UNION PACIFIC RESOURCES GROUP INC.
("Company")
Debt Securities
TERMS AGREEMENT
October 31, 1996
Union Pacific Resources Group Inc.
000 Xxxxxx Xxxxxx
Mail Station 3213
Xxxx Xxxxx, XX 00000
Attention:
Ladies and Gentlemen:
We offer to purchase, on and subject to the terms and conditions of the
Underwriting Agreement filed as an exhibit to the Company's registration
statement on Form S-3 (No. 333-2984) (the "Underwriting Agreement"), the
following securities (the "Securities") on the following terms:
Title: 7.50% Debentures due November 1, 2096.
Principal Amount: $150,000,000.
Interest: 7.50% per annum, from November 7, 1996, payable semiannually on
May 1 and November 1 commencing May 1, 1997, to holders of record on the
preceding April 15 or October 15, as the case may be.
Maturity: November 1, 2096. Upon the occurrence of a Tax Event, as defined
in the Prospectus Supplement of even date herewith, the Company will have the
right to shorten the maturity of the Securities to the extent
2
required so that the interest paid on the Securities will be deductible for
Federal income tax purposes.
Optional Redemption: The Securities are not redeemable prior to maturity.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Purchase Price: 98.593% of principal amount plus accrued interest, if any,
from November 7, 1996.
Expected Reoffering Price: 99.718% of principal amount, subject to change
by the undersigned.
Closing: 10:00 A.M. on November 7, 1996, at the offices of Cravath, Swaine
& Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, in same day
funds.
Names and Addresses of Representatives:
Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
CS First Boston Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxxx & Co.
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
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 & Xxxxx 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.
Very truly yours,
Xxxxx Xxxxxx Inc.
CS First Boston Corporation
Xxxxxxx, Xxxxx & Co.
Xxxxxx Xxxxxxx & Co.
As Underwriters
by
XXXXX XXXXXX INC.
by /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title:
4
SCHEDULE A
Underwriter Principal Amount
----------- ----------------
Xxxxx Xxxxxx Inc.............. $ 49,500,000
CS First Boston Corporation... $ 49,500,000
Xxxxxxx, Sachs & Co........... $ 49,500,000
Xxxxxx Xxxxxxx & Co........... $ 1,500,000
------------
Total......................... $150,000,000
5
To: Xxxxx Xxxxxx Inc.
CS First Boston Corporation
Xxxxxxx, Xxxxx & Co.
Xxxxxx Xxxxxxx & Co.
As Underwriters
c/o Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
We accept the offer contained in your letter dated October 31, 1996,
relating to $150 million principal amount of our 7.50% Debentures due November
1, 2096. 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. 333-2984) (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 except as set forth in or
contemplated by the Prospectus.
Very truly yours,
UNION PACIFIC RESOURCES GROUP INC.
by /s/ Xxxxxx X. Xxxxx
Name:
Title:
