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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
COMPANY (AS DEFINED BELOW) 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. UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR
BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNION TEXAS PETROLEUM HOLDINGS, INC.
7.000% MANDATORY PUTABLE/REMARKETABLE SECURITIES (MAPS(SM)) DUE 2038
CUSIP NO.: 908640AH8
No. 1 $150,000,000
ORIGINAL ISSUE DATE: April 15, 1998
INTEREST RATE TO REMARKETING DATE: 7.000%
REMARKETING DATE: April 15, 2008
INTEREST RATE TO MATURITY: To be determined as provided herein and set forth
in the records of the Trustee
STATED MATURITY DATE: April 15, 2038
AUTHORIZED DENOMINATION: $1,000 and integral multiples thereof
INTEREST PAYMENT DATES: April 15 and October 15
- ------
"MAndatory Putable/remarketable Securities" and "MAPS(SM)" are service marks
owned by Salomon Brothers Inc
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UNION TEXAS PETROLEUM HOLDINGS, INC., a Delaware corporation
(hereinafter called the "Company," which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., a nominee of The Depository Trust Company
("DTC"), or its registered assigns, upon presentation, the principal amount of
One Hundred Fifty Million Dollars ($150,000,000) on the Stated Maturity Date
specified above (or any earlier redemption or repurchase date) (each such Stated
Maturity Date, earlier redemption or repurchase date being hereinafter referred
to as the "Maturity Date" with respect to the principal repayable on such date)
and to pay interest thereon at the Interest Rate per annum specified above to
April 15, 2008 (the "Remarketing Date"), and thereafter, subject to the terms
and conditions set forth herein, at the Interest Rate (the "Interest Rate to
Maturity") determined by the Remarketing Dealer (as defined below) in accordance
with the procedures set forth below until the principal hereof is paid or duly
made available for payment. The Company will pay interest in arrears on each
Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing October 15, 1998 and on the Maturity Date. Interest on the
Securities represented hereby (the "MAPS") will be computed on the basis of a
360-day year of twelve 30-day months.
If, pursuant to the Remarketing Agreement, dated as of the date hereof
(the "Remarketing Agreement"), between NationsBanc Montgomery Securities LLC, as
Remarketing Dealer (the "Remarketing Dealer"), and the Company, the Remarketing
Dealer elects to remarket the MAPS, then, except as otherwise set forth herein,
(i) the MAPS shall be subject to mandatory tender to the Remarketing Dealer at
100% of the principal amount thereof for remarketing on the Remarketing Date, on
the terms and subject to the conditions set forth herein, and (ii) on and after
the Remarketing Date, the MAPS shall bear interest at the Interest Rate to
Maturity determined by the Remarketing Dealer in accordance with the procedures
set forth in Section 3 herein.
Interest on the MAPS will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, subject
to certain exceptions described herein, be paid to the persons in whose name the
MAPS are registered at the close of business on the fifteenth calendar day
(whether or not a Business Day, as defined below) immediately preceding such
Interest Payment Date (the "Regular Record Date"); provided, however, that
interest payable on the Maturity Date will be payable to the person to whom the
principal hereof and premium, if any, hereon shall be payable. Any such interest
not so punctually paid or duly provided for ("Defaulted Interest") will
forthwith cease to be payable to the Holder on any Regular Record Date, and
shall be paid to the person in whose name the MAPS are registered at the close
of business on a special record date (the "Special Record Date") for the payment
of such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
of which notice shall be mailed, first-class postage prepaid, to the Holder of
the MAPS by the Trustee not less than 10 days prior to such Special Record Date
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the MAPS may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
for in the Indenture.
Payment of principal, premium, if any, and interest in respect of the
MAPS due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of the MAPS at the corporate trust office of the
Trustee maintained for that purpose in the Borough of Manhattan, The City of New
York, currently located c/o First Chicago Trust Company of New York, 14 Wall
Street, Eighth Floor - Window 2, New York, New York, 10005, or at such other
paying agency in The City of New York, State of New York, as the Company may
determine. Payment of interest due on any Interest Payment Date other than the
Maturity Date will be made in immediately available funds provided that the MAPS
are represented by a global security registered in the name of DTC or its
nominee.
If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the same
force and effect as if it were made on the date such payment was due and no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or the Maturity Date, as the case may be.
