EXHIBIT 4.5
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 is
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 Security 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 Security is
exchangeable for Securities registered in the name of a Person other than the
Depositary or its nominee only in certain circumstances described in an
Officers' Certificate dated March 31, 1999, delivered to the Trustee by the
Company pursuant to Section 301 of the Indenture. Unless and until this
Security is exchanged in whole or in part for one or more Securities in
definitive form, this Security 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 a nominee of the Depositary to a successor Depositary or a
nominee of such successor Depositary.
REGISTERED VASTAR RESOURCES, INC. REGISTERED
No. A-2 6.50% NOTES DUE APRIL 1, 2009 PRINCIPAL AMOUNT: $100,000,000
CUSIP 922380 AD 2
SEE REVERSE FOR CERTAIN DEFINITIONS
VASTAR RESOURCES, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture, as hereinafter defined), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ONE HUNDRED MILLION DOLLARS on April 1, 2009 (the "Stated
Maturity"), and to pay interest thereon from March 31, 1999, or from the most
recent Interest Payment Date (as hereinafter defined) to which interest has been
paid or duly provided for, semi-annually in arrears on April 1 and October 1 in
each year (each an "Interest Payment Date"), commencing October 1, 1999, at the
rate of 6.50% per annum, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 or September 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
Interest not so punctually paid or duly provided for on any Interest Payment
Date (herein called "Defaulted Interest") will forthwith cease to be payable to
the Holder on the relevant Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice of which shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid by the Company at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of (and premium, if any, on) and interest
payable at Stated Maturity on this Security 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, 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 Security 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 Security
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 Security
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: March 31, 1999
TRUSTEE'S CERTIFICATE OF AUTHENTICATION VASTAR RESOURCES, INC.
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 By: /s/ Charles D. Davidson
President
By: /s/ Amy Roberts
Authorized Signatory Attest: /s/ Albert D. Hoppe
Secretary
VASTAR RESOURCES, INC.
6.50% NOTES DUE APRIL 1, 2009
This Security is one of a duly authorized issue of securities of the
Company (referred to herein 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
Supplemental Indentures dated as of May 18, 1995 and April 16, 1998 (and as it
may be further supplemented or amended from time to time, referred to herein as
the "Indenture") among the Company and Harris Trust and Savings Bank (successor
to NationsBank of Texas, N.A.), as trustee (referred to herein as the "Trustee,"
which term includes any successor trustee under the Indenture), and the Bank of
Montreal Trust Company, as paying agent (the "Paying Agent," which term includes
any successor paying agent under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder 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. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $300,000,000.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series 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 all
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
principal amount of the Outstanding Securities of any such series, on behalf of
the Holders of all Outstanding Securities of that 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 Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange or substitution herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.
The Indenture contains provisions for the defeasance at any time of
the entire indebtedness of the Company on this Security upon compliance by the
Company with certain conditions set forth therein.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any of the Securities of any series 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 Securities
of that series, the Holders of not less than 25% in aggregate principal amount
of the Outstanding Securities of that series 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 Securities of that series 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 Security on or after the respective due date expressed
herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall, without the consent of the Holder, alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.
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 Security may be registered in the
Security Register, upon surrender of this Security for registration of transfer
at the office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security 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
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. 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, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, 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 Securities,
provided the requirements for replacement are satisfied.
Prior to due presentment of this Security 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 Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue; and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
THE INDENTURE AND THIS SECURITY 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 THAT STATE.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
_______________________
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__________________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act
survivorship and not as tenants ________________________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers 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
_______________________________________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting and appointing
_______________________________________________________________________________________________________________
to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated: _________________________ X________________________________________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the face of
the certificate in every particular, without alteration
or enlargement or any change whatever.