NORCEN ENERGY RESOURCES LIMITED,
UNION PACIFIC RESOURCES GROUP INC.
as Guarantor
And
MONTREAL TRUST COMPANY OF CANADA
as Trustee
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Fourth Supplemental Indenture
Dated as of February 27, 1998
to
Trust Indenture
Dated as of May 7, 1996
providing for the Guarantee of all Securities
be Issued or Previously Issued under
the Trust Indenture
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Fourth Supplemental Indenture
February 27, 1998
Between
NORCEN ENERGY RESOURCES LIMITED, a corporation
incorporated under the laws of Canada and having its
registered office at the City of Calgary in the
Province of Alberta, Canada (the "Corporation"),
- and -
UNION PACIFIC RESOURCES GROUP INC., a corporation
incorporated under the laws of Utah, and having its
principal office in Forth Worth, Texas, U.S.A.
("UPR")
- and -
MONTREAL TRUST COMPANY OF CANADA, a trust company
incorporated under the laws of Canada and duly
authorized to carry on the trust business in each
province of Canada (the "Trustee")
Whereas by a trust indenture (hereinafter referred to as the "Original
Indenture") made as of May 7, 1996, between the Corporation and the Trustee
provision was made for the issue of Securities of the Corporation in one or more
series; and
Whereas under and in accordance with the terms of the Original Indenture, as
supplemented and amended by a first supplemental indenture made as of May 22,
1996, a second supplemental indenture made as of June 26, 1996, and a third
supplemental indenture made as of June 26, 1997, there have heretofore been
issued three series of Securities (the "Issued Securities"); and
Whereas UPR intends, through its wholly-owned subsidiary Union Pacific Resources
Inc. ("UPRI"), to purchase (the "Acquisition") all of the outstanding common
shares in the share capital of the Corporation pursuant to a cash tender offer
described in the Pre-acquisition Agreement, dated January 25, 1998, between UPR,
UPRI and the Corporation; and
Whereas UPR desires to unconditionally and irrevocably guarantee the full and
punctual payment of principal of and interest on the Securities (including the
Issued Securities) when due, whether at maturity, by acceleration, by redemption
or otherwise, and all other monetary obligations of the Company under the
Indenture (including obligations to the Trustee) and the Securities and any
Coupons appertaining thereto, and the full and punctual performance within
applicable grace periods of all other obligations of the Company under the
Original Indenture, as supplemented from time to time, and the Securities and
any Coupons appertaining thereto; and
Whereas the Corporation is not in default under the Original Indenture, as
supplemented; and
Whereas all necessary acts and proceedings have been done and taken and all
necessary resolutions passed to authorize the execution and delivery of this
Fourth Supplemental Indenture
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and to make the same legal and valid and binding upon the Corporation and UPR
upon compliance with the conditions set forth herein; and
Whereas the foregoing recitals are made as representations and statements of
fact by the Corporation and UPR and not by the Trustee;
Now Therefore This Fourth Supplemental Indenture Witnesses that, in
consideration of the premises and the covenants herein contained, the parties
hereto agree as follows:
Article 1
Amendment of Original Indenture
The Corporation, UPR and the Trustee hereby agree that the
following provisions of this Fourth Supplemental Indenture supplement the
Original Indenture with respect to all Securities issued or to be issued
thereunder:
1.01 The Guarantee.
(a) UPR irrevocably and unconditionally guarantees (the "Guarantee") to
each Holder of Securities and to the Trustee and its successors and
assigns, (i) the full and punctual payment of principal of and interest
on the Securities when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the
Corporation under this Indenture (including obligations to the Trustee)
and the Securities and (ii) the full and punctual performance within
applicable grace periods of all other obligations of the Corporation
under this Indenture and the Securities.
(b) UPR further agrees that the Guarantee constitutes a guarantee of
payment, performance and compliance and not merely of collection.
(c) The obligations of UPR to make any payment hereunder may be satisfied
by causing the Corporation to make such payment.
(d) UPR also agrees to pay any and all costs and expenses (including
reasonable attorneys' fees) incurred by the Trustee or any Holder of
Securities in enforcing any of their respective rights under the
Guarantee.
1.02 Subrogation.
UPR shall be subrogated to any of the rights (whether contractual, under
applicable laws or otherwise) of any Holder against the Corporation or any other
Person or against any Holder for the payments in respect of any amounts to any
Holder pursuant to the provisions of this Guarantee; provided, however, that UPR
shall not be entitled to enforce, or to receive any payments arising out of or
based upon, such right of subrogation until the principal of and any premium and
interest on all the Securities of the same series shall have been paid in full.
Article 2
Condition Precedent
2.01 Consummation of Acquisition
The obligations of the parties under this Fourth Supplemental Indentures are
subject to the prior consummation of the Acquisition.
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Article 3
Miscellaneous Provisions
3.01 Confirmation of Original Indenture
The Original Indenture, as amended and supplemented by this Fourth Supplemental
Indenture, is in all respects confirmed.
3.02 Acceptance of Trusts
The Trustee hereby accepts the trusts in this Fourth Supplemental Indenture
declared and provided for and agrees to perform the same upon the terms and
conditions and subject to the provisions set forth in the Original Indenture as
supplemented by this Fourth Supplemental Indenture.
3.03 Governing Law
The Fourth Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York and the federal laws of the
United States of America applicable thereto and shall be treated in all respects
as New York contracts, except as may be otherwise required by mandatory
provisions of law. Notwithstanding the preceding sentence of this Section, the
exercise, performance or discharge by the Trustee of any of its rights, powers,
duties or responsibilities hereunder shall be construed in accordance with the
laws of the Province of Alberta and the federal laws of Canada applicable
thereto.
3.04 Headings
The headings of this Fourth Supplemental Indenture are for reference only and
shall not limit or otherwise affect the meaning hereof.
3.05 Counterparts
This Fourth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original; and
all such counterparts together shall constitute but one and the same instrument.
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IN WITNESS WHEREOF the parties hereto have caused this Fourth Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed, all as of the day and year first above written.
NORCEN ENERGY RESOURCES LIMITED
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
By: /s/ Xxxxxx X. Leew
-------------------------------------
Name: Xxxxxx X. Leew
Title: Vice President Legal
UNION PACIFIC RESOURCES GROUP
INC.
By: /s/ Xxxxxx X. XxXxxx, Xx.
-------------------------------------
Name: Xxxxxx X. XxXxxx, Xx.
Title: Vice President, General Counsel and
Secretary
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and Chief Financial
Officer
MONTREAL TRUST COMPANY OF
CANADA
By: /s/ M. Xxxx Xxxxxxxx
-------------------------------------
Name: M. Xxxx Xxxxxxxx
Title: Assistant Vice President and Deputy
General Manager Western Region
Corporate Services
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Corporate Trust Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
NORCEN ENERGY RESOURCES LIMITED,
(Registrant)
Dated: March 4, 1998
by
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Name:
Title:
