock for the past dividend periods and the dividend for the
then current dividend period shall have been fully paid or declared and a sum
sufficient for the payment thereof set aside for payment. In such case, the
entire Board of Directors of the Company will be increased by two directors.
Directors elected by the holders of Series A Preferred Stock may be removed
without cause by, and shall not be removed without cause except by, the vote of
holders of Series A Preferred Stock and all other series of preferred stock with
currently exercisable like voting rights, voting together as a single class
without regard to series, at a special meeting called by the holders of record
of at least 25% of the Series A Preferred Stock or the holders of any other
series of preferred stock with currently exercisable like voting rights or at an
annual meeting of shareholders. So long as the rights of the holders of the
Series A Preferred Stock to vote for directors continue, any vacancy in such
additional director positions may be filled either by the vote of such holders
at a meeting held pursuant to the provisions above or by an instrument signed in
writing by the remaining additional director and filed with the Company. The
term of office of all directors elected by the holders of Series A Preferred
Stock shall terminate immediately upon the termination of the right of the
holders of preferred stock to vote for directors.
So long as any shares of Series A Preferred Stock remain outstanding, the
Company shall not, without the consent or the affirmative vote of the holders of
at least a majority of the shares of Series A Preferred Stock outstanding at the
time given in person or by proxy, either in writing or at a meeting (such Series
A Preferred Stock voting separately as a class) (i) authorize, create or issue
or increase the authorized or issued amount of any series of stock ranking
senior to such Series A Preferred Stock with respect to payment of dividends, or
the distribution of assets on liquidation, dissolution or winding up of the
affairs of the Company, or reclassify any authorized stock of the Company into
any such shares, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such shares or (ii)
repeal, amend or otherwise change the provisions of the Company's Charter or the
Certificate of Designation applicable to the Series A Preferred Stock, whether
by merger, consolidation or otherwise, (an "Event") so as to materially and
adversely affect the powers, preferences, voting power or other rights or
privileges of the Series A Preferred Stock; provided, however, upon the
occurrence of an Event, so long as the Series A Preferred Stock remains
outstanding with the terms thereof materially unchanged, taking into account
that upon the occurrence of an Event, the Company may not be the surviving
entity, the occurrence of any such Event shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting power of holders
of Series A Preferred Stock and, provided further, that any increase in the
amount of the Authorized Preferred Stock or the creation or issuance of other
series of Preferred Stock, or any increase in the amount of authorized shares of
such series or of any other series of preferred stock, in each case ranking on a
parity with or junior to the Series A Preferred Stock, shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
powers.
The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall
be effected, all outstanding shares of Series A Preferred Stock shall have been
redeemed or called for redemption upon proper notice and sufficient funds shall
have been deposited in trust to effect such redemption.
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Except as expressly stated in this Certificate of Designation or as
required by law, the Series A Preferred Stock shall not have any relative,
participating, optional or other special voting rights, and the consent of the
holders thereof shall not be required for the taking of any corporate action,
including but not limited to, any merger or consolidation involving the Company
or a sale of all or substantially all of the assets of the Company, irrespective
of the effect that such merger, consolidation or sale may have upon the rights,
preferences or voting power of the holders of the Series A Preferred Stock.
SECTION 8
MATURITY
The Series A Preferred Stock has no stated maturity and will not be subject
to any sinking fund or mandatory redemption.
SECTION 9
MISCELLANEOUS
The headings of the various Sections and subdivisions hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.
FIFTH: That said resolution of the Pricing Committee, and the authorization
of issuance of the Series A Preferred Stock and the determination thereby of the
provisions with respect to dividends and voting rights of Series A Preferred
Stock and the rights of holders of Series A Preferred Stock upon liquidation of
the Company, were duly made by the Pricing Committee pursuant to authority and
in accordance with the Resolutions and Section 141(c) of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate of Designation
of % Series A Cumulative Preferred Stock to be duly executed by its Vice
President and Chief Financial Officer this day of March , 1998.
UNION TEXAS PETROLEUM
HOLDINGS, INC.
By:
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Larry D. Kalmbach
Vice President and Chief
Financial Officer
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