Exhibit 1.1
UNION PACIFIC RESOURCES GROUP INC.
DEBT SECURITIES
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
March 27, 1996, between the Company and Chase Bank of Texas, National
Association, (as successor to Texas Commerce Bank, National Association) 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 333-
2984) on Form S-3 for the registration
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under the 1933 Act of the offering and sale of the Registered Securities
and a registration statement (file number 333-22655) on Form S-3 which
amends the previous registration statement and registers the offering and
sale of additional Registered Securities under the 1933 Act. Such
registration statements have 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.
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(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 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 the State of Utah with full corporate power and authority
to own, lease and operate its properties and to conduct its business as
described in the
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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 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
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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 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
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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, 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.
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(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 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
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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 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.
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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 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.
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(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 Prospectus
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.
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(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, 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 Under writers. 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 Under writers, 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
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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
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 the State of Utah, 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
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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
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
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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 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
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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 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 Utah law upon the opinion of Parsons Behle & Latimer,
special Utah Counsel to the Company, or other Utah 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 Parsons Behle & Latimer, special Utah 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 State of Utah, 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;
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(iii) no consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court of the State of
Utah 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 State of
Utah 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 State of Utah or
any court of the State of Utah 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 to the incorporation of the Company,
the authorization, execution and delivery of the Terms Agreement and all
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other matters governed by Utah law upon the opinion of Parsons Behle &
Latimer 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 Deloitte & Touche LLP 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 and its subsidiaries examined by them and included or
incorporated by reference in the Registration
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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
consolidated long-term debt of the Company and its subsidiaries or any
decrease in the consolidated
19
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 adjustments to the historical amounts in
the pro forma financial statements, nothing came to their
20
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, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged
21
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.
(c) Promptly after receipt by an indemnified
22
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 on the other shall be deemed to be in the same proportion
as
23
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 Company within the meaning of the 1933 Act.
24
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 Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in
25
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.
"Effective Date" shall mean each date and time that the Registration
Statement, any post-effective
26
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 permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.
27
"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]