FIRST INDENTURE SUPPLEMENT
THIS FIRST INDENTURE SUPPLEMENT (the First Indenture Supplement), dated as of , 2021, between NOBLE ENERGY, INC., a Delaware corporation (together with its successors and assigns as provided in the Indenture referred to below, the Company), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (together with its successors in trust thereunder as provided in the Indenture referred to below, the Trustee), as trustee under an Indenture, dated as of October 14, 1993, between the Company and the Trustee (the Indenture).
The Company has executed and delivered to the Trustee the Indenture, under which the Company has issued its 7.250% Notes Due 2023 in the aggregate principal amount of $100,000,000 (the Notes);
Section 902 of the Indenture provides, among other things, that, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may, subject to certain exceptions noted therein, enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of the Indenture or of modifying in any manner the rights of the Holders thereunder.
Chevron U.S.A. Inc. and Chevron Corporation (together, Chevron) have solicited consents from the holders of the Notes to effect certain proposed amendments (the Proposed Amendments) to the Indenture as set forth in Section 2 of this First Indenture Supplement and as described in the prospectus, dated as of December , 2020, filed with the Securities and Exchange Commission and forming part of Chevrons Registration Statement on Form S-4 in connection with the terms and conditions of the offers by Chevron to exchange any and all of the outstanding Notes for new notes issued by Chevron U.S.A. Inc. and guaranteed by Chevron Corporation and the solicitation of consents for the Proposed Amendments.
Chevron has received and caused to be delivered to the Trustee evidence of the consents from holders of at least a majority of the outstanding aggregate principal amount of the Notes, as applicable, affected by this First Indenture Supplement to effect the Proposed Amendments under the Indenture with respect to the Notes.
The Company is authorized by a Board Resolution to enter into this First Indenture Supplement.
The Company has requested that the Trustee execute and deliver this First Indenture Supplement.
The Company has duly authorized the execution and delivery of this First Indenture Supplement, the conditions set forth in the Indenture for the execution and delivery of this First Indenture Supplement have been complied with and all things necessary to make this First Indenture Supplement a valid amendment of, and supplement to, the Indenture have been done by the Company.