Exhibit 1.1
[UNION PACIFIC RESOURCES GROUP INC.]
Debt Securities
[FORM OF
UNDERWRITING AGREEMENT]
1. Introduction. Union Pacific Resources Group Inc., a Utah
corporation (the "Company"), proposes to issue and sell from time to
time certain of its debt securities registered under the registration
statement referred to in Section 2(a) ("Registered Securities"). The
Registered Securities will be issued under an indenture (the
"Indenture"), dated as of , , between the Company and the Bank of New
York as Trustee, in one or more series, which series may vary as to
interest rates, maturities, redemption provisions, selling prices and
other terms, with all such terms for any particular series of the
Registered Securities being determined at the time of sale. Particular
series of the Registered Securities will be sold pursuant to a Terms
Agreement referred to in Section 3, for resale in accordance with the
terms of offering determined at the time of sale.
The Registered Securities involved in any such offering are
hereinafter referred to as the "Securities". The firm or firms which
agree to purchase the Securities are hereinafter referred to as the
"Underwriters" of such Securities, and the representative or
representatives of the Underwriters, if any, specified in a Terms
Agreement referred to in Section 3 are hereinafter referred to as the
"Representatives"; provided, however, that if the Terms Agreement does
not specify any representative of the Underwriters, the term
"Representatives", as used in this Agreement (other than in Sections
2(a), 5(b) and 6 and the second sentence of Section 3), shall mean the
Underwriters.
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:
(a) Registration Statement. (i) The Company meets the
requirements for use of Form S-3 under the Securities Act of 1933,
as amended (the "1933 Act") and has prepared and filed with the
Securities and Exchange Commission (the "Commission") a
registration statement (file number ) on Form S-3 for the
registration under the 1933 Act of the offering and sale of the
2
Registered Securities. Such registration statement has become
effective. The Company may have filed one or more amendments
thereto, including a related preliminary prospectus, each of which
has previously been furnished to you. The Company will next file
with the Commission one of the following: (1) prior to the
Effective Date of such registration statement, a further amendment
to such registration statement, including the form of final
prospectus, (2) after the Effective Date of such registration
statement, a final prospectus in accordance with Rules 430A and
424(b), or (3) a final prospectus in accordance with Rules 415 and
424(b). In the case of clause (2), the Company has included in
such registration statement, as amended at the Effective Date, all
information (other than Rule 430A Information) required by the
1933 Act and the rules thereunder to be included in such
registration statement and the Prospectus. As filed, such
amendment and form of final prospectus, or such final prospectus,
shall contain all Rule 430A Information, together with all other
such required information, and, except to the extent the
Representatives shall agree in writing to a modification, shall be
in all substantive respects in the form furnished to you prior to
the Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the latest
Preliminary Prospectus) as the Company has advised you, prior to
the Execution Time, will be included or made therein. If the
Registration Statement contains the undertaking specified by
Regulation S-K Item 512(a), the Registration Statement, at the
Execution Time, meets the requirements set forth in Rule
415(a)(1)(x). Upon the request of the Representatives, but not
without the agreement of the Representatives, the Company will
also file a Rule 462(b) registration statement in accordance with
Rule 462(b) ("Rule 462(b)") under the 1933 Act.
(ii) On the Effective Date, the Registration Statement did or
will, and when the Prospectus is first filed (if required) in
accordance with Rule 424(b) and on the Closing Date, the
Prospectus (and any supplements thereto) will, comply in all
material respects
3
with the applicable requirements of the 1933 Act and the Trust
Indenture Act and the respective rules thereunder; on the
Effective Date and at the Execution Time, the Registration
Statement did not or will not contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements
therein not misleading; on the Effective Date and on the Closing
Date the Indenture did or will comply in all material respects
with the requirements of the Trust Indenture Act and the rules
thereunder; and, on the Effective Date, the Prospectus, if not
filed pursuant to Rule 424(b), will not, and on the date of any
filing pursuant to Rule 424(b) and on the Closing Date, the
Prospectus (together with any supplement thereto) will not,
include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no
representations or warranties as to (i) that part of the
Registration Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust Indenture
Act of the Trustee or (ii) the information contained in or omitted
from the Registration Statement, or the Prospectus (or any
supplement thereto) in reliance upon and in conformity with
information furnished herein or in writing to the Company by or on
behalf of any Underwriter through the Representatives specifically
for inclusion in the Registration Statement or the Prospectus (or
any supplement thereto).
(b) Due Incorporation and Qualification. The Company has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of [jurisdiction of incorporation] with
full corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the
Registration Statement and the Prospectus; and the Company is duly
qualified as a foreign corporation to transact business and is in
good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of
4
property or the conduct of business, except where the failure to
so qualify and be in good standing would not have a material
adverse effect on the condition, financial or otherwise, or the
business affairs of the Company and its subsidiaries considered as
one enterprise.
(c) Incorporated Documents. The documents incorporated by
reference in the Registration Statement and the Prospectus, at the
time they were filed with the Commission, complied in all material
respects with the requirements of the Securities Exchange Act of
1934 (the "1934 Act") and the applicable Rules and Regulations,
and, when read together and with the other information in the
Registration Statement and the Prospectus, do not contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading.
