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EXHIBIT 4.2
NEWFIELD EXPLORATION COMPANY
Officers' Certificate Pursuant to Section 301 of the Indenture
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We, Terry W. Rathert and C. William Austin, the Vice President and
Chief Financial Officer, and the Assistant Secretary, respectively, of Newfield
Exploration Company, a Delaware corporation (the "Company"), do hereby establish
the terms of a series of Securities pursuant to Section 301 of the Senior
Indenture dated February 28, 2001 (the "Indenture") between the Company and
First Union National Bank, as trustee (the "Trustee"), as follows:
1. Each capitalized term used but not defined herein shall have the
meaning assigned to such term in the Indenture.
2. The title of the series of Securities shall be the "7 5/8% Senior Notes
due 2011" (the "Notes").
3. The limit upon the aggregate principal amount of the Notes that may be
authenticated and delivered under the Indenture (except for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Notes of the series pursuant to Section 304, 305, 306, 906 or 1107 of
the Indenture and except for any Notes which, pursuant to Section 303 of the
Indenture, are deemed never to have been authenticated and delivered thereunder)
is $175,000,000.
4. The date on which the principal of the Notes is payable shall be
March 1, 2011.
5. The rate at which the Notes shall bear interest shall be 7 5/8% per
annum. The date from which interest shall accrue shall be February 28, 2001. The
Interest Payment Dates on which any such interest shall be payable shall be
March 1 and September 1 of each year commencing September 1, 2001. The Regular
Record Date for interest payable on the Notes on any Interest Payment Date shall
be the February 15 or August 15, as the case may be, next preceding such
Interest Payment Date. No additional amounts with respect to the Notes shall be
payable.
6. Each Note is to be issued as a book-entry note ("Book-Entry Note") but
in certain circumstances may be represented by Notes in definitive form. The
Book-Entry Notes shall be issued, in whole or in part, in the form of one or
more Global Securities. The Depository Trust Company is hereby designated as the
Depositary with respect to the Global Notes.
7. Payment of the principal of (and premium, if any) and interest on the
Notes shall be made at the office or agency of the Company maintained for that
purpose in Houston, Texas, 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, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer to an account designated by such Person unless such Notes are
represented by a Global Security, in which case all payments thereon shall be
made by wire transfer.
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8. The Notes are redeemable, at the option of the Company, at any time in
whole or from time to time in part, on any date prior to maturity at a price
equal to the greater of (a) 100% of the principal amount of the Notes to be
redeemed or (b) the sum of the present values of the remaining scheduled
payments of principal and interest (at the rate in effect on the date of
calculation of the redemption price) on the Notes (exclusive of interest accrued
to the Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Yield plus 50 basis points, in each case plus accrued interest thereon
to the Redemption Date. Notice of intention to redeem the Notes in whole or in
part shall be given in accordance with Section 1104 of the Indenture.
For purposes of the Notes:
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes 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 terms of the
Notes.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(a) the bid price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) at 4:00 p.m. on the third Business Day preceding the
Redemption Date, as set forth on "Telerate Page 500" (or such other page as may
replace Telerate Page 500), or (b) if such page (or any successor page) is not
displayed or does not contain such bid prices at such time (i) the average of
the Reference Treasury Dealer Quotations obtained by the Trustee for the
Redemption Date, after excluding the highest and lowest of all Reference
Treasury Dealer Quotations obtained, or (ii) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations obtained by the Trustee.
"Independent Investment Banker" means UBS Warburg LLC (and its
successors), or, if such firm is unwilling or unable to select the applicable
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee and reasonably acceptable to the
Company.
"Reference Treasury Dealer" means (a) UBS Warburg LLC and its successors,
unless it ceases to be a primary U.S. government securities dealer in New York
City (a "Primary Treasury Dealer"), in which case the Company will substitute
therefor another Primary Treasury Dealer, and (b) any other Primary Treasury
Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, an average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue for
the Notes (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date applicable to
the Notes, the rate per annum equal to the semi-annual equivalent yield to
maturity (computed as of the
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third Business Day immediately preceding the Redemption Date) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the applicable Comparable
Treasury Price for the Redemption Date.
9. The Company shall have no obligation to redeem, purchase or repay
the Notes pursuant to any mandatory redemption, sinking fund or analogous
provisions or at the option of a Holder thereof.
10. With respect to the Notes, in addition to the meaning assigned
thereto by the Indenture, "Event of Default" wherever used in the Indenture
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
(a) any default shall occur that results in the acceleration
of the maturity of any Indebtedness of the Company or any Restricted Subsidiary
(other than the Notes) (provided that such acceleration is not rescinded within
a period of 10 days from the occurrence of such acceleration) having an
outstanding principal amount of $10 million or more individually or, taken
together with all other such Indebtedness that has been so accelerated, in the
aggregate; or any default shall occur in the payment of any principal or
interest in respect of any Indebtedness of the Company or any Restricted
Subsidiary (other than the Notes) having an outstanding principal amount of $10
million or more individually or, taken together with all other such Indebtedness
with respect to which any such payment has not been made, in the aggregate and
such default shall be continuing for a period of 30 days without the Company or
such Restricted Subsidiary, as the case may be, effecting a cure of such
default; or
(b) failure by the Company or any Restricted Subsidiary to pay
final, non-appealable judgments aggregating in excess of $10 million, which
judgments are not paid, discharged or stayed for a period of 60 days.
For purposes of the Notes:
"Capitalized Lease Obligation" of any Person means any obligation of
such Person to pay rent or other amounts under a lease of property, real or
personal, that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of such obligation shall be the capitalized
amount thereof determined in accordance with GAAP.
"Currency Hedge Obligations" means, at any time as to any Person, the
obligations of such Person at such time that were incurred in the ordinary
course of business pursuant to any foreign currency exchange agreement, option
or futures contract or other similar agreement or arrangement designed to
protect against or manage such Person's or any of its Subsidiaries' exposure to
fluctuations in foreign currency exchange rates.
"Indebtedness" of any Person at any date means, without duplication,
(a) all indebtedness of such Person for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), (b) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (c) all obligations of such
Person in respect of letters of credit or other similar instruments (or
reimbursement obligations
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with respect thereto), other than standby letters of credit incurred by such
Person in the ordinary course of business, (d) all obligations of such Person to
pay the deferred and unpaid purchase price of property or services, except trade
payables and accrued expenses incurred in the ordinary course of business, (e)
all Capitalized Lease Obligations of such Person, (f) all Indebtedness of others
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person, (g) all Indebtedness of others guaranteed by such
Person to the extent of such guarantee and (h) all obligations of such Person in
respect of Currency Hedge Obligations, Interest Rate Hedging Agreements and Oil
and Gas Hedging Contracts.
"Interest Rate Hedging Agreements" means, with respect to any Person,
the obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (b) other agreements
or arrangements designed to protect such Person or any of its Subsidiaries
against fluctuations in interest rates.
"Oil and Gas Hedging Contracts" means any oil and gas purchase or
hedging agreement, and other agreement or arrangement, in each case, that is
designed to provide protection against oil and gas price fluctuations.
11. No provision of the Indenture or the Notes shall in any way
restrict or prevent the Company or any Subsidiary from issuing, assuming,
guaranteeing or otherwise incurring any Indebtedness; provided, however, that
the Company shall not, and shall not permit any Restricted Subsidiary to, issue,
assume or guarantee any Indebtedness for borrowed money secured by any Lien on
any property or asset now owned or hereafter acquired by the Company or such
Restricted Subsidiary without making effective provision whereby any and all
Notes then or thereafter outstanding will be secured by a Lien equally and
ratably with any and all other obligations thereby secured for so long as any
such obligations shall be so secured.
