Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("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 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 since the registered owner hereof,
Cede & Co., has an interest herein.
THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE HEREINAFTER
REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL 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.
Union Pacific Resources Group Inc.
7 1/2% Note due November 1, 2096
Registered $150,000,000
No. R-1 CUSIP 907834AC9
UNION PACIFIC RESOURCES GROUP INC., a corporation duly organized and
existing under the laws of the State of Utah (herein called the "Company", which
term includes any successor under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of $150,000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on November 1,
2096 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 on said principal sum semiannually on May 1 and November 1 of
each year, commencing May 1, 1997, at said office or agency, in
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like coin or currency, at the rate per annum specified in the title hereof, from
the May 1 or the November 1, as the case may be, next preceding the date of this
Debenture to which interest on the Debentures has been paid or duly provided for
(unless the date hereof is the date to which interest on the Debentures has been
paid or duly provided for, in which case from the date of this Debenture), or,
if no interest has been paid on the Debentures or duly provided for, from
November 7, 1996 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after the
15th day of any April or October and before the next succeeding May 1 or
November 1, this Debenture shall bear interest from such May 1 or November 1, as
the case may be; provided, however, that if the Company shall default in the
payment of interest due on such May 1 or November 1, then this Debenture shall
bear interest from the next preceding May 1 or November 1 to which interest on
the Debentures has been paid or duly provided for, or, if no interest has been
paid on the Debentures or duly provided for, from November 7, 1996. The interest
so payable, and punctually paid or duly provided for, on any May 1 or November 1
will, except as provided in the Indenture dated as of March 27, 1996 (herein
called the "Indenture"), duly executed and delivered by the Company and Texas
Commerce Bank National Association, as Trustee (herein called the "Trustee"), be
paid to the Person in whose name this Debenture (or one or more Predecessor
Securities) is registered at the close of business on the next preceding April
15 or October 15, as the case may be (herein called the "Regular Record Date"),
whether or not a Business Day, and may, at the option of the Company, be paid by
check mailed to the registered address of such Person. Any such interest which
is payable, but is not so punctually paid or duly provided for, shall forthwith
cease to be payable to the registered Holder on such Regular Record Date and may
be paid either to the Person in whose name this Debenture (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Debentures not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Debentures may be listed and upon such notice as may be required by
such exchange, if such manner of payment shall be deemed practical by the
Trustee, all as more fully provided in the Indenture. Notwithstanding the
foregoing, in the case of interest payable at Stated
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Maturity, such interest shall be paid to the same Person to whom the principal
hereof is payable.
Texas Commerce Bank National Association will be the Paying Agent and the
Security Registrar with respect to the Debentures. The Company reserves the
right at any time to vary or terminate the appointment of any Paying Agent or
Security Registrar, to appoint additional or other Paying Agents and other
Security Registrars, which may include the Company, and to approve any change in
the office through which any Paying Agent or Security Registrar acts; provided
that there will at all times be a Paying Agent in The City of New York and there
will be no more than one Security Registrar for the Debentures.
This Debenture is one of the duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness (hereinafter called the "Securities")
of the Company, of the series hereinafter specified, all issued or to be issued
under and pursuant to the Indenture, to which Indenture and any other indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.
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), may be subject to different covenants and
Events of Default and may otherwise vary as provided or permitted in the
Indenture. This Debenture is one of the series of Securities of the Company
issued pursuant to the Indenture and designated as the 7 1/2% Notes due November
1, 2096 (herein called the "Debentures"), limited in aggregate principal amount
to $150,000,000.
Upon occurrence of a Tax Event, as defined below, the Company will have the
right to shorten the maturity of the Debentures to the extent required, in the
opinion of a nationally recognized independent tax counsel, such that, after the
shortening of the maturity, interest paid on the
4
Debentures will be deductible for Federal income tax purposes.
In the event that the Company elects to exercise its right to shorten the
maturity of the Debentures on the occurrence of a Tax Event, the Company will
mail a notice of shortened maturity to each Holder of Debentures by first-class
mail not more than 60 days after the occurrence of such Tax Event, stating the
new maturity date of the Debentures. Such notice shall be effective upon
mailing.
"Tax Event" means that the Company shall have received an opinion of a
nationally recognized independent tax counsel to the effect that on or after the
date of the issuance of the Debentures, as a result of (a) any amendment to,
clarification of, or change (including any announced prospective change) in
laws, or any regulations thereunder, of the United States, (b) any judicial
decision, official administrative pronouncement, ruling, regulatory procedure,
notice or announcement, including any notice or announcement of intent to adopt
such procedures or regulations (an "Administrative Action"), or (c) any
amendment to, clarification of, or change in the official position or the
interpretation of an Administrative Action or judicial decision that differs
from the theretofore generally accepted position, in each case, on or after the
date of the issuance of the Debenture, such change in tax law creates a more
than insubstantial risk that interest paid by the Company on the Debentures is
not, or will not be, deductible, in whole or in part, by the Company for
purposes of Federal income tax.
The Debentures are not subject to redemption prior to maturity.
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of all of the Debentures may be declared due and
payable in the manner, with the effect and subject to the conditions provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee to enter into supplemental indentures to the Indenture
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any manner
the rights of the Holders of the Securities of each series under the Indenture
with the
5
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected thereby on
behalf of the Holders of all Securities of such series. The Indenture also
permits the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults and their consequences with respect to such
series under the Indenture. Any such consent or waiver by the Holder of this
Debenture shall be conclusive and binding upon such Holder and upon all future
Holders of this Debenture and of any Debenture issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Debenture or such other
Debentures.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the place, rate and respective times and in the coin or currency
herein and in the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of certain
conditions therein set forth, including the deposit of certain trust funds in
trust, the Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and the obligations under, the Securities of any
series and to have satisfied all the obligations (with certain exceptions) under
the Indenture relating to the Securities of such series.
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Debentures may be
exchanged for a like aggregate principal amount of Debentures of other
authorized denominations at the office or agency of the Company in the Borough
of Manhattan, The City of New York, designated for such purpose and in the
manner and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Company in the Borough of Manhattan, The City of New
York designated for such purpose, a new Debenture or Debentures of
6
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No charge shall be made for any such transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Debenture is registered as the owner hereof
for all purposes, whether or not this Debenture is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
Unless otherwise defined herein, all terms used in this Debenture which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Debenture shall be construed in accordance with and governed by the
laws of the State of New York.
7
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under the Indenture, this Debenture shall not be
entitled to any benefits under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, UNION PACIFIC RESOURCES GROUP INC. has caused this Note
to be duly executed.
Dated: November 7, 1996 UNION PACIFIC RESOURCES GROUP INC.
by _______________________________
[SEAL] Title:
Attest: _________________________
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Trustee,
by ________________________
Authorized Signatory
8
---------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--...........Custodian.........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_________________________________
(State)
Additional abbreviations may also be used though not in the above list.
---------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
__________________________________________________ the within Debenture and all
rights thereunder, hereby irrevocably constituting and appointing ______________
9
______________________________ attorney to transfer said Debenture on the books
of the Company, with full power of substitution in the premises.
Dated: _______________________
______________________________
Signature
(Signature must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or any change
whatever.)