(d) Financial Statements. The financial statements and any
related notes of the Company and its consolidated subsidiaries
included or incorporated by reference in the Registration
Statement and the Prospectus present fairly in all material
respects the consolidated financial position of the Company and
its consolidated subsidiaries as of the dates indicated and the
consolidated results of their operations for the periods
specified; and, except as stated therein, said financial
statements and related notes have been prepared in conformity with
generally accepted accounting principles in the United States
applied on a consistent basis; and said notes included in the
Registration Statement and the Prospectus present fairly the
information required to be stated therein.
(e) Authorization and Validity of this Agreement, the
Indenture and the Notes. This Agreement has been duly authorized,
executed and delivered by the Company and, upon execution and
delivery by the Underwriters, will be a valid and binding
agreement of the Company; the Indenture has been duly authorized,
executed and delivered by the Company and constitutes a valid and
5
binding obligation of the Company enforceable in accordance with
its terms; the Securities have been duly and validly authorized
for issuance, offer and sale pursuant to this Agreement and, when
issued, authenticated and delivered pursuant to the provisions of
this Agreement and the Indenture, the Securities will constitute
valid and legally binding obligations of the Company enforceable
in accordance with their terms, except as enforcement of the
Indenture or the Securities may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to
or affecting enforcement of creditors' rights generally or by
general equity principles; the Securities and the Indenture will
be substantially in the form heretofore delivered to the
Underwriters and conform in all material respects to all
statements relating thereto contained in the Registration
Statement and the Prospectus; and the Securities will be entitled
to the benefits provided by the Indenture.
(f) No Defaults. The Company is not in violation of its
certificate of incorporation or by-laws, or other organizational
documents, or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in
any material contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which it is a party or by which it or
its properties is bound; the execution and delivery of this
Agreement and the Indenture and the consummation of the
transactions contemplated herein, therein and pursuant to any
Terms Agreement referred to in Section 3 have been duly authorized
by all necessary corporate action and will not conflict with or
constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company pursuant to, any material
contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which the Company is a party or by which it
may be bound or to which any of the property or assets of the
Company is subject, nor will such action result in any violation
of the provisions of the certificate of incorporation or by-laws,
or other organizational documents, of the Company or any law,
6
administrative regulation or administrative or court order or
decree applicable to the Company.
(g) Legal Proceedings; Contracts. Except as may be set forth
or incorporated by reference in the Registration Statement, there
is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending, or,
to the knowledge of the Company, threatened against or affecting,
the Company or any of its subsidiaries, which might, in the
opinion of the Company, result in a material adverse effect on the
condition, financial or otherwise, or on the business affairs of
the Company and its subsidiaries considered as one enterprise, or
might materially and adversely affect the properties or assets
thereof or might materially and adversely affect the consummation
of this Agreement or any Terms Agreement referred to in Section 3;
and there are no contracts or documents of the Company or any of
its subsidiaries which are required to be filed as exhibits to the
Registration Statement by the 1933 Act or by the applicable Rules
and Regulations which have not been so filed.
(h) Relations with Cuba. The Company is in compliance with all
provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act
Relating to Disclosure of Doing Business with Cuba, and if the
Company or any of its subsidiaries commences engaging in business
with the government of Cuba or with any person or affiliate
located in Cuba, or if the information reported in the Prospectus,
if any, concerning the business of the Company or any of its
subsidiaries with Cuba or with any person or affiliate located in
Cuba changes in any material way, the Company will provide the
Florida Department of Banking and Finance (the "Department")
notice of such business or change, as appropriate, in a form
acceptable to the Department.
(i) Investment Company Act. The Company is not and, after
giving effect to the offering and sale of the Securities and the
application of the net proceeds thereof as described in the
Prospectus, will not be an "investment company" or a person
directly or indirectly
7
controlled by an "investment company", as defined in the
Investment Company Act of 1940, as amended.
(j) Registration Rights. No holders of securities of the
Company not currently registered under the 1933 Act have rights to
the registration of such securities under the Registration
Statement.
3. Purchase and Offering of Securities. The obligation of the
Underwriters to purchase the Registered Securities will be evidenced by
an exchange of telegraphic or other written communications ("Terms
Agreement") at the time the Company determines to sell the Registered
Securities. The Terms Agreement will generally be in the form attached
hereto as Annex I and will incorporate by reference the provisions of
this Agreement, except as otherwise provided therein, and will specify
the firm or firms which will be Underwriters, the names of any
Representatives, the principal amount to be purchased by each
Underwriter, the purchase price to be paid by the Underwriters and the
terms of the Registered Securities not already specified in the
Indenture, including, but not limited to, interest rate, maturity, any
redemption provisions and any sinking fund requirements and whether any
of the Securities may be sold to institutional investors pursuant to
Delayed Delivery Contracts (as defined below). The Terms Agreement will
also specify the time and date of delivery and payment (such time and
date, or such other time not later than seven full business days
thereafter as the Representatives and the Company agree as the time for
payment and delivery, being herein and in the Terms Agreement referred
to as the "Closing Date"), the place of delivery and payment and any
details of the terms of offering that should be reflected in the
prospectus supplement relating to the offering of the Registered
Securities. The obligations of the Underwriters to purchase the
Registered Securities will be several and not joint. It is understood
that the Underwriters propose to offer the Registered Securities for
sale as set forth in the Prospectus. The Registered Securities
delivered to the Underwriters on the Closing Date will be in definitive
fully registered form, in such denominations and registered in such
names as the Underwriters may request. Delivery of Registered
Securities shall be made to the Representatives for the respective
8
accounts of the several Underwriters against payment by the
several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by wire transfer
payable in same-day funds to an account specified by the Company.
