Exhibit 4.2
OFFICERS' CERTIFICATE
Each of the undersigned officers of Burlington Resources Finance Company,
an unlimited liability company organized and existing under the laws of Nova
Scotia, Canada (the "Company"), in accordance with Sections 1.03 and 3.01 of the
Indenture, dated as of February 12, 2001 between the Company and Citibank, N.A.,
as Trustee (the "Indenture"), does hereby certify as follows (capitalized terms
used but not otherwise defined herein shall have the meanings assigned to such
terms in the Indenture):
1. We have read the provisions of the Indenture pursuant to which the form
and terms of the Securities (as defined below) have been established and the
definitions contained in the Indenture relating thereto. We have also reviewed
such other corporate documents and records, and made such examination or
investigation, as each of us considers is necessary to enable us to express an
informed opinion as to whether the covenants and conditions precedent to the
establishment of the form and terms of the Securities and the authentication and
delivery of the Securities by the Trustee have been or will be complied with,
and in our opinion, all such covenants and conditions precedent have been
complied with.
2. The Company has registered under the Securities Act of 1933, as amended,
and established one series of Securities under the Indenture, titled 5.60%
Exchange Notes due December 1, 2006 (the "2006 Notes"), one series of Securities
under the Indenture, titled 6.50% Exchange Notes due December 1, 2011 (the "2011
Notes"), and one series of Securities under the Indenture, titled 7.40% Exchange
Notes due December 1, 2031 (the "2031 Notes" and, collectively with the 2006
Notes and the 2011 Notes, the "Securities"), which are represented by one or
more certificates (each a "Global Certificate") registered in the name of The
Depository Trust Company or its nominee ("DTC"), as depository for the
Securities.
3. On the date hereof, $ aggregate principal amount of the 2006 Notes, $
aggregate principal amount of the 2011 Notes and $ aggregate principal amount of
the 2031 Notes will be issued. The Company shall be entitled to issue additional
Securities (of each or all series) which have identical terms as any of the
Securities issued on the date hereof, other than with respect to the date of
issuance, to issue price and to the special mandatory redemption. Each of the
series of Securities issued on the date hereof and any additional Securities of
a particular series issued in the future shall be treated as a single class for
all purposes of the Indenture. The Securities are not limited in aggregate
principal amount.
4. The principal amount of the 2006 Notes is payable on December 1, 2006,
the principal amount of the 2011 Notes is payable on December 1, 2011 and the
principal amount of the 2031 Notes is payable on December 1, 2031.
5. The 2006 Notes shall bear interest at the rate of 5.60% per annum,
beginning on November 16, 2001 or, if interest has been paid on the outstanding
notes, from the most recent date to which interest has been paid, the 2011 Notes
shall bear interest at the rate of 6.50% per annum, beginning on November 16,
2001 or, if interest has been paid on the outstanding notes, from the most
recent date to which interest has been paid, and the 2031 Notes shall bear
interest at the rate of 7.40% per annum, beginning on November 16, 2001 or, if
interest has been paid on the outstanding notes, from the most recent date to
which interest has been paid. Interest on the Securities will be computed on the
basis of a 360-day year comprised of twelve 30-day months. Interest shall be
payable semiannually on June 1 and December 1 in each year (each, an "Interest
Payment Date"), commencing on the first Interest Pay-
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ment Date after the issue date of the Securities or, if interest has not been
paid on the outstanding notes, on June 1, 2002, until payment of the principal
sum has been made or duly provided for. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date or within 5 days
thereafter will be paid to the person in whose name the Securities are
registered at the close of business on May 15 or November 15, as the case may
be, next preceding such Interest Payment Date.
6. The principal of and the interest on the Securities shall be payable at
the Company's office or agency maintained for such purpose in the Borough of
Manhattan, the City of New York, which is currently Citibank, N.A., 111 Wall
Street, New York, NY 10005, in immediately available (same day) funds to the
registered holders of the Securities, which initially shall be DTC or its
nominee; 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 appears in the Securities Register.
7. The Securities shall be subject to a Special Mandatory Redemption as
more fully described in Exhibit A hereto. A failure by the Company to make a
Special Mandatory Redemption when required to do so shall constitute an Event of
Default under the Indenture. Since the Company complied with its obligation
under the Special Mandatory Redemption, this provision no longer has any effect
and the Company will not be required to redeem the Securities pursuant to this
provision.
