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| UNP > SEC Filings for UNP > Form 8-K on 20-Feb-2009 | All Recent SEC Filings |
20-Feb-2009
Creation of a Direct Financial Obligation or an Obligation under an Off-Balanc
On February 17, 2009, Union Pacific Corporation (the "Company") entered into an Underwriting Agreement for the sale of $350,000,000 in aggregate principal amount of its 5.125% Notes due 2014 and $400,000,000 in aggregate principal amount of its 6.125% Notes due 2020 (collectively, the "Notes"). The offering of the Notes was registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration on Form S-3 (File No. 333-141084) (the "Registration Statement"). The Notes are issuable pursuant to an Indenture dated as of April 1, 1999 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon, itself a successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as trustee.
Attached as Exhibit 1.1 is the Underwriting Agreement, dated February 17, 2009, between the Company and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named therein, pursuant to which the Company has agreed to sell, and the underwriters have agreed to purchase, subject to the terms and conditions contained therein, the Notes. Also attached as Exhibit 5.1 is an opinion of James J. Theisen, Jr., Assistant General Counsel to the Company, regarding certain aspects of the legality of the Notes.
(c) Exhibits:
1.1 Underwriting Agreement, dated February 17, 2009, between the Company and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Morgan Stanley & Co. Incorporated, as Representatives of the several underwriters relating to $350,000,000 in aggregate principal amount of the Company's 5.125% Notes due 2014 and $400,000,000 in aggregate principal amount of the Company's 6.125% Notes due 2020.
4.1 Form of 5.125% Note due 2014.
4.2 Form of 6.125% Note due 2020.
5.1 Opinion of James J. Theisen, Jr., Assistant General Counsel to the Company regarding certain aspects of the legality of the Notes.
23.1 Consent of James J. Theisen, Jr. (included as part of Exhibit 5.1).
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