SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 1998
UNITED TECHNOLOGIES CORPORATION
(exact name of registrant as specified in its charter)
Delaware 06-0570975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
United Technologies Building, One Financial Plaza
Hartford, Connecticut 06101
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code
(860) 728-7000
N/A
(Former name or former address, if changed since last report)
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2
Item 5. Other Events
Attached and incorporated herein by reference are the following
documents with respect to the issuance and sale from time to time by United
Technologies Corporation (the "Company") of up to $471,050,000 aggregate
principal amount of its Medium-Term Notes, Series B, Due from Nine Months to
Thirty Years from Date of Issue (the "Medium-Term Notes"): (i) Exhibit 4, the
Company's specimen Fixed Rate, Floating Rate, Single Indexed Fixed Rate, and
Single Indexed Floating Rate notes (the "Notes"), and (ii) Exhibit 8, the
Opinion of Shearman & Sterling as to certain federal income tax matters with
respect to the Medium-Term Notes.
Item 7(c). Exhibits.
The following are annexed as Exhibit:
Exhibit
Number Description
4(i) Specimen fixed rate Medium-Term Note, Series B Due
from Nine Months to Thirty Years from Date of Issue.
4(ii) Specimen floating rate Medium-Term Note, Series B Due
from Nine Months to Thirty Years from Date of Issue.
4(iii) Specimen single-indexed fixed rate Medium-Term Note,
Series B Due from Nine Months to Thirty Years from
Date of Issue.
4(iv) Specimen single-indexed floating rate Medium-Term
Note, Series B Due from Nine Months to Thirty Years
from Date of Issue.
8 Opinion of Shearman & Sterling as to certain federal
income tax matters with respect to the Medium-Term Notes.
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SIGNATURE
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 hereunto duly authorized.
UNITED TECHNOLOGIES CORPORATION
(Registrant)
Date: August 28, 1998 By: /s/ William H. Trachsel
----------------------------
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INDEX TO EXHIBITS
Exhibit
Number Description
4(i) Specimen fixed rate Medium-Term Note, Series B Due
from Nine Months to Thirty Years from Date of Issue.
4(ii) Specimen floating rate Medium-Term Note, Series B Due
from Nine Months to Thirty Years from Date of Issue.
4(iii) Specimen single-indexed fixed rate Medium-Term Note,
Series B Due from Nine Months to Thirty Years from
Date of Issue.
4(iv) Specimen single-indexed floating rate Medium-Term
Note, Series B Due from Nine Months to Thirty Years
from Date of Issue.
8 Opinion of Shearman & Sterling as to certain federal
income tax matters with respect to the Medium-Term Notes.
CUSIP NO. PRINCIPAL AMOUNT
Registered
No. FX-
UNITED TECHNOLOGIES CORPORATION
MEDIUM-TERM NOTE, SERIES B
(FIXED RATE)
Due from Nine Months to Thirty Years from Date of Issue
If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, this
Security is a Global Security and the following legend is applicable: Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) 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 requested by an
authorized representative of The Depository Trust Company, and any payment is
made to CEDE & CO., 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY," AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
AUTHORIZED DENOMINATIONS:
INTEREST RATE:
INTEREST PAYMENT DATES:
REGULAR RECORD DATES:
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
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INITIAL ACCRUAL PERIOD OID:
SINKING FUND:
SPECIFIED CURRENCY:
EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY: |_| YES |_| NO
OPTIONAL REDEMPTION: |_| YES |_| NO
INITIAL REDEMPTION DATE:
OPTION TO ELECT REPAYMENT: |_| YES |_| NO
OPTIONAL REPAYMENT DATES:
OPTIONAL REPAYMENT PRICES:
OPTIONAL INTEREST RATE RESET: |_| YES |_| NO
OPTIONAL RESET DATES:
OPTIONAL EXTENSIONS OF MATURITY: |_| YES |_| NO
LENGTH OF EXTENSION PERIOD:
NUMBER OF EXTENSION PERIODS:
FINAL MATURITY DATE:
DEPOSITORY:
DEFEASANCE: |_| YES |_| NO
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COVENANT DEFEASANCE: |_| YES |_| NO
OTHER PROVISIONS:
IF APPLICABLE AS DESCRIBED ABOVE, THE REDEMPTION PRICE SHALL INITIALLY
BE ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY AND SHALL DECLINE AT EACH
ANNIVERSARY (EACH SUCH DATE, A "REDEMPTION DATE") OF THE INITIAL REDEMPTION DATE
BY % OF SUCH PRINCIPAL AMOUNT UNTIL THE REDEMPTION PRICE IS 100% OF SUCH
PRINCIPAL AMOUNT; PROVIDED, HOWEVER, THAT, IF THIS SECURITY IS A DISCOUNT
SECURITY, THE REDEMPTION PRICE SHALL BE THE AMORTIZED FACE AMOUNT AS DESCRIBED
ON THE REVERSE HEREOF. A DISCOUNT SECURITY IS ANY SECURITY FOR WHICH THE TOTAL
AMOUNT OF OID SPECIFIED ABOVE IS GREATER THAN ZERO.
UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (herein called
the "Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to_________
________________________________________________________________________________
or registered assigns, the principal sum of_____________________________________
on the Stated Maturity Date shown above and to pay interest thereon at the
Interest Rate shown above from the Original Issue Date shown above or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 15 and December 15 of each year (each an
"Interest Payment Date") (unless other Interest Payment Dates are specified on
the face hereof until the principal hereof is paid or made available for payment
and at Maturity; provided, however, that any payment of principal (and premium,
if any) or interest to be made on any Interest Payment Date or on a date of
Maturity that is not a Business Day shall be made on the next succeeding
Business Day with the same force and effect as it made on the Interest Payment
Date or at Maturity, as the case may be, and no additional interest shall accrue
as a result of such delayed payment. For purposes of this Security, "Business
Day" means any day, other than a Saturday or Sunday, that meets each of the
following applicable requirements: the day is (a) not a day on which banking
institutions are authorized or required by law or regulation to be closed in The
City of New York and (b) if the Specified Currency shown above is not U.S.
dollars, (i) not a day on which banking institutions are authorized or required
by law or regulation to close in the financial center of the country issuing the
Specified Currency (which, in the case of European Currency Units, shall be
Brussels, Belgium) and (ii) a day on which banking institutions in such
financial center are carrying out transactions in such Specified Currency.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 31 or November 30 (unless other Regular Record
Dates are specified on the face hereof) (whether or not a Business Day), as the
case may be, next preceding
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such Interest Payment Date; provided, however, that, in the case of a Security
originally issued between a Regular Record Date and the initial Interest Payment
Date relating to such Security, interest for the period beginning on the
Original Issue Date and ending on such initial Interest Payment Date shall be
paid on such initial Interest Payment Date to the Person to whom such Security
shall have been originally issued; provided, further, that, in the case of a
Global Security originally issued between a Regular Record Date and the initial
Interest Payment Date relating to such Security, interest for the period
beginning on the Original Issue Date and ending on such initial Interest Payment
Date shall be paid on the Interest Payment Date following the next succeeding
Regular Record Date to the registered Holder on such next succeeding Regular
Record Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (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 Securities of this series
not less than ten days prior to such Special Record Date, or be paid at any time
in any other lawful manner, all as more fully provided in said Indenture.
All payments in respect of this Security will be made in U.S. dollars
regardless of the Specified Currency shown above unless the Holder hereof makes
the election described below. If the Specified Currency shown above is other
than U.S. dollars, the Company or its agent will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; provided, however, that the Holder hereof may, if so indicated above,
elect to receive all payments in such Specified Currency by delivery of a
written request to the Company's co-paying agent (the "Co-Paying Agent") in The
City of New York, which must be received by the Co-Paying Agent on or prior to
the applicable record date or at least fifteen calendar days prior to Maturity,
as the case may be; provided, further, that, if the Holder of this Security
elects to receive all such payments in a Specified Currency that is replaced by
a single European currency (expected to be named the euro), the amount of
principal of, premium, if any, or interest payable on any Security denominated
in such currency shall be determined in the new single European currency in
conformity with legally applicable measures taken pursuant to, or by virtue of,
the treaty establishing the European Community, as amended by the treaty on
European Union. Such election will remain in effect unless and until changed by
written notice to the Co-Paying Agent, but the Co-Paying Agent must receive
written notice of any such change on or prior to the applicable record date or
at least fifteen calendar days prior to Maturity, as the case may be. Until the
Securities are paid or payment therefor is provided for, the Company will at all
times maintain a Co-Paying Agent in The City of New York capable of performing
the duties described herein to be performed by the Co-Paying Agent. The Company
has appointed State Street Bank and Trust Company, N.A., New York, New York as
Co-Paying Agent. If the Company determines that the Specified Currency is not
available for making payments in respect hereof due to the imposition of
exchange controls or other circumstances beyond the Company's control, or is no
longer used by the government of the country issuing such currency or for the
settlement of transaction by public institutions of or within the international
community, then the Holder hereof may not so elect to receive payments in the
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Specified Currency and any such outstanding election shall be automatically
suspended, until the Company determines that the Specified Currency is again
available for making such payments.
In the event of an official redenomination of the Specified Currency
shown above, the obligations of the Company with respect to payments on this
Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.
Unless otherwise shown above, payment of interest on this Security
(other than at Maturity) will be made by check (from an account at a bank
outside the United States if such check is payable in a currency other than U.S.
dollars) mailed to the registered address of the Person entitled thereto;
provided that, if the Holder hereof is the Holder of U.S. $10,000,000 or more in
aggregate principal amount of Securities of like tenor and term (or the
equivalent thereof in a Specified Currency other than U.S. dollars determined as
provided on the reverse hereof), such interest payments will be made in
immediately available funds, but only if appropriate instructions have been
received in writing by the Co-Paying Agent on or prior to the applicable record
date. Simultaneously with any election by the Holder hereof to receive payments
in respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder may, if applicable, provide appropriate instructions to the Co-Paying
Agent, and all such payments will be made in immediately available funds to an
account maintained by the payee with a bank located outside the United States.
Unless otherwise specified above, the principal hereof (and premium, if any) and
interest hereon payable at Maturity will be paid to the Holder on the date of
Maturity in immediately available funds (payable to an account maintained by the
payee with a bank located outside the United States if payable in a Specified
Currency other than U.S. dollars) upon surrender of this Security at the office
of the Co-Paying Agent maintained for that purpose in The City and State of New
York (or at such other location as may be specified above), provided that this
Security is presented to the Co-Paying Agent in time for the Co-Paying Agent to
make such payments in accordance with its normal procedures. The Company will
pay any administrative costs imposed by banks in connection with making payments
in immediately available funds, but any tax, assessment or governmental charge
imposed upon payments will be borne by the Holders of the Securities in respect
of which such payments are made.
Interest on this Security, if any, will be computed on the basis of a
360-day year of twelve 30-day months.
If the registered owner of this Security (as indicated above) is the
Depository or a nominee of the Depository, this Security is a Global Security
and the following legend is applicable except as specified on the reverse
hereof: THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE
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DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
UNITED TECHNOLOGIES CORPORATION
By:
------------------------------------
Vice President, Treasurer
Attest:
--------------------------------
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY
As Trustee
By:
------------------------------------
Authorized Officer
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[Reverse of Security]
UNITED TECHNOLOGIES CORPORATION
MEDIUM-TERM NOTES, SERIES B
Section 1. General. This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of April 1, 1990, as
it may be supplemented from time to time (herein called the "Indenture"),
between the Company and State Street Bank and Trust Company (as successor to The
Connecticut National Bank), as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture with respect to the series of
which this Security is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series set forth on the face hereof, unlimited in aggregate principal
amount.
Section 2. Payments. If the Specified Currency is other than U.S.
dollars, the amount of any U.S. dollar payment to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "Exchange Rate Agent") based on the indicative quotation
in The City of New York selected by such Exchange Rate Agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date that yields the largest number of U.S. dollars upon
conversion of the Specified Currency. Such selection shall be made, as specified
on the face hereof, from among the quotations from three recognized foreign
exchange dealers in The City of New York selected by the Exchange Rate Agent and
approved by the Company (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
Specified Currency for U.S. dollars. If no such bid quotations are available,
payments will be made in the Specified Currency unless such Specified Currency
is unavailable as provided below.
If the Specified Currency is other than U.S. dollars and the Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in The City of New
York for cable transfers in the Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate")
for such Specified Currency on the second Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then available, the
Company will be entitled to make payments in U.S. dollars (i) if such Specified
Currency is not a composite currency, on the basis of the most recently
available Market Exchange Rate for such Specified Currency or (ii) if such
Specified Currency is a composite currency, in an amount determined by the
Exchange Rate Agent to be the sum of the results obtained by multiplying the
number of units of each component currency of such composite currency, as of the
most recent date on which such composite currency was used, by the Market
Exchange Rate for such component currency on the second Business Day prior to
such
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payment date (or if such Market Exchange Rate is not then available, by the most
recently available Market Exchange Rate for such component currency). From the
start of the third stage of European Economic and Monetary Union, payments on
this Security that are required to be made in ECU will be payable in euro at the
rate of one euro for one ECU, and the provisions discussed in this paragraph
will not result in payment in U.S. dollars in such circumstances unless euros
are no longer used in the European Monetary System.
