Exhibit 4.1
 
1
 
DESCRIPTION OF THE REGISTRANT’S
 
SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF
 
THE
SECURITIES EXCHANGE ACT OF 1934
 
As of December 31, 2019, ConocoPhillips
 
had two classes of securities registered under
 
Section
12 of the Securities Exchange Act of 1934, as
 
amended:
 
our common stock and the 7% Debentures
due 2029 issued by ConocoPhillips Company, as successor to Phillips Petroleum
 
Company (the “2029
Debentures”). Unless the context otherwise requires,
 
references to “ConocoPhillips,” “us,” “we”
 
and
“our” are solely to ConocoPhillips and not to any of
 
its subsidiaries or affiliates, and references to
“CPCo” refer solely to ConocoPhillips Company, and not any of its subsidiaries
 
or affiliates.
DESCRIPTION OF CAPITAL STOCK
 
The following summary description of our common
 
stock is based upon our certificate of
incorporation and bylaws and applicable provisions
 
of the law.
 
The summary is not complete and is
subject to and qualified in its entirety by reference
 
to the complete text of our certificate
 
of
incorporation and bylaws, which are filed as
 
exhibits to this Annual Report on Form
 
10-K. You
should read those documents for provisions
 
that may be important to you.
Authorized Capital Stock
 
We are authorized to issue 2.5 billion shares of common stock, par value $0.01
 
per share, and
500 million shares of preferred stock, par value
 
$0.01 per share.
 
As of December 31, 2019, there were
1,084,868,389 shares of common stock issued and
 
outstanding and no shares of preferred stock
 
issued
and outstanding.
Common Stock
 
Each holder of our common stock is entitled
 
to one vote per share in the election of directors
 
and
on all other matters submitted to the vote of
 
our stockholders. However, except as otherwise required
by law, holders of our common stock are not entitled to vote on any amendment
 
to our certificate of
incorporation that relates solely to the terms of
 
any series of our preferred stock if holders
 
of our
preferred stock are entitled to vote on the amendment
 
under our certificate of incorporation or
Delaware law. There are no cumulative voting rights, meaning that the holders
 
of a majority of the
shares of our common stock voting for the election
 
of directors can elect all of the directors
 
standing
for election.
 
Subject to the rights of the holders of any
 
series of our preferred stock that may be
 
outstanding
from time to time, each share of our common stock
 
will have an equal and ratable right to receive
dividends as may be declared by the our board of
 
directors out of funds legally available for
 
the
payment of dividends, and, in the event of
 
our liquidation, dissolution or winding up,
 
will be entitled
to share equally and ratably in the assets available
 
for distribution to our stockholders. No holder
 
of
our common stock will have any preemptive
 
or other subscription rights to purchase or subscribe
 
for
any of our securities. In addition, holders of our
 
common stock have no conversion rights,
 
and there
are no redemption or sinking fund provisions applicable
 
to our common stock.
 
 
Our common stock is traded on the New York Stock Exchange under the trading
 
symbol "COP."
The transfer agent for our common stock is
 
Computershare Shareowner Services LLC.
 
 
 
Exhibit 4.1
 
2
 
Anti-Takeover Provisions of ConocoPhillips' Certificate of Incorporation and Bylaws
 
Our certificate of incorporation and bylaws contain
 
provisions that could delay or make more
difficult the acquisition of control of us through a hostile
 
tender offer, open market purchases, proxy
contest, merger or other takeover attempt that a stockholder
 
might consider in his or her best interest,
including those attempts that might result in
 
a premium over the market price of our common
 
stock.
Authorized but Unissued Stock
 
We have 2.5 billion authorized shares of common stock and 500 million authorized
 
shares of
preferred stock. One of the consequences of our
 
authorized but unissued common stock and
undesignated preferred stock may be to enable our
 
board of directors to make more difficult or to
discourage an attempt to obtain control of us.
 
If, in the exercise of its fiduciary obligations,
 
our board
of directors determined that a takeover proposal
 
was not in our best interest, our board of directors
could authorize the issuance of those shares
 
without stockholder approval, subject to limits
 
imposed
by the New York Stock Exchange. The shares could be issued in one or more transactions
 
that might
prevent or make the completion of a proposed change
 
of control transaction more difficult or costly
by:
•
 
diluting the voting or other rights of the proposed
 
acquiror or insurgent stockholder
group;
•
 
creating a substantial voting block in institutional
 
or other hands that might undertake to
support the position of the incumbent board; or
•
 
effecting an acquisition that might complicate or preclude
 
the takeover.
 
In this regard, our certificate of incorporation
 
grants our board of directors broad power to
establish the rights and preferences of the authorized
 
and unissued preferred stock. Our board
 
of
directors could establish one or more series of preferred
 
stock that entitle holders to:
•
 
vote separately as a class on any proposed merger or consolidation;
•
 
cast a proportionately larger vote together with our common
 
stock on any transaction or
for all purposes;
•
 
elect directors having terms of office or voting rights
 
greater than those of other directors;
•
 
convert preferred stock into a greater number
 
of shares of our common stock or other
securities;
•
 
demand redemption at a specified price under prescribed
 
circumstances related to a
change of control of us; or
•
 
exercise other rights designed to impede a takeover.
Stockholder Action by Written Consent; Special Meetings of Stockholders
Our certificate of incorporation provides that
 
no action that is required or permitted to be taken
 
by
stockholders at any annual or special meeting
 
may be taken by written consent of stockholders in
 
lieu
of a meeting, and that special meetings of stockholders
 
may be called only by our board of directors
 
or
the chairman of the board.
Advance Notice Procedure for Director
 
Nominations and Stockholder Proposals; Proxy
 
Access
Our bylaws provide the manner in which stockholders
 
may give notice of stockholder nominations
and other business to be brought before an annual
 
meeting. In general, to bring a matter before an
annual meeting or to nominate a candidate for director, a stockholder
 
must give notice of the proposed
matter or nomination not less than 90 and not more
 
than 120 days prior to the first anniversary date of
the immediately preceding meeting. If the annual
 
meeting is not within 30 days before or after
 
the
 
Exhibit 4.1
 
3
 
anniversary date of the preceding annual meeting,
 
the stockholder notice must be received not
 
earlier
than the 120th day prior to the date of such annual
 
meeting and not later than the close of business
 
on
the later of (1) 90 days prior to the date of the
 
annual meeting or (2) if the first public
 
announcement
of the date of such annual meeting is less
 
than 100 days prior to the date of the annual
 
meeting, the
close of business on the 10th day following the day
 
on which notice of the annual meeting was mailed
or first publicly disclosed.
 
In addition to the director nomination provisions
 
described above, our bylaws contain
 
a “proxy
access” provision that provides that any stockholder
 
or group of up to twenty stockholders who have
owned 3% or more of our outstanding common stock
 
continuously for at least three years to nominate
and include in our proxy materials director
 
candidates constituting up to 20% of our board
 
of directors
or two directors, whichever is greater, provided that the stockholders
 
and the nominees satisfy the
eligibility requirements specified in our bylaws.
 
A stockholder proposing to nominate a person for
election to our board of directors through the proxy
 
access provision must provide us
 
with a notice
requesting the inclusion of the director nominee in
 
our proxy materials and other required information
not less than 120 days nor more than 150 days
 
prior to the first anniversary of the date on
 
which we
first mail our proxy materials for the preceding
 
year's annual meeting of stockholders.
 
In addition, an
eligible stockholder may include a written statement
 
of not more than 500 words supporting
 
the
candidacy of such stockholder nominee. The complete
 
proxy access provision for director
nominations are set forth in our bylaws.
 
