Exhibit 4.5
7
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4
% Senior Note
Due 2011
UNLESS THIS CERTIFICATE IS PRESENTED
BY A REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE 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.
TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF.
Form of Global Exchange
Security
7
1
/
4
% Senior Notes
Due 2011
EXCO Resources, Inc., a Texas
corporation, promises to pay to Cede & Co., or registered
assigns, the principal sum
of
Dollars on January 15, 2011.
Interest Payment Dates:
January 15 and July 15.
Record Dates: January 1 and
July 1.
Additional provisions of this
Security are set forth on the other side of this
Security.
Dated:
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EXCO
RESOURCES, INC.
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By:
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Name: T.W. Eubank
Title: President
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[SEAL]
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EXCO
RESOURCES, INC.
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By:
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Name: J. Douglas Ramsey
Title: Chief Financial
Officer
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
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WILMINGTON TRUST COMPANY
as Trustee, certifies that this is one
of
the Securities referred to in the
Indenture.
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By:
Authorized
Signatory
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EXCO Resources, Inc., a Texas
corporation (such corporation, and its successors and assigns under
the Indenture hereinafter referred to, being herein called the
“Company”), promises to pay interest on the principal
amount of this Security at the rate per annum shown above;
provided, however, that if a Registration Default (as defined in
the Registration Rights Agreement) occurs, additional interest will
accrue on this Security at a rate of 0.50% per annum
(increasing by an additional 0.50% per annum after each
consecutive 90-day period that occurs after the date on which such
Registration Default occurs up to a maximum additional interest
rate of 1.5%) from and including the date on which any such
Registration Default shall occur to but excluding the date on which
all Registration Defaults have been cured. The Company will pay
interest (including any Additional Interest pursuant to the
Registration Rights Agreement) semiannually in arrears on
January 15 and July 15 of each year, commencing
July 15, 2004. Interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest
has been paid, from January 20, 2004. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
The Company will pay interest on overdue principal at the rate
borne by this Security plus 1.0% per annum, and it will pay
interest on overdue installments of interest at the same rate to
the extent lawful.
The Company will pay interest on the
Securities (except defaulted interest) to the Persons who are
registered holders of Securities at the close of business on the
January 1 or July 1 next preceding the interest payment
date even if Securities are canceled after the record date and on
or before the interest payment date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The
Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities
represented by a Global Security (including principal, premium and
interest) will be made by wire transfer of immediately available
funds to the accounts specified by The Depository Trust Company.
The Company will make all payments in respect of a certificated
Security (including principal, premium and interest) by mailing a
check to the registered address of each Holder thereof; provided,
however, that payments on a certificated Security will be made by
wire transfer to a U.S. dollar account maintained by the payee with
a bank in the United States if such Holder elects payment by wire
transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than
30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its
discretion).
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3.
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Paying Agent
and Registrar
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Initially, Wilmington Trust Company,
a Delaware banking corporation (the “Trustee”), will
act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice.
The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or
co-registrar.
The Company issued the Securities
under an Indenture dated as of January 20, 2004
(“Indenture”), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the
Indenture (the “Act”). Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a
statement of those terms.
The Securities are senior
obligations of the Company. The Company shall be entitled, subject
to its compliance with Section 4.04 of the Indenture, to issue
Additional Securities pursuant to Section 2.13 of the
Indenture. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private
Exchange Securities issued in exchange therefore will be treated as
a single class for all purposes under the Indenture. The Indenture
contains covenants that limit the ability of the Company and its
subsidiaries to incur additional indebtedness; pay dividends or
distributions on, or redeem or repurchase capital stock; make
investments; engage in transactions with affiliates; create liens
on assets; transfer or sell assets; guarantee indebtedness;
restrict dividends or other payments of subsidiaries; consolidate,
merge or transfer all or substantially all of its assets and the
assets of its subsidiaries; and engage in sale/leaseback
transactions. These covenants are subject to important exceptions
and qualifications.
Except as set forth below and in
paragraph 6, the Company shall not be entitled to redeem the
Securities.
Prior to January 15, 2007, the
Company shall be entitled at its option to redeem all, but not less
than all, of the Securities at a redemption price equal to 100% of
the principal amount of the Securities plus the Applicable Premium
as of, and accrued and unpaid interest to, the redemption date
(subject to the right of Holders on the relevant record date to
receive interest due on the relevant interest payment date). The
Company shall cause notice of such redemption to be mailed by
first-class mail to each Holder’s registered address, not
less than 30 nor more than 60 days prior to the redemption
date.
On or after January 15, 2007,
the Company shall be entitled at its option to redeem all or a
portion of the Securities upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed in
percentages of principal amount on the redemption date), plus
accrued interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest
due on the relevant interest payment date), if redeemed during the
12-month period commencing on January 15 of the years set
forth below:
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Redemption Price
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2007
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105.438
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%
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2008
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103.625
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%
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2009
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101.813
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%
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2010 and thereafter
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100.000
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%
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In addition, prior to
January 15, 2007, the Company shall be entitled at its option
on one or more occasions to redeem Securities (which includes
Additional Securities, if any) in an aggregate principal amount not
to exceed 35% of the aggregate principal amount of the Securities
(which includes Additional Securities, if any) originally issued at
a redemption price (expressed as a percentage of principal amount)
of 107.25%, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds from one or more Public Equity
Offerings; provided, however, that if the Public Equity Offering is
an offering by Parent, a portion of the Net Cash Proceeds thereof
equal to the amount required to redeem any such notes is
contributed to the equity capital of the Company); provided,
however, that (1) at least 65% of such aggregate principal
amount of Securities (which includes Additional Securities, if any)
remains outstanding immediately after the occurrence of each such
redemption (other than Securities held, directly or indirectly, by
the Company or its Affiliates) ; and (2) each such
redemption occurs within 90 days after the date of the related
Public Equity Offering.
Notice of redemption will be mailed
at least 30 days but not more than 60 days