All currency exchange costs will be borne by the Company unless the
Holder of this Security has made an election to receive all payments in a
Specified Currency other than U.S. dollars. In that case, the Holder of this
Security shall bear its pro rata portion of currency exchange costs, if any,
with all other electing Holders by deductions from payments otherwise due.
Each payment of interest hereon shall include interest accrued through
the day before the Interest Payment Date or Maturity, as the case may be.
References herein to "U.S. dollars" or "U.S.$" or "$" are to the
currency of the United States of America.
Section 3. Redemption. If so specified on the face hereof, the Company
may at its option redeem this Security in whole or from time to time in part on
or after the date designated as the Initial Redemption Date on the face hereof
at prices declining from a specified premium, if any, to par together with
accrued interest to the Redemption Date. The Company may exercise such option by
causing the Trustee to mail, first class postage prepaid, a notice of such
redemption at least 30 but not more than 60 days prior to the Redemption Date,
setting forth the applicable redemption price, Redemption Date, and principal
amount of this Security to be redeemed. In the event of redemption of this
Security in part only, a new Security or Securities for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof. If less than all of the Securities with like tenor and terms to this
Security are to be redeemed, the Securities to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate.
Section 4. Optional Repayment. If so specified on the face hereof, this
Security will be repayable prior to the Stated Maturity Date at the option of
the Holder on the Optional Repayment Dates shown on the face hereof at the
Optional Repayment Prices shown on the face hereof together with accrued
interest to the applicable Optional Repayment Date. In order for this Security
to be repaid, the Company must receive at least 30 but not more than 45 days
prior to an Optional Repayment Date this Security with the form below entitled
"Option to Elect Repayment" duly completed. Any tender of this Security for
repayment shall be irrevocable, except as otherwise provided in Sections 5 and 6
hereof. The repayment option may be exercised by the Holder of this Security for
less than the entire principal amount of the Security provided that the
principal amount of the Security remaining outstanding after repayment is an
authorized denomination. Upon such partial repayment, this Security shall be
cancelled and a new Security or Securities for the remaining principal amount
hereof shall be issued in the name of the Holder of this Security.
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Section 5. Optional Interest Reset. If so specified on the face hereof,
the interest rate on this Security may be reset by the Company on the date or
dates specified on the face hereof (each an "Optional Reset Date"). The Company
may exercise such option with respect to this Security by notifying the Trustee
of such exercise at least 50 but not more than 60 days prior to the Optional
Reset Date for this Security. Not later than 40 days prior to each Optional
Reset Date, the Trustee will mail to the Holder of this Security a notice (the
"Reset Notice"), first class postage prepaid, setting forth (i) the election of
the Company to reset the interest rate, (ii) such new interest rate and (iii)
the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Stated Maturity Date of this Security (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
provided for in the Reset Notice and establish a higher interest rate for the
Subsequent Interest Period commencing on such Optional Reset Date by causing the
Trustee to mail notice of such higher interest rate to the Holder of this
Security. Such Notice shall be irrevocable. All Securities with respect to which
the interest rate is reset on an Optional Reset Date will bear such higher
interest rate, whether or not tendered for repayment, as described below.
If the Company elects to reset the interest rate, the Holder of this
Security will have the option to elect repayment by the Company of the principal
of this Security on any Optional Reset Date at a price equal to the principal
amount hereof plus any accrued interest to such Optional Reset Date. In order to
obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth above for optional repayment except that the period for
delivery of this Security or notification to the Trustee shall be at least 25
but not more than 35 days prior to such Optional Reset Date and except that, if
the Holder has tendered this Security for repayment pursuant to the Reset
Notice, the Holder may, by written notice to the Trustee, revoke any such tender
for repayment until the close of business on the tenth day prior to such
Optional Reset Date.
Section 6. Optional Extension of Maturity. If so specified on the face
hereof, the Stated Maturity Date of this Security may be extended at the option
of the Company for the period or periods specified on the face hereof (each an
"Extension Period") up to but not beyond the date (the "Final Maturity Date")
set forth on the face hereof. The Company may exercise such option with respect
to this Security by notifying the Trustee of such exercise at least 50 but not
more than 60 days prior to the Stated Maturity Date of this Security in effect
prior to the exercise of such option (the "Original Stated Maturity Date"). If
the Company exercises such option, the Trustee will mail to the Holder of this
Security not later than 40 days prior to the Original Stated Maturity Date a
notice (the "Extension Notice"), first class postage prepaid, indicating (i) the
election of the Company to extend the Stated Maturity Date, (ii) the new Stated
Maturity Date, (iii) the interest rate applicable to the Extension Period and
(iv) the provisions, if any, for redemption during such Extension Period,
including the date or dates on which or the period or periods during which and
the
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price or prices at which such redemption may occur during the Extension Period.
Upon the Trustee's mailing of the Extension Notice, the Stated Maturity Date of
this Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Security will have
the same terms as prior to the mailing of such Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Original Stated Maturity Date of this Security the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to mail
notice of such higher interest rate, first class postage prepaid, to the Holder
of this Security. Such notice shall be irrevocable. All Securities with respect
to which the Stated Maturity Date is extended will bear such higher interest
rate for the Extension Period, whether or not tendered for repayment as
described below.
If the Company elects to extend the Stated Maturity Date of this
Security, the Holder will have the option to elect repayment of this Security by
the Company on the Original Stated Maturity Date at a price equal to the
principal amount hereof, plus any accrued interest to such date. In order to
obtain repayment on the Original Stated Maturity Date once the Company has
extended the Stated Maturity Date hereof, the Holder must follow the procedures
set forth above for optional repayment except that the period for delivery of
this Security or notification to the Trustee shall be at least 25 but not more
than 35 days prior to the Original Stated Maturity Date and except that, if the
Holder has tendered this Security for repayment pursuant to an Extension Notice,
the Holder may by written notice to the Trustee revoke any such tender for
repayment until the close of business on the tenth day prior to the Original
Stated Maturity Date.
Section 7. Sinking Fund. Unless otherwise specified on the face hereof,
this Security will not be subject to any sinking fund.
Section 8. Discount Securities. If this Security is a Discount Security,
the amount payable in the event of redemption by the Company, repayment at the
option of the Holder or acceleration of Maturity, in lieu of the principal
amount due at the Stated Maturity hereof, shall be equal to the sum of (i)
unpaid interest if any, on this Security accrued from the date of issue to the
date of such redemption, repayment or acceleration of maturity, as the case may
be, and (ii) the Amortized Face Amount of this Security as of the date of such
redemption, repayment or acceleration. The "Amortized Face Amount" of this
Security shall be the amount equal to (a) the Issue Price (as set forth on the
face hereof) plus (b) that portion of the difference between the Issue Price and
the principal amount hereof that has accrued at the Yield to Maturity (as set
forth on the face hereof) (computed in accordance with generally accepted United
States bond yield computation principles) at the date as of which the Amortized
Face Amount is calculated, but in no event shall the Amortized Face Amount of
the Security exceed its stated principal amount.
Section 9. Modification and Waivers; Obligation of the Company Absolute.
The Indenture permits, with exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series
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to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of not less than a majority in aggregate
principal amount of all Securities at the time Outstanding to be affected. The
Indenture also contains provisions permitting the Holders of not less than a
majority in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all Outstanding Securities, to waive
compliance by the Company with certain provisions of the Indenture, and contains
provisions permitting the Holders of not less than a majority in aggregate
principal amount, in certain instances of the Outstanding Securities of
individual series and in other instances of all Securities at the time
Outstanding, to waive on behalf of all of the Holders of Securities of such
individual series or of the Holders of all Securities at the time Outstanding,
as the case may be, certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security 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 Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay or make provision as provided in Article
Fourteen of the Indenture for the payment of the amount of principal of (and
premium, if any) and interest on this Security herein provided, and at the
times, place and rate, and in the coin or currency, herein prescribed.
Section 10. Defeasance and Covenant Defeasance. The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of the
Company on this Security and (b) certain restrictive covenants and the related
defaults and Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security, unless
otherwise specified on the face hereof.
Section 11. Authorized Denominations. The Securities of this series are
issuable only in global or certificated registered form, without coupons, and,
unless otherwise specified above (and other than Global Securities), in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set
forth and to the limitations described below, if applicable, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.
Section 12. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
11
<PAGE>
If this Security is a Global Security, this Security is exchangeable
only if the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, or the Depository has ceased to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended. In such case, the Company will
issue Securities in certificated form in exchange for each Global Security. In
addition, the Company may at any time determine not to have Securities
represented by a Global Security and, in such event, will issue Securities in
certificated form in exchange for the Global Security representing such
Security. In addition, if there shall have occurred and be continuing an Event
of Default, the Company will issue Securities in certificated form in exchange
for each Global Security. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
certificated form of Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name. Securities so
issued in certificated form will be issued in denominations of $100,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of after, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Section 13. Events of Default. If an Event of Default with respect to
the Securities of this series shall have occurred and be continuing, the
principal of all the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
Section 15. Governing Law. This Security shall be governed by and
construed in accordance with the law of the State of New York.
12
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at (i) the Optional Repayment Price indicated on the face hereof, if
this Security is to be repaid pursuant to the Optional Repayment provision
hereof, or (ii) 100% of the principal amount of this Security to be repaid plus
accrued interest to the Optional Reset Date, if this Security is to be repaid
pursuant to the Optional Interest Reset provision hereof, or to the Original
Maturity Date, if this Security is to be repaid pursuant to the Optional
Extension of Maturity provision hereof.
Dated:
---------------------------- -----------------------------------
Signature
SIGNATURE GUARANTEED:
Sign exactly as name appears on the
front of this Security [SIGNATURE
GUARANTEED - required only if
Securities are to be issued and
delivered to other than the
- ---------------------------------- registered holder]
Principal amount to be repaid, if Fill in for registration of
amount to repaid is less than the Securities if to be issued
principal amount of this Security otherwise than to the registered
(principal amount remaining must be holder:
an authorized denomination)
Name:
------------------------------
Address:
---------------------------
-----------------------------------
(Please print name and address,
including zip code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
-----------------------------------
13
<PAGE>
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 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.
14
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- --------------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee
- --------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
the within Security of UNITED TECHNOLOGIES CORPORATION and all rights
thereunder and does hereby irrevocably constitute and appoint
- --------------------------------------------------------------------------------
to transfer the said Security on the books of the within-named
Company, with full power of substitution in the promises.
Date
-------------------------
SIGNATURE GUARANTEED:
------------------------------------
------------------------------------
NOTICE: The signature to this
assignment must correspond with the
- ----------------------------- name as it appears upon the face of
the within Security in every
particular, without alteration or
enlargement or any change
whatsoever.
15
CUSIP NO. PRINCIPAL AMOUNT
Registered
No. FL-
UNITED TECHNOLOGIES CORPORATION
MEDIUM-TERM NOTE, SERIES B
(FLOATING RATE)
Due from Nine Months to Thirty Years from Date of Issue
If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, this
Security is a Global Security and the following legend is applicable: Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) 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 requested by an
authorized representative of The Depository Trust Company, and any payment is
made to CEDE & CO., 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
BASE RATE:
INITIAL INTEREST RATE:
INDEX MATURITY:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
AUTHORIZED DENOMINATIONS:
<PAGE>
CALCULATION AGENT:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST RESET PERIOD:
INTEREST RESET DATES:
INTEREST PAYMENT PERIOD:
INTEREST PAYMENT DATES:
REPORTING SERVICE:
DESIGNATED CMT TELERATE PAGE:
DESIGNATED CMT MATURITY INDEX:
SINKING FUND:
SPECIFIED CURRENCY:
EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY:
|_| YES |_| NO
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
OPTION TO ELECT REPAYMENT: |_| YES |_| NO
OPTIONAL REPAYMENT DATES:
OPTIONAL REPAYMENT PRICES:
OPTIONAL INTEREST RATE RESET: |_| YES |_| NO
2
<PAGE>
OPTIONAL RESET DATES:
OPTIONAL EXTENSION OF MATURITY: |_| YES |_| NO
LENGTH OF EXTENSION PERIOD:
NUMBER OF EXTENSION PERIODS:
FINAL MATURITY DATE:
DEPOSITORY:
OPTIONAL REDEMPTION: |_| YES |_| NO
INITIAL REDEMPTION DATE:
DEFEASANCE: |_| YES |_| No
COVENANT DEFEASANCE: |_| YES |_| NO
OTHER PROVISIONS:
IF APPLICABLE AS DESCRIBED ABOVE, THE REDEMPTION PRICE SHALL INITIALLY
BE % OF THE PRINCIPAL AMOUNT OF THIS SECURITY AND SHALL DECLINE AT EACH
ANNIVERSARY (EACH SUCH DATE, A "REDEMPTION DATE") OF THE INITIAL REDEMPTION DATE
BY % OF SUCH PRINCIPAL AMOUNT UNTIL THE REDEMPTION PRICE IS 100% OF SUCH
PRINCIPAL AMOUNT; PROVIDED, HOWEVER, THAT, IF THIS SECURITY IS A DISCOUNT
SECURITY, THE REDEMPTION PRICE SHALL BE THE AMORTIZED FACE AMOUNT, AS DESCRIBED
ON THE REVERSE HEREOF. A DISCOUNT SECURITY IS ANY SECURITY FOR WHICH THE TOTAL
AMOUNT OF OID SPECIFIED ABOVE IS GREATER THAN ZERO.
UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (herein called
the "Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to , or
registered assigns, the principal sum of on the Stated Maturity Date shown above
and to pay interest thereon at the Initial Interest Rate shown above from the
Original Issue Date shown above until the first Interest Reset Date shown above
3
<PAGE>
following the Original Issue Date and thereafter at the Base Rate shown above,
plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if
any, shown above, determined in accordance with the provisions on the reverse
hereof, until the principal hereof is paid or made available for payment. The
Company will pay interest on each Interest Payment Date specified above,
commencing with the first Interest Payment Date next succeeding the Original
Issue Date, and at Maturity; provided, however, that any payment of principal
(and premium, if any) or interest to be made on any Interest Payment Date or on
a date of Maturity that is not a Business Day shall be made on the next
succeeding Business Day (except that if the Base Rate specified above is LIBOR,
and such day falls in the next succeeding calendar month, such payment will be
made on the next preceding Business Day) as described on the reverse hereof. For
purposes of this Security, "Business Day" means any day, other than a Saturday
or Sunday, that meets each of the following applicable requirements: the day is
(a) not a day on which banking institutions are authorized or required by law or
regulation to be closed in The City of New York, (b) if the Specified Currency
shown above is not U.S. dollars, (i) not a day on which banking institutions are
authorized or required by law or regulation to close in the financial center of
the country issuing the Specified Currency (which, in the case of European
Currency Units, shall be Brussels, Belgium) and (ii) a day on which banking
institutions in such financial center are carrying out transactions in such
Specified Currency and (c) if the Base Rate shown above is LIBOR, a London
Banking Day. "London Banking Day" means any day on which dealings in deposits in
the Specified Currency are transacted in the London interbank market.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date or at Maturity will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the fifteenth day (whether
or not a Business Day) next preceding such Interest Payment Date (a "Regular
Record Date") in the case of interest payments other than at Maturity, and on
the date of Maturity in the case of an interest payment at Maturity, whether or
not such Regular Record Date or date of Maturity is a Business Day; provided,
however, that, in the case of a Security originally issued between a Regular
Record Date and the initial Interest Payment Date relating to such Security,
interest for the period beginning on the Original Issue Date and ending on such
initial Interest Payment Date shall be paid on such initial Interest Payment
Date to the Person to whom such Security shall have been originally issued;
provided further that in the case of a Global Security originally issued between
a Regular Record Date and the initial Interest Payment Date relating to such
Security, interest for the period beginning on the Original Issue Date and
ending on such initial Interest Payment Date shall be paid on the Interest
Payment Date following the next succeeding Regular Record Date to the registered
Holder on such next succeeding Regular Record Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (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
Securities of this series not less
4
<PAGE>
than ten days prior to such Special Record Date, or be paid at any time in any
other lawful manner, all as more fully provided in said Indenture.
All payments in respect of this Security will be made in U.S. dollars
regardless of the Specified Currency shown above unless the Holder hereof makes
the election described below. If the Specified Currency shown above is other
than U.S. dollars, the Company or its agent will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; provided, however, that the Holder hereof may, if so indicated above,
elect to receive all payments in such Specified Currency by delivery of a
written request to the Company's co-paying agent (the "Co-Paying Agent") in The
City of New York, which must be received by the Co-Paying Agent on or prior to
the applicable record date or at least fifteen calendar days prior to Maturity,
as the case may be; provided further that if the Holder of this Security elects
to receive all such payments in a Specified Currency that is replaced by a
single European currency (expected to be named the euro), the amount of
principal of, premium, if any, or interest payable on any Security denominated
in such currency shall be determined in the new single European currency in
conformity with legally applicable measures taken pursuant to, or by virtue of,
the treaty establishing the European Community, as amended by the treaty on
European Union. Such election will remain in effect unless and until changed by
written notice to the Co-Paying Agent, but the Co-Paying Agent must receive
written notice of any such change on or prior to the applicable record date or
at least fifteen calendar days prior to Maturity, as the case may be. Until the
Securities are paid or payment therefor is provided for, the Company will, at
all times, maintain a Co-Paying Agent in The City of New York capable of
performing the duties described herein to be performed by the Co-Paying Agent.
The Company has appointed State Street Bank and Trust Company, N.A., New York,
New York, as Co-Paying Agent. If the Company determines that the Specified
Currency is not available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions of or
within the international banking community, then the Holder hereof may not so
elect to receive payments in the Specified Currency, and any such outstanding
election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency
shown above, the obligations of the Company with respect to payments on this
Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.
5
<PAGE>
Unless otherwise shown above, payment of interest on this Security
(other than at Maturity) will be made by check (from an account at a bank
outside the United States if such check is payable in a currency other than U.S.
dollars) mailed to the registered address of the Person entitled them; provided
that, if the Holder hereof is the Holder of U.S. $10,000,000 or more in
aggregate principal amount of Securities of like tenor and term (or the
equivalent thereof in a Specified Currency other than U.S. dollars determined as
provided on the reverse hereof), such interest payments will be made in
immediately available funds, but only if appropriate instructions have been
received in writing by the Co-Paying Agent on or prior to the applicable record
date. Simultaneously with any election by the Holder hereof to receive payments
in respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder may, if applicable, provide appropriate instructions to the Co-Paying
Agent, and all such payments will be made in immediately available funds to an
account maintained by the payee with a bank located outside the United States.
Unless otherwise specified above, the principal hereof (and premium, if any) and
interest hereon payable at Maturity will be paid to the Holder on the date of
Maturity in immediately available funds (payable to an account maintained by the
payee with a bank located outside the United States if payable in a Specified
Currency other than U.S. dollars) upon surrender of this Security at the office
of the Co-Paying Agent maintained for that purpose in The City and State of New
York (or at such other location as may be specified above), provided that this
Security is presented to the Co-Paying Agent in time for the Co-Paying Agent to
make such payments in accordance with its normal procedures. The Company will
pay any administrative costs imposed by banks in connection with making payments
in immediately available funds, but any tax, assessment or governmental charge
imposed upon payments will be borne by the Holders of the Securities in respect
of which such payments are made.
If the registered owner of this Security (as indicated above) is the
Depository or a nominee of the Depository, this Security is a Global Security
and the following legend is applicable except as specified on the reverse
hereof: THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
6
<PAGE>
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: UNITED TECHNOLOGIES CORPORATION
By:
-----------------------------------------
Name:
Title: Vice President, Treasurer
Attest:
-------------------------------------
Name:
Title: Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY
As Trustee
By:
-------------------------------
Name:
Title:
7
<PAGE>
[Reverse of Security)
UNITED TECHNOLOGIES CORPORATION
MEDIUM-TERM NOTES, SERIES B
Section 1. General. This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of April 1, 1990, as
it may be supplemented from time to time (herein called the "Indenture"),
between the Company and State Street Bank and Trust Company (as successor to The
Connecticut National Bank), as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture with respect to the series of
which this Security is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series set forth on the face hereof, unlimited in aggregate principal
amount.
Section 2. Payments. If the Specified Currency is other than U.S.
dollars, the amount of any U.S. dollar payment to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "Exchange Rate Agent"), based on the indicative quotation
The City of New York selected by such Exchange Rate Agent at approximately 11:00
a.m., New York City time, on the second Business Day preceding the applicable
payment date that yields the largest number of U.S. dollars upon conversion of
the Specified Currency. Such selection shall be made, as specified on the face
hereof, from among the quotations from three recognized foreign exchange dealers
in The City of New York selected by the Exchange Rate Agent and approved by the
Company (one of which may be the Exchange Rate Agent) for the purchase by the
quoting dealer, for settlement on such payment date, of the Specified Currency
for U.S. dollars. If no such bid quotations are available, payments will be made
in the Specified Currency unless such Specified Currency is unavailable as
provided below.
If the Specified Currency is other than U.S. dollars and the Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in The City of New
York for cable transfers in the Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate")
for such Specified Currency on the second Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then available, the
Company will be entitled to make payments in U.S. dollars (i) if such Specified
Currency is not a composite currency, on the basis of the most recently
available Market Exchange Rate for such Specified Currency or (ii) if such
Specified Currency is a composite currency, in an amount determined by the
Exchange Rate Agent to be the sum of the results obtained
8
<PAGE>
by multiplying the number of units of each component currency of such composite
currency, as of the most recent date on which such composite currency was used
by the Market Exchange Rate for such component currency on the second Business
Day prior to such payment date (or if such Market Exchange Rate is not then
available, by the most recently available Market Exchange Rate for such
component currency). From the start of the third stage of European Economic and
Monetary Union, payments on this Security that are required to be made in ECU
will be payable in euro at the rate of one euro for one ECU, and the provisions
discussed in this paragraph will not result in payment in U.S. dollars in such
circumstances unless euros are no longer used in the European Monetary System.
All currency exchange costs will be borne by the Company unless the
Holder of this Security has made an election to receive all payments in a
Specified Currency other than U.S. dollars. In that case, the Holder of this
Security shall bear its pro rata portion of currency exchange costs, if any,
with all other electing Holders by deductions from payments otherwise due.
Section 3. Interest Rate Calculations. This Security will bear interest
from its Original Issue Date to the first Interest Reset Date at the Initial
Interest Rate set forth on the face hereof. Thereafter, the interest rate hereon
for each Interest Reset Period will be determined by reference to the Base Rate
set forth on the face hereof, plus or minus the Spread, if any, or multiplied by
the Spread Multiplier, if any, set forth on the face hereof.
As set forth on the face hereof, this Security may also have either or
both of the following: (i) a maximum limitation, or ceiling, on the rate at
which interest may accrue during any interest period ("Maximum Interest Rate"),
and (ii) a minimum limitation, or floor, on the rate at which interest may
accrue during any interest period ("Minimum Interest Rate"). In addition to any
Maximum Interest Rate that may be set forth on the face hereof, the interest
rate on this Security will in no event be higher than the maximum rate permitted
by applicable law, as the same may be modified by United States law of general
application.
The rate of interest hereon will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (the "Interest Reset Period"), as set forth
on the face hereof. Unless otherwise set forth on the face hereof, the date or
dates on which interest will be reset (each an "Interest Reset Date") will be,
if this Security resets daily, each Business Day; if this Security (unless the
Base Rate set forth on the face hereof is the Treasury Rate) resets weekly, the
Wednesday of each week; if the Base Rate set forth on the face hereof is the
Treasury Rate, and this Security resets weekly, the Tuesday of each week (except
as provided below); if this Security resets monthly, the third Wednesday of each
month; if this Security resets quarterly, the third Wednesday of March, June,
September and December; if the Security resets semi-annually, the third
Wednesday of the two months set forth on the face hereof; and if this Security
resets annually, the third Wednesday of the month set forth on the face hereof,
provided, however, that (a) the interest rate in effect from the Issue Date to
the first Interest Reset Date will be the Initial Interest Rate as set forth on
the face hereof and (b)
9
<PAGE>
the interest rate in effect for the ten days immediately prior to Maturity will
be that in effect on the tenth day preceding such Maturity. If an Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be the next succeeding Business Day, except that, if the Base Rate
set forth on the face hereof is LIBOR, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the next preceding
Business Day. If the Base Rate set forth on the face hereof is the Treasury
Rate, and an auction for Treasury bills falls on a day that is an Interest Reset
Date for this Security, such Interest Reset Date shall be the next succeeding
Business Day.
Unless otherwise set forth on the face hereof, the interest payable
hereon on each Interest Payment Date and at Maturity shall be the amount of
interest accrued from and including the Original Issue Date or the last Interest
Payment Date to which interest has been paid to, but excluding, such Interest
Payment Date or date of Maturity, as the case may be. If the interest rate is
reset daily or weekly, interest payable hereon will be the amount of interest
accrued from and including the Original Issue Date or from and excluding the
last date to which interest has been paid, as the case may be, to, and
including, the Regular Record Date immediately preceding such Interest Payment
Date, except that at Maturity, the interest payable will include interest
accrued to, but excluding, the date of Maturity. Accrued interest will be
calculated by multiplying the principal amount hereof by an accrued interest
factor. Such accrued interest factor will be computed by adding the interest
factors calculated for each day in the period for which accrued interest is
being calculated. The interest factor for each such day is computed by dividing
the interest rate applicable on such day by 360, if the Base Rate set forth on
the face hereof is the CD Rate, Commercial Paper Rate, Federal Funds Rate,
LIBOR, CMT Rate or Prime Rate or by the actual number of days in the year, if
the Base Rate set forth on the face hereof is the Treasury Rate. The interest
rate applicable to any day that is an Interest Reset Date is the interest rate
as determined, in accordance with the procedures hereinafter set forth, with
respect to the Interest Determination Date (as defined below) pertaining to such
Interest Reset Date. The interest rate applicable to any other day is the
interest rate for the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate, as set forth on the face hereof).