These procedures may limit the ability of stockholders
 
to nominate candidates for director and
bring other business before a stockholders meeting,
 
including the consideration of any transaction
 
that
could result in a change of control and that might
 
result in a premium to our stockholders.
Fair Price Provision
 
Our certificate of incorporation requires that specified
 
business combinations involving a person
or entity that beneficially owns 15% or more of
 
the outstanding shares of our voting stock
 
or that is an
affiliate of that person, which we refer to as a related person,
 
must be approved by (1) at least 80% of
the votes entitled to be cast by the voting stock
 
and (2) at least 66
2
/3% of the votes entitled to be cast
by the voting stock other than voting stock owned
 
by the related person. These supermajority
requirements do not apply if:
•
 
a majority of the directors who are unaffiliated with the
 
related person and who were in
office before the related person became a related person
 
approve the transaction; or
•
 
specified fair price conditions are met that
 
in general provide that the payment received
by the stockholders in the business combination
 
is not less than the amount the related
person paid or agreed to pay for any shares of our
 
voting stock acquired within one year
of the business combination.
Amendment of Certificate of Incorporation
 
and Bylaws
 
Amendments to our certificate of incorporation
 
generally must be approved by our board of
directors and by a majority of the outstanding
 
stock entitled to vote on the amendment,
 
and, if
applicable, by majority of the outstanding stock
 
of each class or series entitled to vote on the
amendment as a class or series.
 
Under our certificate of incorporation, the affirmative
 
vote of shares representing not less than
80% of the votes entitled to be cast by the voting
 
stock is required to alter, amend or adopt any
provision inconsistent with or repeal the provisions
 
that, among others, (1) control the constitution
 
of
our board of directors, (2) deny stockholders the
 
right to call a special meeting or to act
 
by written
 
Exhibit 4.1
 
4
 
consent, (3) limit or eliminate the liability
 
of our directors and (4) set the 80% supermajority
 
threshold
applicable with respect to the provisions above.
 
Additionally, the affirmative vote of shares representing (1) not less than 80% of the
 
votes
entitled to be cast by the voting stock, voting together
 
as a single class, and (2) not less than 66
2
/3% of
the votes entitled to be cast by the voting stock
 
not owned, directly or indirectly, by any related person
is required to amend, repeal, or adopt any provisions
 
inconsistent with, the fair price provision
described above.
 
Our bylaws have similar supermajority vote requirements
 
for provisions relating to, among
others, special stockholder meetings; prohibition
 
on action by stockholder written consent;
 
nominating
directors and bringing business before an annual
 
stockholder meeting; the number, classification and
qualification of directors; filling vacancies
 
on the board of directors; and removing directors.
Limitation of Liability of Directors
 
To the fullest extent permitted by Delaware law, our directors will not be personally liable to us
or our stockholders for monetary damages for breach
 
of fiduciary duty as a director. Delaware law
currently permits the elimination of all liability
 
for breach of fiduciary duty, except liability:
•
 
for any breach of the duty of loyalty to us or our
 
stockholders;
•
 
for acts or omissions not in good faith or involving
 
intentional misconduct or a knowing
violation of law;
•
 
for unlawful payment of a dividend or unlawful stock
 
purchases or redemptions; and
•
 
for any transaction from which the director derived
 
an improper personal benefit.
 
As a result, neither us nor our stockholders
 
have the right, through stockholders' derivative
 
suits
on our behalf, to recover monetary damages
 
against a director for breach of fiduciary
 
duty as a
director, including breaches resulting from grossly negligent behavior, except in the situations
described above.
Delaware Anti-Takeover Law
 