8. Each series of the Securities may be redeemed at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice to registered holders thereof. The Securities may be redeemed at a
redemption price applicable to each series of Securities equal to the greater of
(a) 100% of the principal amount of such series plus accrued interest to the
redemption date or (b) the sum of the present values of the remaining scheduled
payments of principal and interest (exclusive of interest accrued to the date of
redemption) discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined in Exhibit A hereto) plus 25 basis points, plus accrued and unpaid
interest on the principal amount of such series being redeemed to the redemption
date.
9. The Securities are not entitled to the benefit of any sinking fund.
10. The Securities are subject to defeasance in accordance with Article
Four of the Indenture.
11. The form of the Global Securities shall be substantially as attached
hereto as Exhibit A.
12. Citibank, N.A. is hereby designated and appointed as Paying Agent and
Securities Registrar with respect to the Securities.
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IN WITNESS WHEREOF, we have executed this certificate as of the th day of ,
2002.
BURLINGTON RESOURCES FINANCE COMPANY
By: _________________________________
Name: Daniel D. Hawk
Title: Vice President and Treasurer
By: _________________________________
Name: Frederick J. Plaeger, II
Title: Vice President, General Counsel and
Assistant Secretary
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[Form of Security to be attached.]
-5-
Exhibit A
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED EITHER IN THE INDENTURE OR HEREIN AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC
TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF
DTC OR A NOMINEE OF SUCH SUCCESSOR.
Cusip No.
BURLINGTON RESOURCES FINANCE COMPANY
5.60% NOTES
DUE DECEMBER 1, 2006
Rate of Interest Maturity Date Original Issue Date
- ---------------- ------------- -------------------
5.60% December 1, 2006 , 2002
No. 001 $
Burlington Resources Finance Company, an unlimited liability company
organized and existing under the laws of Nova Scotia, Canada (herein called the
"Company"), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of $ on the Maturity Date shown above, and
to pay interest thereon, at the annual rate of interest shown above, from the
Original Issue Date shown above or from the most recent Interest Payment Date
(as hereinafter defined) to which interest has been paid or duly provided for,
payable semiannually on June 1 and December 1 of each year and at maturity (an
"Interest Payment Date"), commencing on the first such date after the Original
Issue Date shown above. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date or within five days thereafter will, as provided in the
Indenture, be paid to the person in whose name this Security is registered at
the close of business on the Record Date for any such Interest Payment Date,
which shall be the May 15 or November 15 next preceding the applicable Interest
Payment Date (whether or not a Business Day). Any such interest not so
punctually paid or duly provided for, and any interest payable on such defaulted
interest (to the extent lawful), will forthwith cease to be payable to the
Holder on such Record Date and shall be paid to the person in whose name this
Security 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 not less than ten days prior to such
special record date. Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office of the Trustee, 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 any installment of interest may be made
by check mailed to the address of the person entitled thereto as such ad-
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dress
shall appear in the Securities Register or by wire transfer to an account
maintained by the person entitled thereto as specified in the Securities
Register, provided that such person shall have given the Trustee appropriate and
timely written wire instructions.
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.
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
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IN WITNESS WHEREOF, Burlington Resources Finance Company has caused this
instrument to be executed in its corporate name by the facsimile signature of
its duly authorized officers and has caused a facsimile of its corporate seal to
be affixed hereunto or imprinted hereon.
BURLINGTON RESOURCES FINANCE COMPANY
By:
------------------------------------------------
Name: Daniel D. Hawk
Title: Vice President and Treasurer
ATTEST:
By:
--------------------------------------------
Name: Anne Vaughan
Title: Assistant Secretary
DATED: , 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 5.60% Exchange Notes due December 1, 2006 issued
pursuant to the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By:
-----------------------------------------------
Authorized Signatory
Dated:
BURLINGTON RESOURCES FINANCE COMPANY
5.60% NOTES
DUE DECEMBER 1, 2006
This Security is one of a duly authorized issue of Securities of the
Company (which term includes any successor Person under the Indenture herein
referred to) designated as its 5.60% Exchange Notes due December 1, 2006, issued
or to be issued pursuant to an Indenture, dated as of February 12, 2001 (the
"Indenture"), between the Company and Citibank N.A., as Trustee (the "Trustee,"
which term includes any successor trustee under the Indenture). The Securities
shall be fully and unconditionally guaranteed by Burlington Resources Inc., a
Delaware corporation (the "Guarantor"), pursuant to a Guarantee Agreement dated
as of February 12, 2001 by the Guarantor in favor of the holders of Securities.