Unless otherwise set forth on the face hereof, all percentages resulting
from any calculation of the rate of interest hereon will be rounded, if
necessary, to the nearest one hundred-thousandth of a percent (.0000001), with
five one-millionths of a percentage point rounded upward, and all currency
amounts used in or resulting from such calculation will be rounded to the
nearest one-hundredth of a unit (with five one-thousandths of a unit being
rounded upwards).
Unless otherwise set forth on the face hereof, interest will be payable,
if this Security resets daily or weekly or monthly, on the third Wednesday of
each month or on the third Wednesday of March, June, September and December of
each year, as set forth on the face hereof; if this Security resets quarterly,
on the third Wednesday of March, June, September and December of each year; if
this Security resets semi-annually, on the third Wednesday of
10
<PAGE>
the two months set forth on the face hereof; and if this Security resets
annually, on the third Wednesday of the month set forth on the face hereof, and
in each case, at Maturity. Unless otherwise set forth on the face hereof, if an
Interest Payment Date would otherwise be a day that is not a Business Day, such
Interest Payment Date shall be the next succeeding Business Day, except that, if
the Base Rate set forth on the face hereof is LIBOR and such day would fall in
the next succeeding calendar month, such Interest Payment Date will be the next
preceding Business Day. Any payment of principal (and premium, if any) and
interest required to be made on this Security on a date of Maturity that is not
a Business Day will be made on the next succeeding Business Day, except in the
case of LIBOR Securities, if such Business Day would fall in the next succeeding
calendar month, such payment will be made on the next preceding Business Day (in
each case with the same force and effect as if made on such date of Maturity,
and no additional interest shall accrue as a result of any such delayed
payment).
If the Base Rate set forth on the face hereof is the CD Rate, the
Commercial Paper Rate, the Federal Funds Rate, the CMT Rate or the Prime Rate
the "Interest Determination Date" pertaining to an Interest Reset Date for this
Security will be the second Business Day next preceding such Interest Reset
Date. If the Base Rate set forth on the face hereof is LIBOR, the "Interest
Determination Date" pertaining to an Interest Reset Date for this Security will
be the second London Banking Day next preceding such Interest Rate Date. If the
Base Rate set forth on the face hereof is the Treasury Rate, the "Interest
Determination Date" pertaining to an Interest Reset Date for this Security will
be the day of the week, in which such Interest Reset Date falls, on which
Treasury bills of the Index Maturity set forth on the face hereof are auctioned.
Treasury bills are normally sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week.
The "Calculation Date," where applicable, pertaining to an Interest
Determination Date, is the tenth calendar day after such Interest Determination
Date or if any such day is not a Business Day, the next succeeding Business Day.
The Company will appoint and enter into an agreement with an agent (a
"Calculation Agent") to calculate the rate of interest on the Securities of this
series which bear interest at a floating rate. Unless otherwise set forth on the
face hereof, State Street Bank and Trust Company will be the Calculation Agent.
At the request of the Holder hereof, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate that will
become effective on the next Interest Reset Date.
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Subject to applicable provisions of law and except as specified herein,
with respect to each Interest Determination Date, the rate of interest shall be
the rate determined by the Calculation Agent in accordance with the provisions
of the applicable heading below.
Determination of CD Rate. If the Base Rate set forth on the face hereof
is the CD Rate, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to the CD Rate and the Spread or
Spread Multiplier, if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "CD Rate" means, with respect to any Interest
Determination Date, the rate on such date for negotiable certificates of deposit
having the Index Maturity set forth on the face hereof as published by the Board
of Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates," or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15(519)") under the heading "CDs (Secondary
Market)" or, if not so published by 9:00 am., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the CD Rate
will be the rate on such Interest Determination Date for negotiable certificates
of deposit of the Index Maturity set forth on the face hereof as published by
the Federal Reserve Bank of New York in its daily statistical release,
"Composite 3:30 p.m. Quotations for U.S. Government Securities," or any
successor publication of the Federal Reserve Bank of New York ("Composite
Quotations") under the heading "Certificates of Deposit." If such rate is not
yet published in Composite Quotations by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the CD
Rate on such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 am., New York City time, on such Interest Determination Date, of three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent for negotiable certificates
of deposit of major United States money center banks of the highest credit
standing (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity set forth on the face hereof in a
denomination of U.S. $5,000,000; provided, however, that, if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the rate of interest in effect for the applicable period will be
the rate of interest in effect on such Interest Determination Date.
Determination of Commercial Paper Rate. If the Base Rate set forth on
the face hereof is the Commercial Paper Rate, this Security will bear interest
for each Interest Reset Period at the interest rate calculated with reference to
the Commercial Paper Rate and the Spread or Spread Multiplier, if any, set forth
on the face hereof Unless otherwise set forth on the face hereof, the
"Commercial Paper Rate" means, with respect to any Interest Determination Date,
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity set forth on the face hereof, as such
rate shall be published by the Board of Governors of the Federal Reserve System
in H.15(519) under the heading "Commercial Paper--Nonfinancial" or, if
unavailable, such other headings representing commercial paper issued by
non-financial entities whose bond rating is "AA"
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or the equivalent from a nationally recognized rating agency. In the event that
such rate is not published prior to 9:00 a.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield on such Interest
Determination Date of the rate for commercial paper of the Index Maturity set
forth on the face hereof as published by the Federal Reserve Bank of New York in
Composite Quotations under the heading "Commercial Paper." If such rate is not
yet published in Composite Quotations by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Commercial
Paper Rate shall be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 a.m., New York City time, on such Interest Determination Date
of three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent for commercial paper of the Index Maturity set forth on
the face hereof, placed for industrial issuers whose bond rating is "AA," or the
equivalent, from a nationally recognized rating agency; provided, however, that,
if the dealers selected as aforesaid by the Calculation Agent are not quoting
offered rates as mentioned in this sentence, the rate of interest in effect for
the applicable period will be the rate of interest in effect on such Interest
Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
MONEY MARKET YIELD = D x 360 x 100
------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Index Maturity.
Determination of Federal Funds Rate. If the Base Rate set forth on the
face hereof is the Federal Funds Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Federal Funds Rate and the Spread or Spread Multiplier, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof, the "Federal Funds
Rate" means, with respect to any Interest Determination Date, the rate on such
date for Federal funds as published by the Board of Governors of the Federal
Reserve System in H.15(519) under the heading "Federal Funds (Effective)" or, if
not so published by 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Federal Funds Rate will be
the rate on such Interest Determination Date as published by the Federal Reserve
Bank of New York in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not yet published in Composite Quotations
by 3:00 p.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Federal Funds Rate for such Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight Federal Funds
arranged by three leading brokers of Federal Funds transactions in The City of
New York selected by the Calculation Agent as of
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11:00 am., New York City time, on such Interest Determination Date; provided,
however, that, if the brokers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the rate of interest in effect for
the applicable period will be the rate of interest in effect on such Interest
Determination Date.
Determination of LIBOR. If the Base Rate set forth on the face hereof is
LIBOR, this Security will bear interest for each Interest Reset Period at the
interest rate calculated with reference to LIBOR and the Spread or Spread
Multiplier, if any, set forth on the face hereof. With respect to Securities
indexed to the London interbank offered rate for U.S. dollar deposits, unless
otherwise set forth on the face hereof, "LIBOR" means the rate determined by the
Calculation Agent as follows:
(i) (a) If "LIBOR Reuters" is specified on the face hereof as the
Reporting Service, with respect to an Interest Determination Date, the
Calculation Agent will determine the arithmetic mean of the offered
rates for deposits in U.S. dollars for the period of the Index Maturity
set forth on the face hereof which appears on the "Reuters Screen LIBO
Page" at approximately 11:00 a.m., London time, on such Interest
Determination Date. "Reuters Screen LIBO Page" means the display
designated as page "LIBO" on the Reuters Monitor Money Rates Service (or
such other page as may replace the LIBO page on that service for the
purpose of displaying London interbank offered rates of major banks). If
at least two such offered rates appear on the Reuters Screen LIBO Page,
LIBOR with respect to such Interest Determination Date will be such
arithmetic mean. If fewer than two such offered rates so appear, then
LIBOR with respect to such Interest Determination Date will be
determined in accordance with (ii) below.
(b) If "LIBOR Telerate" is specified on the face hereof as the
Reporting Service, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified, LIBOR will be the rate for U.S. dollar deposits having the
specified Index Maturity, commencing on the second Business Day
immediately following such Interest Determination Date, which appears on
the display designated on page "3750" on the Telerate Service (or such
other page as may replace the "3750" page on the service for the purpose
of displaying London interbank offered rates of major banks) (or, if
such display is not available at any such time, a comparable display, as
determined in the sole discretion of, and selected by, the Calculation
Agent, of London interbank offered rates of major banks as may be
available from a similar service) ("Telerate Page 3750") as of 11:00 am.
London time, on such Interest Determination Date. If no rate appears,
LIBOR with respect to such Interest Reset Date will be determined as
described in (ii) below.
(ii) With respect to an Interest Determination Date, if LIBOR
Reuters is the applicable interest rate basis for determing LIBOR, and
if fewer than two such offered rates appear on the Reuters Screen LIBO
Page, or if LIBOR Telerate is the
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applicable interest rate basis for determining LIBOR and no rate appears
on Telerate Page "3750," the Calculation Agent will request the
principal London office of each of four major banks in the London
interbank market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in U.S.
dollars for the period of the Index Maturity set forth on the face
hereof commencing on such Interest Reset Date to prime banks in the
London interbank market at approximately 11:00 a.m., London time, on
such Interest Determination Date and in a principal amount equal to an
amount of not less than U.S.$1 million that is representative of a
single transaction in such market at such time. If at least two such
quotations are provided, LIBOR will be the arithmetic mean of such
quotations. If fewer than two such quotations are provided, LIBOR in
respect of such Interest Determination Date will be the arithmetic mean
of rates quoted by three major banks in The City of New York selected by
the Calculation Agent (after consultation with the Company) at
approximately 11:00 a.m., New York City time, on such Interest
Determination Date for loans in U.S. dollars to leading European banks,
for the period of the Index Maturity set forth on the face hereof,
commencing on such Interest Reset Date and in a principal amount equal
to an amount of not less than U.S.$1 million that is representative of a
single transaction in such market at such time; provided, however, that,
if fewer than three banks selected as aforesaid by the Calculation Agent
are quoting rates as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the rate of interest in effect
on such Interest Determination Date.
If this Security is indexed to the London interbank offered rate for
deposits in a Specified Currency other than U.S. dollars, the method for
determining such rate will be set forth on the face hereof.
Determination of Treasury Rate. If the Base Rate set forth on the face
hereof is the Treasury Rate, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Treasury Rate
and the Spread or Spread Multiplier, if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, the "Treasury Rate" means, with
respect to any Interest Determination Date, the rate for the auction held on
such date of direct obligations of the United States ("Treasury bills") having
the Index Maturity set forth on the face hereof as published by the Board of
Governors of the Federal Reserve System in H.15(519) under the heading "U.S.
Government Securities--Treasury bills--auction average (investment)" or, if not
so published by 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the auction average rate
(expressed as a bond equivalent, rounded to the nearest one-hundredth of a
percent, with five one-thousandths of a percent rounded upward, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the Index
Maturity set forth on the face hereof are not published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date or
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<PAGE>
if no such auction is held on such Interest Determination Date, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent, rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upward, on the basis of a year of 365 or 366 days, as applicable, and applied on
a daily basis) of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on such Interest Determination
Date, of three leading primary United States government securities dealers
selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity set forth on the face hereof;
provided, however, that, if the dealers selected as aforesaid by the Calculation
Agent are not quoting bid rates as mentioned in this sentence, the interest rate
for the applicable period will be the interest rate in effect on such Interest
Determination Date.
Determination of CMT Rate. If the Base Rate set forth on the face hereof
is the CMT Rate, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to the CMT Rate and the Spread or
Spread Multiplier, if any, set forth on the face hereof,
Unless otherwise set forth on the face hereof, the "CMT Rate" means,
with respect to any Interest Determination Date, the rate displayed on the
Designated CMT Telerate Page (as defined below) under the caption "Treasury
Constant Maturities--Federal Reserve Board Release H.15--Mondays Approximately
3:45 p.m.", under the column for the Designated CMT Maturity Index for (i) if
the Designated CMT Telerate Page is 7055 or any successor page, the rate on such
Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052
or any successor page, the week, or the month, as applicable, ended immediately
preceding the week in which the related Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page or is not displayed by
3:00 p.m., New York City time, on the related Calculation Date, then the CMT
Rate for such Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (as defined below) as
published in the relevant H.15(519). If such rate is no longer published or is
not published by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate on such Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such information is not
provided by 3:00 p.m., New York City time, on the related Calculation Date, then
the CMT Rate on the Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 p.m.,
New York City time, on such interest Determination Date reported, according to
their written records, by three leading primary
16
<PAGE>
United States governmental securities dealers (each, a "CMT Rate Reference
Dealer") in The City of New York (which may include the Agents or their
affiliates) selected by the Calculation Agent (from five such CMT Rate Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States ("Treasury
Notes") with an original maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year. If the Calculation Agent is unable to obtain
three such Treasury Note quotations, the CMT Rate on such Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on such Interest Determination Date
of three CMT Rate Reference Dealers in The City of New York (from five such CMT
Rate Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of at least $100
million. If three or four (and not five) of such CMT Rate Reference Dealers are
quoting as described above, then the CMT Rate will be based on the arithmetic
mean of the offer side prices obtained and neither the highest nor the lowest of
such quotes will be eliminated; provided, however, that if fewer than three CMT
Rate Reference Dealers so selected by the Calculation Agent are quoting rates as
mentioned herein, the CMT Rate determined as of such Interest Determination Date
will be the CMT Rate in effect on such Interest Determination Date. If two
Treasury Notes with an original maturity as described in the second preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the Calculation Agent will obtain from five CMT Rate Reference
Dealers quotations for the Treasury Note with the shorter remaining term to
maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones
Markets Service on the page specified on the face hereof (or any other page as
may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)). If no such page is specified on
the face hereof, the Designated CMT Telerate page shall be 7052 for the most
recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.
