4.75% Notes due 2014
5.75% Notes due 2019
6.50% Notes due 2039
Fully and Unconditionally Guaranteed
by
Three
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 4.75% Notes due 2014 shall be “4.75% Notes
due 2014” (the “2014 Notes”), the title of the
5.75% Notes due 2019 shall be “5.75% Notes due 2019”
(the “2019 Notes”) and the title of the 6.50% Notes due
2039 shall be “6.50% Notes due 2039” (the “2039
Notes” and, together with the 2014 Notes and the 2019 Notes,
the “Notes”).
3.
The limit upon the aggregate principal amount of the 2014 Notes,
the 2019 Notes and the 2039 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, $2,250,000,000 and $2,250,000,000, 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 2014 Notes, the 2019 Notes
and the 2039 Notes is payable shall be February 1, 2014,
February 1, 2019 and February 1, 2039,
respectively.
7.
The rate at which the 2014 Notes shall bear interest shall be 4.75%
per annum. The rate at which the 2019 Notes shall bear interest
shall be 5.75% per annum. The rate at which the 2039 Notes shall
bear interest shall be 6.50% 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 February 1 and August 1 of each
year, commencing August 1, 2009. The record dates for the
interest payable on the Notes of each series on any Interest
Payment Date shall be the January 15 and July 15, 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 February 3, 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 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
2
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 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 Banc of America Securities LLC
(and its successors), Barclays Capital Inc. (and its successors),
Credit Suisse Securities (USA) LLC (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.]*
[4.75% NOTE DUE 2014]
[5.75% NOTE DUE 2019]
[6.50% NOTE DUE 2039]
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 February 1,
[2014] [2019] [2039].
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Interest
Payment Dates:
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February 1 and
August 1
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Record
Dates:
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January 15
and July 15
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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.
THE BANK OF NEW
YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
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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]
[4.75% NOTE DUE 2014]
[5.75% NOTE DUE 2019]
[6.50% NOTE DUE 2039]
FULLY AND UNCONDITIONALLY GUARANTEED
BY
This
Security is one of a duly authorized issue of [4.75% Notes due
2014] [5.75% Notes due 2019] [6.50% Notes due 2039] (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 [4.75%] [5.75%] [6.50%] per
annum from February 3, 2009 until maturity. The Company will
pay interest semiannually on February 1 and August 1 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 February 3, 2009; provided
that if there is no existing Default in the payment of interest,
and if
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