DECLARATION OF TRUST
This DECLARATION OF TRUST, dated as of May 6, 1998 (this "Declaration"),
among (i) Burlington Resources Inc., a Delaware corporation (the "Depositor"),
(ii) Chase Bank of Texas, National Association, a national banking association,
as Property Trustee, (iii) Chase Manhattan Bank Delaware, a Delaware banking
corporation, as Delaware Trustee, and (iv) John E. Hagale, an individual, as
Regular Trustee (each of such trustees in (ii), (iii) and (iv) a "Trustee" and
collectively, the "Trustees"). The Depositor and the Trustees hereby agree as
follows:
1. The trust created hereby (the "Trust") shall be known as "Burlington
Resources Capital II" in which name the Trustees, or the Depositor to the extent
provided herein, may engage in the transactions contemplated hereby, make and
execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. ss. 3801, et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust in the form of exhibit A attached hereto with the Delaware Secretary of
State in accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended and restated
Declaration, satisfactory to each such party and substantially in the form
included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and restated
Declaration, the Trustees shall not have any duty or obligation hereunder or
with respect to the trust estate, except as otherwise required by applicable law
or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
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4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and possibly certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) to file with the New York Stock Exchange or any other national
stock exchange or The Nasdaq National Market (each, an "Exchange") and execute
on behalf of the Trust one or more listing applications and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Preferred Securities to be listed
on any of the Exchanges; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the securities
or blue sky laws of such jurisdictions as the Depositor, on behalf of the Trust,
may deem necessary or desirable and (iv) to execute on behalf of the Trust that
certain Underwriting Agreement relating to the Preferred Securities, among the
Trust, the Depositor and the several Underwriters named therein, substantially
in the form included as an exhibit to the 1933 Act Registration Statement. In
the event that any filing referred to in clauses (i), (ii) and (iii) above is
required by the rules and regulations of the Commission, an Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by one or
more of the Trustees, each of the Trustees, in its or his capacity as a Trustee
of the Trust, is hereby authorized and, to the extent so required, directed to
join in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that the Property Trustee and the Delaware
Trustee, each in its capacity as a Trustee of the Trust, shall not be required
to join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the Exchange or
state securities or blue sky laws. In connection with the filings referred to
above, the Depositor and John E. Hagale, as a Trustee and not in his individual
capacity, hereby constitutes and appoints Gerald J. Schissler and
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John E. Hagale, and each of them, as its true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the Depositor or
such Trustee or in the Depositor's or such Trustee's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement and the 1934 Act Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, the Exchange and administrators of
state securities or blue sky laws, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the Depositor or such Trustee might or could to in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes, shall do
or cause to be done by virtue hereof.
5. This Declaration may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty (30) days' prior notice to the
Depositor.
7. This Declaration shall be governed by, and construed in accordance with,
the laws of the State of Delaware (without regard to conflict of laws of
principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be
duly executed as of the day and year first above written.
BURLINGTON RESOURCES INC.,
as Depositor
By: /s/ John E. Hagale
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Name: John E. Hagale
Title: Executive Vice
President and Chief
Financial Officer
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Property
Trustee
By: /s/ Nancy J. Pugsley
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Name: Nancy J. Pugsley
Title: Vice President and
Financial Officer
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ Denis Kelly
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Name: Denis Kelly
Title: Trust Officer
/s/ John E. Hagale
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John E. Hagale, as Regular Trustee
EXHIBIT A
CERTIFICATE OF TRUST OF BURLINGTON RESOURCES CAPITAL II
This Certificate of Trust of Burlington Resources Capital II (the "Trust")
is being duly executed and filed by Chase Bank of Texas, National Association, a
national banking association, Chase Manhattan Bank Delaware, a Delaware banking
corporation, and John E. Hagale, an individual, as trustees, to form a business
trust under the Delaware Business Trust Act (12 Del. C. ss.3801 et seq.).
1. Name. The name of the business trust formed hereby is Burlington
Resources Capital II.
2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware are Chase Manhattan Bank Delaware, 1201 Market
Street, Wilmington, Delaware 19801.
3. Effective Date. This Certificate of Trust shall be effective upon
filing.
IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust, have executed this Certificate.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By:
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Name:
Title:
CHASE MANHATTAN BANK DELAWARE
By:
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Name:
Title:
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Name: John E. Hagale