Determination of Prime Rate. If the Base Rate set forth on the face
hereof is the Prime Rate, this Security will bear interest for each Interest
Reset Period at the interest rate
17
<PAGE>
calculated with reference to the Prime Rate and the Spread or Spread Multiplier,
if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, the "Prime Rate" means,
with respect to any Interest Reset Date, the rate set forth for the relevant
Interest Determination Date in H.15(519) under the heading "Bank Prime Loan." In
the event that such rate is not published prior to 9:00 a.m., New York City
time, on the relevant Calculation Date, then the Prime Rate with respect to such
Interest Reset Date will be determined by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the display designated as page "USPRIME 1" on the Reuters Monitor
Money Rates Service (or such other page as may replace the USPRIME 1 page on
that service for the purpose of displaying prime rates or base lending rates of
major United States banks) ("Reuters Screen USPRIME 1 Page") as such bank's
prime rate or base lending rate as in effect for such Interest Determination
Date as quoted on the Reuters Screen USPRIME 1 Page on such Interest
Determination Date. If fewer than four such rates appear on the Reuters Screen
USPRIME 1 Page on such Interest Determination Date, the Prime Rate with respect
to such Interest Reset Date will be determined by the Calculation Agent and will
be the arithmetic mean of the prime rates or base lending rates (quoted on the
basis of the actual number of days in the year divided by a 360-day year) as of
the close of business on such Interest Determination Date by three major banks
in The City of New York selected by the Calculation Agent; provided, however,
that if fewer than three banks selected as aforesaid by the Calculation Agent
are quoting rates as mentioned in this sentence, the Prime Rate with respect to
such Interest Reset Date will be the Prime Rate in effect on such Interest
Determination Date.
Reference herein to "U.S. dollars" or "U.S.$" or "$" are to the currency
of the United States of America.
Section 4. Redemption. If so specified on the face hereof, the Company
may at its option redeem this Security in whole or from time to time in part on
or after the date designated as the Initial Redemption Date on the face hereof
at prices declining from a specified premium, if any, to par together with
accrued interest to the Redemption Date. The Company may exercise such option by
causing the Trustee to mail, first class postage prepaid, a notice of such
redemption at least 30 but not more than 60 days prior to the Redemption Date,
setting forth the applicable redemption price, Redemption Date, and principal
amount of this Security to be redeemed. In the event of redemption of this
Security in part only, a new Security or Securities for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof. If less than all of the Securities with like tenor and terms to this
Security are to be redeemed, the Securities to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate.
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Section 5. Optional Repayment. If so specified on the face hereof, this
Security will be repayable prior to the Stated Maturity Date at the option of
the Holder on the Optional Repayment Dates shown on the face hereof at the
Optional Repayment Prices shown on the face hereof together with accrued
interest to the applicable Optional Repayment Date. In order for this Security
to be repaid, the Company must receive at least 30 but not more than 45 days
prior to an Optional Repayment Date this Security with the form below entitled
"Option to Elect Repayment" duly completed. Any tender of this Security for
repayment shall be irrevocable, except as otherwise provided in Sections 5 and 6
hereof. The repayment option may be exercised by the Holder of this Security for
less than the entire principal amount of the Security; provided that the
principal amount of the Security remaining outstanding after repayment is an
authorized denomination. Upon such partial repayment this Security shall be
cancelled and a new Security or Securities for the remaining principal amount
hereof shall be issued in the name of the Holder of this Security.
Section 6. Optional Interest Reset. If so specified on the face hereof,
the interest rate on this Security may be reset by the Company on the date or
dates specified on the face hereof (each an "Optional Reset Date"). The Company
may exercise such option with respect to this Security by notifying the Trustee
of such exercise at least 50 but not more than 60 days prior to the Optional
Reset Date for this Security. Not later than 40 days prior to each Optional
Reset Date, the Trustee will mail to the Holder of this Security a notice (the
"Reset Notice"), first class, postage prepaid, setting forth (i) the election of
the Company to reset the interest rate, (ii) such new interest rate and (iii)
the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Stated Maturity Date of this Security (each such period, a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
provided for in the Reset Notice and establish a higher interest rate for the
Subsequent Interest Period commencing on such Optional Reset Date by causing the
Trustee to mail notice of such higher interest rate to the Holder of this
Security. Such Notice shall be irrevocable. All Securities with respect to which
the interest rate is reset on an Optional Reset Date will bear such higher
interest rate, whether or not tendered for repayment.
If the Company elects to reset the interest rate, the Holder of this
Security will have the option to elelect repayment by the Company of the
principal of this Security on any Optional Reset Date at a price equal to the
principal amount hereof plus any accrued interest to such Optional Reset Date.
In order to obtain repayment on an Optional Reset Date, the Holder must follow
the procedures set forth above for optional repayment except that the period for
delivery of this Security or notification to the Trustee shall be at least 25
but not more than 35 days prior to such Optional Reset Date and except that, if
the Holder has
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tendered this Security for repayment pursuant to the Reset Notice, the Holder
may, by written notice to the Trustee, revoke any such tender for repayment
until the close of business on the tenth day prior to such Optional Reset Date.
Section 7. Optional Extension of Maturity. If so specified on the face
hereof, the Stated Maturity Date of this Security may be extended at the option
of the Company for the period or periods specified on the face hereof (each, an
"Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face hereof. The Company may exercise such option with respect to
this Security by notifying the Trustee of such exercise at least 50 but not more
than 60 days prior to the Stated Maturity Date of this Security in effect prior
to the exercise of such option (the "Original Stated Maturity Date"). If the
Company exercises such option, the Trustee will mail to the Holder of this
Security not later than 40 days prior to the Original Stated Maturity Date a
notice (the "Extension Notice"), first class, postage prepaid, indicating (i)
the election of the Company to extend the Stated Maturity Date, (ii) the new
Stated Matirity Date, (iii) the interest rate applicable to the Extension Period
and (iv) the provisions, if any, for redemption during such Extension Period,
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Extension
Period. Upon the Trustee's mailing of the Extension Notice, the Stated Maturity
Date of this Security shall be extended automatically and, except as modified by
the Extension Notice and as described in the next paragraph, this Security will
have the same terms as prior to the mailing of such Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Original Stated Maturity Date of this Security the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to mail
notice of such higher interest rate, first class, postage prepaid, to the Holder
of this Security. Such notice shall be irrevocable. All Securities with respect
to which the Stated Maturity Date is extended will bear such higher interest
rate for the Extension Period, whether or not tendered for repayment as
described below.
If the Company elects to extend the Stated Maturity Date of this
Security, the Holder will have the option to elect repayment of this Security by
the Company on the Original Stated Maturity Date at a price equal to the
principal amount hereof, plus any accrued interest to such date. In order to
obtain repayment on the Original Stated Maturity Date once the Company has
extended the Stated Maturity Date hereof, the Holder must follow the procedures
set forth above for optional repayment except that the period for delivery of
this Security or notification to the Trustee shall be at least 25 but not more
than 35 days prior to the Original Stated Maturity Date and except that, if the
Holder has tendered this Security for repayment pursuant to an Extension Notice,
the Holder may by written notice to the Trustee revoke any such tender for
repayment until the close of business on the tenth day prior to the Original
Stated Maturity Date.
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Section 8. Sinking Fund. Unless otherwise specified on the face hereof,
this Security will not be subject to any sinking fund.
Section 9. Discount Securities. If this Security is a Discount Security,
the amount payable in the event of redemption by the Company, repayment at the
option of the Holder or acceleration of Maturity, in lieu of the principal
amount due at the Stated Maturity hereof, shall be equal to the sum of (i)
unpaid interest, if any, on this Security accrued from the date of issue to the
date of such redemption, repayment or acceleration of maturity, as the case may
be, and (ii) the Amortized Face Amount of this Security as of the date of such
redemption, repayment or acceleration. The "Amortized Face Amount" of this
Security shall be the amount equal to (a) the Issue Price (as set forth on the
face hereof) plus (b) that portion of the difference between the Issue Price and
the principal amount hereof that has accrued at the Yield to Maturity (as set
forth on the face hereof) (computed in accordance with generally accepted United
States bond yield computation principles) at the date as of which the Amortized
Face Amount is calculated, but in no event shall the Amortized Face Amount of
this Security exceed its stated principal amount.
Section 10. Modification and Waivers; Obligation of the Company
Absolute. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of all Securities at the time Outstanding to be affected. The Indenture also
contains provisions permitting the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture, and contains provisions permitting the
Holders of not less than a majority in aggregate principal amount, in certain
instances of the Outstanding Securities of individual series and in other
instances of all Securities at the time Outstanding, to waive on behalf of all
of the Holders of Securities of such individual series or of the Holders of all
Securities at the time Outstanding, as the case may be, certain past defaults
under the Indenture and their consequences. Any such consent or waiyer by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security 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 Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay or make provision as provided in Article
Fourteen of the Indenture for the payment of the amount of principal of (and
premium, if any) and interest on this Security herein provided, and at the
times, place and rate, and in the coin or currency, herein prescribed.
21
<PAGE>
Section 11. Defeasance and Covenant Defeasance. The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of the
Company on this Security and (b) certain restrictive covenants and the related
defaults and Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security, unless
otherwise specified on the face hereof.
Section 12. Authorized Denominations. The Securities of this series are
issuable only in global or certificated registered form, without coupons and,
unless otherwise specified above (and other than Global Securities), in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set
forth and to the limitations described below, if applicable, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.
Section 13. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Seecurity Registrar duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
If this Security is a Global Security, this Security is exchangeable
only if the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, or the Depository has ceased to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended. In such case, the Company will
issue Securities in certificated form in exchange for each Global Security. In
addition, the Company may at any time determine not to have Securities
represented by a Global Security, and, in such event, will issue Securities in
certificated form in exchange for the Global Security representing such
Security. In addition, if there shall have occurred and be continuing an Event
of Default, the Company will issue Securities in certificated form in exchange
for each Global Security. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
certificated form of Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name. Securities so
issued in certificated form will be issued in denominations of $100,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.
22
<PAGE>
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Section 14. Events of Default. If an Event of Default with respect to
the Securities of this series shall have occurred and be continuing, the
principal of all the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.
Section 15. Defined Terms. All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
Section 16. Governing Law. This Security shall be governed by and
construed in accordance with the law of the State of New York.
23
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at (i) the Optional Repayment Price indicated on the face hereof, if
this Security is to be repaid pursuant to the Optional Repayment provision
hereof, or (ii) 100% of the principal amount of this Security to be repaid plus
accrued interest to the Optional Reset Date, if this Security is to be repaid
pursuant to the Optional Interest Reset provision hereof, or to the Original
Maturity Date, if this Security is to be repaid pursuant to the Optional
Extension of Maturity provision hereof.
Dated:
--------------------------------- --------------------------------
Signature
Sign exactly as name appears on
SIGNATURE GUARANTEED: the front of this Security
[SIGNATURE GUARANTEED --
required only if Securities are
to be issued and delivered to
other than the registered
- --------------------------------------- holder]
Principal amount to be repaid, if amount Fill in for registration of
if to to be repaid is less than the Securities be issued otherwise
principal amount of this Security than to the registered holder:
(principal amount remaining must be an
authorized denomination) Name:
---------------------------
Address:
------------------------
--------------------------------
(Please print name and address,
including zip code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
--------------------------------
24
<PAGE>
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 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.
25
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- --------------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee
- --------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
- --------------------------------------------------------------------------------
the within Security of UNITED TECHNOLOGIES CORPORATION and all rights
thereunder and does hereby irrevocably constitute and appoint
- --------------------------------------------------------------------------------
to transfer the said Security on the books of the within-named
Company, with full power of substitution in the premises.
Dated
----------------------------------
SIGNATURE GUARANTEED:
------------------------------------
NOTICE: The signature to this
assignment must correspond with the
- --------------------------------------- name as it appears upon the face of
the within Security in every
particular, without alteration or
enlargement or any change
whatsoever.
26
CUSIP NO.
Registered Face Amount
No. FL-
UNITED TECHNOLOGIES CORPORATION
MEDIUM-TERM NOTE, SERIES B
(SINGLE INDEXED NOTE)
Due from Nine Months to Thirty Years from Date of Issue
If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, this
Security is a Global Security and the following legend is applicable: Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) 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 requested by an
authorized representative of The Depository Trust Company, and any payment is
made to CEDE & CO., 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
BASE RATE:
INITIAL INTEREST RATE:
INDEX MATURITY:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
AUTHORIZED DENOMINATIONS:
CALCULATION AGENT:
<PAGE>
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST RESET PERIOD:
INTEREST RESET DATES:
INTEREST PAYMENT PERIOD:
INTEREST PAYMENT DATES:
REPORTING SERVICE:
DESIGNATED CMT TELERATE PAGE:
DESIGNATED CMT MATURITY INDEX:
SPECIFIED CURRENCY:
EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY: |_| YES |_| NO
DENOMINATED CURRENCY:
INDEXED CURRENCY:
BASE EXCHANGE RATE:
DETERMINATION AGENT:
REFERENCE DEALERS:
SINKING FUND:
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
OPTION TO ELECT REPAYMENT: |_| YES |_| NO
2
<PAGE>
OPTIONAL REPAYMENT DATES:
OPTIONAL REPAYMENT PRICES:
OPTIONAL INTEREST RATE RESET: |_| YES |_| NO
OPTIONAL RESET DATES:
OPTIONAL EXTENSION OF MATURITY: |_| YES |_| NO
LENGTH OF EXTENSION PERIOD:
NUMBER OF EXTENSION PERIODS:
FINAL MATURITY DATE:
DEPOSITORY:
OPTIONAL REDEMPTION: |_| YES |_| NO
INITIAL REDEMPTION DATE:
DEFEASANCE: |_| YES |_| NO
COVENANT DEFEASANCE: |_| YES |_| NO
OTHER PROVISIONS:
IF APPLICABLE AS DESCRIBED ABOVE, THE REDEMPTION PRICE SHALL INITIALLY
BE _______% OF THE PRINCIPAL AMOUNT OF THIS SECURITY PAYABLE AT THE STATED
MATURITY DATE AND SHALL DECLINE AT EACH ANNIVERSARY (EACH SUCH DATE, A
"REDEMPTION DATE") OF THE INITIAL REDEMPTION DATE BY ______% OF SUCH PRINCIPAL
AMOUNT UNTIL THE REDEMPTION PRICE IS 100% OF SUCH PRINCIPAL AMOUNT; PROVIDED,
HOWEVER, THAT IF THIS SECURITY IS A DISCOUNT SECURITY, THE REDEMPTION PRICE
SHALL BE THE AMORTIZED FACE AMOUNT, AS DESCRIBED ON THE REVERSE HEREOF. A
DISCOUNT SECURITY IS ANY SECURITY FOR WHICH THE TOTAL AMOUNT OF OID SPECIFIED
ABOVE IS GREATER THAN ZERO.
UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (herein called
the "Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________________________ or registered assigns, in the Denominated Currency on
the Stated Maturity Date the principal sum equal to the Face Amount hereof, plus
or minus an amount determined by the Determination Agent in accordance
3
<PAGE>
with the formula set forth below and to pay interest on the Face Amount as
described below and on the reverse hereof.
If the Spot Rate exceeds or equals the Base Exchange Rate, the principal
amount of this Security payable at the Stated Maturity Date (which, unless
otherwise specified on the face hereof, shall in no event be greater than twice
the Face Amount of this Security) shall equal:
Face Amount + (Face Amount x Spot Rate -- Base Exchange Rate
-----------------------------------)
Spot Rate
If the Base Exchange Rate exceeds the Spot Rate, the principal amount of
the Security payable at the Stated Maturity Date (which shall, in no event, be
less than zero) shall equal:
Face Amount -- (Face Amount x Base Exchange Rate -- Spot Rate
-----------------------------------)
Spot Rate
where (i) "Base Exchange Rate" is the exchange rate, expressed in units
of the Indexed Currency per one unit of Denominated Currency, specified as such
above and (ii) "Spot Rate" is the rate, expressed in units of the Indexed
Currency per one unit of Denominated Currency, which shall be the arithmetic
mean of the open market spot offer quotations for the Indexed Currency (spot bid
quotations for the Denominated Currency) obtained by the Determination Agent
from the Reference Dealers specified above in The City of New York at 11:00
a.m., New York City time, on the second Exchange Rate Day prior to the Stated
Maturity Date (the "Determination Date"), for an amount of Indexed Currency
equal to the Face Amount hereof multiplied by the Base Exchange Rate, in terms
of the Denominated Currency for settlement on the Stated Maturity Date. If such
quotations from the Reference Dealers are not available on the Determination
Date due to circumstances beyond the control of the Company or the Determination
Agent, the Spot Rate will be determined on the basis of the most recently
available quotations from the Reference Dealers. If the Spot Rate is less than
or equal to one-half of the Base Exchange Rate, the Spot Rate will be deemed to
be one-half of the Base Exchange Rate and no principal amount shall be payable
hereon at the Stated Maturity Date.
"Exchange Rate Day" means any day which is a Business Day in The City of
New York and, if the Denominated Currency or Indexed Currency is any currency or
currency unit other than U.S. dollars, in the principal financial center of the
country of such Denominated Currency or any Indexed Currency.
"Reference Dealers" means the three banks or firms specified as such on
the face hereof or, if any of them shall be unwilling or unable to provide the
requested quotations, such other major money center bank or banks in The City of
New York selected by the Company, in consultation with the Determination Agent,
to act as Reference Dealer or Dealers in replacement therefor.
In the event of any optional redemption by the Company, any repayment at
the option of the Holder or acceleration of the Maturity of this Security prior
to the Stated Maturity Date, the term
4
<PAGE>
"Stated Maturity Date" shall refer to the date of redemption, repayment or
acceleration of this Security.
The Company shall pay interest on the Face Amount hereof at the Initial
Interest Rate shown above from the Original Issue Date shown above until the
first Interest Reset Date shown above following the Original Issue Date and
thereafter at the Base Rate shown above, plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, shown above, determined in
accordance with the provisions on the reverse hereof, until the principal hereof
is paid or made available for payment. The Company will pay interest on each
Interest Payment Date specified above, commencing with the first Interest
Payment Date next succeeding the Original Issue Date, and at Maturity; provided,
however, that any payment of principal (and premium, if any) or interest to be
made on any Interest Payment Date or on a date of Maturity that is not a
Business Day shall be made on the next succeeding Business Day (except that if
the Base Rate specified above is LIBOR, and such day falls in the next
succeeding calendar month, such payment will be made on the next preceding
Business Day) as described on the reverse hereof. For purposes of this Security,
"Business Day" means any day, other than a Saturday or Sunday, that meets each
of the following applicable requirements: the day is (a) not a day on which
banking institutions are authorized or required by law or regulation to be
closed in The City of New York, (b) if the Specified Currency shown above is not
U.S. dollars, (i) not a day on which banking institutions are authorized or
required by law or regulation to close in the financial center of the country
issuing the Specified Currency (which, in the case of European Currency Units,
shall be Brussels, Belgium) and (ii) a day on which banking institutions in such
financial center are carrying out transactions in such Specified Currency and
(c) if the Base Rate shown above is LIBOR, a London Banking Day. "London Banking
Day" means any day on which dealings in deposits in the Specified Currency are
transacted in the London interbank market.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date or at Maturity will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the fifteenth day (whether
or not a Business Day) next preceding such Interest Payment Date (a "Regular
Record Date") in the case of interest payments other than at Maturity, and on
the date of Maturity in the case of an interest payment at Maturity, whether or
not such Regular Record Date or date of Maturity is a Business Day; provided,
however, that in the case of a Security originally issued between a Regular
Record Date and the initial Interest Payment Date relating to such Security,
interest for the period beginning on the Original Issue Date and ending on such
initial Interest Payment Date shall be paid on such initial Interest Payment
Date to the Person to whom such Security shall have been originally issued;
provided further that in the case of a Global Security originally issued between
a Regular Record Date and the initial Interest Payment Date relating to such
Security, interest for the period beginning on the Original Issue Date and
ending on such initial Interest Payment Date shall be paid on the Interest
Payment Date following the next succeeding Regular Record Date to the registered
Holder on such next succeeding Regular Record Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities)
5
<PAGE>
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 Securities of this series not less than ten days prior to
such Special Record Date, or be paid at any time in any other lawful manner, all
as more fully provided in said Indenture.
All payments in respect of this Security will be made in U.S. dollars
regardless of the Specified Currency shown above unless the Holder hereof makes
the election described below. If the Specified Currency shown above is other
than U.S. dollars, the Company or its agent will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof, provided, however, that the Holder hereof may, if so indicated above,
elect to receive all payments in such Specified Currency by delivery of a
written request to the Company's co-paying agent (the "Paying Agent") in The
City of New York, which must be received by the Co-Paying Agent on or prior to
the applicable record date or at least fifteen calendar days prior to Maturity,
as the case may be; provided further that if the Holder of this Security elects
to receive all such payments in a Specified Currency that is replaced by a
single European currency (expected to be named the euro), the amount of
principal of, premium, if any, or interest payable on any Security denominated
in such currency shall be determined in the new single European currency in
conformity with legally applicable measures taken pursuant to, or by virtue of,
the treaty establishing the European Community, as amended by the treaty on
European Union. Such election will remain in effect unless and until changed by
written notice to the Co-Paying Agent, but the Co-Paying Agent must receive
written notice of any such change on or prior to the applicable record date or
at least fifteen calendar days prior to Maturity, as the case may be. Until the
Securities are paid or payment therefor is provided for, the Company will, at
all times, maintain a Co-Paying Agent in The City of New York capable of
performing the duties described herein to be performed by the Co-Paying Agent.
The Company has appointed State Street Bank and Trust Company, N.A., New York,
New York, as Co-Paying Agent. If the Company determines that the Specified
Currency is not available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions of or
within the international banking community, then the Holder hereof may not so
elect to receive payments in the Specified Currency, and any such outstanding
election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency
shown above, the obligations of the Company with respect to payments on this
Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.
Unless otherwise shown above, payment of interest on this Security
(other than at Maturity) will be made by check (from an account at a bank
outside the United States if such check is payable
6
<PAGE>
in a currency other than U.S. dollars) mailed to the registered address of the
Person entitled thereto; provided that if the Holder hereof is the Holder of
U.S. $10,000,000 or more in aggregate principal amount of Securities of like
tenor and term (or the equivalent thereof in Specified Currency other than U.S.
dollars determined as provided on the reverse hereof), such interest payments
will be made in immediately available funds, but only if appropriate
instructions have been received in writing by the Co-Paying Agent on or prior to
the applicable record date. Simultaneously with any election by the Holder
hereof to receive payments in respect hereof in the Specified Currency (if other
than U.S. dollars), such Holder may, if applicable, provide appropriate
instructions to the Co-Paying Agent, and all such payments will be made in
immediately available funds to an account maintained by the payee with a bank
located outside the United States. Unless otherwise specified above, the
principal hereof (and premium, if any) and interest hereon payable at Maturity
will be paid to the Holder on the date of Maturity in immediately available
funds (payable to an account maintained by the payee with a bank located outside
the United States if payable in a Specified Currency other than U.S. dollars)
upon surrender of this Security at the office of the Co-Paying Agent maintained
for that purpose in The City and State of New York (or at such other location as
may be specified above), provided that this Security is presented to the
Co-Paying Agent in time for the Co-Paying Agent to make such payments in
accordance with its normal procedures. The Company will pay any administrative
costs imposed by banks in connection with making payments in immediately
available funds, but any tax, assessment or governmental charge imposed upon
payments will be borne by the Holders of the Securities in respect of which such
payments are made.
If the registered owner of this Security (as indicated above) is the
Depository or a nominee of the Depository, this Security is a Global Security
and the following legend is applicable except as specified on the reverse
hereof: THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
7
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
UNITED TECHNOLOGIES CORPORATION
By:
------------------------------------
Vice President, Treasurer
Attest:
--------------------------------
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY
As Trustee
By:
------------------------------------
Authorized Officer
8
<PAGE>
[Reverse of Security]
Section 1. General. This Security is one of a duly authorized
issue of securities of the Company (herein called the "Securities"), issued and
to be issued in one or more series under an Indenture, dated as of April 1,
1990, as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and State Street Bank and Trust Company (as
successor to The Connecticut National Bank), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture with
respect to the series of which this Security is a part), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series set forth on the face hereof, unlimited in
aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than U.S.
dollars, the amount of any U.S. dollar payment to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "Exchange Rate Agent"), based on the indicative quotation
in The City of New York selected by such Exchange Rate Agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date that yields the largest number of U.S. dollars upon
conversion of the Specified Currency. Such selection shall be made from among
the quotations from three recognized foreign exchange dealers in The City of New
York selected by the Exchange Rate Agent and approved by the Company (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer,
for settlement on such payment date, of the Specified Currency for U.S. dollars.
If no such bid quotations are available, payments will be made in the Specified
Currency unless such Specified Currency is unavailable as provided below.
