EXHIBIT 4.7
CONOCO INC.
Floating Rate Notes due October 15, 2002
Floating Rate Notes due April 15, 2003
Two series of Securities are hereby established pursuant to
Section 2.01 of the Indenture dated as of April 15, 1999 (the "Indenture")
between Conoco Inc. (the "Company") and Bank One, N.A., 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 Floating Rate Notes due October 15, 2002
shall be "Floating Rate Notes due October 15, 2002" (the "2002 Notes") and the
title of the Floating Rate Notes due April 15, 2003 shall be "Floating Rate
Notes due April 15, 2003" (the "2003 Notes" and, together with the 2002 Notes,
the "Notes").
3. The limit upon the aggregate principal amount of the 2002
Notes and the 2003 Notes that may be authenticated and delivered under the
Indenture (except for Notes of such series authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes of
such series pursuant to Section 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 of the
Indenture and except for any Notes of such series which, pursuant to Section
2.04 or 2.17 of the Indenture, are deemed never to have been authenticated and
delivered thereunder) is $500,000,000 and $500,000,000, respectively; provided,
however, that the authorized aggregate principal amount of each series of the
Notes may be increased before or after the issuance of any Notes of such series
by a Board Resolution (or action pursuant to a Board Resolution) to such effect.
4. The Notes shall be issued as permanent Global Securities
under the Indenture. The Depository Trust Company and the Trustee are hereby
designated as the Depositary and the Security Custodian, respectively, for the
Global Securities under the Indenture.
5. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Annex A hereto (the "Form of Note").
6. The date on which the principal of the 2002 Notes and the
2003 Notes is payable shall be October 15, 2002 and April 15, 2003,
respectively.
7. Interest shall be payable in accordance with the provisions
of paragraph 1 of the Notes and shall be calculated in accordance with the
provisions of paragraph 2 of the Notes. No Additional Amounts with respect to
the Notes shall be payable. The date from which interest shall accrue for the
Notes of each series shall be October 11, 2001. The Interest Payment Dates on
which such interest shall be payable shall be January 15, April 15, July 15 and
October 15 of each year, commencing January 15, 2002. The record dates for the
interest payable on the Notes on any Interest Payment Date shall be the January
1, April 1, July 1 and October 1, as the case may be, next preceding such
Interest Payment Date.
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8. The place or places where the principal of, premium (if
any) on and interest on the Notes shall be payable shall be the office or agency
of the Company maintained for that purpose, initially the office of the Trustee,
in The City of New York, and any other office or agency maintained by the
Company for such purpose. Payments in respect of Notes evidenced by a Global
Security (including principal, premium, if any, and interest) shall be made by
wire transfer of immediately available funds to the accounts specified by the
Holder of such Notes. In all other cases, 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 register of the Notes maintained by
the Registrar.
9. The Paying Agent, Registrar and Calculation Agent (as
defined in the Form of Note) for the Notes of each series initially shall be the
Trustee. In addition, as long as the Notes of any series are listed on the
Luxembourg Stock Exchange, the Company shall maintain a Paying Agent and
Registrar for the Notes of such series in Luxembourg, which initially shall be
Kredietbank S.A. Luxembourg.
10. The Notes are not subject to redemption at the option of
the Company, and the Company shall have no obligation to redeem, purchase or
repay Notes pursuant to any sinking fund or analogous provision or at the option
of a Holder thereof.
11. Each Note that is a Global Security shall bear the legend
set forth on the face of the Form of Note.
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Annex A
[FACE OF SECURITY]
CONOCO INC.
[FLOATING RATE NOTE DUE OCTOBER 15, 2002]
[FLOATING RATE NOTE DUE APRIL 15, 2003]
CUSIP No._____________
No.___________ $_____________
Conoco Inc., a Delaware corporation (the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, promises to pay to ____________ or registered assigns, the
principal sum of ___________________________ Dollars [, or such greater or
lesser amount as indicated on the Schedule of Exchanges of Securities
hereto,](1) on [October 15, 2002] [April 15, 2003].
Interest Payment Dates: January 15, April 15, July 15
and October 15
Record Dates: January 1, April 1, July 1
and October 1
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.
IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers and its
corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon.
Dated:
[SEAL] CONOCO INC.
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
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(1) This phrase to be included only if the Security is a Global Security.
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Certificate of Authentication:
This is one of the Securities of the
series designated therein referred to
in the within- mentioned Indenture.
BANK ONE, N.A., as Trustee
By:
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Authorized Officer
[Unless and until it is exchanged in whole or in part for
Securities in definitive form, this Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. The Depository Trust Company (55 Water Street, New York,
New York), a New York corporation ("DTC"), shall act as the Depositary until a
successor shall be appointed by the Company and the Registrar. Unless this
certificate is presented by an authorized representative of DTC to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is 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.](2)
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(2) This paragraph to be included only if the Security is a Global Security.
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[REVERSE OF SECURITY]
CONOCO INC.
[FLOATING RATE NOTE DUE OCTOBER 15, 2002]
[FLOATING RATE NOTE DUE APRIL 15, 2003]
This Security is one of a duly authorized issue of [Floating
Rate Notes due October 15, 2002] [Floating Rate Notes due April 15, 2003] (the
"Securities") of Conoco Inc., a Delaware corporation (the "Company").
1. Interest. The Company promises to pay interest on the
principal amount of this Security as set forth below from, and including,
October 11, 2001 until maturity. The Company will pay interest quarterly on
January 15, April 15, July 15 and October 15 of each year (each an "Interest
Payment Date"), or if any such day is not a Business Day, on the next succeeding
Business Day. Interest on the Securities will accrue from, and including, the
most recent Interest Payment Date on which interest has been paid or, if no
interest has been paid, from, and including, October 11, 2001; provided that if
there is no existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof (each, a
"Record Date") and the next succeeding Interest Payment Date, interest shall
accrue from, and including, such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be January 15,
2002. The Company shall pay interest on overdue principal and premium (if any)
from time to time at a rate equal to the interest rate then in effect; it shall
pay interest on overdue installments of interest (without regard to any
applicable grace periods) from time to time at the same rate to the extent
lawful. The period beginning on, and including, October 11, 2001 and ending on,
but excluding, the next Interest Payment Date thereafter, and each successive
three-month period beginning on, and including, an Interest Payment Date and
ending on, but excluding, the next succeeding Interest Payment Date is herein
called an "Interest Period."
2. Calculation of Interest.
(a) The rate of interest payable from time to time in respect
of the Securities (the "Rate of Interest") shall be a floating rate subject to
adjustment once for each Interest Period and determined by reference to LIBOR,
determined as described below, plus a spread of [0.77] [0.85]% per annum. All
percentages resulting from any calculation of the Rate of Interest on the
Securities shall be rounded to the nearest one hundred-thousandth of a
percentage point, with five one millionths of a percentage point rounded upwards
(e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such calculation on the Securities
shall be rounded to the nearest cent (with one-half cent being rounded upward).
The Rate of Interest in effect on each day that is not an
Interest Reset Date (as defined below) shall be the Rate of Interest determined
as of the Interest Determination Date (as defined below) in respect of the next
preceding Interest Reset Date. The Rate of Interest in effect on each day that
is an Interest Reset Date shall be the Rate of Interest determined as of the
Interest Determination Date in respect of such Interest Reset Date.
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(b) The Calculation Agent shall reset the Rate of Interest on
each Interest Payment Date and on October 11, 2001 (each, an "Interest Reset
Date"). At approximately 11:00 a.m., London time, on the second London Business
Day (or, for purposes of the third sentence of paragraph (c) below, the Business
Day) next preceding each Interest Reset Date (each, an "Interest Determination
Date"), Bank One, N.A., or its successor in this capacity (the "Calculation
Agent"), shall calculate the Rate of Interest for the following Interest Period
as, subject to the provisions described below, the rate per annum equal to
[0.77] [0.85]% above the rate for deposits in United States dollars having a
maturity of three months commencing on the first day of such Interest Period
that appears on the Telerate Page (as defined below) on such Interest
Determination Date. "London Business Day" means any day on which dealings in
United States dollars are transacted in the London interbank market.
(c) If no such rate appears on the Telerate Page as specified
in paragraph (b) above, the Calculation Agent shall request the principal London
offices of each of four major reference banks in the London interbank market, as
selected by the Calculation Agent (after consultation with the Company), to
provide the Calculation Agent with its offered quotation for deposits in United
States dollars for the period of three months, commencing on the first day of
the applicable Interest Period, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such Interest Determination Date and
in a principal amount that is representative for a single transaction in United
States dollars in that market at that time. If at least two quotations are
provided, then LIBOR on such Interest Determination Date shall be the arithmetic
mean of such quotations. If fewer than two quotations are provided, then LIBOR
on such Interest Determination Date shall be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., in The City of New York, on the Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent (after consultation with the Company) for loans in United
States dollars to leading European banks, having a three-month maturity and in a
principal amount that is representative for a single transaction in United
States dollars in that market at that time. If, however, the banks selected by
the Calculation Agent are not providing quotations in the manner described by
the previous sentence, LIBOR determined as of such Interest Determination Date
shall be LIBOR in effect on such Interest Determination Date.
"Telerate Page" means the display designated as "Page 3750" on
Bridge Telerate, Inc., or any successor service, for the purpose of displaying
the London interbank rates of major banks for United States dollars.
(d) The Calculation Agent shall, as soon as practicable after
11:00 a.m. (London time) on each Interest Determination Date, determine the Rate
of Interest and calculate the amount of interest payable in respect of the
following Interest Period (the "Interest Amount"). The Interest Amount shall be
calculated by applying the Rate of Interest to the principal amount of each
Security outstanding at the commencement of the Interest Period, multiplying
each such amount by the actual number of days in the Interest Period concerned
(which actual number of days shall include the first day but exclude the last
day of such Interest Period) divided by 360 and rounding the resultant figure
upwards to the nearest cent (half a cent being rounded upwards). The
determination of the Rate of Interest and the Interest Amount by the Calculation
Agent shall (in the absence of manifest error) be final and binding on all
parties.
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The Calculation Agent has determined that the Rate of Interest
for the initial Interest Period is [3.20125] [3.28125]%.
(e) Notwithstanding anything herein to the contrary, the Rate
of Interest shall in no event be higher than the maximum rate permitted by New
York law, as the same may be modified by United States law of general
application.
(f) Interest shall cease to accrue on this Security on the
maturity date unless, upon presentation of this Security, payment of principal
is improperly withheld or refused, in which case, interest shall continue to
accrue.
3. Calculation Agent. So long as any of the Securities remain
outstanding, the Company shall maintain under appointment a Calculation Agent,
which shall initially be the Trustee, for the purpose of the Securities. If the
Trustee shall be unable or unwilling to continue to act as Calculation Agent or
if the Calculation Agent fails to calculate properly the Rate of Interest for
any Interest Period, the Company shall appoint another leading commercial or
investment bank engaged in the London interbank market to act as the Calculation
Agent. The Company may change the Calculation Agent without notice. The
Calculation Agent may not resign in its duties, and the Company may not change
the Calculation Agent, without a successor Calculation Agent having been
appointed that meets the requirements of this paragraph.
All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions hereof relating to the payment and calculation of
interest on the Securities, whether by the reference banks referred to in
paragraph 2(c) above (or any of them) or the Calculation Agent, shall (in the
absence of manifest error) be binding on the Company, the Calculation Agent and
all of the holders and owners of beneficial interests in this Securities, and no
liability shall (in the absence of manifest error) attach to the Calculation
Agent in connection with the exercise or non-exercise by it of its powers,
duties and discretions.
4. Method of Payment. The Company will pay interest on the
Securities (except defaulted interest) to the Persons who are registered Holders
of Securities at the close of business on the Record Date next preceding the
Interest Payment Date, even if such Securities are canceled after such Record
Date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Company will pay
the principal of, premium (if any) on and interest on the Securities in money of
the United States of America that at the time of payment is legal tender for
payment of public and private debts. Such amounts shall be payable at the
offices of the Trustee (as defined below), provided that at the option of the
Company, the Company may pay such amounts (1) by wire transfer with respect to
Global Securities or (2) by check payable in such money mailed to a Holder's
registered address with respect to any Securities.
