EXHIBIT 99.1
TEXACO CAPITAL INC.
OFFICERS' CERTIFICATE
Pursuant to Section 2.02 of the Indenture dated as of August 24, 1984, as
(1) supplemented and restated by the First Supplemental Indenture dated as of
January 31, 1990, (2) amended by the First Supplement to the First Supplemental
Indenture dated as of October 11, 1990, and (3) further amended by the Second
Supplement to the First Supplemental Indenture, dated as of August 5, 1997, (as
so supplemented and amended, the "Indenture") among Texaco Capital Inc., Texaco
Inc., and The Chase Manhattan Bank, as Trustee (the "Trustee"), the undersigned
officers of the Company hereby establish a Series of Securities having the
following terms and provisions:
The Securities shall be designated "Second Series 1999 Medium-Term
Notes" (the "Notes").
The aggregate principal amount of the Notes authorized to be
authenticated and delivered at any one time, subject to Sections 2.10, 2.11
and 2.14 of the Indenture, is limited to $2,000,000,000 in U.S. dollars or
the equivalent in non-U.S. dollar denominated currencies or currency units.
Each Note may be denominated in authorized denominations in U.S.
dollars, other currencies, or composite currencies (the "Specified
Currency").
The Notes will be offered at varying maturities of nine months or more
from their dates of issue and may be subject to redemption at the option of
the Company or repayment at the option of the holder prior to maturity.
The authorized denominations of the Notes denominated in U.S. dollars
will be integral multiples of $1,000. We will designate the authorized
denominations of foreign currency Notes at the time of the issuance and sale
of the Notes.
The principal amount of a Note payable at maturity may be determined by
either the relationship between a denominated currency and another currency
or the relationship between the difference in the price of a specified
commodity on certain specified dates or by reference to any other index.
Each Note will bear interest at a fixed rate, which may be zero in the
case of certain Notes issued at a price representing a discount from the
principal amount payable at maturity, or at a floating rate determined by
reference to the CD Rate, the Commercial Paper Rate, the Federal Funds Rate,
LIBOR, the Treasury Rate, the Prime Rate, the CMT Rate, the Eleventh
District Cost of Funds Rate, or any other Base Rate as adjusted by the
Spread or Spread Multiplier, if any, applicable to such Note.
Each Note will be represented by either a global security registered in
the name of a nominee of The Depository Trust Company, as Depository, or
other depository, or a certificate issued in definitive form, as set forth
in the applicable Pricing Supplement. Beneficial interests in Book-Entry
Notes will be shown on, and transfers thereof will be effected only through,
records maintained by the Depository and its participants.
Unless otherwise specified at the time of the issuance and sale of the
Note, interest on each fixed rate note will accrue from its date of issue
and will be payable semi-annually and at maturity, and interest on each
floating rate note will accrue from its date of issue and will be payable
monthly, quarterly, semi-annually or annually, and at maturity. The record
date with respect to any interest payment date shall be the date fifteen
calendar days (unless otherwise specified at the time of the issuance)
immediately preceding such interest payment date whether or not such date
shall be a business day.
Unless otherwise specified at the time of the issuance and sale of the
Note, payments in U.S. dollars of interest on Notes (other than interest
payable at maturity or upon earlier redemption or repayment) will be made by
mailing a check to the holder at the address of such holder appearing on the
Register on the applicable record date. Notwithstanding the foregoing: (a)
the Depository, as holder of the book-entry Note shall be entitled to
receive payments of interest by wire transfer of
immediately available funds; and (b) a holder of U.S. $10,000,000 or more in
aggregate principal amount of certified Notes of like tenor and terms (or a
holder of the equivalent thereof in a Specified Currency other than U.S.
dollars) shall be entitled to receive such payments in U.S. dollars by wire
transfer of immediately available funds, but only if appropriate payment
instructions have been received in writing by the Paying Agent not less than
fifteen days prior to the applicable Interest Payment Date. Unless otherwise
specified at the time of issuance and sale of a Note, principal and any
premium and interest payable at maturity or upon earlier redemption or
repayment in respect of a Note will be paid in immediately available funds
upon surrender of such Note at the office of the Paying Agent.
The Company has initially appointed The Chase Manhattan Bank, 450 West
33(rd) Street, New York, NY 10001 as Paying Agent.
Each Note will indicate either that such Note cannot be redeemed prior
to maturity or that such Note will be redeemable at the option of the
Company on a date or dates specified prior to maturity at a price or prices
determined at the time of issuance together with accrued interest to the
date of redemption. Unless otherwise specified at the time of issuance, the
Notes will not be subject to any sinking fund requirements. The Company may
redeem any of the Notes which are redeemable and remain outstanding either
in whole or from time to time in part, upon not more than 60 days' notice.
If less than all of the Notes with like tenor and terms are to be redeemed,
the Notes to be redeemed, the Notes to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and appropriate.
The due and punctual payment of the principal of (and premium, if any)
and interest, if any, on each Note, when and as the same shall become due
and payable, whether at maturity or upon redemption, declaration or
otherwise, shall be unconditionally guaranteed by Texaco Inc.
Although the Indenture provides that the Company may terminate its
obligations with respect to any Series of Securities by making certain
deposits with the Trustee, the Notes shall provide that the Company will not
exercise any such right with respect to the Notes.
At the time of the issuance of each Note, any of the Chairman of the
Board, the President, the Vice Presidents or the Treasurer (the "Company
Officers") who is acting with respect to such issuance shall determine the
terms of such Note provided that the Company Officer acting shall determine
(taking into consideration any other contractual arrangements that may be in
place, if any) with respect to such Notes that: (i) the aggregate principal
amount of Notes issued does not exceed Two Billion Dollars (or the
equivalent in non-U.S. dollar-denominated currencies or currency units); and
(ii) the all-in-interest cost shall not exceed 8%, such determination to be
conclusively evidenced by the issuance of such Notes.
The Notes shall be in the form of Exhibit C to the Distribution
Agreement attached as Exhibit 99.2 to Texaco Inc.'s Current Report on Form
8-K, filed with the Securities and Exchange Commission on August 3, 1999.
Unless otherwise defined herein, capitalized terms used herein have the
meanings set forth in the Indenture and the Notes.
J. F. Link
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CHAIRMAN
R. C. Gordan
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PRESIDENT
Dated: August 3, 1999