Notwithstanding the foregoing, the Company or any Restricted Subsidiary
may, without so securing the Notes, issue, assume or guarantee Indebtedness
secured by the following Liens:
(a) Liens existing on the Issue Date or provided for under the
terms of agreements existing on the Issue Date;
(b) Liens on property or properties (including any properties
or assets, real or personal, or improvements used or to be used in connection
with such property) securing (i) all or any portion of the cost of exploration,
drilling or development of such property or properties, (ii) all or any portion
of the cost of acquiring, constructing, altering, improving or repairing any
property or assets, real or personal, or improvements used or to be used in
connection with such property or properties or (iii) Indebtedness incurred by
the Company or any Restricted Subsidiary to provide funds for the activities set
forth in clauses (i) and (ii) above with respect to such property or properties;
(c) Liens securing Indebtedness owed by a Restricted
Subsidiary to the Company or to any other Restricted Subsidiary;
(d) Liens on property existing at the time of acquisition of
such property by the Company or a Subsidiary or Liens on the property of any
Person existing at the time such
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Person becomes a Restricted Subsidiary of the Company or is merged with the
Company in compliance with the provisions of the Indenture and in either case
not incurred as a result of (or in connection with or in anticipation of) the
acquisition of such property or such Person becoming a Restricted Subsidiary of
the Company or being merged with the Company, provided that such Liens do not
extend to or cover any property or assets of the Company or any of its
Restricted Subsidiaries other than the property so acquired;
(e) Liens on any property securing (i) Indebtedness incurred
in connection with the construction, installation or financing of pollution
control or abatement facilities or other forms of industrial revenue bond
financing or (ii) Indebtedness issued or guaranteed by the United States or any
State thereof or any department, agency or instrumentality of either;
(f) any Lien extending, renewing or replacing (or successive
extensions, renewals or replacements of) any Lien of any type permitted under
clauses (a) through (e) above, provided that such Lien extends to or covers only
the property that is subject to the Lien being extended, renewed or replaced;
(g) any Ordinary Course Lien arising, but only so long as
continuing, in the ordinary course of business of the Company and the Restricted
Subsidiaries;
(h) any Lien resulting from the deposit of moneys or evidences
of Indebtedness in trust for the purpose of defeasing Indebtedness of the
Company or any Subsidiary; or
(i) Liens (exclusive of any Lien of any type otherwise
permitted under clauses (a) through (h) above) securing Indebtedness of the
Company or any Restricted Subsidiary in an aggregate principal amount which,
together with the aggregate amount of Attributable Indebtedness deemed to be
outstanding in respect of all Sale/Leaseback Transactions entered into pursuant
to Paragraph 12 below (exclusive of any such Sale/Leaseback Transactions
otherwise permitted under clauses (a) through (h) above), does not at the time
such Indebtedness is incurred exceed 7.5% of the Consolidated Net Tangible
Assets of the Company (as shown in the most recent published quarterly or
year-end consolidated balance sheet of the Company and its Subsidiaries).
Notwithstanding the foregoing, nothing in this Paragraph 11 shall be
deemed to prohibit or otherwise limit the following types of transactions:
(i) the sale, granting of Liens with respect to, or other
transfer of, crude oil, natural gas or other petroleum hydrocarbons in
place for a period of time until, or in an amount such that, the
transferee will realize therefrom a specified amount (however
determined) of money or of such crude oil, natural gas or other
petroleum hydrocarbons;
(ii) the sale or other transfer of any other interest in
property of the character commonly referred to as a production payment,
overriding royalty, forward sale or similar interest;
(iii) the entering into of Currency Hedge Obligations,
Interest Rate Hedging Agreements or Oil and Gas Hedging Contracts
although Liens securing any Indebtedness
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for borrowed money that is the subject of any such obligations shall
not be permitted hereby unless permitted under clauses (a) through (i)
above; and
(iv) the granting of Liens required by any contract or statute
in order to permit the Company or any Restricted Subsidiary to perform
any contract or subcontract made by it with or at the request of the
United States or any State thereof or any department, agency or
instrumentality of either, or to secure partial, progress, advance or
other payments to the Company or any Restricted Subsidiary by such
governmental unit pursuant to the provisions of any contract or
statute.