As used herein, "Business Day" means any day other than a Saturday, a
Sunday or a day on which banking institutions in The City of New York are
authorized or obligated by law, executive order or governmental decree to be
closed.
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The Company is obligated to make payment of principal, premium, if any
and interest in respect of the MAPS in U.S. Dollars.
Reference is hereby made to the further provisions of the MAPS set
forth on the reverse hereof.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, the MAPS shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Union Texas Petroleum Holdings, Inc., has caused
the MAPS to be duly executed this 15th day of April 1998.
Attest: UNION TEXAS PETROLEUM HOLDINGS, INC.
By: By:
-------------------------- ------------------------------------------
A. J. Watkins, Secretary L. D. Kalmbach, Vice President and
Chief Financial Officer
SEAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This 7.000% MAndatory Putable/remarketable Securities (MAPS(SM)) due 2038 is one
of the Securities of the series designated therein referred to in the
within-mentioned Indenture.
Dated: April 15, 1998 THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
By:
-------------------------------------------
Authorized Signatory
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(Form of Reverse of Security)
UNION TEXAS PETROLEUM HOLDINGS, INC.
7.000% MANDATORY PUTABLE/REMARKETABLE SECURITIES (MAPS(SM)) DUE 2038
1. Indenture; Ranking. (a) The MAPS are one of a duly authorized issue
of debt securities of the Company issued under an Indenture dated as of March
15, 1995 as amended, modified or supplemented from time to time (the
"Indenture"), among the Company, certain subsidiaries of the Company named
therein and The First National Bank of Chicago, as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the MAPS), 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 MAPS, and of the terms upon which the MAPS are authenticated and
delivered. This Security is designated as "7.000% MAndatory Putable/remarketable
Securities (MAPS(SM)) due 2038." All terms used but not defined in this
certificate shall have the meanings assigned to such terms in the Indenture.
Except where the context otherwise requires, all references in this certificate
to "herein" or "hereof" or similar terms shall include the Indenture.
(b) The MAPS are senior unsecured obligations of the Company limited to
$150,000,000 aggregate principal amount.
(c) The MAPS are issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and integral multiples thereof.
(d) The MAPS are not subject to any sinking fund.
2. Mandatory Tender. Provided that on a Business Day not later than 10
Business Days prior to the Remarketing Date the Remarketing Dealer notifies the
Company and the Trustee of its election to purchase the MAPS for remarketing
(the "Notification Date"), each MAPS shall be subject to mandatory tender to the
Remarketing Dealer, and the Remarketing Dealer shall be obligated to purchase
the MAPS at a purchase price equal to 100% of the outstanding principal amount
of the MAPS, subject in each case to the conditions described herein and as set
forth in the Remarketing Agreement.
3. Determination of Interest Rate to Maturity. Subject to the
Remarketing Dealer's election to remarket the MAPS as provided in Section 2
hereof and in the Remarketing Agreement, the Interest Rate to Maturity shall be
determined by the Remarketing Dealer by 3:30 p.m., New York City time, on the
third Business Day immediately preceding the Remarketing Date (the
"Determination Date") to the nearest one hundred-thousandth (0.00001) of one
percent per annum, and will be equal to the sum of 5.8775% (the "Base Rate") and
the Applicable Spread (as defined below), which will be based on the Dollar
Price (as defined below) of the MAPS.
The "Applicable Spread" will be the lowest firm commitment bid
expressed as a spread (in the form of a percentage or in basis points) above the
Base Rate, obtained by the Remarketing Dealer on the Determination Date from the
bids quoted by five Reference Corporate Dealers (as defined below) for the full
aggregate principal amount of the MAPS at the Dollar Price, but assuming (i) an
issue date that is the Remarketing Date, with settlement on such date without
accrued interest, (ii) a maturity date that is the Stated Maturity Date and
(iii) a stated annual interest rate, payable semi-annually, equal to the Base
Rate plus the spread bid by the applicable Reference Corporate Dealer. If fewer
than five Reference Corporate Dealers bid as described above, then the
Applicable Spread shall be the lowest of such firm commitment bids obtained as
described above. The Interest Rate to Maturity announced by the Remarketing
Dealer, absent manifest error, shall be binding and conclusive upon the
Beneficial Owners and Holders of the MAPS, the Company and the Trustee.