The terms of this Security include those stated in the Indenture and in the
Officers' Certificate issued thereunder and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as in effect on the date of the
Indenture. Reference is hereby made to the Indenture and the applicable
officers' certificate issued thereunder for a statement of the respective
rights, limitation of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders and of the terms upon which the Securities are, and
are to be, authenticated and delivered.
The Securities are a series of Securities issued or to be issued by the
Company under the Indenture, and this Series is unlimited in aggregate principal
amount. As of the Original Issue Date, $ principal amount of Notes of this
Series will be issued. The Indenture provides that the Securities of the Company
referred to therein ("Securities"), may be issued in one or more Series, which
different Series may be issued in such aggregate principal amounts and on such
terms (including, but not limited to, terms relating to interest rate or rates,
provisions for determining such interest rate or rates and adjustments thereto,
maturity, redemption (optional and mandatory), covenants and Events of Default)
as may be provided in the officers' certificates or supplemental indentures
relating to the several Series.
The notes which were exchanged for the Securities contained a special
mandatory redemption provision which no longer has any effect and the Company
will not be required to redeem the Securities pursuant to such provision.
The Securities are subject to redemption upon not less than 30 nor more
than 60 days notice by mail, in whole or in part, at the option of the Company
at any time at a redemption price equal to the greater of (i) 100% of the
principal amount of such Securities plus accrued and unpaid interest to the
redemption date or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to the
date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points plus accrued and unpaid interest thereon to the
redemption date.
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"Treasury Rate" means, with respect to any redemption date, (i) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined and
the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
"Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Securities to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of four Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated or if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Reference Treasury Dealer" means (i) each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Morgan Stanley & Co. Incorporated and two other primary
U.S. Government securities dealers in New York City (each, a "Primary Treasury
Dealer") and their respective successors, provided, however, that if any of the
foregoing shall cease to be a
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Primary Treasury Dealer, the Company will substitute therefor another Primary
Treasury Dealer and (ii) 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, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
redemption date.
If an Event of Default shall occur and be continuing, the principal of all
the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture. The Indenture provides that the Trustee or Holders of
at least 25% in principal amount of the Securities of the applicable series may
declare the applicable series to be immediately due and payable. However, upon
certain conditions such declarations may be annulled and past defaults may be
waived.
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 under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities affected thereby,
voting as a single class (which may include the Securities), at the time
outstanding. The Indenture also contains provisions permitting the Company and
the Trustee to amend certain provisions of the Indenture without the consent of
the Holders of the Securities.
No reference herein to the Indenture or the Officers' Certificate and no
provision of this Note or of the Indenture or the Officers' Certificate shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
places and rates, 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 Note is registrable in the Securities Register upon
surrender of this Security for registration of transfer at the agency of the
Company provided for that purpose duly endorsed by, or accompanied by a written
instrument of transfer in substantially the form accompanying this Security duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities 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 set forth therein and on the face
of this Security, the Securities are ex-
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changeable for a like aggregate principal amount of Securities 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
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to the Indenture in which case such transfer taxes or similar
governmental charges shall be paid by the Company).
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 Note 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 which are defined in the Indenture or the
Officers' Certificate shall have the meanings assigned to them therein.
Customary abbreviations may be used in the name of a Security holder or any
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).
The Company will furnish to any Holder of record of a Security, upon
written request, without charge, a copy of the Indenture. Requests may be made
to: Vice President and Assistant Treasurer, Burlington Resources Finance
Company, c/o Burlington Resources Canada Ltd., Suite 3700, 250-6th Avenue, S.W.,
Calgary, Alberta T2P 3H7, telephone: (403) 260-8000.
ASSIGNMENT FORM
If you the Holder want to assign this Security, fill in the form below and
have your signature guaranteed:
I or we assign and transfer this Security to:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type name, address and zip code and social security or tax ID number
of assignees)
and irrevocably appoint_________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated: Signed:
------------------------------ ------------------------------------
------------------------------------
(Sign exactly as name appears on the
other side of the Security)
Signature Guarantee:
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NOTICE: Signature(s) must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company.
