THIS NOTE 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 NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE 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 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) 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 NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE 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. 00000XXX0
BURLINGTON RESOURCES FINANCE COMPANY
5.700% NOTES
DUE March 1, 2007
Rate of Interest Maturity Date Original Issue Date
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5.700% March 1, 2007 February 25, 2002
No. 001 $350,000,000
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 $350,000,000 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 March 1 and September 1 of each year and
at maturity (an "Interest Payment Date"), commencing on September 1, 2002.
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 Note is registered at the
close of business on the Record Date for any such Interest Payment Date, which
shall be the February 15 or August 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
Note 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 Notes not less than ten days prior to such special
record date. Payment of the principal of (and premium, if any) and interest on
this Note 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 address 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 XXXXXX MADE TO THE FURTHER PROVISIONS OF THIS NOTE 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 Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
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:
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Name: Xxxxxx X. Xxxx
Title: Vice President and Treasurer
ATTEST:
By:
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Name: Xxxx Xxxxxxx
Title: Assistant Secretary
DATED: February 25, 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 5.700% Notes due March 1, 2007 issued pursuant to the
within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By:
----------------------------------------
Authorized Signatory
Dated:
BURLINGTON RESOURCES FINANCE COMPANY
5.700% NOTES
DUE MARCH 1, 2007
This Note is one of a duly authorized issue of Notes of the Company (which
term includes any successor Person under the Indenture herein referred to)
designated as its 5.700% Notes due March 1, 2007 (the "Notes"), 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 Notes 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 Notes. The terms
of this Note 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 Notes are, and are to
be, authenticated and delivered.
The Notes 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, $350,000,000 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 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 Notes 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.
"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
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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 Notes 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 Notes.
"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 X.X. Xxxxxx Securities Inc. 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 X.X. Xxxxxx Securities Inc.
and three 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 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 Notes 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 Notes may
-3-
declare the Notes 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 Notes 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 Notes), 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 Note 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 Note duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes 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 Note, the Notes are exchangeable for a like aggregate principal amount
of Notes 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 Note 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 Note 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 Note which are defined in the Indenture or the
Officers' Certificate shall have the meanings assigned to them therein.
-4-
Customary abbreviations may be used in the name of a Note 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 Note, 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 0000, 000-0xx Xxxxxx, X.X., Xxxxxxx,
Xxxxxxx X0X 0X0, telephone: (000) 000-0000.
ASSIGNMENT FORM
If you the Holder want to assign this Note, fill in the form below and have
your signature guaranteed:
I or we assign and transfer this Note to:
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(Print or type name, address and zip code and social security or tax ID number
of assignees)
and irrevocably appoint
--------------------------------------------------------- agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.
Dated: Signed:
------------------------- --------------------------------------
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(Sign exactly as name appears on the
other side of the Note)
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 Note 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 5.700% Notes due March 1,
2007 (the "Notes") 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 Notes, 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 Notes 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.
[Signature Page Follows]
This Guarantee is subject to release upon the terms set forth in the
Guarantee Agreement.
BURLINGTON RESOURCES INC.
By:
--------------------------------------
Name:
Title:
