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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.
7.95% Debenture due April 15, 2029
Registered $100,000,000
No. R-1 CUSIP 907834 AJ 4
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 $100,000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on April 15,
2029 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
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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 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 Debenture 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 Debenture shall bear interest from the next preceding
April 15 or October 15 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 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 Debenture (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 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.
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Notwithstanding the foregoing, in the case of interest payable at Stated
Maturity, such 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 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 7.95% Debentures
due April 15, 2029 (herein called the "Debentures"), limited in aggregate
principal amount to $300,000,000.
The Debentures 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
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present values of the Remaining Scheduled Payments (as 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 40 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 Debentures 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 Debentures.
"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
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City (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
"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
Debenture, 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 Debentures 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
Debentures or portions thereof called for redemption.
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 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
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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 authorized denominations for a like aggregate principal amount will be issued
to the transferee in exchange
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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.
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.
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IN WITNESS WHEREOF, UNION PACIFIC RESOURCES GROUP
INC. has caused this Debenture to be duly executed.
Dated: April 13, 1999 UNION PACIFIC RESOURCES
GROUP INC.
by /s/ Morris B. Smith
-------------------------
Name: Morris B. Smith
Title: Vice President and
Chief Financial
Officer
[SEAL]
Attest: /s/ Leslie H. Flores
---------------------
Name: Leslie H. Flores
Title: Assistant Secretary
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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
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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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: :
: :
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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 Debenture and all rights thereunder, hereby
irrevocably constituting and appointing
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attorney to transfer said Debenture on the books of the Company, with full power
of substitution in the premises.
Dated:
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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.)