For purposes of the Notes:
"Attributable Indebtedness", when used with respect to any
Sale/Leaseback Transaction, means, as at the time of determination, the present
value (discounted at a rate equivalent to the Company's then current weighted
average cost of funds for borrowed money as at the time of determination,
compounded on a semiannual basis) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease can be
extended).
"Consolidated Net Tangible Assets" means, for the Company and its
Restricted Subsidiaries on a consolidated basis determined in accordance with
GAAP, the aggregate amounts of assets (less depreciation and valuation reserves
and other reserves and items deductible from gross book value of specific asset
accounts under GAAP) that would be included on a balance sheet after deducting
therefrom (a) all liability items except deferred income taxes, Funded
Indebtedness, other long-term liabilities and shareholders' equity and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles.
"Funded Indebtedness" means all Indebtedness (including Indebtedness
incurred under any revolving credit, letter of credit or working capital
facility) that matures by its terms, or that is renewable at the option of any
obligor thereon to a date, more than one year after the date on which such
Indebtedness is originally incurred.
"Issue Date" means the date on which the Notes are originally issued
under the Indenture.
"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset
(including, without limitation, any production payment, advance payment or
similar arrangement with respect to minerals in place), whether or not filed,
recorded or otherwise perfected under applicable law. For the purposes of the
Indenture, the Company or any Restricted Subsidiary shall be deemed to own
subject to a Lien any asset that it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, Capitalized
Lease Obligation (other than any Capitalized Lease Obligation relating to any
building, structure, equipment or other property used or to be used in the
ordinary course of business of the Company and the Restricted Subsidiaries) or
other title retention agreement relating to such asset.
"Ordinary Course Lien" means:
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(a) Liens for taxes, assessments or governmental charges or
levies on the property of the Company or any Restricted Subsidiary if the same
shall not at the time be delinquent or thereafter can be paid without penalty,
or are being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been recorded on the books
of the Company;
(b) Liens imposed by law, such as carriers', warehousemen's,
landlords' and mechanics' liens and other similar liens arising in the ordinary
course of business that secure obligations not more than 60 days past due or
that are being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been recorded on the books
of the Company;
(c) Liens arising out of pledges or deposits under worker's
compensation laws, unemployment insurance, old age pensions, or other social
security or retirement benefits, or similar legislation;
(d) Easements, restrictions and such other encumbrances or
charges against real property as are of a nature generally existing with respect
to properties of a similar character and that do not in any material way
interfere with the use thereof in the ordinary course of business of the Company
and the Restricted Subsidiaries;
(e) Liens arising under operating agreements or similar
agreements in respect of obligations that are not yet due or that are being
contested in good faith by appropriate proceedings;
(f) Liens reserved in oil, gas and/or mineral leases,
production sharing contracts and petroleum concession agreements and licenses
for bonus or rental payments and for compliance with the terms of such leases,
contracts, agreements and licenses;
(g) Liens pursuant to partnership agreements, oil, gas and/or
mineral leases, production sharing contracts, petroleum concession agreements
and licenses, farm-out agreements, division orders, contracts for the sale,
purchase, exchange, processing or transportation of oil, gas and/or other
hydrocarbons, unitization and pooling declarations and agreements, operating
agreements, development agreements, area of mutual interest agreements, and
other agreements that are customary in the oil, gas and other mineral
exploration, development and production business and in the business of
processing of gas and gas condensate production for the extraction of products
therefrom;
(h) Liens imposed by law or order as a result of any
proceeding before any court or regulatory body that is being contested in good
faith, and Liens that secure a judgment or other court-ordered award or
settlement as to which the Company has not exhausted its appellate rights.
"Sale/Leaseback Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary, for a
period of more than three years, of any real or tangible personal property,
which property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such Person in contemplation of such leasing.
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12. The Company will not, and will not permit any Restricted Subsidiary
to, enter into any Sale/Leaseback Transaction with any Person (other than the
Company or a Restricted Subsidiary) unless:
(a) the Company or such Restricted Subsidiary would be
entitled to incur Indebtedness, in a principal amount equal to the Attributable
Indebtedness with respect to such Sale/Leaseback Transaction, secured by a Lien
on the property subject to such Sale/Leaseback Transaction pursuant to Paragraph
11 above without equally and ratably securing the Notes pursuant to such
Paragraph;
(b) after the Issue Date and within a period commencing six
months prior to the consummation of such Sale/Leaseback Transaction and ending
six months after the consummation thereof, the Company or such Restricted
Subsidiary shall have expended for property used or to be used in the ordinary
course of business of the Company and the Restricted Subsidiaries (including
amounts expended for the exploration, drilling or development thereof, and for
additions, alterations, repairs and improvements thereto) an amount equal to all
or a portion of the Net Proceeds of such Sale/Leaseback Transaction and the
Company shall have elected to designate such amount pursuant to this clause (b)
with respect to such Sale/Leaseback Transaction (with any such amount not being
so designated and not permitted under clause (a) to be applied as set forth in
clause (c) below); or
(c) the Company, during the 12-month period after the
effective date of such Sale/Leaseback Transaction, shall have applied to the
voluntary defeasance or retirement of Notes or any Pari Passu Indebtedness an
amount equal to the greater of the Net Proceeds of the sale or transfer of the
property leased in such Sale/Leaseback Transaction and the fair value, as
determined by the Board of Directors, of such property at the time of entering
into such Sale/Leaseback Transaction (in either case adjusted to reflect the
remaining term of the lease and any amount designated by the Company as set
forth in clause (b) above), less an amount equal to the principal amount of
Notes and Pari Passu Indebtedness voluntarily defeased or retired by the Company
within such 12-month period and not designated with respect to any other
Sale/Leaseback Transaction entered into by the Company or any Restricted
Subsidiary during such period.
For purposes of the Notes:
"Net Proceeds" means, with respect to any Sale/Leaseback Transaction
entered into by the Company or any Restricted Subsidiary, the aggregate net
proceeds received by the Company or such Restricted Subsidiary from such
Sale/Leaseback Transaction after payment of expenses, taxes, commissions and
similar amounts incurred in connection therewith, whether such proceeds are in
cash or in property (valued at the fair market value thereof at the time of
receipt, as determined by the Board of Directors).
"Pari Passu Indebtedness" means any Indebtedness of the Company,
whether outstanding on the Issue Date or thereafter created, incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall be subordinated in right of
payment to the Notes.
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13. If any Subsidiary of the Company guarantees any Funded Indebtedness
of the Company at any time subsequent to the Issue Date, then the Company shall
(a) cause the Notes to be equally and ratably guaranteed by such Subsidiary, but
only to the extent that the Notes are not already guaranteed by such Subsidiary
on reasonably comparable terms and (b) cause such Subsidiary to execute and
deliver a supplemental indenture evidencing its provision of a guarantee in
accordance with the following paragraph.
Any Person may become a guarantor of the Notes by executing and
delivering to the Trustee (a) a supplemental indenture in form and substance
satisfactory to the Trustee which subjects such Person to the provisions of the
Indenture as a guarantor and (b) an Opinion of Counsel and Officers' Certificate
to the effect that such supplemental indenture has been duly authorized and
executed by such Person and constitutes the legal, valid, binding and
enforceable obligation of such Person (subject to such customary exceptions
concerning creditors' rights and equitable principles as may be acceptable to
the Trustee in its discretion and provided that no opinion need be rendered
concerning the enforceability of such guarantee) and that the issuance of the
guarantee is in compliance with applicable federal and state securities laws.
14. With respect to the Notes, Paragraphs 11, 12 and 13 above shall be
considered additions to the covenants set forth in Article Ten of the Indenture
and any modification thereto or waivers thereof shall be governed by Section
1009 of the Indenture.
15. The Notes, in whole or any specified part, shall be defeasible
pursuant to Sections 1302 and 1303 of the Indenture.
16. The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit I hereto (the "Form of Notes").
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IN WITNESS WHEREOF, we have hereunto signed our names this 28th day of
February, 2001.
/s/ TERRY W. RATHERT
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Terry W. Rathert
Vice President and Chief Financial Officer
/s/ C. WILLIAM AUSTIN
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C. William Austin
Assistant Secretary
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EXHIBIT I
[FORM OF 7 5/8% SENIOR NOTE DUE 2011]
[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. THE
DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), SHALL ACT AS THE
DEPOSITARY UNTIL A SUCCESSOR SHALL BE APPOINTED BY THE COMPANY AND THE SECURITY
REGISTRAR. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC 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 may be requested by an authorized representative of DTC (and
payment is made to Cede & Co. or such other entity as may be requested by an
authorized representative of DTC), 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.]*
Number: _________ $ __________
NEWFIELD EXPLORATION COMPANY
7 5/8% Senior Note due 2011
CUSIP Number: __________
NEWFIELD EXPLORATION COMPANY, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), FOR VALUE
RECEIVED, hereby PROMISES TO PAY TO __________, or registered assigns, the
principal sum of ____________ Dollars on March 1, 2011, and to pay interest
thereon from February 28, 2001 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on March 1 and
September 1 in each year, commencing September 1, 2001, at the rate of 7 5/8%
per annum, until the principal hereof is paid or made available for payment, and
any such installment of interest that is overdue shall bear interest at the rate
of 7 5/8% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the date such installment was due until it is paid or
made available for payment, and such interest on any overdue installment shall
be payable on demand. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such 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 February 15 or August 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 will forthwith
cease to be payable to the Holder on such 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
_____________________________________
* To be included in a global Security
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fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid
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 said Indenture.
Payment of the principal of (and premium, if any) and interest of this
Security will be made at the office or agency of the Company maintained for that
purpose in Houston, Texas, 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, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer to an account designated by such Person unless this Security is a
Global Security, in which case all payments hereon shall be made by wire
transfer.
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.
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IN WITNESS WHEREOF, Newfield Exploration Company has caused this
instrument to be signed manually or by facsimile by its Vice President and Chief
Financial Officer.
Dated:______________
NEWFIELD EXPLORATION COMPANY
By: __________________________________________
Terry W. Rathert
Vice President and Chief Financial Officer
Attest:
___________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in
the within-mentioned Indenture.
FIRST UNION NATIONAL BANK,
as Trustee
By:_________________________
Authorized Signatory
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[REVERSE OF SECURITY]
NEWFIELD EXPLORATION COMPANY
7 5/8% Senior Note due 2011
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of February 28, 2001 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and First Union National Bank, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture 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 $175,000,000.
The Securities of this series are redeemable, at the option of the
Company, at any time in whole or from time to time in part, on any date prior to
maturity at a price equal to the greater of (i) 100% of the principal amount of
the Securities of this series to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest (at the
rate in effect on the date of calculation of the redemption price) on the
Securities of this series (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the applicable Treasury Yield plus
50 basis points, in each case plus accrued interest thereon to the Redemption
Date. Notice of intention to redeem Securities of this series in whole or in
part shall be given in accordance with Section 1104 of the Indenture.
If redemption of this Security is in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for the Defeasance of (a) the entire
indebtedness of the Securities of this Series and (b) certain restrictive
covenants, in each case upon compliance by the Company with certain conditions
set forth therein.
If an Event of Default with respect to the 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 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 specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and
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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 herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to this series, the Holders of not less than 25% in
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium 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, the transfer of this Security is registrable 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 any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company 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 and of like tenor, 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,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor 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.
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
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this Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.