4.60% Notes due 2015
6.00% Notes due 2020
Fully and Unconditionally Guaranteed
by
Two series of
Securities are hereby established pursuant to Section 2.01 of
the Indenture, dated as of October 9, 2002 (the
“Indenture”), among ConocoPhillips, as issuer (the
“Company”), ConocoPhillips Company, as guarantor (the
“Guarantor”), and The Bank of New York Mellon Trust
Company, National Association, as trustee (the
“Trustee”), as follows:
1. Each
capitalized term used but not defined herein shall have the meaning
assigned to such term in the Indenture.
2. The title
of the 4.60% Notes due 2015 shall be “4.60% Notes due
2015” (the “2015 Notes”) and the title of the
6.00% Notes due 2020 shall be “6.00% Notes due 2020”
(the “2020 Notes” and, together with the 2015 Notes,
the “Notes”).
3. The limit
upon the aggregate principal amount of the 2015 Notes and the 2020
Notes that may be authenticated and delivered under the Indenture
(except for Notes of such series authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of,
other Notes of such series pursuant to Section 2.08, 2.09,
2.12, 2.17, 3.07 or 9.05 of the Indenture and except for any Notes
of such series which, pursuant to Section 2.04 or 2.17 of the
Indenture, are deemed never to have been authenticated and
delivered thereunder) is $1,500,000,000 and $1,000,000,000,
respectively; provided, however, that the authorized
aggregate principal amount of the Notes of each series may be
increased before or after the issuance of any Notes of such series
by a Board Resolution (or action pursuant to a Board Resolution) to
such effect; provided further, however, that the authorized
aggregate principal amount of the Notes of each series may be
increased only if the additional Notes issued will be fungible with
the original Notes of such series for United States federal income
tax purposes.
4. The Notes
of each series shall be issued upon original issuance in whole in
the form of one or more Global Securities (the “Global
Notes”). The Depository Trust Company and the Trustee are
hereby designated as the Depositary and the Security Custodian,
respectively, for the Global Notes under the Indenture.
5. The Notes
of each series and the Trustee’s certificate of
authentication shall be substantially in the form of Annex A
hereto (the “Form of Note”).
6. The date
on which the principal of the 2015 Notes and the 2020 Notes is
payable shall be January 15, 2015 and January 15, 2020,
respectively.
7. The rate
at which the 2015 Notes shall bear interest shall be 4.60% per
annum. The rate at which the 2020 Notes shall bear interest shall
be 6.00% per annum. Interest on the Notes of each series shall be
computed on the basis of a 360-day year of twelve 30-day
months. The
Interest Payment Dates on which such interest shall be payable
shall be January 15 and July 15 of each year, commencing
January 15, 2010. The record dates for the interest payable on
the Notes of each series on any Interest Payment Date shall be the
January 1 and July 1, as the case may be, next preceding such
Interest Payment Date.
8. No
Additional Amounts with respect to the Notes shall be payable. The
date from which interest shall accrue for the Notes of each series
shall be May 21, 2009.
9. The place
or places where the principal of, premium (if any) on and interest
on the Notes shall be payable shall be the office or agency of the
Company maintained for that purpose, initially the office of the
Trustee in The City of New York, and any other office or agency
maintained by the Company for such purpose. Payments in respect of
Global Notes (including principal, premium, if any, and interest)
shall be made by wire transfer of immediately available funds to
the accounts specified by the Holder of such Notes. In all other
cases, at the option of the Company, payment of interest may be
made by check mailed to the address of the person entitled thereto
as such address shall appear in the register of the Notes
maintained by the Registrar.
10. The
Paying Agent and Registrar for the Notes of each series initially
shall be the Trustee.
11. The Notes
of each series are subject to redemption, in whole or in part, at
any time and from time to time, at the option of the Company, in
principal amounts of $2,000 and integral multiples of $1,000 above
such amount, upon not less than 30 nor more than
60 days’ prior notice as provided in the Indenture, at a
Redemption Price equal to the sum of (i) 100% of the principal
amount of the Notes of such series to be redeemed and (ii) the
amount, if any, by which the sum of the present values of the
Remaining Scheduled Payments thereon, discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus, in the case of the
2015 Notes, 40 basis points or, in the case of the 2020 Notes, 50
basis points, exceeds the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest thereon to the
Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate
per annum equal to (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;
provided that if no maturity is within three months before
or after the Stated Maturity for the applicable series of Notes,
yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue will be determined and the
Treasury Rate will 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 such 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
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Date. The
Treasury Rate shall be calculated on the third Business Day
preceding such Redemption Date.
“Comparable
Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker that would be used, 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 applicable series
of Notes.
“Independent
Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.
“Comparable
Treasury Price” means, with respect to any Redemption Date,
(i) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest of
such Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations.
“Reference
Treasury Dealer” means each of Citigroup Global Markets Inc.
(and its successors), Deutsche Bank Securities Inc. (and its
successors), RBS Securities Inc. (and its successors) and one other
nationally recognized investment banking firm that is a primary
U.S. Government securities dealer (a “Primary Treasury
Dealer”), specified from time to time by the Company,
provided, however, that if any of the foregoing shall cease
to be a nationally recognized investment banking firm that is a
Primary Treasury Dealer, the Company shall substitute therefor
another nationally recognized investment banking firm that is a
Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, 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 Trustee by such
Reference Treasury Dealer as of 3:30 p.m., New York time, on
the third Business Day preceding such Redemption Date.
“Remaining
Scheduled Payments” means, with respect to each Note to be
redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related Redemption
Date but for such redemption; provided, however, that, if
such Redemption Date is not an Interest Payment Date with respect
to such Note, the amount of the next succeeding scheduled interest
payment thereon will be reduced by the amount of interest accrued
thereon to such Redemption Date.
12. The
Company shall have no obligation to redeem, purchase or repay Notes
pursuant to any sinking fund or analogous provision or at the
option of a Holder thereof.
13. Each
Global Note shall bear the legend set forth on the face of the Form
of Note.
3
[FORM OF FACE OF
SECURITY]
[Unless and
until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. The
Depository Trust Company (55 Water Street, New York, New York), a
New York corporation (“DTC”), shall act as the
Depositary until a successor shall be appointed by the Company and
the Registrar. Unless this certificate is presented by an
authorized representative of DTC to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.]*
[4.60% NOTE DUE 2015]
[6.00% NOTE DUE 2020]
FULLY AND UNCONDITIONALLY GUARANTEED
BY
ConocoPhillips, a
Delaware corporation (the “Company,” which term
includes any successor Person under the Indenture hereinafter
referred to), for value received, promises to pay to
or registered assigns, the principal sum of
Dollars[, or such greater or lesser amount as indicated on the
Schedule of Exchanges of Securities hereto,]* on January 15,
[2015] [2020].
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Interest
Payment Dates:
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January 15
and July 15
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Record
Dates:
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January 1 and
July 1
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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.
A-1
IN WITNESS
WHEREOF, the Company has caused this Security to be signed manually
or by facsimile by its duly authorized officers.
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CONOCOPHILLIPS
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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ConocoPhillips
Company, a Delaware corporation, unconditionally guarantees to the
holder of this Security, upon the terms and subject to the
conditions set forth in the Indenture referenced on the reverse
hereof, (a) the full and prompt payment of the principal of
and any premium on this Security when and as the same shall become
due, whether at the stated maturity thereof, by acceleration,
redemption or otherwise, and (b) the full and prompt payment
of interest on this Security when and as the same shall become due,
subject to any applicable grace period.
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CONOCOPHILLIPS
COMPANY
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By:
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Name:
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Title:
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A-2
Certificate of
Authentication:
This is one of
the Securities of the series
designated therein referred to in the within-
mentioned Indenture.
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THE BANK OF NEW
YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
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Authorized
Signatory
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*
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To be included
only if the Security is a Global Security.
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A-3
[FORM OF REVERSE OF
SECURITY]
[4.60% NOTE DUE 2015]
[6.00% NOTE DUE 2020]
FULLY AND UNCONDITIONALLY GUARANTEED
BY
This Security is
one of a duly authorized issue of [4.60% Notes due 2015] [6.00%
Notes due 2020] (the “Securities”) of ConocoPhillips, a
Delaware corporation (the “Company”).
1.
Interest . The Company promises to pay interest on the
principal amount of this Security at [4.60%] [6.00%] per annum from
May 21, 2009 until maturity. The Company will pay interest
semiannually on January 15 and July 15 of each year (each
an “Interest Payment Date”), or if any such day is not
a Business Day, on the next succeeding Business Day. Interest on
the Securities will accrue from the most recent Interest Payment
Date on which interest has been paid or, if no interest has been
paid, from May 21, 2009; provided that if there is no
existing Default in the payment of interest, and if this Security
is authenticated between a record date referred to on the face
hereof (each, a “Record Date”) and the next succeeding
Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further , that
the first Interest Payment Date shall be January 15, 2010. The
Co
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