Delivery of Registered Securities shall be made through the
facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.
If the Terms Agreement provides for sales of Securities pursuant
to delayed delivery contracts, the Company authorizes the Underwriters
to solicit offers to purchase Securities pursuant to delayed delivery
contracts substantially in the form of Annex II attached hereto
("Delayed Delivery Contracts") with such changes therein as the Company
may authorize or approve. Delayed Delivery Contracts are to be with
institutional investors, including commercial and savings banks,
insurance companies, pension funds, investment companies and
educational and charitable institutions. On the Closing Date the
Company will pay, as compensation, to the Representatives for the
accounts of the Underwriters, the fee set forth in such Terms Agreement
in respect of the principal amount of Registered Securities to be sold
pursuant to Delayed Delivery Contracts ("Contract Securities"). The
Underwriters will not have any responsibility in respect of the
validity or the performance of Delayed Delivery Contracts. If the
Company executes and delivers Delayed Delivery Contracts, the Contract
Securities will be deducted from the Securities to be purchased by the
several Underwriters and the aggregate principal amount of Securities
to be purchased by each Underwriter will be reduced pro rata in
proportion to the principal amount of Registered Securities set forth
opposite each Underwriter's name in such Terms Agreement, except to the
extent that the Representatives determine that such reduction shall be
otherwise than pro rata and so advise the Company. The Company will
advise the Representatives not later than the business day prior to the
Closing Date of the principal amount of Contract Securities.
4. Certain Agreements of the Company. The Company agrees with the
several Underwriters that it will furnish to Cravath, Swaine & Moore,
special counsel for the Underwriters (or any other counsel named as
counsel for the Underwriters in any Terms Agreement), one signed copy
of the
9
Registration Statement relating to the Registered Securities, including
all exhibits, in the form it became effective and of all amendments
thereto and that, in connection with each offering of Securities:
(a) The Company will advise the Representatives promptly of
any proposal to amend or supplement the Registration Statement or
the Prospectus and will afford the Representatives a reasonable
opportunity to comment on any such proposed amendment or
supplement; and the Company will also advise the Representatives
promptly of the filing of any such amendment or supplement and of
the institution by the Commission of any stop order proceedings in
respect of the Registration Statement or of any part thereof and
will use its best efforts to prevent the issuance of any such stop
order and to obtain as soon as possible its lifting, if issued.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the 1933 Act, any
event occurs as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, or if it is necessary at any time
to amend the Prospectus to comply with the 1933 Act, the Company
promptly will prepare and file with the Commission an amendment or
supplement which will correct such statement or omission or an
amendment which will effect such compliance.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a) of
the 1933 Act and Rule 158 under the 1933 Act.
(d) The Company will furnish to the Representatives copies of
the Registration Statement, including all exhibits, any related
preliminary prospectus, any related preliminary prospectus
supplement, the Prospec-
10
tus and all amendments and supplements to such documents, in each
case as soon as available and in such quantities as are reasonably
requested.
(e) The Company will arrange for the qualification of the
Registered Securities for sale and the determination of their
eligibility for investment under the laws of such jurisdictions as
the Representatives designate and will continue such
qualifications in effect so long as required for the distribution.
(f) During the period of 5 years after the date of any Terms
Agreement, the Company will furnish to the Representatives and,
upon request, to each of the other Underwriters, if any, as soon
as practicable after the end of each fiscal year, a copy of its
annual report to stockholders for such year; and the Company will
furnish to the Representatives (i) as soon as available, a copy of
each report or definitive proxy statement of the Company filed
with the Commission under the 1934 Act or mailed to stockholders
and (ii) from time to time, such other information concerning the
Company as the Representatives may reasonably request.
(g) The Company will pay all reasonable expenses incident to
the performance of its obligations under this Agreement and will
reimburse the Underwriters for any expenses (including reasonable
fees and disbursements of counsel) incurred by them in connection
with qualification of the Registered Securities for sale and
determination of their eligibility for investment under the laws
of such jurisdictions as the Representatives may designate and the
printing of memoranda relating thereto, for any fees charged by
investment rating agencies for the rating of the Securities and
for expenses incurred in distributing the Prospectus, any
preliminary prospectuses and any preliminary prospectus
supplements to Underwriters.
(h) For a period beginning at the time of execution of the
Terms Agreement and ending 10 days after the Closing Date, without
the prior consent of the Representatives, the Company will not
offer, sell,
11
contract to sell or otherwise dispose of any United States
dollar-denominated debt securities issued or guaranteed by the
Company and having a maturity of more than one year from the date
of issue.
5. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the
Securities will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the
statements of Company officers made pursuant to the provisions hereof,
to the performance by the Company of its obligations hereunder and to
the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement or of any part thereof shall have been
issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Company or any Underwriter,
shall be contemplated by the Commission.