If the Specified Currency is other than U.S. dollars and the Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in The City of New
York for cable transfers in the Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate")
for such Specified Currency on the second Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then available, the
Company will be entitled to make payments in U.S. dollars (i) if such Specified
Currency is not a composite currency, on the basis of the most recently
available Market Exchange Rate for such Specified Currency or (ii) if such
Specified Currency is a composite currency, in an amount determined by the
Exchange Rate Agent to be the sum of the results obtained by multiplying the
number of units of each component currency of such composite currency, as of the
most recent date on which such composite currency was used by the Market
Exchange Rate for such component currency on the second Business Day prior to
such payment date (or if such Market Exchange Rate is not then available, by the
most recently available
9
<PAGE>
Market Exchange Rate for such component currency). From the start of the third
stage of European Economic and Monetary Union, any payments on this Security
that are required to be made in ECU will be payable in euro at the rate of one
euro for one ECU, and the provisions discussed in this paragraph will not result
in payment in U.S. dollars in such circumstances unless euros are no longer used
in the European Monetary System.
All currency exchange costs will be borne by the Company unless the
Holder of this Security has made an election to receive all payments in a
Specified Currency other than U.S. dollars. In that case, the Holder of this
Security shall bear its pro rata portion of currency exchange costs, if any,
with all other electing Holders by deductions from payments otherwise due.
Section 3. Interest Rate Calculations. This Security will bear interest
from its Original Issue Date to the first Interest Reset Date at the Initial
Interest Rate set forth on the face hereof. Thereafter, the interest rate hereon
for each Interest Reset Period will be determined by reference to the Base Rate
set forth on the face hereof, plus or minus the Spread, if any, or multiplied by
the Spread Multiplier, if any, set forth on the face hereof.
As set forth on the face hereof, this Security may also have either or
both of the following: (i) a maximum limitation, or ceiling, on the rate at
which interest may accrue during any interest period ("Maximum Interest Rate");
and (ii) a minimum limitation, or floor, on the rate at which interest may
accrue during any interest period ("Minimum Interest Rate"). In addition to any
Maximum Interest Rate that may be set forth on the face hereof, the interest
rate on this Security will in no event be higher than the maximum rate permitted
by applicable law, as the same may be modified by United States law of general
application.
The rate of interest hereon will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (the "Interest Reset Period"), as set forth
on the face hereof. Unless otherwise set forth on the face hereof, the date or
dates on which interest will be reset (each an "Interest Reset Date") will be,
if this Security resets daily, each Business Day; if this Security (unless the
Base Rate set forth on the face hereof is the Treasury Rate) resets weekly, the
Wednesday of each week; if the Base Rate set forth on the face hereof is the
Treasury Rate, and this Security resets weekly, the Tuesday of each week (except
as provided below); if this Security resets monthly, the third Wednesday of each
month; if this Security resets quarterly, the third Wednesday of March, June,
September and December; if this Security resets semi-annually, the third
Wednesday of the two months set forth on the face hereof; and if this Security
resets annually, the third Wednesday of the month set forth on the face hereof;
provided, however, that (a) the interest rate in effect from the Issue Date to
the first Interest Reset Date will be the Initial Interest Rate as set forth on
the face hereof and (b) the Interest Rate in effect for the ten days immediately
prior to Maturity will be that in effect on the tenth day preceding such
Maturity. If an Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be the next succeeding Business
Day, except that, if the Base Rate set forth on the face hereof is LIBOR, if
such Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the next preceding Business Day. If the Base Rate set forth on the
face hereof is the Treasury Rate, and an auction for Treasury bills falls on a
day that is an
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Interest Reset Date for this Security, such Interest Reset Date shall be the
next succeeding Business Day.
Unless otherwise set forth on the face hereof, the interest payable
hereon on each Interest Payment Date and at Maturity shall be the amount of
interest accrued from and including the Original Issue Date or the last Interest
Payment Date to which interest has been paid to, but excluding such Interest
Payment Date or date of Maturity, as the case may be. If the interest rate is
reset daily or weekly, interest payable hereon will be the amount of interest
accrued from and including the Original Issue Date or from and excluding the
last date to which interest has been paid, as the case may be, to, and
including, the Regular Record Date immediately preceding such Interest Payment
Date, except that at Maturity, the interest payable will include interest
accrued to, but excluding, the date of Maturity. Accrued interest will be
calculated by multiplying the principal amount hereof by an accrued interest
factor. Such accrued interest factor will be computed by adding the interest
factors calculated for each day in the period for which accrued interest is
being calculated. The interest factor for each such day is computed by dividing
the interest rate applicable on such day by 360, if the Base Rate set forth on
the face hereof is the CD Rate, Commercial Paper Rate, Federal Funds Rate,
LIBOR, CMT Rate or Prime Rate or by the actual number of days in the year, if
the Base Rate set forth on the face hereof is the Treasury Rate. The interest
rate applicable to any day that is an Interest Reset Date is the interest rate
as determined, in accordance with the procedures hereinafter set forth, with
respect to the Interest Determination Date (as defined below) pertaining to such
Interest Reset Date. The interest rate applicable to any other day is the
interest rate for the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate, as set forth on the face hereof).
Unless otherwise set forth on the face hereof, all percentages resulting
from any calculation of the rate of interest hereon will be rounded, if
necessary, to the nearest one hundred-thousandth of a percent (.0000001), with
five one-millionths of a percentage point rounded upward, and all currency
amounts used in or resulting from such calculation will be rounded to the
nearest one-hundredth of a unit (with five one-thousandths of a unit being
rounded upwards).
Unless otherwise set forth on the face hereof, interest will be payable,
if this Security resets daily or weekly or monthly, on the third Wednesday of
each month or on the third Wednesday of March, June, September and December of
each year, as set forth on the face hereof; if this Security resets quarterly,
on the third Wednesday of March, June, September and December of each year; if
this Security resets semi-annually, on the third Wednesday of the two months set
forth on the face hereof; and if this Security resets annually, on the third
Wednesday of the month set forth on the face hereof; and in each case, at
Maturity. Unless otherwise set forth on the face hereof, if an Interest Payment
Date would otherwise be a day that is not a Business Day, such Interest Payment
Date shall be the next succeeding Business Day, except that, if the Base Rate
set forth on the face hereof is LIBOR and such day would fall in the next
succeeding calendar month, such Interest Payment Date will be the next preceding
Business Day. Any payment of principal (and premium, if any) and interest
required to be made on this Security on a date of Maturity that is not a
Business Day will be made on the next succeeding Business Day, except in the
case of LIBOR Securities, if such Business
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Day would fall in the next succeeding calendar month, such payment will be made
on the next preceding Business Day (in each case with the same force and effect
as if made on such date of Maturity, and no additional interest shall accrue as
a result of any such delayed payment).
If the Base Rate set forth on the face hereof is the CD Rate, the
Commercial Paper Rate, the Federal Funds Rate, the CMT Rate or the Prime Rate,
the "Interest Determination Date" pertaining to an Interest Reset Date for this
Security will be the second Business Day next preceding such Interest Reset
Date. If the Base Rate set forth on the face hereof is LIBOR, the "Interest
Determination Date" pertaining to an Interest Reset Date for this Security will
be the second London Banking Day next preceding such Interest Reset Date. If the
Base Rate set forth on the face hereof is the Treasury Rate, the "Interest
Determination Date" pertaining to an Interest Reset Date for this Security will
be the day of the week, in which such Interest Reset Date falls, on which
Treasury bills of the Index Maturity set forth on the face hereof are auctioned.
Treasury bills are normally sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week.
The "Calculation Date," where applicable, pertaining to an Interest
Determination Date, is the tenth calendar day after such Interest Determination
Date or if any such day is not a Business Day, the next succeeding Business Day.
The Company will appoint and enter into an agreement with an agent (a
"Calculation Agent") to calculate the rate of interest on the Securities of this
series which bear interest at a floating rate. Unless otherwise set forth on the
face hereof, State Street Bank and Trust Company will be the Calculation Agent.
At the request of the Holder hereof, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate that will
become effective on the next Interest Reset Date.
Subject to applicable provisions of law and except as specified herein,
with respect to each Interest Determination Date, the rate of interest shall be
the rate determined by the Calculation Agent in accordance with the provisions
of the applicable heading below.
Determination of CD Rate. If the Base Rate set forth on the face hereof
is the CD Rate, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to the CD Rate and the Spread or
Spread Multiplier, if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "CD Rate" means, with respect to any Interest
Determination Date, the rate on such date for negotiable certificates of deposit
having the Index Maturity set forth on the face hereof as published by the Board
of Governors of the Federal Reserve System in "Statistical Release H-15(519),
Selected Interest Rates," or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15(519)") under the heading "CDs (Secondary
Market)" or, if not so published by 9:00 a.m., New York City time, on the
Calculation
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Date pertaining to such Interest Determination Date, the CD Rate will be the
rate on such Interest Determination Date for negotiable certificates of deposit
of the Index Maturity set forth on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release, "Composite 3:30 p.m.
Quotations for U.S. Government Securities," or any successor publication of the
Federal Reserve Bank of New York ("Composite Quotations") under the heading
"Certificates of Deposit." If such rate is not yet published in Composite
Quotations by 3.00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the CD Rate on such Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York
City time, on such Interest Determination Date, of three leading nonbank dealers
in negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable certificates of deposit of
major United States money center banks of the highest credit standing (in the
market for negotiable certificates of deposit) with a remaining maturity closest
to the Index Maturity set forth on the face hereof in a denomination of U.S.
$5,000,000; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the rate of interest in
effect on such Interest Determination Date.
Determination of Commercial Paper Rate. If the Base Rate set forth on
the face hereof is the Commercial Paper Rate, this Security will bear interest
for each Interest Reset Period at the interest rate calculated with reference to
the Commercial Paper Rate and the Spread or Spread Multiplier, if any, set forth
on the face hereof. Unless otherwise set forth on the face hereof, the
"Commercial Paper Rate" means, with respect to any Interest Determination Date,
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity set forth on the face hereof, as such
rate shall be published by the Board of Governors of the Federal Reserve System
in H.15(519) under the heading "Commercial Paper--Nonfinancial" or, if
unavailable, such other headings representing commercial paper issued by
nonfinancial entities whose bond rating is "AA" or the equivalent from a
nationally recognized rating agency. In the event that such rate is not
published prior to 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Interest Determination Date of the rate
for commercial paper of the Index Maturity set forth on the face hereof as
published by the Federal Reserve Bank of New York in Composite Quotations under
the heading "Commercial Paper." If such rate is not yet published in Composite
Quotations by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Commercial Paper Rate shall be the
Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m.,
New York City time, on such Interest Determination Date of three leading dealers
of commercial paper in The City of New York selected by the Calculation Agent
for commercial paper of the Index Maturity set forth on the face hereof, placed
for industrial issuers whose bond rating is "AA," or the equivalent, from a
nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting offered rates as
mentioned in this sentence, the rate of interest in effect for the applicable
period will be the rate of interest in effect on such Interest Determination
Date.
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"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
D x 360
MONEY MARKET YIELD =------------------------- x 100
360 -- (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Index Maturity.
Determination of Federal Funds Rate. If the Base Rate set forth on the
face hereof is the Federal Funds Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Federal Funds Rate and the Spread or Spread Multiplier, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof, the "Federal Funds
Rate" means, with respect to any Interest Determination Date, the rate on such
date for Federal funds as published by the Board of Governors of the Federal
Reserve System in H.15(519) under the heading "Federal Funds (Effective)" or, if
not so published by 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Federal Funds Rate will be
the rate on such Interest Determination Date as published by the Federal Reserve
Bank of New York in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not yet published in Composite Quotations
by 3:00 p.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Federal Funds Rate for such Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight Federal Funds
arranged by three leading brokers of Federal Funds transactions in The City of
New York selected by the Calculation Agent as of 11:00 a.m., New York City time,
on such Interest Determination Date; provided, however, that, if the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the rate of interest in effect for the applicable period will be
the rate of interest in effect on such Interest Determination Date.
Determination of LIBOR. If the Base Rate set forth on the face hereof is
LIBOR, this Security will bear interest for each Interest Reset Period at the
interest rate calculated with reference to LIBOR and the Spread or Spread
Multiplier, if any, set forth on the face hereof. With respect to Securities
indexed to the London interbank offered rate for U.S. dollar deposits, unless
otherwise set forth on the face hereof, "LIBOR" means the rate determined by the
Calculation Agent as follows:
(i) (a) If "LIBOR Reuters" is specified on the face hereof as the
Reporting Service, with respect to an Interest Determination Date, the
Calculation Agent will determine the arithmetic mean of the offered
rates for deposits in U.S. dollars for the period of the Index Maturity
set forth on the face hereof which appears on the "Reuters Screen LIBO
Page" at approximately 11:00 a.m., London time, on such Interest
Determination Date. "Reuters Screen LIBO Page" means the display
designated as page "LIBO" on the Reuters Monitor Money Rates Service (or
such other page as may replace the LIBO page on that service for the
purpose of displaying London interbank offered rates of major banks). If
at least two such
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offered rates appear on the Reuters Screen LIBO Page, LIBOR with respect
to such Interest Determination Date will be such arithmetic mean. If
fewer than two such offered rates so appear, then LIBOR with respect to
such Interest Determination Date will be determined in accordance with
(ii) below.