We are a Delaware corporation and is subject to Section 203 of the Delaware General
Corporation Law, which regulates corporate acquisitions. Section 203 prevents
 
an “interested
stockholder,” which is defined generally as a person owning 15% or
 
more of a corporation's voting
stock, or any affiliate or associate of that person, from engaging
 
in a broad range of “business
combinations” with the corporation for three years
 
after becoming an interested stockholder
 
unless:
•
 
the board of directors of the corporation had
 
previously approved either the business
combination or the transaction that resulted in
 
the stockholder's becoming an interested
stockholder;
•
 
upon completion of the transaction that resulted
 
in the stockholder's becoming an
interested stockholder, that person owned at least 85% of the voting
 
stock of the
corporation outstanding at the time the transaction
 
commenced, excluding shares owned
by persons who are directors and also officers and shares
 
owned in employee stock plans
in which participants do not have the right to determine
 
confidentially whether shares
held subject to the plan will be tendered in a tender
 
or exchange offer; or
•
 
following the transaction in which that person became
 
an interested stockholder, the
business combination is approved by the board of
 
directors of the corporation and holders
of at least two-thirds of the outstanding voting stock
 
not owned by the interested
stockholder.
 
Exhibit 4.1
 
5
 
 
Under Section 203, the restrictions described
 
above also do not apply to specific business
combinations proposed by an interested stockholder
 
following the announcement or notification
 
of
designated extraordinary transactions involving the corporation
 
and a person who had not been an
interested stockholder during the previous three
 
years or who became an interested stockholder
 
with
the approval of a majority of the corporation's
 
directors, if such extraordinary transaction is
 
approved
or not opposed by a majority of the directors who
 
were directors prior to any person becoming an
interested stockholder during the previous three
 
years or were recommended for election or elected
 
to
succeed such directors by a majority of such
 
directors.
 
Section 203 may make it more difficult for a person
 
who would be an interested stockholder to
effect various business combinations with a corporation
 
for a three-year period.
DESCRIPTION OF THE 2029 DEBENTURES
 
The following description of the 2029 Debentures
 
is a summary and does not purport to
 
be
complete.
 
It is subject to and qualified in its entirety
 
by reference to the Indenture, dated September
15, 1990 (the “Indenture”), as supplemented by
 
Supplemental Indenture No. 1, dated May
 
23, 1991,
and the Supplement, dated September 9, 2002 (together
 
with the Indenture, the “Senior Indenture”),
between CPCo (as successor to Phillips Petroleum
 
Company) and U.S. Bank National Association,
formerly First Trust National Association (as successor to
 
Continental Bank, National Association), as
trustee, forms of which are available from us
 
upon request.
 
The 2029 Debentures are traded on the
NYSE Stock Exchange under CUSIP No. 718507BK1.
 
You
 
should read the Senior Indenture for
provisions that may be important to you.
 
Interest and Maturity
The 2029 Debentures were initially issued
 
in aggregate principal amount of $200,000,000
 
and bear
interest at the rate of 7% per year. The maturity date of the 2029 Debentures
 
is March 30, 2029.
 
Interest on the 2029 Debentures are payable semiannually
 
on March 30 and September 30 of each
year, commencing September 30, 1999, to the holders of record
 
of the 2029 Debentures at the close of
business on the preceding March 15 or September
 
15, whether or not that day is a business day. All
payments of interest and principal are payable in
 
United States dollars.
 
Principal and interest on the 2029 Debentures are
 
payable, and the 2029 Debentures may
 
be presented
for transfer and exchange, at the corporate trust
 
office or agency of the trustee in New York, New
York or Chicago, Illinois.
 
Payment of interest may also be made by check
 
mailed to the registered
holders, at our option.
 
Ranking; Guarantees
The 2029 Debentures are senior unsecured obligations
 
of CPCo and rank equally in right of payment
to all of CPCo’s other unsecured senior indebtedness. The 2029 Debentures
 
are not be entitled to the
benefit of any sinking fund. ConocoPhillips
 
has fully and unconditionally guaranteed, on a senior
unsecured basis, the full and prompt payment of the
 
principal of and interest on the 2029 Debentures,
when and as they be become due and payable,
 
whether at maturity or otherwise.
 
Optional Redemption
 
At CPCo’s option, CPCo may redeem the 2029 Debentures, in whole
 
or in part, at any time or from
time to time at a redemption price equal to the greater
 
of (i) 100 percent of the principal amount of the
2029 Debentures to be redeemed, and (ii) the sum
 
of the present values of the remaining scheduled
payment of principal and interest on the 2029
 
Debentures to be redeemed (not including any portion
of such payments of interest accrued as of the date
 
of redemption) discounted to the date
 
of
 
Exhibit 4.1
 
6
 
redemption on a semi-annual basis (assuming
 
a 360-day year consisting of twelve 30-day
 
months) at
the Adjusted Treasury Rate (as defined below) plus 25 basis
 
points for the 2029 Debentures, as
determined by the Quotation Agent (as defined below),
 
in each case, plus accrued interest thereon
 
to
the date of redemption.
 
Notice of any redemption must be mailed at least
 
30 days but not more than 60 days before
 
the
redemption date to each holder of the 2029
 
Debentures to be redeemed. Unless CPCo defaults
 
in
payment of the redemption price, on and after
 
the redemption date, interest will cease to accrue on
 
the
2029 Debentures or portions thereof called for
 
redemption.
 
 
“Adjusted Treasury Rate” means, with respect to any redemption
 
date, the rate per annum equal to the
semi-annual equivalent yield to maturity of
 
the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of
 
its principal amount) equal to the
Comparable Treasury Price for such redemption date.
 
“Comparable Treasury Issue” means the United States Treasury security selected
 
by the Quotation
Agent as having a maturity comparable to the
 
remaining term of the 2029 Debentures to
 
be redeemed
that would be utilized, at the time of selection
 
and in accordance with customary financial practice,
 
in
pricing new issues of corporate debt securities of
 
comparable maturity to the remaining term
 
of the
2029 Debentures.
 
 
“Comparable Treasury Price” means, with respect to any
 
redemption date, (i) the average of the
Reference Treasury-Dealer Quotations for such redemption date,
 
after excluding the highest and
lowest of
such Reference Treasury Dealer Quotations, or (ii) if the trustee
 
obtains fewer than three such
Reference
Treasury Dealer Quotations, the average of all such quotations.
 
“Quotation Agent” means the Reference Treasury Dealer appointed
 
by CPCo.
 
“Reference Treasury Dealer” means (i) each of Merrill
 
Lynch, Pierce, Fenner & Smith Incorporated,
Chase Securities Inc., Goldman, Sachs & Co.
 
and J.P.
 
Morgan Securities Inc. and their respective
successors;
provided, however, that if any of the foregoing shall cease to be a primary
 
U.S. Government securities
dealer
in New York City (a "Primary Treasury Dealer"), CPCo shall substitute therefor another Primary
Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by CPCo.
 
“Reference Treasury Dealer Quotations” means, with respect
 
to each Reference Treasury Dealer and
any
redemption date, the average, as determined by
 
CPCo, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
 
principal amount) quoted in writing to the
trustee by such Reference Treasury Dealer at 5:00 p.m., New
 
York City time, on the third business
day preceding such
redemption date.
 
Certain Covenants
Limitation on Liens
 
CPCo will not, and will not permit any Restricted
 
Subsidiary (as defined below) to, incur, issue,
assume or guarantee any indebtedness for borrowed
 
money secured by a mortgage, pledge or other
lien (“Mortgage”) on any Restricted Property
 
(as defined below), or on any shares of stock or
 
Exhibit 4.1
 
7
 
indebtedness of a Restricted Subsidiary, without providing that the 2029 Debentures
 
shall be secured
equally and ratably with (or prior to) such secured
 
indebtedness, unless after giving effect thereto
 
the
aggregate amount of all such indebtedness so
 
secured (other than indebtedness secured by excepted
Mortgages referred to in the following sentence),
 
together with all CPCo’s Attributable Debt (as
defined below) and CPCo’s Restricted Subsidiaries in respect of sale and leaseback
 
transactions
involving Restricted Property, except sale and leaseback transactions, the proceeds
 