(b) Subsequent to the execution of the Terms Agreement, there
shall not have occurred (i) any change, or any development
involving a prospective change, in or affecting particularly the
business or properties of the Company or its subsidiaries which,
in the judgment of a majority in interest of the Underwriters,
including any Representatives, materially impairs the investment
quality of the Securities; (ii) any downgrading in the rating of
the Company's debt securities by Moody's Investors Service, Inc.,
or Standard & Poor's Corporation; (iii) any suspension or
limitation of trading in securities generally on the New York
Stock Exchange, or any setting of minimum prices for trading on
such exchange, or any suspension of trading of any securities of
the Company on any exchange or in the over-the-counter market;
(iv) any banking moratorium declared by Federal or New York
authorities; or (v) any outbreak or escalation of major
hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the judgment of a
majority in interest of the Underwriters, including any
Representatives, the effect of
12
any such outbreak, escalation, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of
the sale of and payment for the Securities.
(c) The Representatives shall have received an opinion, dated
the Closing Date, of the Vice President and General Counsel of the
Company or other counsel satisfactory to the Representatives, to
the effect that:
(i) the Company has been duly incorporated and is
an existing corporation in good standing under the laws of
[jurisdiction of incorporation], with corporate power and
authority to own, lease and operate its properties and
conduct its business as described in the Prospectus; and the
Company is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in
which it owns or leases substantial properties, except where
the failure to so qualify and be in good standing would not
have a material adverse effect on the condition, financial
or otherwise, or on the business affairs of the Company and
its subsidiaries considered as one enterprise;
(ii) the Indenture has been duly authorized,
executed and delivered by the Company and has been duly
qualified under the Trust Indenture Act; the Securities have
been duly authorized; the Securities other than any Contract
Securities have been duly executed, authenticated, issued
and delivered; the Indenture and the Securities other than
any Contract Securities constitute, and any Contract
Securities, when executed, authenticated, issued and
delivered in the manner provided in the Indenture and sold
pursuant to Delayed Delivery Contracts, will constitute,
valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to
13
general equitable principles; and the Securities other than
any Contract Securities conform, and any Contract Securities,
when so issued and delivered and sold, will conform, to the
description thereof contained in the Prospectus;
(iii) no consent, approval, authorization or order
of, or filing with, any governmental agency or body or any
court is required for the consummation of the transactions
contemplated by the Terms Agreement (including the
provisions of this Agreement), except such as have been
obtained and made under the 1933 Act and the Trust Indenture
Act and such as may be required under state securities laws
in connection with the issuance or sale of the Securities by
the Company;
(iv) the execution, delivery and performance of the
Indenture, the Terms Agreement (including the provisions of
this Agreement) and any Delayed Delivery Contracts and the
issuance and sale of the Securities and compliance with the
terms and provisions thereof will not result in a breach or
violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule,
regulation or order of any governmental agency or body or
any court having jurisdiction over the Company or any of its
properties known to such counsel after reasonable inquiry or
any material agreement or instrument to which the Company is
a party or by which the Company is bound or to which any of
the properties of the Company is subject, or the charter or
by-laws of the Company, and the Company has full power and
authority to authorize, issue and sell the Securities as
contemplated by the Terms Agreement (including the
provisions of this Agreement);
(v) the Registration Statement has become effective
under the 1933 Act, and, to the best of the knowledge of
such counsel, no stop order suspending the effectiveness of
the Registration Statement or of any part thereof has been
issued and no proceedings for that purpose have been
14
instituted or are pending or contemplated under the 1933
Act;
(vi) the Terms Agreement (including the provisions
of this Agreement) and any Delayed Delivery Contracts have
been duly authorized, executed and delivered by the Company;
and
(vii) the Company is not and, after giving effect
to the offering and sale of the Securities and the
application of the net proceeds thereof as described in the
Prospectus, will not be an "investment company" or a person
directly or indirectly controlled by an "investment
company", as defined in the Investment Company Act of 1940,
as amended.
In giving his opinion as aforesaid, counsel shall
additionally state that based on the information gained in the
course, in such counsel's role as General Counsel, of such
counsel's participation in certain meetings and making of certain
inquiries and investigations in connection with the preparation of
the Registration Statement and Prospectus, the Registration
Statement relating to the Registered Securities and each
post-effective amendment thereto, as of their respective effective
dates, the Registration Statement and the Prospectus, as of the
date the Prospectus was filed with the Commission and as of the
Closing Date, and any amendment or supplement thereto, as of its
date, appeared on their face to be appropriately responsive in all
material respects to the requirements of the 1933 Act, the Trust
Indenture Act and the Rules and Regulations; nothing has come to
such counsel's attention in the course of performing such
activities that caused such counsel to believe that the
Registration Statement, as of its effective date, the Registration
Statement or the Prospectus, as of the date the Prospectus was
filed with the Commission and as of the Closing Date, or any such
amendment or supplement, as of its date, contain or contained any
untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make
the statements
15
therein not misleading, provided, however, that such counsel
may state that in rendering the opinions set forth in this
paragraph, such counsel does not assume responsibility for the
accuracy or completeness of statements made in the Registration
Statement and Prospectus; it being understood that such counsel
need express no opinion as to the financial statements or other
financial data contained in the Registration Statement or the
Prospectus.
In rendering such opinion, such Vice President and General
Counsel or other counsel may rely as to the incorporation of the
Company, the authorization, execution and delivery of the Terms
Agreement and all other matters governed by [jurisdiction of
incorporation] law upon the opinion of [local counsel], special
[jurisdiction of incorporation] Counsel to the Company, or other
[jurisdiction of incorporation] counsel satisfactory to the
Representatives, a copy of which shall be delivered concurrently
with the opinion of such Vice President and General Counsel or
other counsel.
(d) The Representatives shall have received an opinion, dated
the Closing Date, of [local counsel], special [jurisdiction of
incorporation] counsel for the Company, or such other counsel as
shall be acceptable to the Underwriters, to the effect that:
(i) the Company has been duly incorporated and is
an existing corporation in good standing under the laws of
the [jurisdiction of incorporation], with corporate power
and authority to own, lease and operate its properties and
conduct its business as described in the Prospectus;
(ii) the Terms Agreement (including the provisions
of this Agreement) and any Delayed Delivery Contract and the
Indenture have been duly authorized, executed and delivered
by the Company; the Securities have been duly authorized;
16
(iii) no consent, approval, authorization or order
of, or filing with, any governmental agency or body or any
court of the [jurisdiction of incorporation] is required for
the consummation of the transactions contemplated by the
Terms Agreement (including the provisions of this
Agreement), except such as may be required under the blue
sky laws of the [jurisdiction of incorporation] in
connection with the issuance or sale of the Securities by
the Company; and
(iv) the execution, delivery and performance of the
Indenture, the Terms Agreement (including the provisions of
this Agreement) and any Delayed Delivery Contract and the
issuance and sale of the Securities and compliance with the
terms and provisions thereof will not result in a breach or
violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule,
regulation or order of any governmental agency or body of
the [jurisdiction of incorporation] or any court of the
[jurisdiction of incorporation] having jurisdiction over the
Company or any of its properties or the charter or by-laws
of the Company, and the Company has full power and authority
to authorize, issue and sell the Securities as contemplated
by the Terms Agreement (including the provisions of this
Agreement).
(e) The Representatives shall have received from Cravath,
Swaine & Moore, special counsel for the Underwriters (or any other
counsel named as counsel for the Underwriters in any Terms
Agreement), such opinion or opinions, dated the Closing Date, with
respect to the validity of the Securities, the Registration
Statement, the Prospectus and other related matters as the
Representatives may require, and the Company shall have furnished
to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters. In rendering such
opinion, Cravath, Swaine & Moore (or such other counsel for the
Underwriters named in any Terms Agreement) may rely as
17
to the incorporation of the Company, the authorization, execution
and delivery of the Terms Agreement and all other matters governed
by [jurisdiction of incorporation] law upon the opinion of [local
counsel] or such other counsel as referred to above.
(f) The Representatives shall have received a certificate,
dated the Closing Date, of the Chairman, the President, Chief
Executive Officer, Chief Financial Officer, any Executive or
Senior Vice President, the Treasurer or any Vice-President and a
principal financial or accounting officer of the Company in which
such officers, to the best of their knowledge after reasonable
investigation, state that the representations and warranties of
the Company in this Agreement are true and correct, that the
Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date, that no stop order suspending the
effectiveness of the Registration Statement or of any part thereof
has been issued and no proceedings for that purpose have been
instituted or are contemplated by the Commission and that,
subsequent to the date of the most recent financial statements in
the Prospectus, there has been no material adverse change in the
financial position or results of operations of the Company and its
subsidiaries, taken as a whole, except as set forth in or
contemplated by the Prospectus or as described in such
certificate.
(g) The Representatives shall have received a letter, dated
the Closing Date, of [independent public auditors] or any
successor independent public auditors of Company in form and
substance satisfactory to the Representatives, to the effect that:
(i) They are independent public accountants with
respect to the Company and its subsidiaries within the
meaning of the 1933 Act and the applicable Rules and
Regulations.
(ii) In their opinion, the financial statements and any
supporting schedules, including any pro forma financial
statements, of the Company
18
and its subsidiaries examined by them and included or
incorporated by reference in the Registration Statement comply
as to form in all material respects with the applicable
accounting requirements of the 1933 Act and the Rules and
Regulations promulgated thereunder with respect to
registration statements on Form S-3 and the 1934 Act and the
Rules and Regulations promulgated thereunder.
(iii) They have performed specified procedures, not
constituting an audit, including a review in accordance with
standards established by the American Institute of Certified
Public Accountants of the latest available interim financial
statements of the Company and its subsidiaries, a reading of
the minute books of the Company since the end of the most
recent fiscal year with respect to which an audit report has
been issued, inquiries of and discussions with certain
officials of the Company and such subsidiaries responsible
for financial and accounting matters with respect to the
unaudited consolidated financial statements included in the
Registration Statement and Prospectus and the latest
available interim unaudited financial statements of the
Company and its subsidiaries, and such other inquiries and
procedures as may be specified in such letter, and on the
basis of such inquiries and procedures nothing came to their
attention that caused them to believe that: (A) the
unaudited consolidated financial statements of the Company
and its subsidiaries included in the Registration Statement
and Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
1934 Act and the applicable Rules and Regulations or were
not fairly presented in conformity with generally accepted
accounting principles in the United States applied on a
basis consistent with that of the audited financial
statements included therein, (B) at the date of the latest
available balance sheet, there was any change in the
consolidated capital stock or any increase in
19
consolidated long-term debt of the Company and its
subsidiaries or any decrease in the consolidated net assets or
consolidated stockholders' equity of the Company and its
subsidiaries, or any increase or decrease in any other items
specified by the Representatives, in each case as compared
with the amounts shown on the most recent consolidated balance
sheet of the Company and its subsidiaries included in the
Registration Statement and Prospectus or, during the period
from the date of the latest income statement included in the
Prospectus to the closing date of the latest available income
statement, there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated
revenues or net income of the Company and its subsidiaries, or
any increase or decrease in any other items specified by the
Representatives, or (C) at a specified date not more than five
days prior to the date of such letter, there was any change in
the consolidated capital stock or consolidated stockholders'
equity or any increase in long-term debt of the Company and
its subsidiaries, or any increase or decrease in any other
items reasonably specified by the Underwriters, in each case
as compared with the amounts shown on the most recent
consolidated balance sheet of the Company and its subsidiaries
included in the Registration Statement and Prospectus, except
in each such case as set forth in or contemplated by the
Registration Statement and Prospectus or except for such
exceptions enumerated in such letter as shall have been agreed
to by the Representatives and the Company.
(iv) On the basis of a reading of the unaudited pro
forma financial statements included or incorporated in the
Registration Statement, if any, and the Prospectus (the "pro
forma financial statements"), carrying out certain specified
procedures; inquiries of certain officials of the Company
who have responsibility for financial and accounting
matters, and proving the arithmetic accuracy of the
application of the pro forma
20
adjustments to the historical amounts in the pro forma
financial statements, nothing came to their attention that
caused them to believe that the pro forma financial statements
do not comply in form in all material respects with the
applicable accounting requirements of Rule 11-02 of Regulation
S-X of the Rules and Regulations.
(v) In addition to the examination referred to in
their report included or incorporated by reference in the
Registration Statement and the Prospectus, and the limited
procedures referred to in clause (iii) above, they have
carried out certain other specified procedures, not
constituting an audit, with respect to certain amounts,
percentages and financial information which are included or
incorporated by reference in the Registration Statement and
Prospectus and which are specified by the Representatives,
and have found such amounts, percentages and financial
information to be in agreement with the relevant accounting,
financial and other records of the Company and its
subsidiaries identified in such letter.
(h) On the Closing Date, counsel to the Representatives shall
have been furnished with such documents and opinions as such
counsel may reasonably require for the purpose of enabling such
counsel to pass upon the issuance and sale of Securities as herein
contemplated and related proceedings, or in order to evidence the
accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein
contained; and all proceedings taken by the Company in connection
with the issuance and sale of Securities as herein contemplated
shall be satisfactory in form and substance to the Representatives
and to counsel to the Representatives.
6. Indemnification and Contribution. (a) The Company will
indemnify and hold harmless each Underwriter against any losses,
claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims,
21
damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, the Prospectus,
or any amendment or supplement thereto, or any related preliminary
prospectus or preliminary prospectus supplement, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided,
however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement in or
omission or alleged omission from any of such documents in reliance
upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives, if any,
specifically for use therein.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company
may become subject, under the 1933 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus or preliminary prospectus supplement, or arise
out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company by such
Underwriter through the Representatives, if any, specifically for use
therein, and will reimburse any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are
incurred.
22
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any liability
which it may have to any indemnified party otherwise than under
subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, damages or liabilities referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand
and the Underwriters on the other from the offering of the Securities
or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Underwriters on
the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by
the Company on the one hand and the Underwriters
23
on the other shall be deemed to be in the same proportion as the total
net proceeds from the offering (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions
received by the Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company or
the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement
or omission. The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of
this subsection (d), no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the
Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to contribute are
several in proportion to their respective underwriting obligations and
not joint.
(e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if
any, who controls any Underwriter within the meaning of the 1933 Act;
and the obligations of the Underwriters under this Section shall be in
addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to
each director of the Company, to each officer of the Company who has
signed the Registration Statement and to each person, if any, who
controls the
24
Company within the meaning of the 1933 Act.
7. Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Securities under the Terms
Agreement and the aggregate principal amount of the Securities that
such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total principal amount of the
Securities, the Representatives may make arrangements satisfactory to
the Company for the purchase of such Securities by other persons,
including any of the Underwriters, but if no such arrangements are made
by the Closing Date, the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments under this
Agreement and the Terms Agreement, to purchase the Securities that such
defaulting Underwriters agreed but failed to purchase. If any
Underwriter or Underwriters so default and the aggregate principal
amount of the Securities with respect to which such default or defaults
occur exceeds 10% of the total principal amount of the Securities and
arrangements satisfactory to the Representatives and the Company for
the purchase of such Securities by other persons are not made within 36
hours after such default, such Terms Agreement will terminate without
liability on the part of any nondefaulting Underwriter or the Company,
except as provided in Section 8. As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under
this Section. Nothing herein will relieve a defaulting Underwriter from
liability for its default. The respective commitments of the several
Underwriters for the purposes of this Section shall be determined
without regard to reduction in the respective Underwriters' obligations
to purchase the principal amounts of the Securities set forth opposite
their names in the Terms Agreement as a result of Delayed Delivery
Contracts entered into by the Company.
The foregoing obligations and agreements set forth in this Section
will not apply if the Terms Agreement specifies that such obligations
and agreements will not apply.
8. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and
other statements of the
25
Company or its officers and of the several Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results
thereof, made by or on behalf of any Underwriter, the Company or any of
their respective representatives, officers or directors or any
controlling person, and will survive delivery of and payment for the
Securities. If the Terms Agreement is terminated pursuant to Section 7
or if for any reason the purchase of the Securities by the Underwriters
under the Terms Agreement is not consummated, the Company shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to
Section 4 and the respective obligations of the Company and the
Underwriters pursuant to Section 6 shall remain in effect. If the
purchase of the Securities by the Underwriters is not consummated for
any reason other than because of the termination of the Terms Agreement
pursuant to Section 7 or the occurrence of any event specified in
Section 5(b), the Company will reimburse the Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the
Securities.
9. Notices. All communications hereunder will be in writing and,
if sent to the Underwriters, will be mailed, delivered or telegraphed
and confirmed to them at their addresses furnished to the Company in
writing for the purpose of communications hereunder or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it
at 801 Cherry Street, Fort Worth, Texas 76102, Attention: Treasurer.
10. Certain Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.
"1933 Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated
thereunder.
"1934 Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission
promulgated thereunder.
26
"Effective Date" shall mean each date and time that the
Registration Statement, any post-effective amendment or amendments
thereto and any Rule 462(b) Registration Statement became or
become effective.
"Execution Time" shall mean the date and time that any Terms
Agreement referred to in Section 3 is executed and delivered by
the Company and the Underwriters.
"Preliminary Prospectus" shall mean any preliminary prospectus
referred to in Section 2(a) and any preliminary prospectus
included in the Registration Statement at the Effective Date that
omits Rule 430A Information.
"Prospectus" shall mean the prospectus relating to the
Securities that is first filed pursuant to Rule 424(b) after the
Execution Time or, if no filing pursuant to Rule 424(b) is
required, shall mean the form of final prospectus relating to the
Securities included in the Registration Statement at the Effective
Date.
"Registration Statement" shall mean the registration statement
referred to in paragraph 1(a) above, including exhibits and
financial statements, as amended at the Execution Time (or, if not
effective at the Execution Time, in the form in which it shall
become effective) and, in the event any post-effective amendment
thereto or any Rule 462(b) Registration Statement becomes
effective prior to the Closing Date, shall also mean such
registration statement as so amended or such Rule 462(b)
Registration Statement, as the case may be. Such term shall
include any Rule 430A Information deemed to be included therein at
the Effective Date as provided by Rule 430A.
"Rule 415", "Rule 424", "Rule 430A", "Rule 462" and
"Regulation S-K" refer to such rules or regulation under the 1933
Act.
"Rule 430A Information" shall mean information with respect to
the Securities and the offering thereof
27
permitted to be omitted from the Registration Statement when it
becomes effective pursuant to Rule 430A.
"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b)
relating to the offering covered by the initial registration
statement.
"Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission
promulgated thereunder.
11. Successors. This Agreement will inure to the benefit of
and be binding upon the Company and such Underwriters as are identified
in the Terms Agreement and their respective successors and the officers
and directors and controlling persons referred to in Section 6, and no
other person will have any right or obligation hereunder.
12. Applicable Law. This Agreement and the Terms Agreement
shall be governed by, and construed in accordance with, the laws of the
State of New York.
ANNEX I
[UNION PACIFIC RESOURCES GROUP INC.]
(the "Company")
Debt Securities
TERMS AGREEMENT
________________ , 199_
[Union Pacific Resources Group Inc.
801 Cherry Street
Mail Station 3213
Fort Worth, TX 76102]
Attention:
Dear Sirs:
[On behalf of the several Underwriters named in Schedule A
hereto and for their respective accounts, we--We] offer to purchase, on and
subject to the terms and conditions of the Underwriting Agreement filed by the
Company on Form 8-K (the "Underwriting Agreement"), the following securities
(the "Securities") on the following terms:
Title: [ ]% [Floating Rate]--Notes--Debentures--Bonds--
Due .
Principal Amount: $
Interest: [ ]% per annum, from , 19 , payable
semiannually on and commencing , 19 , to holders of record on
the preceding or , as the case may be.
Maturity:
Optional Redemption:
Sinking Fund:
2
Delayed Delivery Contracts: [None.] [Delivery Date[s] shall
be , 19 . Underwriter['s][s'] fee is [ ]% of the principal amount of
the Contract Securities.]
Purchase Price: [ ]% of principal amount plus accrued
interest [ , if any,] from , 19 .
Expected Reoffering Price: [ ]% of principal amount,
subject to change by the undersigned.
Closing: a.m. on , 19 , at the offices of
[Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, NY
10019], in same day funds.
Name[s] and Address[es] of Representative[s]:
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.
[If appropriate, insert--It is understood that we may, with
your consent, amend this offer to add additional Underwriters and reduce the
aggregate principal amount to be purchased by the Underwriters listed in
Schedule A hereto by the aggregate principal amount to be purchased by such
additional Underwriters.]
The provisions of the Underwriting Agreement are
incorporated herein by reference. [If appropriate, insert--, except that the
obligations and agreements set forth in Section 7 ("Default of Underwriters")
of the Underwriting Agreement shall not apply to the obligations of the
Underwriters to purchase the above Securities] [If appropriate, insert--,
except that the provisions of Section are amended as follows: ].
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.]
[Please signify your acceptance of the foregoing by return
wire not later than P.M. today.]