5. Paying Agent and Registrar. Initially, Bank One, N.A. (the
"Trustee"), the trustee under the Indenture, will act as Paying Agent and
Registrar. In addition, as long as the Securities are listed on the Luxembourg
Stock Exchange, the Company shall maintain a Paying Agent and Registrar for the
Securities in Luxembourg, which initially shall be Kredietbank S.A. Luxembourg.
The Company may change any Paying Agent, Registrar, co-
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registrar or additional paying agent without notice to any Holder. The Company
or any Subsidiary of the Company may act in any such capacity.
6. Indenture. The Company issued the Securities under an
Indenture dated as of April 15, 1999 (the "Indenture") between the Company and
the Trustee. The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in effect on
the date of execution of the Indenture. The Securities are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of
such terms and for the definitions of capitalized terms used but not defined
herein. The Securities are unsecured general obligations of the Company limited
to $500,000,000 in aggregate principal amount; provided, however, that the
authorized aggregate principal amount of the Securities may be increased before
or after the issuance of any Securities by a Board Resolution (or action
pursuant to a Board Resolution) to such effect. The Indenture provides for the
issuance of other series of debt securities (including the Securities, the "Debt
Securities") thereunder.
7. Denominations, Transfer, Exchange. The Securities are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Securities may be registered and Securities
may be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture.
8. Amendments and Waivers. Subject to certain exceptions and
limitations, the Indenture or the Securities may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Debt Securities of all series affected by such amendment or
supplement (acting as one class), and any existing or past Default or Event of
Default under, or compliance with any provision of, the Indenture may be waived
(other than any continuing Default or Event of Default in the payment of the
principal of, premium (if any) on or interest on the Securities) by the Holders
of at least a majority in principal amount of the then outstanding Debt
Securities of any series or of all series (acting as one class) in accordance
with the terms of the Indenture. Without the consent of any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Securities or waive
any provision of either: (i) to cure any ambiguity, omission, defect or
inconsistency; (ii) to provide for the assumption of the obligations of the
Company under the Indenture to Holders in the case of the merger, consolidation
or sale, lease, conveyance, transfer or other disposition of all or
substantially all of the assets of the Company; (iii) to provide for
uncertificated Securities in addition to or in place of certificated Securities
or to provide for the issuance of bearer Securities (with or without coupons);
(iv) to provide any security for the Securities or to add guarantees of the
Securities; (v) to comply with any requirement in order to effect or maintain
the qualification of the Indenture under the TIA; (vi) to add to the covenants
of the Company for the benefit of the Holders of the Securities, or to surrender
any right or power conferred by the Indenture upon the Company; (vii) to add any
additional Events of Default with respect to all or any series of the Debt
Securities; (viii) to change or eliminate any of the provisions of the
Indenture, provided that no outstanding Security is adversely affected in any
material respect; (ix) to supplement any of the provisions of the Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of the Securities pursuant to the Indenture; or (x) to evidence and
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provide for the acceptance of appointment under the Indenture by a successor
Trustee with respect to the Securities and to add to or change any of the
provisions of the Indenture as shall be necessary to provide for or facilitate
the administration of the trusts thereunder by more than one Trustee, pursuant
to the requirements of the Indenture.
The right of any Holder to participate in any consent required
or sought pursuant to any provision of the Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which such consent is required or sought as of
a date identified by the Company in a notice furnished to Holders in accordance
with the terms of the Indenture.
Without the consent of each Holder affected, the Company may
not (i) reduce the amount of Debt Securities whose Holders must consent to an
amendment, supplement or waiver; (ii) reduce the rate of or change the time for
payment of interest, including default interest, on any Security; (iii) reduce
the principal of or premium on, or change the Stated Maturity of, any Security;
(iv) reduce the premium, if any, payable upon the redemption of any Security or
change the time at which any Security may or shall be redeemed; (v) change the
coin or currency in which any Security or any premium or interest with respect
thereto is payable; (vi) impair the right to institute suit for the enforcement
of any payment of principal of or premium (if any) or interest on any Security,
except as provided in the Indenture; (vii) make any change in the percentage of
principal amount of Debt Securities necessary to waive compliance with certain
provisions of the Indenture or make any change in the provision for
modification; or (viii) waive a continuing Default or Event of Default in the
payment of principal of or premium (if any) or interest on the Securities.
