UNION PACIFIC RESOURCES GROUP INC.
("Company")
Debt Securities
TERMS AGREEMENT
October 10, 1996
Union Pacific Resources Group Inc.
801 Cherry Street
Mail Station 3213
Fort Worth, TX 76102
Attention:
Ladies and Gentlemen:
We offer to purchase, on and subject to the terms and conditions of the
Underwriting Agreement filed as an exhibit to the Company's registration
statement on Form S-3 (No. 333-2984) (the "Underwriting Agreement"), the
following securities (the "Securities") on the following terms:
Title: 7 1/2% Debentures due October 15, 2026.
Principal Amount: $200,000,000.
Interest: 7 1/2% per annum, from October 15, 1996, payable semiannually on
April 15 and October 15 commencing April 15, 1997, to holders of record on the
preceding April 1 or October 1, as the case may be.
Maturity: October 15, 2026.
Optional Redemption: The Securities are not redeemable prior to maturity.
2
Sinking Fund: None.
Delayed Delivery Contracts: None.
Purchase Price: 98.546% of principal amount plus accrued interest, if any,
from October 15, 1996.
Expected Reoffering Price: 99.421% of principal amount, subject to change
by the undersigned.
Closing: 9:00 A.M. on October 15, at the offices of Cravath, Swaine &
Moore, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019, in same day
funds.
Names and Addresses of Representatives:
Smith Barney Inc.
388 Greenwich Street
New York, NY 10013
CS First Boston Corporation
55 East 52nd Street
New York, NY 10055
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Petrie Parkman & Co.
475 17th Street, Suite 1100
Denver, CO 80202
The respective principal amounts of the Securities to be purchased by each
of the Underwriters are set forth opposite their names in Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
The Securities will be made available for checking at the offices of
Cravath, Swaine & Moore at least 24 hours prior to the Closing Date.
3
Please signify your acceptance of our offer by signing the enclosed
response to us in the space provided and returning it to us by mail or hand
delivery.
Very truly yours,
Smith Barney Inc.
CS First Boston Corporation
Goldman, Sachs & Co.
Petrie Parkman & Co.
As Underwriters
by
SMITH BARNEY INC.
by /s/ Christopher C. Lynch
Name: Christopher C. Lynch
Title: Managing Director
4
SCHEDULE A
Underwriter Principal Amount
----------- ----------------
Smith Barney Inc.............. $ 66,000,000
CS First Boston Corporation... 66,000,000
Goldman, Sachs & Co........... 66,000,000
Petrie Parkman & Co........... 2,000,000
------------
Total......................... $200,000,000
5
To: Smith Barney Inc.
CS First Boston Corporation
Goldman, Sachs & Co.
Petrie Parkman & Co.
As Underwriters
c/o Smith Barney Inc.
388 Greenwich Street
New York, NY 10013
We accept the offer contained in your letter dated October 10, 1996,
relating to $200 million principal amount of our 7 1/2% Debentures due October
15, 2026. We also confirm that, to the best of our knowledge after reasonable
investigation, the representations and warranties of the undersigned in the
Underwriting Agreement filed as an exhibit to the undersigned's registration
statement on Form S-3 (No. 333-2984) (the "Underwriting Agreement") are true and
correct, no stop order suspending the effectiveness of the Registration
Statement (as defined in the Underwriting Agreement) or of any part thereof has
been issued and no proceedings for that purpose have been instituted or, to the
knowledge of the undersigned, are contemplated by the Securities and Exchange
Commission and, subsequent to the respective dates of the most recent financial
statements in the Prospectus (as defined in the Underwriting Agreement), there
has been no material adverse change in the financial position or results of
operations of the undersigned and its subsidiaries except as set forth in or
contemplated by the Prospectus.
Very truly yours,
UNION PACIFIC RESOURCES GROUP INC.
by /s/ Morris B. Smith
Name:
Title: