EXHIBIT 4.1
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the
Company or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company (and
any payment is made to Cede & Co. or to 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
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
This Note is registered in the name of a depositary (hereinafter, a
"Depositary") or a nominee of a Depositary appointed by the Company pursuant to
the terms of the Indenture hereinafter referred to. This Note is exchangeable
for Notes registered in the name of a Person other than the Depositary or its
nominee only in certain circumstances described in an Officers' Certificate
dated May 31, 1995 delivered to the Trustee by the Company pursuant to Section
301 of the Indenture. Unless and until this Note is exchanged in whole or in
part for one or more Notes in definitive form, this Note may not be transferred
except as a whole (i) by the Depositary to a nominee of the Depositary, (ii) by
a nominee of the Depositary to the Depositary or another nominee of the
Depositary or (iii) by the Depositary or any nominee of the Depositary to a
successor Depositary or a nominee of such successor Depositary).
REGISTERED VASTAR RESOURCES, INC. REGISTERED
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
No. A-3 PRINCIPAL AMOUNT: $50,000,000
CUSIP 92238P AC 9
ORIGINAL ISSUE DATE: January 12, 1998 INTEREST RATE: 6.39% STATED MATURITY: January 15, 2008 ISSUE PRICE: $ 50,000,000
INITIAL REDEMPTION DATE: Not Applicable INITIAL REDEMPTION ANNUAL REDEMPTION
PERCENTAGE: Not Applicable PERCENTAGE REDUCTION: Not Applicable per annum
REPURCHASE PRICE (for OID Notes): Not Applicable
VASTAR RESOURCES, INC., a Delaware corporation (herein called the
"Company," which term includes any successor corporation under the Indenture, as
hereinafter defined), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of FIFTY MILLION DOLLARS, on the Stated
Maturity shown above, and to pay interest thereon, at the rate per annum shown
above, from the Original Issue Date shown above or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided
for semi-annually in arrears on June 15 and December 15 in each year ("Interest
Payment Dates"), until the principal hereof is paid or made available for
payment. Interest will be payable on each Interest Payment Date and at Stated
Maturity or upon redemption. Interest will be payable to the Holder at the
close of business on the Regular Record Date (which shall be May 31 and November
30 of each year) next preceding such Interest Payment Date. If the Original
Issue Date is between a Regular Record Date and the next succeeding Interest
Payment Date, the first payment of interest hereon will be made on the Interest
Payment Date following the next succeeding Regular Record Date to the Holder on
such next Regular Record Date. Any such interest which is payable, but is not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the registered
Holder on the relevant Regular Record Date, and may be paid by the Company at
its election to the Person in whose name this Note is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Company, notice whereof shall be given to the Holder of this
Note not less than ten days prior to such Special Record Date, or may be paid by
the Company at any time in any other lawful manner, all as more fully provided
in the Indenture.
Payment of the principal, premium, if any, and interest payable at Stated
Maturity or upon redemption of this Note will be made in immediately available
funds at the office or agency of the Company in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts,
provided that this Note is presented to the Paying Agent in time for the Paying
Agent to make such payments in such funds in accordance with its normal
procedures. Periodic payments of interest will be made by check mailed to the
address of the Person entitled thereto as it appears in the Security Register as
of the applicable Regular Record Date or, at the option of the Company, by wire
transfer to an account maintained by such Person with a bank located in the
United States.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: January 12, 1998
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
HARRIS TRUST AND SAVINGS BANK, as Trustee VASTAR RESOURCES, INC.
By: /s/ Amy Roberts By: /s/ Charles D. Davidson
Authorized Signatory President
Attest: /s/ Albert D. Hoppe
Secretary
VASTAR RESOURCES, INC.
MEDIUM-TERM NOTE
This Medium-Term Note is one of a duly authorized issue of Securities of
the Company (herein referred to from time to time as the "Securities"), issued
and to be issued in one or more series under an Indenture dated as of January 1,
1995 and as amended by the Supplemental Indenture dated as of May 18, 1995 (as
it may be supplemented or amended from time to time, herein called the
"Indenture") between the Company and Harris Trust and Savings Bank (successor to
NationsBank of Texas, N.A.), as trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights of the Company, the Trustee and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated and
delivered. The Medium-Term Notes, Series A (the "Notes") may be issued from
time to time with different maturities, interest rates and redemption
provisions.
Interest payments for this Note will include interest accrued to but
excluding the Interest Payment Dates. Interest payments for this Note shall be
computed and paid on the basis of a 360-day year of twelve 30-day months.
Unless otherwise indicated on the face of this Note, this Note may not be
redeemed prior to Stated Maturity. If so indicated on the face of this Note,
this Note may be redeemed, at the option of the Company, on and after the
Initial Redemption Date, either in whole or from time to time in part at the
Redemption Price (as defined below), together with interest accrued thereon to
the date of redemption (the "Redemption Date"). Notice of redemption shall be
mailed to the Holders of the Notes designated for redemption at their addresses
as the same shall appear in the Security Register not more than 60 nor less than
30 days prior to the Redemption Date, subject to all the conditions and
provisions of the Indenture. In the event of any redemption in part, a new Note
for the amount of the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the surrender hereof. The "Redemption Price" shall
initially be the Initial Redemption Percentage, shown on the face hereof, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown on the face hereof, by the
Annual Redemption Percentage Reduction, if any, shown on the face hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of any such series to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in lieu hereof or in exchange or
substitution hereof, whether or not any notation of such consent or waiver is
made upon this Note.
As set forth in, and subject to, the provisions of the Indenture, no Holder
of any Note will have any right to institute any proceeding, judicial or
otherwise, with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to the Notes, the Holders of not less
than 25% in principal amount of the Outstanding Notes shall have made written
request to the Trustee to institute such proceeding in respect of such Event of
Default in its own name as Trustee under the Indenture, such Holder or holders
have offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request, the Trustee shall
have failed to institute such proceeding within 60 days of receipt of such
notice, request and offer of indemnity, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Notes a
direction inconsistent with such written request during the 60-day period;
provided, however, that such limitations do not apply to a suit instituted by
the Holder for the enforcement of payment of the principal of, premium, if any,
or interest on this Note on or after the respective due date expressed herein.
No reference herein to the Indenture and no provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of this Note and (ii) certain restrictive covenants upon compliance
by the Company with conditions set forth therein.
The Notes are issuable only in registered form without coupons and are
represented by either a global certificate registered in the name of a
depositary or in the name of its nominee or by a certificate registered in the
name of the purchaser of such Note or its nominee. The Notes are issuable in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000.
As provided in the Indenture and subject to certain limitations therein set
forth and except as otherwise restricted by a legend printed on the face hereof,
if any, the transfer of this Note may be registered on the Security Register,
upon surrender of this Note for registration of transfer at any office or agency
of the Company in any place where the principal of, premium, if any, and
interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Trustee and the
Security Registrar, duly executed by, the Holder or his attorney duly authorized
in writing, and thereupon one or more new Notes of like aggregate principal
amount of such denominations as are authorized for Notes and of like Stated
Maturity with like terms and conditions will be issued to the designated
transferee or transferees.
As provided in the Indenture and subject to certain limitations set forth
therein and except as otherwise restricted by a legend printed on the face
hereof, if any, Notes are exchangeable for a like aggregate principal amount of
Notes of such denominations as are authorized for Notes of like Stated Maturity
with like terms and conditions, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. Expenses may
be charged for replacing mutilated, destroyed, lost or stolen Notes provided the
requirements for replacement are satisfied.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Company, the
Trustee or any such agent shall be affected by notice to the contrary.
THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN SUCH STATE.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-__________ Custodian _________ under Uniform Gifts to Minors Act______________
TEN ENT - as tenants by the (Cust) (Minor) (State)
entireties
JT TEN - as joint tenants with
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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the within Note and all rights thereunder, hereby irrevocably constituting and
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appointing
_______________________________________________________________________ Attorney
to transfer said Note on the books of the Company, with full power of
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substitution in the premises.
Dated:___________________________ ___________________________________