of which are
applied to the retirement of funded debt, would not
 
exceed 10 percent of Consolidated Adjusted
 
Net
Assets (as defined below) as shown on CPCo’s latest audited consolidated
 
financial statements. This
restriction will not apply to (a) Mortgages on property
 
of, or on any shares of stock or indebtedness
 
of,
any corporation existing at the time such corporation
 
becomes a Subsidiary (as defined below), (b)
Mortgages on property existing at the time
 
of acquisition thereof (including acquisition
 
through
merger or consolidation) or to secure the payment of all
 
or any part of the purchase price or
construction cost thereof or to secure any indebtedness
 
incurred prior to, at the time of, or within six
months after such acquisition or completion of such
 
property for the purpose of financing
 
all or any
part of the purchase price or construction cost thereof,
 
(c) Mortgages on substantially unimproved
property to secure the cost of exploration, drilling
 
or development of, or improvements to, such
property, and (d) Mortgages in favor of CPCo or a Restricted Subsidiary, and will not apply to any
extension, renewal or replacement of any
 
Mortgage referred to in the foregoing clauses
 
(a) through
(d), inclusive. The following types of transactions
 
are not deemed to create indebtedness
 
secured by
Mortgage (a) the sale or transfer of crude oil, natural
 
gas or natural gas liquids in place for a period
 
of
time until, or in an amount such that, the purchaser
 
will realize there from a specified amount of
money or of such oil, gas or gas liquids, or any
 
other interest in property commonly referred
 
to as a
"production payment,” and (b) the Mortgage
 
of any property of CPCo or any Subsidiary
 
in favor of
governmental bodies to secure partial progress,
 
advance or other payments to CPCo or
 
any Subsidiary
pursuant to any contract or statute, or the Mortgage
 
of any property to secure indebtedness of the
pollution control or industrial revenue bond type.
Limitation on Sales and Leasebacks
 
Neither CPCo nor any Restricted Subsidiary may
 
enter into any sale and leaseback transaction
involving any Restricted Property which has been
 
owned or operated by CPCo or such
 
Restricted
Subsidiary for more than six months unless (a)
 
CPCo or such Restricted Subsidiary could
 
mortgage
such property in an amount equal to the
 
Attributable Debt with respect to the sale and leaseback
transaction without equally and ratably securing
 
the 2029 Debentures, (b) since the date
 
of the Senior
Indenture and within a period commencing
 
12 months prior to the consummation of the
 
sale and
leaseback transaction and ending 12 months after
 
the consummation of such sale and leaseback
transaction, CPCo or any Restricted Subsidiary
 
has expended or will expend for any Restricted
Property an amount equal to (i) the greater
 
of (x) the net proceeds of such sale and leaseback
transaction and (y) the fair market value of the
 
Restricted Property so leased at the time
 
of entering
into such transaction, as determined by CPCo’s board of directors
 
(the greater of the sums specified in
clauses (x) and (y) being referred to herein as the
 
"Net Proceeds of such transaction"), and CPCo
elects to designate such amount as satisfying
 
any obligation it would otherwise have under
 
clause (c)
hereof, or (ii) a part of the Net Proceeds of such
 
transaction and CPCo elects to designate
 
such amount
as satisfying part of the obligation it would otherwise
 
have under clause (c) hereof and applies
 
an
amount equal to the remainder of such Net Proceeds
 
as provided in clause (c) hereof, or (c) CPCo,
within 12 months of the consummation of any
 
such sale and leaseback transaction, applies
 
an amount
equal to the Net Proceeds of such transaction (less
 
any amount elected under clause (b) hereof)
 
to the
retirement of certain funded indebtedness of CPCo
 
ranking on a parity with the 2029 Debentures.
 
This
restriction will not apply to certain sale and leaseback
 
transactions (a) between CPCo and a Restricted
Subsidiary or between Restricted Subsidiaries,
 
or (b) involving the taking back of a lease
 
for a period
of less than three years.
 