GUARANTEE
The undersigned Guarantor (capitalized terms used herein have the meanings
given such terms in the Indenture referred to in the Security upon which this
notation is endorsed) hereby unconditionally guarantees (such guarantee being
referred to herein as the "Guarantee") the due and punctual payment of the
principal of, premium, if any, and interest on the 5.60% Exchange Notes due
December 1, 2006 (the "Securities") which this Guarantee accompanies, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on the overdue principal, premium and interest on the Securities, and the due
and punctual performance of all other obligations of the Company to the Holders
or the Trustee, all in accordance with the terms set forth in Article Two of the
Guarantee Agreement.
This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Securities upon which this Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.
This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York.
This Guarantee is subject to release upon the terms set forth in the
Guarantee Agreement.
BURLINGTON RESOURCES INC.
By:
-------------------------------------------
Name:
Title:
Exhibit A
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED EITHER IN THE INDENTURE OR HEREIN AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC
TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF
DTC OR A NOMINEE OF SUCH SUCCESSOR.
Cusip No.
BURLINGTON RESOURCES FINANCE COMPANY
6.50% NOTES
DUE DECEMBER 1, 2011
Rate of Interest Maturity Date Original Issue Date
---------------- ------------- -------------------
6.50% December 1, 2011 , 2002
No. 001 $
Burlington Resources Finance Company, an unlimited liability company
organized and existing under the laws of Nova Scotia, Canada (herein called the
"Company"), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of $ on the Maturity Date shown above, and
to pay interest thereon, at the annual rate of interest shown above, from the
Original Issue Date shown above or from the most recent Interest Payment Date
(as hereinafter defined) to which interest has been paid or duly provided for,
payable semiannually on June 1 and December 1 of each year and at maturity (an
"Interest Payment Date"), commencing on the first such date after the Original
Issue Date shown above. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date or within five days thereafter will, as provided in the
Indenture, be paid to the person in whose name this Security is registered at
the close of business on the Record Date for any such Interest Payment Date,
which shall be the May 15 or November 15 next preceding the applicable Interest
Payment Date (whether or not a Business Day). Any such interest not so
punctually paid or duly provided for, and any interest payable on such defaulted
interest (to the extent lawful), will forthwith cease to be payable to the
Holder on such Record Date and shall be paid to the person in whose name this
Security 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 not less than ten days prior to such
special record date. Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office of the Trustee, 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 any installment of interest may be made
by check mailed to the address of the person entitled thereto as such ad-
-2-
dress shall appear in the Securities Register or by wire transfer to an account
maintained by the person entitled thereto as specified in the Securities
Register, provided that such person shall have given the Trustee appropriate and
timely written wire instructions.
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.
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
-3-
IN WITNESS WHEREOF, Burlington Resources Finance Company has caused this
instrument to be executed in its corporate name by the facsimile signature of
its duly authorized officers and has caused a facsimile of its corporate seal to
be affixed hereunto or imprinted hereon.
BURLINGTON RESOURCES FINANCE COMPANY
By:
----------------------------------------------
Name: Daniel D. Hawk
Title: Vice President and Treasurer
ATTEST:
By:
--------------------------------------------
Name: Anne Vaughan
Title: Assistant Secretary
DATED: , 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 6.50% Exchange Notes due December 1, 2011 issued
pursuant to the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By:
-----------------------------------------------
Authorized Signatory
Dated:
BURLINGTON RESOURCES FINANCE COMPANY
6.50% NOTES
DUE DECEMBER 1, 2011
This Security is one of a duly authorized issue of Securities of the
Company (which term includes any successor Person under the Indenture herein
referred to) designated as its 6.50% Exchange Notes due December 1, 2011, issued
or to be issued pursuant to an Indenture, dated as of February 12, 2001 (the
"Indenture"), between the Company and Citibank N.A., as Trustee (the "Trustee,"
which term includes any successor trustee under the Indenture). The Securities
shall be fully and unconditionally guaranteed by Burlington Resources Inc., a
Delaware corporation (the "Guarantor"), pursuant to a Guarantee Agreement dated
as of February 12, 2001 by the Guarantor in favor of the holders of Securities.
The terms of this Security include those stated in the Indenture and in the
Officers' Certificate issued thereunder and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as in effect on the date of the
Indenture. Reference is hereby made to the Indenture and the applicable
officers' certificate issued thereunder for a statement of the respective
rights, limitation of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders and of the terms upon which the Securities are, and
are to be, authenticated and delivered.
