EX-4.1


  
 

 
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 662⁄3 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.