Very truly yours,
[Insert name(s) of Representatives or
Underwriters]
[On behalf of--themselves--itself--
and as Representative[s] of the
Several] [As] [Underwriter[s]]
[By [lead manager]]
By
-------------------------------
[Insert Title]
If the Securities are denominated in a currency other than
United States dollars, make appropriate modifications to provisions of Terms
Agreement (e.g., type of funds specified under "Closing") and consider
including in the Terms Agreement such changes and additions to the
Underwriting Agreement as may be appropriate in the circumstances, e.g.,
expanding Section 4(h) to cover debt securities denominated in the currency in
which the Securities are denominated, expanding Section 5(b)(iv) to cover a
banking moratorium declared by authorities in the country of such currency,
expanding Section 5(b)(v) to cover a change or prospective change in, or
governmental action affecting, exchange controls applicable to such currency,
and modifying Section 5(e) to permit a statement to the effect that
enforcement of the Indenture and the Securities is subject to provisions of
law which may require that a judgment for money damages rendered by a court in
the United States be expressed only in United States dollars and appropriate
exceptions as to any provisions requiring payment of additional amounts. Also
consider requiring an opinion of counsel for the Company confirming
information as
4
to United States tax matters in the Prospectus and an opinion of foreign counsel
for the Company regarding such matters as foreign consents, approvals,
authorizations, licenses, waivers, withholding taxes, transfer or stamp taxes
and any information as to foreign laws in the Prospectus.
5
SCHEDULE A
Underwriter Principal Amount
----------- ----------------
$
------------
Total................................ $
6
To: [Insert name(s) of Representatives or Underwriters]
As [Representative[s] of the Several] Underwriter[s],
[c/o [name and address of lead manager]
We accept the offer contained in your [letter] [wire], dated ,
19 , relating to $ million principal amount of our [insert title of
Securities]. 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. 33- ) (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, taken as a whole, except as
set forth in or contemplated by the Prospectus.
Very truly yours,
[UNION PACIFIC RESOURCES
GROUP INC.]
by
------------------------
Name:
Title:
ANNEX II
(Three copies of this Delayed Delivery Contract should be signed and returned
to the address shown below so as to arrive not later than 9:00 A.M., New York
time, on , 199 .) 1/
DELAYED DELIVERY CONTRACT
[date]
[UNION PACIFIC RESOURCES GROUP INC.]
c/o [name and address of
lead manager]
Gentlemen:
The undersigned hereby agrees to purchase from [Union
Pacific Resources Group Inc., a Utah corporation] ("Company"), and the Company
agrees to sell to the undersigned, [If one delayed closing, insert--as of the
date hereof, for delivery on , 19 ("Delivery Date")]
[$] ..............
principal amount of the Company's [Insert title of securities] ("Securities"),
offered by the Company's Prospectus dated , 19 and a Prospectus
Supplement dated , 19 relating thereto, receipt of copies of
which is hereby acknowledged, at % of the principal amount thereof plus
accrued interest, if any, and on the further terms and conditions set forth in
this Delayed Delivery Contract ("Contract").
- --------
1/ Insert date which is third full business day prior to Closing Date
under the Terms Agreement.
2
[If two or more delayed closings, insert the following:
The undersigned will purchase from the Company as of the
date hereof, for delivery on the dates set forth below, Securities in the
principal amounts set forth below:
Delivery Date Principal Amount
------------- ----------------
----------------------- ------------
----------------------- ------------
Each of such delivery dates is hereinafter referred to as a Delivery Date.]
Payment for the Securities that the undersigned has agreed
to purchase for delivery on--the--each--Delivery Date shall be made to the
Company or its order in same day funds at the office of
at
.M. on--the--such--Delivery Date upon delivery to the
undersigned of the Securities to be purchased by the undersigned--for delivery
on such Delivery Date--in definitive fully registered form and in such
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than five
full business days prior to--the--such--Delivery Date.
It is expressly agreed that the provisions for delayed
delivery and payment are for the sole convenience of the undersigned; that the
purchase hereunder of Securities is to be regarded in all respects as a
purchase as of the date of this Contract; that the obligation of the Company
to make delivery of and accept payment for, and the obligation of the
undersigned to take delivery of and make payment for, Securities
on--the--each--Delivery Date shall be subject only to the conditions that (1)
investment in the Securities shall not at--the--such--Delivery Date be
prohibited under the laws of any jurisdiction in the United States to which
the undersigned is subject and (2) the Company shall have sold to the
Underwriters the total principal amount of the Securities less the principal
amount thereof covered by this
3
and other similar Contracts. The undersigned represents that its investment in
the Securities is not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and which governs such
investment.
Promptly after completion of the sale to the Underwriters
the Company will mail or deliver to the undersigned at its address set forth
below notice to such effect, accompanied by a copy of the opinion of counsel
for the Company delivered to the Underwriters in connection therewith.
This Contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but will not be
assignable by either party hereto without the written consent of the other.
It is understood that the acceptance of any such Contract is
in the Company's sole discretion and, without limiting the foregoing, need not
be on a first-come, first-served basis. If this Contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below
and mail or deliver one of the counterparts hereof to the undersigned at its
address set forth below. This will become a binding contract between the
Company and the undersigned when such counterpart is so mailed or delivered.
Yours very truly,
-------------------------------
(Name of Purchaser)
By
----------------------------
----------------------------
(Title of Signatory)
----------------------------
----------------------------
(Address of Purchaser)
4
Accepted, as of the above date.
[UNION PACIFIC RESOURCES GROUP INC.]
By
----------------------------
[Insert Title]