"Dollar Price" means, with respect to the MAPS, the present value, as
of the Remarketing Date, of the Remaining Scheduled Payments (as defined below)
discounted to the Remarketing Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined
below).
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"Reference Corporate Dealers" means each of Salomon Brothers Inc, Chase
Securities Inc., NationsBanc Montgomery Securities LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and J. P. Morgan Securities Inc. and their
respective successors; provided, however, that if any of the foregoing or their
affiliates shall cease to be a leading dealer of publicly traded debt securities
of the Company in The City of New York (a "Primary Corporate Dealer"), the
Remarketing Dealer shall substitute therefor another Primary Corporate Dealer.
"Remaining Scheduled Payments" means, with respect to the MAPS, the
remaining scheduled payments of the principal thereof and interest thereon,
calculated at the Base Rate only, that would be due after the Remarketing Date
to but excluding the Stated Maturity Date; provided, however, that if the
Remarketing Date is not an Interest Payment Date with respect to the MAPS, the
amount of the next succeeding scheduled interest payment thereon, calculated at
the Base Rate only, will be reduced by the amount of interest accrued thereon,
calculated at the Base Rate only, to the Remarketing Date.
"Treasury Rate" means, with respect to the Remarketing Date, the rate
per annum equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) yield to maturity of the Comparable Treasury Issues (as
defined below) assuming a price for the Comparable Treasury Issues (expressed as
a percentage of its principal amount), equal to the Comparable Treasury Price
(as defined below) for such Remarketing Date.
"Comparable Treasury Issues" means the United States Treasury security
or securities selected by the Remarketing Dealer as having an actual or
interpolated maturity or maturities comparable to the remaining term of the MAPS
being remarketed.
"Comparable Treasury Price" means, with respect to the Remarketing
Date, (a) the offer prices for the Comparable Treasury Issues (expressed in each
case as a percentage of its principal amount) on the Determination Date, as set
forth on "Telerate Page 500," or (b) if such page (or any successor page) is not
displayed or does not contain such offer prices on such Determination Date, (i)
the average of the Reference Treasury Dealer Quotations for the Remarketing
Date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (ii) if the Remarketing Dealer obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations, and "Telerate Page 500" means the display designated as
"Telerate Page 500" on Dow Jones Markets Limited (or such other page as may
replace Telerate Page 500 on such service) or such other service displaying the
offer prices specified in (a) above as may replace Dow Jones Markets Limited.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and the Remarketing Date, the offer prices for the
Comparable Treasury Issues (expressed in each case as a percentage of its
principal amount) quoted in writing to the Remarketing Dealer by such Reference
Treasury Dealer by 3:30 p.m., New York City time, on the Determination Date.
"Reference Treasury Dealer" means each of Salomon Brothers Inc, Chase
Securities Inc., NationsBanc Montgomery Securities LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and J. P. Morgan Securities Inc. and their
respective successors; provided, however, that if any of the foregoing or their
affiliates shall cease to be a primary U.S. Government securities dealer in The
City of New York (a "Primary Treasury Dealer"), the Remarketing Dealer shall
substitute therefor another Primary Treasury Dealer.
4. Repurchase. In the event that (i) the Remarketing Dealer for any
reason does not notify the Company of the Interest Rate to Maturity by 4:00
p.m., New York City time, on the Determination Date, or (ii) prior to the
Remarketing Date, the Remarketing Dealer has resigned and no successor has been
appointed on or before the Determination Date, or (iii) since the Notification
Date, a material adverse change in the condition of the Company and its
subsidiaries, taken as a whole, shall have occurred or an Event of Default, or
any event which, with the giving of notice or passage of time, or both, would
constitute an Event of Default, with respect to the MAPS shall have occurred and
be continuing, or any other event constituting a termination event under the
Remarketing Agreement shall have occurred, or (iv) the Remarketing Dealer elects
not to remarket the MAPS, or (v) the Remarketing Dealer for any reason does not
purchase all MAPS tendered to it on the Remarketing Date, the Company shall
repurchase the MAPS as a whole on the Remarketing Date at a price equal to 100%
of the principal amount of the MAPS plus all accrued and unpaid interest, if
any, on the MAPS to but excluding the Remarketing Date. In any such case,
payment will be made
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by the Company to the DTC participant of each Beneficial Owner of MAPS by
book-entry through DTC by the close of business on the Remarketing Date against
delivery through DTC of such Beneficial Owner's MAPS.