The Securities are a series of Securities issued or to be issued by the
Company under the Indenture, and this Series is unlimited in aggregate principal
amount. As of the Original Issue Date, $ principal amount of Notes of this
Series will be issued. The Indenture provides that the Securities of the Company
referred to therein ("Securities"), may be issued in one or more Series, which
different Series may be issued in such aggregate principal amounts and on such
terms (including, but not limited to, terms relating to interest rate or rates,
provisions for determining such interest rate or rates and adjustments thereto,
maturity, redemption (optional and mandatory), covenants and Events of Default)
as may be provided in the officers' certificates or supplemental indentures
relating to the several Series.
The notes which were exchanged for the Securities contained a special
mandatory redemption provision which no longer has any effect and the Company
will not be required to redeem the Securities pursuant to such provision.
The Securities are subject to redemption upon not less than 30 nor more
than 60 days notice by mail, in whole or in part, at the option of the Company
at any time at a redemption price equal to the greater of (i) 100% of the
principal amount of such Securities plus accrued and unpaid interest to the
redemption date or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to the
date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points plus accrued and unpaid interest thereon to the
redemption date.
-2-
"Treasury Rate" means, with respect to any redemption date, (i) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined and
the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
"Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Securities to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of four Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated or if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Reference Treasury Dealer" means (i) each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Morgan Stanley & Co. Incorporated and two other primary
U.S. Government securities dealers in New York City (each, a "Primary Treasury
Dealer") and their respective successors, provided, however, that if any of the
foregoing shall cease to be a
-3-
Primary Treasury Dealer, the Company will substitute therefor another Primary
Treasury Dealer and (ii) 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, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
redemption date.
If an Event of Default shall occur and be continuing, the principal of all
the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture. The Indenture provides that the Trustee or Holders of
at least 25% in principal amount of the Securities of the applicable series may
declare the applicable series to be immediately due and payable. However, upon
certain conditions such declarations may be annulled and past defaults may be
waived.
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 under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities affected thereby,
voting as a single class (which may include the Securities), at the time
outstanding. The Indenture also contains provisions permitting the Company and
the Trustee to amend certain provisions of the Indenture without the consent of
the Holders of the Securities.
No reference herein to the Indenture or the Officers' Certificate and no
provision of this Note or of the Indenture or the Officers' Certificate shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
places and rates, 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 Note is registrable in the Securities Register upon
surrender of this Security for registration of transfer at the agency of the
Company provided for that purpose duly endorsed by, or accompanied by a written
instrument of transfer in substantially the form accompanying this Security duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities 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 set forth therein and on the face
of this Security, the Securities are ex-
-4-
changeable for a like aggregate principal amount of Securities 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
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to the Indenture in which case such transfer taxes or similar
governmental charges shall be paid by the Company).
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 Note 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 which are defined in the Indenture or the
Officers' Certificate shall have the meanings assigned to them therein.
Customary abbreviations may be used in the name of a Security holder or any
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).
The Company will furnish to any Holder of record of a Security, upon
written request, without charge, a copy of the Indenture. Requests may be made
to: Vice President and Assistant Treasurer, Burlington Resources Finance
Company, c/o Burlington Resources Canada Ltd., Suite 3700, 250-6th Avenue, S.W.,
Calgary, Alberta T2P 3H7, telephone: (403) 260-8000.
ASSIGNMENT FORM
If you the Holder want to assign this Security, fill in the form below and
have your signature guaranteed:
I or we assign and transfer this Security to:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type name, address and zip code and social security or tax ID number
of assignees)
and irrevocably appoint_________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated: Signed:
------------------------------ ------------------------------------
------------------------------------
(Sign exactly as name appears on the
other side of the Security)
Signature Guarantee:
------------------------------------------------------------
NOTICE: Signature(s) must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company.
GUARANTEE
The undersigned Guarantor (capitalized terms used herein have the meanings
given such terms in the Indenture referred to in the Security upon which this
notation is endorsed) hereby unconditionally guarantees (such guarantee being
referred to herein as the "Guarantee") the due and punctual payment of the
principal of, premium, if any, and interest on the 6.50% Exchange Notes due
December 1, 2011 (the "Securities") which this Guarantee accompanies, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on the overdue principal, premium and interest on the Securities, and the due
and punctual performance of all other obligations of the Company to the Holders
or the Trustee, all in accordance with the terms set forth in Article Two of the
Guarantee Agreement.
