EXHIBIT 4.6
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.
6.75% NOTE DUE MAY 15, 2008
REGISTERED $200,000,000
NO. R-1 CUSIP 907834 AE 5
UNION PACIFIC RESOURCES GROUP INC., a corporation duly organized and
existing under the laws of the State of Utah (herein called the "Company", which
term includes any successor under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of $200,000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on May 15,
2008 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
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principal sum semiannually on May 15 and November 15 of each year, commencing
November 15, 1998, at said office or agency, in like coin or currency, at the
rate per annum specified in the title hereof, from the May 15 or the November
15, as the case may be, next preceding the date of this Note to which interest
on the Notes has been paid or duly provided for (unless the date hereof is the
date to which interest on the Notes has been paid or duly provided for, in which
case from the date of this Note), or, if no interest has been paid on the Notes
or duly provided for, from May 18, 1998 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 May 15 or November 15, this Note shall bear
interest from such May 15 or November 15, as the case may be; provided, however,
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that if the Company shall default in the payment of interest due on such May 15
or November 15, then this Note shall bear interest from the next preceding May
15 or November 15 to which interest on the Notes has been paid or duly provided
for, or, if no interest has been paid on the Notes or duly provided for, from
May 18, 1998. The interest so payable, and punctually paid or duly provided
for, on any May 15 or November 15 will, except as provided in the Indenture
dated as of March 27, 1996 (herein called the "Indenture"), duly executed and
delivered by the Company and Chase Bank of Texas, National Association, as
Trustee (herein called the "Trustee"), be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on the next preceding April 30 or October 31, as the case may be
(herein called the "Regular Record Date"), whether or not a Business Day, and
may, at the option of the Company, be paid by check mailed to the registered
address of such Person. Any such interest which is payable, but is not so
punctually paid or duly provided for, shall forthwith cease to be payable to the
registered Holder on such Regular Record Date and may be paid either to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not less than 10
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days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed and upon such notice as may be required by such
exchange, if such manner of payment shall be deemed practical by the Trustee,
all as more fully provided in the Indenture. Notwithstanding the foregoing, in
the case of interest payable at Stated Maturity, such interest shall be paid to
the same Person to whom the principal hereof is payable.
Chase Bank of Texas, National Association will be the Paying Agent and
the Security Registrar with respect to the Notes. The Company reserves the
right at any time to vary or terminate the appointment of any Paying Agent or
Security Registrar, to appoint additional or other Paying Agents and other
Security Registrars, which may include the Company, and to approve any change in
the office through which any Paying Agent or Security Registrar acts; provided
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that there will at all times be a Paying Agent in The City of New York and there
will be no more than one Security Registrar for the Notes.
This Note is one of the duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness (hereinafter called the "Securities")
of the Company, of the series hereinafter specified, all issued or to be issued
under and pursuant to the Indenture, to which Indenture and any other indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.
The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events
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of Default and may otherwise vary as provided or permitted in the Indenture.
This Note is one of the series of Securities of the Company issued pursuant to
the Indenture and designated as the 6.75% Notes due May 15, 2008 (herein called
the "Notes"), limited in aggregate principal amount to $200,000,000.
The Notes will be redeemable as a whole or in part, at the option of
the Company at any time, at a redemption price equal to the greater of (i) 100%
of the principal amount of the Notes 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.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be 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 Notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with the
Company.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the arithmetic average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding such redemption date, as set forth in the
daily statistical release (or any
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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 Note, the
remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such Note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Notes or portions
thereof called for redemption.
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If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all of the Notes may be declared due and payable in
the manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee to enter into supplemental indentures to the
Indenture for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series. The
Indenture also permits the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults and their consequences
with respect to such series under the Indenture. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note or such
other Notes.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, rate and respective times and in the coin or currency herein and in
the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of
certain conditions therein set forth, including the deposit of certain trust
funds in trust, the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and the obligations
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under, the Securities of any series and to have satisfied all the obligations
(with certain exceptions) under the Indenture relating to the Securities of such
series.
The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations at the office or agency of the Company in the Borough of
Manhattan, The City of New York, designated for such purpose and in the manner
and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York designated for such purpose, a new Note or Notes of authorized
denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
Unless otherwise defined herein, all terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Note shall be construed in accordance with and governed by the
laws of the State of New York.
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Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note shall not
be entitled to any benefits under the Indenture, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, UNION PACIFIC RESOURCES GROUP INC. has caused this
Note to be duly executed.
Dated: May 18, 1998 UNION PACIFIC RESOURCES
GROUP INC.
by /s/ Peter Schreck
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Title: Assistant Treasurer
[SEAL]
Attest: /s/ Mark L. Jones
------------------------------
Title: Managing Senior Counsel
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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.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Trustee,
by
________________________
Authorized Signatory
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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
_________________________________
: :
: :
_________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
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_________________________________________________________________________ the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing ______________________ ______________________________ attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated: _______________________
_______________________________
Signature
(Signature must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change whatever.)