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FACE OF NOTE

Promissory Note

FACE OF NOTE | Document Parties: BANK OF NEW YORK MELLON | Cede & Co | Hess Corporation You are currently viewing:
This Promissory Note involves

BANK OF NEW YORK MELLON | Cede & Co | Hess Corporation

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Title: FACE OF NOTE
Date: 2/4/2009
Industry: Oil and Gas - Integrated     Sector: Energy

FACE OF NOTE, Parties: bank of new york mellon , cede & co , hess corporation
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Exhibit 4.1

CUSIP: 42809HAA5
ISIN: US42809HAA59

FACE OF NOTE

     Unless and until this Note is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by The Depository Trust Company, a New York corporation (“ DTC ” or the “ Depositary ”), to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee to a successor Depositary or a nominee of any successor Depositary. 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.

No. 1

Hess Corporation

7.000% Note due 2014

Hess Corporation, a Delaware corporation (the “ Issuer ”), for value received, hereby promises to pay to CEDE & Co. or registered assigns, at the office or agency of the Issuer in New York, New York, the principal sum of           Dollars on February 15, 2014, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on February 15 and August 15 of each year, commencing August 15, 2009, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from February 15 or August 15, as the case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from February 3, 2009, until payment of said principal sum has been made or duly provided for; provided , that payment of interest may be made at the option of the Issuer by check mailed to the address of the Person entitled thereto as such address shall appear on the Security register. Notwithstanding the foregoing, if the date hereof is after the 1st

 


 

day of February or August, as the case may be, and before the following February 15 or August 15, this Note shall bear interest from such February 15 or August 15; provided , that if the Issuer shall default in the payment of interest due on such February 15 or August 15, then this Note shall bear interest from the next preceding February 15 or August 15, to which interest has been paid or, if no interest has been paid on these Notes, from February 3, 2009. The interest so payable on any February 15 or August 15, will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Note is registered at the close of business on February 1 or August 1, as the case may be, next preceding such February 15 or August 15.

     Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

     This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.

2


 

     IN WITNESS WHEREOF, Hess Corporation has caused this instrument to be signed by its duly authorized officers.

Dated: February 3, 2009

 

 

 

 

 

[Company Seal]

HESS CORPORATION
 

 

 

By:  

 

 

 

 

Name:  

John P. Rielly 

 

 

 

Title:  

Senior Vice President and Chief Financial Officer 

 

 

 

 

 

 

By:  

 

 

 

 

Name:  

George C. Barry 

 

 

 

Title:  

Vice President and Secretary 

 

 

     This is one of the Global Notes of the series designated herein referred to in the within-mentioned Indenture.

 

 

 

 

 

 

THE BANK OF NEW YORK MELLON, as Trustee
 

 

 

By:  

 

 

 

 

Authorized Officer 

 

 

 

 

 

 

3


 

REVERSE OF NOTE

Hess Corporation

7.000% Note due 2014

     This Note is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Issuer (hereinafter called the “ Securities ”) of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of March 1, 2006 (the “ Indenture ”) duly executed and delivered by the Issuer to The Bank of New York Mellon, successor-in-interest to JPMorgan Chase Bank, N.A., as Trustee (herein called the “ Trustee ”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the Holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Note is one of a series of notes designated as the 7.000% Notes due 2014 (the “ Notes ”) of the Issuer, issued in an initial aggregate principal amount of $250,000,000.

     In case an Event of Default, as defined in the Indenture, with respect to the Notes, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

     The Indenture contains provisions permitting the Issuer and the Trustee to amend the Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such supplemental indenture (all such series voting as one class), and the Holders of a majority in principal amount of the outstanding Securities of all se


 
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