5. Optional Redemption. (a) The MAPS will be subject to redemption at
the option of the Company from the Remarketing Dealer on the Remarketing Date,
in whole but not in part, at the Remarketing Redemption Price. To exercise its
irrevocable option to redeem the MAPS, the Company must notify the Remarketing
Dealer and the Trustee not later than the Business Day immediately preceding the
Determination Date. The "Remarketing Redemption Price" shall be the greater of
(i) 100% of the principal amount of the MAPS and (ii) the Dollar Price, plus in
either case accrued and unpaid interest on the principal amount being redeemed
to but excluding the Remarketing Date. If the Company elects to redeem the MAPS,
it shall pay the Remarketing Redemption Price therefor in same-day funds by wire
transfer to an account designated by the Remarketing Dealer on the Remarketing
Date.
(b) The MAPS shall be subject to redemption after the Remarketing Date,
on any date prior to the Maturity Date, at the option of the Company, at any
time in whole or from time to time in part and upon notice as set forth below,
at the Optional Redemption Price. The "Optional Redemption Price" shall be equal
to the sum of (i) 100% of the principal amount of the MAPS being redeemed, plus
accrued and unpaid interest thereon to the applicable date fixed for redemption
(the "Redemption Date") (subject to the right of persons in whose name the MAPS
are registered on the relevant record date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date), and (ii) the
Make-Whole Premium, if any.
"Make-Whole Premium" shall mean, in connection with any optional
redemption of any MAPS (or portion thereof), the excess, if any, of:
(i) the sum of the present values, calculated as of the
Redemption Date, of:
(A) each interest payment that, but for such
redemption, would have been payable on the MAPS (or portion
thereof) after the Redemption Date (excluding any accrued
interest for the period prior to the Redemption Date); and
(B) the principal amount that, but for such
redemption, would have been payable at the final maturity of
the MAPS (or portion thereof) being redeemed;
over
(ii) the principal amount of the MAPS (or portion thereof)
being redeemed.
The present values of interest and principal payments referred to in clause (i)
above will be determined in accordance with generally accepted principles of
financial analysis. Such present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield (as defined below for purposes of
determining the Make-Whole Premium) plus 25 basis points.
The Make-Whole Premium will be calculated by an independent investment
banking institution of national standing appointed by the Company; provided,
that if the Company fails to make such appointment at least 10 Business Days
prior to the Redemption Date, or if the institution so appointed is unwilling or
unable to make such calculation, such calculation will be made by NationsBanc
Montgomery Securities LLC or, if such firm is unwilling or unable to make such
calculation, by an independent investment banking institution of national
standing appointed by the Trustee (in any such case, an "Independent Investment
Banker").
For purposes of determining the Make-Whole Premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to maturity
of United States Treasury Notes that have a constant maturity that corresponds
to the remaining term to maturity of the MAPS, calculated to the nearest 1/12 of
a year (the "Remaining Term"). The Treasury Yield will be determined as of the
third Business Day immediately preceding the applicable Redemption Date.
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The weekly average yields of United States Treasury Notes will be
determined by reference to the most recent statistical release published by the
Federal Reserve Bank of New York and designated "H.15(519) Selected Interest
Rates" or any successor release (the "H.15 Statistical Release"). If the H.15
Statistical Release sets forth a weekly average yield for United States Treasury
Notes having a constant maturity that is the same as the Remaining Term, then
the Treasury Yield will be equal to such weekly average yield. In all other
cases, the Treasury Yield will be calculated by interpolation, on a
straight-line basis, between the weekly average yields on the United States
Treasury Notes that have a constant maturity closest to and greater than the
Remaining Term and the United States Treasury Notes that have a constant
maturity closest to and less than the Remaining Term (in each case as set forth
in the H.15 Statistical Release). Any weekly average yields so calculated by
interpolation will be rounded to the nearest 1/100 of 1%, with any figure of
1/200 of 1% or above being rounded upward. If weekly average yields for United
States Treasury Notes are not available in the H.15 Statistical Release or
otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.
Notice of any optional redemption of any MAPS shall be given to Holders
at their addresses, as shown in the security register for the MAPS, not less
than 30 nor more than 60 days prior to the Redemption Date. The notice of
redemption shall specify, among other items, the Optional Redemption Price and
the principal amount of the MAPS held by such Holder to be redeemed. If less
than all of the MAPS are to be redeemed, the Trustee will select the MAPS to be
redeemed pro rata or by lot. The Trustee may select for redemption MAPS and
portions of MAPS in amounts of $1,000 or whole multiples of $1,000, provided
that if all of the MAPS of a Holder are to be redeemed, the entire outstanding
amount of MAPS held by such Holder, even if not a whole multiple of $1,000, will
be redeemed.
(c) On and after the applicable Redemption Date interest will cease to
accrue on the MAPS or on the portions thereof called for redemption, as the case
may be.
6. Defaults and Remedies. If an Event of Default, as defined in the
Indenture, shall occur and be continuing, the principal of the MAPS may be
declared due and payable in the manner and with the effect provided in the
Indenture. The Indenture contains provisions setting forth certain conditions to
the institution of proceedings by Holders of the MAPS with respect to the
Indenture or for any remedy under the Indenture.
7. Defeasance. The Indenture contains provisions for defeasance of (i)
the entire indebtedness of the Securities or (ii) certain restrictive covenants
and Events of Default with respect to the Securities, in each case upon
compliance with certain conditions set forth therein, which provisions apply to
the MAPS except in the case of clause (i) which will apply to the MAPS after the
Remarketing Date. Subject to the forgoing and certain other exceptions, neither
the Company nor any of its subsidiaries or affiliates shall defease, purchase or
otherwise acquire, or enter into any agreement to defease, purchase or otherwise
acquire, any of the MAPS prior to the Remarketing Date.
8. Amendment, Modification and Waiver. 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 a series of Securities at any time by the Company and the Trustee
with the consent of the Holders of not less than a majority of the aggregate
principal amount of all series of Securities (acting as one class) at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Securities affected thereby, on behalf of the Holders
of all such Securities, to waive compliance by the Company with certain
restrictive provisions of the Indenture. Furthermore, provisions in the
Indenture permit the Holders of not less than a majority of the aggregate
principal amount of any series (or, in certain cases, all outstanding
Securities), in certain instances, to waive, on behalf of all of the Holders of
Securities of such series (or all outstanding Securities), certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this MAPS shall be conclusive and binding upon such Holder and upon
all future Holders of this MAPS and other MAPS issued upon the registration or
transfer hereof or in exchange heretofore or in lieu hereof, whether or not
notation of such consent or waiver is made upon the MAPS.
9. Obligation to Pay Principal, Premium, If Any, and Interest. No
reference herein to the Indenture and no provision of this certificate or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay principal, premium, if any, and interest in respect of
the MAPS at the times, places and rate or formula herein prescribed.
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10. Transfer and Exchange. As provided in the Indenture and subject to
certain limitations therein and herein set forth, the transfer of the MAPS is
registrable in the Security Register of the Company upon surrender of the MAPS
for registration of transfer at the office or agency of the Company in any place
where the principal hereof and any premium or interest hereon 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 by his attorney duly authorized in writing, and thereupon one
or more new MAPS, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. As
provided in the Indenture and subject to certain limitations therein and herein
set forth, the MAPS are exchangeable for a like aggregate principal amount of
MAPS of different authorized denominations but otherwise having the same terms
and conditions, as requested by the Holder hereof 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 as provided in the
Indenture.
Prior to due presentment of the MAPS for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name the MAPS are registered as the owner thereof for all
purposes, whether or not the MAPS be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
11. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.
12. No Recourse against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the MAPS or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting the MAPS waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the MAPS.
13. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants
by the entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
14. Governing Law. The Indenture and the MAPS shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to applicable principles of conflicts of laws to the extent the
application of the laws of another jurisdiction would be required thereby.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Request may be made to:
Union Texas Petroleum Holdings, Inc.
1330 Post Oak Boulevard
Houston, Texas 77056
Attention: General Counsel
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
______________________________________________________________________________
(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)
the within MAPS of Union Texas Petroleum Holdings, Inc., and the undersigned
hereby does irrevocably constitute and appoint
_________________________________________ as agent to transfer said MAPS on the
books of the within-named Company with full power of substitution in the
premises.
Dated: ______________________
Signature: ________________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within MAPS in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed: ________________________________
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (e.g., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc., Medallion Signature Program).
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