 
 
Exhibit 4.1
 
8
 
Limitations on Mergers and Sales of Assets
 
Neither the Senior Indenture nor the 2029 Debentures
 
contain covenants or other provisions to afford
protection to the holders of the 2029 Debentures in
 
the event of a recapitalization, holding
 
company
merger, or other transaction (leverage or otherwise) with CPCo, CPCo’s management or affiliates,
except to the limited extent described below.
CPCo may not consolidate with, or merge into, any corporation
 
or convey or transfer its properties
and assets substantially as an entirety to any person
 
unless the successor entity shall be a corporation
organized under the laws of the United States or any
 
state or the District of Columbia and shall
expressly assume CPCo’s obligations under the Senior Indenture. If, upon
 
any such consolidation,
merger, conveyance or transfer of CPCo with or into any person or of any
 
Restricted Subsidiary with
or to any other Subsidiary, any Restricted Property of CPCo or of any Restricted
 
Subsidiary or any
shares of stock or indebtedness of any Restricted
 
Subsidiary would thereupon become subject
 
to any
Mortgage (other than a Mortgage permitted under
 
the limitation on liens described above, without
CPCo having to secure the 2029 Debentures equally
 
and ratably), CPCo will secure the 2029
Debentures (together with, if CPCo shall so
 
determine, other securities ranking on a parity
 
with the
2029 Debentures) prior to all liens other than any
 
theretofore existing.
Definitions
“Attributable Debt” is defined to mean the total
 
net amount of rent (discounted at the rate
 
per annum
indicated in the Senior Indenture) required to
 
be paid during the remaining term of any
 
lease.
 
 
“Consolidated Adjusted Net Assets” is defined to mean
 
the total amount of assets after deducting
therefrom (a) all current liabilities (excluding
 
any thereof which are by their terms extendible
 
or
renewable at the option of the obligor thereon to
 
a time more than twelve months after the time
 
as of
which the amount thereof is being computed), and
 
(b) total prepaid expenses and deferred charges.
 
 
“Restricted Property” is defined to mean (a) any interest
 
in property located in the United States
(including any interest in property located off the coast
 
of the United States operated pursuant
 
to
leases from any governmental body) which is producing
 
crude oil, natural gas or natural gas liquids in
paying quantitates, or (b) any refining or manufacturing
 
plant located in the United States, except (i)
related transportation or marketing facilities,
 
or (ii) any refining or manufacturing plant or portion
thereof which, in the opinion of CPCo’s board of directors, is not a principal
 
plant in relation to
CPCo’s activities and Restricted Subsidiaries as a whole.
 
 
“Restricted Subsidiary” is defined to mean any
 
Subsidiary which owns a Restricted Property
 
if
substantially all of the tangible property in
 
which such Subsidiary has an interest in (a) is
 
located in
the United States, or (b) is located off the coast of the United
 
States and is operated pursuant to leases
from any governmental body.
 
 
“Subsidiary” is defined to mean a corporation,
 
a majority of the outstanding voting stock
 
of which is
owned, directly or indirectly, by CPCo or by one or more other Subsidiaries,
 
or by CPCo and one or
more other Subsidiaries.
 
Exhibit 4.1
 
9
 
Modifications of the Senior Indenture
The Senior Indenture contains provisions permitting
 
CPCo and the trustee, with the consent of
 
the
holders of not less than 66⅔ percent-in principal
 
amount of the 2029 Debentures at the time
outstanding, to modify the Senior Indenture or
 
any supplemental indenture, or the rights
 
of the holders
of the 2029 Debentures; provided that no such modification
 
shall (i) extend the fixed maturity of the
2029 Debentures, or reduce the principal amount
 
thereof (including in the case of a discounted
security the amount payable thereon in the event
 
of acceleration or the amount provable in
bankruptcy) or any redemption premium thereon,
 
or reduce the rate or extend the time of payment of
interest thereon, or make the principal of, or interest
 
or premium on, the 2029 Debentures payable
 
in
any coin or currency other than that provided in
 
the 2029 Debentures, or impair or affect the right
 
of
any 2029 Debentures holder to institute
 
suit for the payment thereof or the right of prepayment,
 
if any,
at the option of the holder, without the consent of the holder
 
of each 2029 Debentures so affected, or
(ii) reduce the aforesaid percentage of 2029 Debentures
 
the consent of the holders of which is required
for any such modification.
Events of Default
An Event of Default is defined in the Senior Indenture
 
as being:
 