This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Securities upon which this Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.
This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York.
This Guarantee is subject to release upon the terms set forth in the
Guarantee Agreement.
BURLINGTON RESOURCES INC.
By:
----------------------------------------------
Name:
Title:
Exhibit A
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED EITHER IN THE INDENTURE OR HEREIN AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC
TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF
DTC OR A NOMINEE OF SUCH SUCCESSOR.
Cusip No.
BURLINGTON RESOURCES FINANCE COMPANY
7.40% NOTES
DUE DECEMBER 1, 2031
Rate of Interest Maturity Date Original Issue Date
---------------- ------------- -------------------
7.40% December 1, 2031 , 2002
No. 001 $
Burlington Resources Finance Company, an unlimited liability company
organized and existing under the laws of Nova Scotia, Canada (herein called the
"Company"), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of $ on the Maturity Date shown above, and
to pay interest thereon, at the annual rate of interest shown above, from the
Original Issue Date shown above or from the most recent Interest Payment Date
(as hereinafter defined) to which interest has been paid or duly provided for,
payable semiannually on June 1 and December 1 of each year and at maturity (an
"Interest Payment Date"), commencing on the first such date after the Original
Issue Date shown above. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date or within five days thereafter will, as provided in the
Indenture, be paid to the person in whose name this Security is registered at
the close of business on the Record Date for any such Interest Payment Date,
which shall be the May 15 or November 15 next preceding the applicable Interest
Payment Date (whether or not a Business Day). Any such interest not so
punctually paid or duly provided for, and any interest payable on such defaulted
interest (to the extent lawful), will forthwith cease to be payable to the
Holder on such Record Date and shall be paid to the person in whose name this
Security 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 not less than ten days prior to such
special record date. Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office of the Trustee, 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 any installment of interest may be made
by check mailed to the address of the person entitled thereto as such ad-
-2-
dress shall appear in the Securities Register or by wire transfer to an account
maintained by the person entitled thereto as specified in the Securities
Register, provided that such person shall have given the Trustee appropriate and
timely written wire instructions.
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.
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
-3-
IN WITNESS WHEREOF, Burlington Resources Finance Company has caused this
instrument to be executed in its corporate name by the facsimile signature of
its duly authorized officers and has caused a facsimile of its corporate seal to
be affixed hereunto or imprinted hereon.
BURLINGTON RESOURCES FINANCE COMPANY
By:
---------------------------------------------
Name: Daniel D. Hawk
Title: Vice President and Treasurer
ATTEST:
By:
--------------------------------------------
Name: Anne Vaughan
Title: Assistant Secretary
DATED: , 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 7.40% Exchange Notes due December 1, 2031 issued
pursuant to the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By:
-------------------------------------------------
Authorized Signatory
Dated:
BURLINGTON RESOURCES FINANCE COMPANY
7.40% NOTES
DUE DECEMBER 1, 2031
This Security is one of a duly authorized issue of Securities of the
Company (which term includes any successor Person under the Indenture herein
referred to) designated as its 7.40% Exchange Notes due December 1, 2031, issued
or to be issued pursuant to an Indenture, dated as of February 12, 2001 (the
"Indenture"), between the Company and Citibank N.A., as Trustee (the "Trustee,"
which term includes any successor trustee under the Indenture). The Securities
shall be fully and unconditionally guaranteed by Burlington Resources Inc., a
Delaware corporation (the "Guarantor"), pursuant to a Guarantee Agreement dated
as of February 12, 2001 by the Guarantor in favor of the holders of Securities.
The terms of this Security include those stated in the Indenture and in the
Officers' Certificate issued thereunder and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as in effect on the date of the
Indenture. Reference is hereby made to the Indenture and the applicable
officers' certificate issued thereunder for a statement of the respective
rights, limitation of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders and of the terms upon which the Securities are, and
are to be, authenticated and delivered.