A supplemental indenture that changes or eliminates any
covenant or other provision of the Indenture which has expressly been included
solely for the benefit of one or more particular series of Debt Securities under
the Indenture, or which modifies the rights of the Holders of Debt Securities of
such series with respect to such covenant or other provision, shall be deemed
not to affect the rights under the Indenture of the Holders of Debt Securities
of any other series.
9. Defaults and Remedies. Events of Default are defined in the
Indenture and generally include: (i) default by the Company for 30 days in
payment of any interest on the Securities; (ii) default by the Company in any
payment of principal of or premium, if any, on the Securities when due and
payable; (iii) default by the Company in compliance with any of its other
covenants or agreements in, or provisions of, the Securities or in the Indenture
which shall not have been remedied within 90 days after written notice by the
Trustee or by the holders of at least 25% in principal amount of the Securities
then outstanding (or, in the event that other Debt Securities issued under the
Indenture are also affected by the default, then 25% in principal amount of all
outstanding Debt Securities so affected); or (iv) certain events involving
bankruptcy, insolvency or reorganization of the Company. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities of the series affected by
such default (or, in the case of an Event of Default described in clause (iii)
above, if outstanding Debt Securities of other series are affected by such
Default, then at least 25% in principal amount of the then outstanding Debt
Securities so affected), may
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declare the principal of and interest on all the Securities (or such Debt
Securities) to be immediately due and payable, except that in the case of an
Event of Default arising from certain events of bankruptcy, insolvency or
reorganization of the Company, all outstanding Debt Securities under the
Indenture become due and payable immediately without further action or notice.
The amount due and payable upon the acceleration of any Security is equal to
100% of the principal amount thereof plus accrued interest to the date of
payment. Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity reasonably
satisfactory to it before it enforces the Indenture or the Securities. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Securities (or affected Debt Securities) may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders notice
of any continuing default (except a default in payment of principal, premium or
interest) if it determines that withholding notice is in their interests. The
Company must furnish an annual compliance certificate to the Trustee.
10. Discharge Prior to Maturity. The Indenture with respect to
the Securities shall be discharged and canceled upon the payment of all of the
Securities and shall be discharged except for certain obligations upon the
irrevocable deposit with the Trustee of funds or U.S. Government Obligations
sufficient for such payment.
11. Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not Trustee.
12. No Recourse Against Others. A director, officer, employee,
stockholder, partner or other owner of the Company or the Trustee, as such,
shall not have any liability for any obligations of the Company under the
Securities or for any obligations of the Company or the Trustee under the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release shall be part of the
consideration for the issue of Securities.
13. Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.
14. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Securities as a convenience to the
Holders of the Securities. No representation is made as to the accuracy of such
numbers as printed on the Securities and reliance may be placed only on the
other identification numbers printed thereon.
15. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
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The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:
Conoco Inc.
600 North Dairy Ashford
Houston, Texas 77079
Telephone: (281) 293-2648
Attention: Capital Markets
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SCHEDULE OF EXCHANGES OF SECURITIES(3)
The following exchanges of a part of this Global Security for
other Securities have been made:
<Table>
<Caption>
Principal Amount
Amount of Amount of of this Global Signature of
Decrease in Increase in Security Following Authorized Officer
Principal Amount Principal Amount Such Decrease of Trustee or
Date of Exchange of this Global Security of this Global Security (or Increase) Security Custodian
----------------- ------------------------ ------------------------ ------------- ------------------
</Table>
---------------------
(3) This schedule to be included only if the Security is a Global Security.
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ASSIGNMENT FORM
To assign this Security, fill in the form below: (I) or (we)
assign and transfer this Security to
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(Insert assignee's social security or tax I.D. number)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
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as agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Date: Your Signature:
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(Sign exactly as your name appears on
the face of this Security)
Signature Guarantee:
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(Participant in a Recognized Signature
Guaranty Medallion Program)
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