●
 
Default for 30 days in payment of any interest
 
on the 2029 Debentures;
 
●
 
Default in payment of principal and premium of
 
the 2029 Debentures as and when the
 
same
shall become due and payable either at maturity, upon redemption, by declaration
 
or
otherwise;
●
 
Default by CPCo in the performance of any other
 
of the covenants or agreements in the
Senior Indenture which shall not have been remedied
 
for a period of 90 days after notice; or
 
●
 
Certain events of bankruptcy, insolvency, and reorganization of CPCo.
 
The Senior Indenture provides that the trustee
 
may withhold notice to the holders of the 2029
Debentures of any default (except in payment
 
of principal or of interest or premium on the 2029
Debentures) if the trustee considers it in
 
the interest of the holders to do so.
If an Event of Default due to the default in the
 
payment of principal, interest or premium,
 
if any, on
the 2029 Debentures shall have occurred and
 
be continuing, either the trustee or the holders
 
of 25
percent in principal amount of the 2029 Debentures
 
affected thereby then outstanding may declare the
principal of all such 2029 Debentures to be
 
due and payable immediately. If an Event of Default
resulting from default in performance of any other
 
of the covenants or agreements in the
 
Senior
Indenture or certain events of bankruptcy, insolvency and reorganization of CPCo, either
 
the trustee or
the holders of 25 percent in principal amount of all
 
2029 Debentures then outstanding may
 
declare the
principal of all 2029 Debentures to be due and
 
payable immediately, but upon certain conditions such
declarations may be annulled and past defaults
 
may be waived (except defaults in payment
 
of
principal of or interest or premium on the 2029
 
Debentures) by the holders of a majority in
 
principal
amount of the 2029 Debentures then outstanding.
 
The holders of a majority in principal amount
 
of the 2029 Debentures affected and then outstanding
shall have the right to direct the time, method
 
and place of conducting any proceeding for any remedy
available to the trustee under the Senior Indenture,
 
provided that holders of the 2029 Debentures
 
have
offered to the trustee reasonable indemnity against expenses
 
and liabilities.
 
Defeasance
 
The
 
Senior
 
Indenture
 
provides
 
that
 
CPCo,
 
at
 
its
 
option:
 
(a)
 
will
 
be
 
discharged
 
from
 
any
 
and
 
all
obligations in respect of the
 
2029 Debentures (except for certain
 
obligations to register the transfer
 
or
 
Exhibit 4.1
 
10
 
exchange
 
of
 
2029
 
Debentures,
 
replace
 
stolen,
 
lost
 
or
 
mutilated
 
2029
 
Debentures,
 
maintain
 
paying
agencies and
 
hold moneys
 
for payment
 
in trust)
 
or (b)
 
need not
 
comply with
 
certain restrictive
 
covenants
of the Senior Indenture (including those described herein), in each case if CPCo deposits, in trust with
the trustee or the defeasance agent, money or U.S. government obligations which through the payment
of interest
 
thereon and
 
principal thereof
 
in accordance
 
with their
 
terms will
 
provide money, in
 
an amount
sufficient to pay all the principal (including
 
any mandatory sinking fund payments)
 
of, and interest and
premium, if any,
 
on, the 2029
 
Debentures on the
 
dates such payments are
 
due in accordance
 
with the
terms of such 2029 Debentures.
 
Governing Law
 
The Senior Indenture and the 2029 Debentures are
 
governed by the internal law of the State of
 
New
York.