The Securities are a series of Securities issued or to be issued by the
Company under the Indenture, and this Series is unlimited in aggregate principal
amount. As of the Original Issue Date, $ principal amount of Notes of this
Series will be issued. The Indenture provides that the Securities of the Company
referred to therein ("Securities"), may be issued in one or more Series, which
different Series may be issued in such aggregate principal amounts and on such
terms (including, but not limited to, terms relating to interest rate or rates,
provisions for determining such interest rate or rates and adjustments thereto,
maturity, redemption (optional and mandatory), covenants and Events of Default)
as may be provided in the officers' certificates or supplemental indentures
relating to the several Series.
The notes which were exchanged for the Securities contained a special
mandatory redemption provision which no longer has any effect and the Company
will not be required to redeem the Securities pursuant to such provision.
The Securities are subject to redemption upon not less than 30 nor more
than 60 days notice by mail, in whole or in part, at the option of the Company
at any time at a redemption price equal to the greater of (i) 100% of the
principal amount of such Securities plus accrued and unpaid interest to the
redemption date or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to the
date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points plus accrued and unpaid interest thereon to the
redemption date.
-2-
"Treasury Rate" means, with respect to any redemption date, (i) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined and
the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
"Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Securities to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of four Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated or if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Reference Treasury Dealer" means (i) each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Morgan Stanley & Co. Incorporated and two other primary
U.S. Government securities dealers in New York City (each, a "Primary Treasury
Dealer") and their respective successors, provided, however, that if any of the
foregoing shall cease to be a
-3-
Primary Treasury Dealer, the Company will substitute therefor another Primary
Treasury Dealer and (ii) 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, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
redemption date.
If an Event of Default shall occur and be continuing, the principal of all
the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture. The Indenture provides that the Trustee or Holders of
at least 25% in principal amount of the Securities of the applicable series may
declare the applicable series to be immediately due and payable. However, upon
certain conditions such declarations may be annulled and past defaults may be
waived.
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 under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities affected thereby,
voting as a single class (which may include the Securities), at the time
outstanding. The Indenture also contains provisions permitting the Company and
the Trustee to amend certain provisions of the Indenture without the consent of
the Holders of the Securities.
No reference herein to the Indenture or the Officers' Certificate and no
provision of this Note or of the Indenture or the Officers' Certificate shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
places and rates, 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 Note is registrable in the Securities Register upon
surrender of this Security for registration of transfer at the agency of the
Company provided for that purpose duly endorsed by, or accompanied by a written
instrument of transfer in substantially the form accompanying this Security duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities 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 set forth therein and on the face
of this Security, the Securities are ex-
-4-
changeable for a like aggregate principal amount of Securities 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
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to the Indenture in which case such transfer taxes or similar
governmental charges shall be paid by the Company).
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 Note 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 which are defined in the Indenture or the
Officers' Certificate shall have the meanings assigned to them therein.
Customary abbreviations may be used in the name of a Security holder or any
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).
The Company will furnish to any Holder of record of a Security, upon
written request, without charge, a copy of the Indenture. Requests may be made
to: Vice President and Assistant Treasurer, Burlington Resources Finance
Company, c/o Burlington Resources Canada Ltd., Suite 3700, 250-6th Avenue, S.W.,
Calgary, Alberta T2P 3H7, telephone: (403) 260-8000.
ASSIGNMENT FORM
If you the Holder want to assign this Security, fill in the form below and
have your signature guaranteed:
I or we assign and transfer this Security to:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type name, address and zip code and social security or tax ID number
of assignees)
and irrevocably appoint_________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated: Signed:
------------------------------ ------------------------------------
------------------------------------
(Sign exactly as name appears on the
other side of the Security)
Signature Guarantee:
------------------------------------------------------------
NOTICE: Signature(s) must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company.
GUARANTEE
The undersigned Guarantor (capitalized terms used herein have the meanings
given such terms in the Indenture referred to in the Security upon which this
notation is endorsed) hereby unconditionally guarantees (such guarantee being
referred to herein as the "Guarantee") the due and punctual payment of the
principal of, premium, if any, and interest on the 7.40% Exchange Notes due
December 1, 2031 (the "Securities") which this Guarantee accompanies, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on the overdue principal, premium and interest on the Securities, and the due
and punctual performance of all other obligations of the Company to the Holders
or the Trustee, all in accordance with the terms set forth in Article Two of the
Guarantee Agreement.
This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Securities upon which this Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.
This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York.
This Guarantee is subject to release upon the terms set forth in the
Guarantee Agreement.
BURLINGTON RESOURCES INC.
By:
------------------------------------------------
Name:
Title: