EXHIBIT 4.2
UNION PACIFIC RESOURCES GROUP INC.
("COMPANY")
DEBT SECURITIES
TERMS AGREEMENT
May 13, 1998
Union Pacific Resources Group Inc.
801 Cherry Street
Mail Station 3213
Fort Worth, TX 76102
Attention:
Ladies and Gentlemen:
We offer to purchase, on and subject to the terms and conditions of
the Underwriting Agreement being filed with the Securities and Exchange
Commission on Form 8-K (the "Underwriting Agreement"), the following securities
(the "Securities") on the following terms:
TITLE: 6.75% Notes due May 15, 2008 (the "2008 Notes").
PRINCIPAL AMOUNT: $200,000,000.
INTEREST: 6.75% per annum, from May 18, 1998, payable semiannually on
May 15 and November, 15 commencing November 15, 1998, to holders of record on
the preceding April 30 or October 31, as the case may be.
MATURITY: May 15, 2008.
OPTIONAL REDEMPTION: The 2008 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 of the Securities to be
redeemed and (ii) the sum of the 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 plus 15 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.
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"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 Securities to be redeemed that would be utilized, 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 Securities. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by the Trustee (as defined in the
Underwriting Agreement) after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the arithmetic average cf 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 set forth in the
daily statistical release (or any successor release) published 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
published 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 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.
"Reference Treasury Dealer" means each of Salomon Brothers Inc, Credit
Suisse First Boston Corporation, Chase Securities Inc. and Goldman, Sachs & Co.
and their respective successors; provided, however, that if any of the foregoing
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.
"Remaining Scheduled Payments" means, with respect to any Security,
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 Securities to he
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Securities or
portions thereof called for redemption.
SINKING FUND: None.
DELAYED DELIVERY CONTRACTS: None.
PURCHASE PRICE: 99.207% of principal amount, plus accrued interest,
if any, from May 18, 1998.
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EXPECTED REOFFERING PRICE: 99.857% of principal amount, subject to
change by the undersigned.
CLOSING: 10:00 A.M. on May 18, 1998, at the offices of Cravath,
Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019, in same
day funds.
NAME AND ADDRESS OF REPRESENTATIVE:
Salomon Brothers Inc
388 Greenwich Street
New York, NY 10013
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.
The provisions of the Underwriting Agreement are incorporated herein
by reference.
The Securities will be made available for checking at the offices of
Cravath, Swaine & Moore at least 24 hours prior to the Closing Date.
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.
Very truly yours,
Salomon Brothers Inc
On behalf of themselves and as
Representative of the several
Underwriters listed in Schedule A hereto
by
SALOMON BROTHERS INC
by
/s/ Angela M. Reiton
----------------------
Name: Angela M. Reiton
Title: Associate
SCHEDULE A
PRINCIPAL AMOUNT
UNDERWRITER OF 2008 NOTES
- ----------- ----------------
Salomon Brothers Inc................................... $ 65,500,000
Credit Suisse First Boston............................. 50,000,000
Corporation
Chase Securities Inc................................... 26,000,000
Goldman, Sachs & Co.................................... 26,000,000
ABN AMRO Incorporated.................................. 8,000,000
BancAmerica Robertson Stephens......................... 8,000,000
NationsBanc Montgomery Securities LLC.................. 8,000,000
RBC Dominion Securities Inc............................ 8,000,000
Howard, Weil, Labouisse, Friedrichs
Incorporated......................................... 250,000
Petrie Parkman & Co., Inc.............................. 250,000
------------
Total................................................ $200,000,000
============
To: Salomon Brothers Inc
Credit Suisse First Boston Corporation
Chase Securities Inc.
Goldman, Sachs & Co.
ABN AMRO Incorporated
BancAmerica Robertson Stephens
Howard, Weil, Labouisse, Friedrichs Incorporated
NationsBanc Montgomery Securities LLC
Petrie Parkman & Co., Inc.
RBC Dominion Securities Inc.
As Underwriters
c/o Salomon Brothers Inc
388 Greenwich Street
New York, NY 10013
We accept the offer contained in your letter dated May 13, 1998,
relating to $200 million principal amount of our 6.75% Notes due May 15, 2008.
We also confirm that, to the best of our knowledge after reasonable
investigation, the representations and warranties of the undersigned in the
Underwriting Agreement being filed with the Securities and Exchange Commission
by us on Form 8-K (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
/s/ M. B. Smith
------------------------------
Name: Morris B. Smith
Title: Vice President and
Chief Financial Officer