1
EXHIBIT 4.1
FORM OF PROPOSED DEBT SECURITIES
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, 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 in such other name as
requested by an authorized representative of The Depository Trust Company (and
any payment is made to Cede & Co. or such other entity as is requested by an
authorized representative of The Depository Trust Company), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
ATLANTIC RICHFIELD COMPANY
__% DEBENTURE DUE ____ CUSIP ___________
No. $
ATLANTIC RICHFIELD COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company"), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of $ at the office or agency of the Company in the
Borough of Manhattan, The City of New York, on _____________ in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semiannually on _______ and _________ of each year, on said principal sum of
said office or agency, in like coin or currency, at the rate per annum
specified in the title hereof, from the _______ or the _________, as the case
may be, next preceding the date of this Debenture to which interest on the
Debentures has been paid (unless the date hereof is the date to which interest
on the Debentures has been paid, in which case from the date of this
Debenture), or, if no interest has been paid on the Debentures since the
original issue date of this Debenture, from such original issue date, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after the _________ day of
any _____ or _________ and before the first day of the next succeeding _____ or
_______, this Debenture shall bear interest from such _______ or _________;
provided, however, that if the Company shall default in the payment of interest
due on such _______ or _________, then this Debenture shall bear interest from
the next preceding _______ or _________ to which interest on the Debentures has
been paid, or, if no interest has been paid on the Debentures since the
original issue date of this Debenture, from such original issue date. The
interest so payable on any _______ or _________ will, except as provided in the
Indenture dated as of [May 15, 1985] [January 1, 1992] (herein called the
"Indenture") duly executed and delivered by the Company to [The Chase Manhattan
Bank, N.A.]. [The Bank of New York] Trustee (herein called the "Trustee"), be
paid to the person in whose name this Debenture is registered at the close of
business on the _________ day of the next preceding _____ or _________, whether
or not such fifteenth day is a business day, and may, at the option of the
Company, be paid by check mailed to the registered address of such person.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture.
This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of Indebtedness of the Company (herein called the
"Securities"), of the series hereinafter specified, all issued or to be issued
under and pursuant to the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities.
The Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to different sinking,
purchase
2
or analogous funds (if any), may be subject to different covenants and Events of
Default and may otherwise vary as provided in the Indenture. This Debenture is
one of a series of Securities of the Company issued pursuant to the Indenture,
designated as the __% Debenture Due ____ (herein called the "Debentures")
limited in aggregate principal amount to $_________.
In case an Event of Default shall occur and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than 50% in aggregate principal
amount at Stated Maturity of the Securities at the time outstanding of each
series affected by such supplemental indenture or indentures, evidenced as
provided in the Indenture, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture as such provisions apply to such
Securities or modifying in any manner the rights of the Holders of the
Securities of each such series; provided, however, that no such supplemental
indenture shall without the consent of the Holder of each outstanding Security
affected thereby (i) extend the fixed maturity of any Security or reduce the
rate or extend the time of payment of interest thereon or reduce the principal
thereof or the time during which premium is payable thereon or make the
principal thereof or any premium or interest thereon payable in any coin or
currency other than that provided in the Securities, or (ii) reduce the
percentage in principal amount at Stated Maturity of the outstanding Securities,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver of compliance with
certain provisions of the Indenture or of certain defaults under and their
consequences provided for in the Indenture. Any such consent or waiver by the
Holder of this Debenture (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Debenture and any Debentures which may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Debenture or such other Debentures.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium and interest on
this Debenture at the place, at the respective times, at the rate and in the
coin or currency herein prescribed.
The Debentures may not be redeemed prior to [ ].
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000. Debentures may be exchanged
for a like aggregate principal amount of Debentures of other authorized
denominations, without charge except for any tax or other governmental charge
imposed in relation thereto, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Debenture or Debentures of authorized denominations for an equal
aggregate principal amount at Stated Maturity will be issued to the transferee
in exchange therefor, subject to the limitations provided in the Indenture,
without charge except for any tax or other governmental charge imposed in
relation thereto.
Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, any paying agent and any Debenture registrar may deem
and treat the registered Holder hereof as the absolute owner of this Debenture
(whether or not this Debenture shall be overdue and notwithstanding any
notation of ownership or other writing hereon by anyone other than the Company,
any Debenture registrar or the Trustee), for the purpose of receiving payment
hereof or on account hereof, and for all
2
3
other purposes (subject to the provisions of the first paragraph hereof), and
neither the Company nor the Trustee nor any paying agent nor any Debenture
registrar shall be affected by any notice to the contrary.
No recourse for the payment of the principal of or premium, if any, or
interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the indenture or any indenture supplemental thereto
or in any Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as a condition of and as part of the
consideration for the issue hereof, expressly waived and released.
Terms used herein which are defined in the indenture shall have the
meanings assigned to them in the indenture.
IN WITNESS WHEREOF, Atlantic Richfield Company has caused this instrument
to be signed, manually or by facsimile, by its chairman of the Board, its
President or one of its Vice Presidents and by its Treasurer or one of its
Assistant Treasurers, and its corporate seal to be printed engraved or otherwise
reproduced hereof by facsimile or otherwise.
ATLANTIC RICHFIELD COMPANY
By By
---------------------- ------------------------
Senior Vice President Chairman of the Board
and Treasurer
Dated:
--------------
This is one of the securities issued under the within-mentioned indenture.
[THE CHASE MANHATTAN BANK, N.A.] as Trustee
[The Bank of New York]
By
-------------------------------
Authorized Officer
3