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.
7.30% Note due April 15, 2009
Registered $200,000,000
No. R-1 CUSIP 907834 AH 8
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 $200,000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on April 15,
2009 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 April 15 and October 15 of
each year, commencing October 15, 1999, at said office or agency, in like coin
or currency, at the rate per annum specified in the title hereof, from the April
15 or the October 15, as the case may be, next preceding the date of
2
this Note to which interest on the Notes has been paid or duly provided for
(unless the date hereof is the date to which interest on the Notes has been paid
or duly provided for, in which case from the date of this Note), or, if no
interest has been paid on the Notes or duly provided for, from April 13, 1999
until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after the 30th day or 31st
day, respectively, of any April or October and before the next succeeding April
15 or October 15, this Note shall bear interest from such April 15 or October
15, as the case may be; provided, however, that if the Company shall default in
the payment of interest due on such April 15 or October 15, then this Note shall
bear interest from the next preceding April 15 or October 15 to which interest
on the Notes has been paid or duly provided for, or, if no interest has been
paid on the Notes or duly provided for, from April 13, 1999. The interest so
payable, and punctually paid or duly provided for, on any April 15 or October 15
will, except as provided in the Indenture dated as of April 13, 1999 (herein
called the "Indenture"), duly executed and delivered by the Company, Union
Pacific Resources Inc., an Alberta corporation, UPR Capital Company, a Nova
Scotia unlimited liability company, and The Bank of New York, as Trustee (herein
called the "Trustee"), be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the next
preceding April 1 or October 1, 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 Note
(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 Notes 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 Notes 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 Maturity, such
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interest shall be paid to the same Person to whom the principal hereof is
payable.
The Bank of New York will be the Paying Agent and the Security
Registrar with respect to the Notes. 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 Notes.
This Note 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 Note is one of the series of Securities of the Company
issued pursuant to the Indenture and designated as the 7.30% Notes due April 15,
2009 (herein called the "Notes"), limited in aggregate principal amount to
$200,000,000.
The Notes will be redeemable as a whole or in
part, at the option of the Company at any time, at a redemption price equal to
the greater of (i) 100% of the principal amount to be redeemed and (ii) the sum
of the present values of the Remaining Scheduled Payments (as
4
hereinafter defined) thereon, discounted to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as hereinafter defined) plus 35 basis points, plus accrued
interest on the principal amount being redeemed to the redemption date.
"Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be used,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the arithmetic average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such redemption date, as
published in the daily statistical release (or any successor release) by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations
for U.S. Government Securities" or (ii) if such release (or any successor
release) is not available or does not contain such prices on such business day,
the arithmetic average of the Reference Treasury Dealer Quotations for such
redemption date.
"Reference Treasury Dealer" means Credit Suisse
First Boston Corporation and its successors; provided, however, that if Credit
Suisse First Boston shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.
5
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the arithmetic average,
as determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer by 5:00 p.m.
on the third business day preceding such redemption date.
"Remaining Scheduled Payments" means, with respect to any
Note, the remaining scheduled payments of the principal thereof to be redeemed
and interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such Security, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
Notice of any redemption will be mailed at least 30 days but
not more than 60 days before the redemption date to each holder of Notes to be
redeemed.
Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
Notes or portions thereof called for redemption.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all of the Notes 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 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
6
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 Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note 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 Note
or such other Notes.
No reference herein to the Indenture and no provision of this
Note 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 Note 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 Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Notes may be
exchanged for a like aggregate principal amount of Notes 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 Note
at the office or agency of the Company in the Borough of Manhattan, The City of
New York designated for such purpose, a new Note or Notes of 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
7
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 Note is registered as the owner
hereof for all purposes, whether or not this Note 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 Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
This Note shall be construed in accordance with and governed
by the laws of the State of New York.
8
Unless the certificate of authentication hereon has been
manually executed by or on behalf of the Trustee under the Indenture, this Note
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: April 13, 1999 UNION PACIFIC RESOURCES
GROUP INC.
by /s/ Morris B. Smith
---------------------------
Name: Morris B. Smith
Vice President and
Chief Financial
Officer
[SEAL]
Attest: /s/ Leslie H. Flores
---------------------
Name: Leslie H. Flores
Title: Assistant Secretary
9
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee,
by /s/ Iliana A. Arciprete
------------------------
Authorized Signatory
Dated: April 13, 1999
10
---------------------------
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
- -------------------------------------------------------
: :
: :
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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 Note and all
rights thereunder, hereby irrevocably constituting and appointing
______________________ ______________________________ attorney to transfer said
11
Note 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.)