(b) If "LIBOR Telerate" is specified on the face hereof as the
Reporting Service, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified, LIBOR will be the rate for U.S. dollar deposits having the
specified Index Maturity, commencing on the second Business Day
immediately following such Interest Determination Date, which appears on
the display designated on page "3750" on the Telerate Service (or such
other page as may replace the "3750" page on the service for the purpose
of displaying London interbank offered rates of major banks) (or, if
such display is not available at any such time, a comparable display, as
determined in the sole discretion of, and selected by, the Calculation
Agent, of London interbank offered rates of major banks as may be
available from a similar service) ("Telerate Page 3750") as of 11:00
a.m., London time, on such Interest Determination Date. If no rate
appears, LIBOR with respect to such Interest Reset Date will be
determined as described in (ii) below.
(ii) With respect to an Interest Determination Date, if LIBOR
Reuters is the applicable interest rate basis for determining LIBOR, and
if fewer than two such offered rates appear on the Reuters Screen LIBO
Page, or if LIBOR Telerate is the applicable interest rate basis for
determining LIBOR and no rate appears on Telerate Page "3750," the
Calculation Agent will request the principal London office of each of
four major banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered
quotation for deposits in U.S. dollars for the period of the Index
Maturity set forth on the face hereof commencing on such Interest Reset
Date to prime banks in the London interbank market at approximately
11:00 a.m., London time, on such Interest Determination Date and in a
principal amount equal to an amount of not less than U.S. $1 million
that is representative of a single transaction in such market at such
time. If at least two such quotations are provided, LIBOR will be the
arithmetic mean of such quotations. If fewer than two such quotations
are provided, LIBOR in respect of such Interest Determination Date will
be the arithmetic mean of rates quoted by three major banks in The City
of New York selected by the Calculation Agent (after consultation with
the Company) at approximately 11:00 a.m., New York City time, on such
Interest Determination Date for loans in U.S. dollars to leading
European banks, for the period of the Index Maturity set forth on the
face hereof, commencing on such Interest Reset Date and in a principal
amount equal to an amount of not less than U.S. $1 million that is
representative of a single transaction in such market at such time;
provided, however, that if fewer than three banks selected as aforesaid
by the Calculation Agent are quoting rates as mentioned in this
sentence, the rate of interest in effect for the applicable period will
be the rate of interest in effect on such Interest Determination Date.
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If this Security is indexed to the London interbank offered rate for
deposits in a Specified Currency other than U.S. dollars, the method for
determining such rate will be set forth on the face hereof.
Determination of Treasury Rate. If the Base Rate set forth on the face
hereof is the Treasury Rate, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Treasury Rate
and the Spread or Spread Multiplier, if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, the "Treasury Rate" means, with
respect to any Interest Determination Date, the rate for the auction held on
such date of direct obligations of the United States ("Treasury bills") having
the Index Maturity set forth on the face hereof as published by the Board of
Governors of the Federal Reserve System in H.15(519) under the heading "U.S.
Government Securities -- Treasury bills -- auction average (investment)" or, if
not so published by 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the auction average rate
(expressed as a bond equivalent, rounded to the nearest one-hundredth of a
percent, with five one-thousandths of a percent rounded upward, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the Index
Maturity set forth on the face hereof are not published or reported as provided
above, by 3:00 p.m., New York City time, on such Calculation Date or if no such
auction is held on such Interest Determination Date, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, rounded to the nearest one-hundredth of a
percent, with five one-thousandths of a percent rounded upward, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
p.m., New York City time, on such Interest Determination Date, of three leading
primary United States government securities dealers selected by the Calculation
Agent for the issue of Treasury bills with a remaining maturity closest to the
Index Maturity set forth on the face hereof, provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting bid rates
as mentioned in this sentence, the interest rate for the applicable period will
be the interest rate in effect on such Interest Determination Date.
Determination of CMT Rate. If the Base Rate set forth on the face hereof
is the CMT Rate, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to the Treasury Rate and the
Spread or Spread Multiplier, if any, set forth on the face hereof. Unless
otherwise set forth on the face hereof, the "CMT Rate" means, with respect to
any Interest Determination Date, the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption "Treasury Constant
Maturities--Federal Reserve Board Release H.15--Mondays Approximately 3:45
p.m.", under the column for the Designated CMT Maturity Index for (i) if the
Designated CMT Telerate Page is 7055 or any successor page, the rate on such
Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052
or any successor page, the week, or the month, as applicable, ended immediately
preceding the week in which the related Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page or is not displayed by
3:00 p.m., New York City time, on the related Calculation Date, then the CMT
Rate for such Interest Determination Date will be such treasury constant
maturity rate for the
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Designated CMT Maturity Index (as defined below) as published in the relevant
H.15(519). If such rate is no longer published or is not published by 3:00 p.m.,
New York City time, on the related Calculation Date, then the CMT Rate on such
Interest Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United Sates Treasury rate for the
Designated CMT Maturity Index) for the Interest Determination Date with respect
to such Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate on the Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 p.m., New York City time, on such
Interest Determination Date reported, according to their written records, by
three leading primary United States governmental securities dealers (each, a
"CMT Rate Reference Dealer") in The City of New York (which may include the
Agents or their affiliates) selected by the Calculation Agent (from five such
CMT Rate Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for the
most recently issued direct noncallable fixed rate obligations of the United
States ("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less than
such Designated CMT Maturity Index minus one year. If the Calculation Agent is
unable to obtain three such Treasury Note quotations, the CMT Rate on such
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 p.m., New York City time, on such
Interest Determination Date of three CMT Rate Reference Dealers in The City of
New York (from five such CMT Rate Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)), for Treasury Notes with an original maturity of the number of
years that is the next highest to the Designated CMT Maturity Index and a
remaining term to maturity closest to the Designated CMT Maturity Index and in
an amount of at least $100 million. If three or four (and not five) of such CMT
Rate Reference Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer side prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three CMT Rate Reference Dealers so selected by the
Calculation Agent are quoting rates as mentioned herein, the CMT Rate determined
as of such Interest Determination Date will be the CMT Rate in effect on such
Interest Determination Date. If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain from five CMT Rate Reference Dealers quotations for the Treasury Note
with the shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones
Markets Service on the page specified on the face hereof (or any other page as
may replace such page on that service for
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the purpose of displaying Treasury Constant Maturities as reported in
H.15(519)). If no such page is specified on the face hereof, the Designated CMT
Telerate Page shall be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.
Determination of Prime Rate. If the Base Rate set forth on the face
hereof is the Prime Rate, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Prime Rate
and the Spread or Spread Multiplier, if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, the "Prime Rate" means,
with respect to any Interest Reset Date, the rate set forth for the relevant
Interest Determination Date in H.15(519) under the heading "Bank Prime Loan." In
the event that such rate is not published prior to 9:00 am., New York City time,
on the relevant Calculation Date, then the Prime Rate with respect to such
Interest Reset Date will be determined by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the display designated as page "USPRIME 1" on the Reuters Monitor
Money Rates Service (or such other page as may replace the USPRIME 1 page on
that service for the purpose of displaying prime rates or base lending rates of
major United States banks) ("Reuters Screen USPRIME 1 Page") as such bank's
prime rate or base lending rate as in effect for such Interest Determination
Date as quoted on the Reuters Screen USPRIME 1 Page on such Interest
Determination Date. If fewer than four such rates appear on the Reuters Screen
USPRIME 1 Page on such Interest Determination Date, the Prime Rate with respect
to such Interest Reset Date will be determined by the Calculation Agent and will
be the arithmetic mean of the prime rates or base lending rates (quoted on the
basis of the actual number of days in the year divided by a 360-day year) as of
the close of business on such Interest Determination Date by three major banks
in The City of New York selected by the Calculation Agent, provided, however,
that if fewer than three banks selected as aforesaid by the Calculation Agent
are quoting rates as mentioned in this sentence, the Prime Rate with respect to
such Interest Reset Date will be the Prime Rate in effect on such Interest
Determination Date.
References herein to "U.S. dollars" or "U.S. $" or "$" are to the
currency of the United States of America.
Section 4. Redemption. If so specified on the face hereof, the Company
may at its option redeem this Security in whole or from time to time in part on
or after the date designated as the Initial Redemption Date on the face hereof
at prices declining from a specified premium, if any, to par together with
accrued interest to the Redemption Date. The Company may exercise such option by
causing the Trustee to mail, first class postage prepaid, a notice of such
redemption at least 30 but not more than 60 days prior to the Redemption Date,
setting forth the applicable redemption price, Redemption Date, and principal
amount of this Security to be redeemed. In the event of redemption
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of this Security in part only, a new Security or Securities for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities with like tenor and
terms to this Security are to be redeemed, the Securities to be redeemed shall
be selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.
Section 5. Optional Repayment. If so specified on the face hereof, this
Security will be repayable prior to Maturity at the option of the Holder on the
Optional Repayment Dates shown on the face hereof at the Optional Repayment
Prices shown on the face hereof together with accrued interest to the Optional
Repayment Date. In order for this Security to be repaid, the Company must
receive at least 30 but not more than 45 days prior to an Optional Repayment
Date this Security with the form below entitled "Option to Elect Repayment" duly
completed. Any tender of this Security for repayment shall be irrevocable. The
repayment option may be exercised by the Holder of this Security for less than
the entire Face Amount of the Security provided that the Face Amount of the
Security remaining outstanding after repayment is an authorized denomination.
Upon such partial repayment this Security shall be canceled and a new Security
or Securities for the remaining principal amount hereof shall be issued in the
name of the Holder of this Security.
Section 6. Optional Interest Reset. If so specified on the face hereof,
the interest rate on this Security may be reset by the Company on the date or
dates specified on the face hereof (each an "Optional Reset Date"). The Company
may exercise such option with respect to this Security by notifying the Trustee
of such exercise at least 50 but not more than 60 days prior to the Optional
Reset Date for this Security. Not later than 40 days prior to each Optional
Reset Date, the Trustee will mail te the Holder of this Security a notice (the
"Reset Notice"), first class postage prepaid, setting forth (i) the election of
the Company to reset the interest rate, (ii) such new interest rate and (iii)
the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Stated Maturity Date of this Security (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
provided for in the Reset Notice and establish a higher interest rate for the
Subsequent Interest Period by causing the Trustee to mail notice of such higher
interest rate to the Holder of this Security. Such Notice shall be irrevocable.
All Securities with respect to which the interest rate is reset on an Optional
Reset Date will bear such higher interest rate, whether or not tendered for
repayment.
The Holder of this Security will have the option to elect repayment by
the Company of the principal of this Security on each Optional Reset Date at a
price equal to the principal amount hereof plus any accrued interest to such
Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the
Holder must follow the procedures set forth above for optional repayment except
that the period for delivery of this Security or notification to the Trustee
shall be at least 25 but not more than 35 days prior to such Optional Reset Date
and except that, if the Holder has tendered this
19
<PAGE>
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.
Section 7. Optional Extension of Maturity. If so specified on the face
hereof, the Stated Maturity Date of this Security may be extended at the option
of the Company for the period or periods specified on the face hereof (each an
"Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face hereof. The Company may exercise such option with respect to
this Security by notifying the Trustee of such exercise at least 50 but not more
than 60 days prior to the Stated Maturity Date for this security in effect prior
to the exercise of such option (the "Original Stated Maturity Date"). If the
Company exercises such option, the Trustee will mail to the Holder of the
Security not later than 40 days prior to the Original Stated Maturity Date a
notice (the "Extension Notice"), first class postage prepaid, indicating (i) the
election of the Company to extend the Maturity, (ii) the new Stated Maturity
Date, (iii) the interest rate applicable to the Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period, including the
date or dates on which or the period or periods during which and the price or
prices at which such redemption may occur during the Extension Period. Upon the
Trustee's mailing of the Extension Notice, the Stated Maturity Date of this
Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Security will have
the same terms as prior to the mailing of such Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Original Stated Maturity Date of this Security the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to mail
notice of such higher interest rate, first class postage prepaid, to the Holder
of this Security. Such notice shall be irrevocable. All Securities with respect
to which the Stated Maturity Date is extended will bear such higher interest
rate for the Extension Period, whether or not tendered for repayment as
described below.
If the Company extends the Stated Maturity Date of this Security, the
Holder will have the option to elect repayment of this Security by the Company
on the Original Stated Maturity Date at a price equal to the principal amount
hereof, plus any accrued interest to such date. In order to obtain repayment on
the Original Stated Maturity Date once the Company has extended the Stated
Maturity Date hereof, the Holder must follow the procedures set forth above for
optional repayment except that the period for delivery of this Security or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity Date and except that, if the Holder has tendered
this Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day prior to the Original Stated Maturity Date.
Section 8. Sinking Fund. Unless otherwise specified on the face hereof,
this Security will not be subject to any sinking fund.
20
<PAGE>
Section 9. Discount Securities. If this Security is a Discount Security,
the amount payable in the event of redemption by the Company, repayment at the
option of the Holder or acceleration of Maturity, in lieu of the Face Amount due
at the Stated Maturity hereof, shall be equal to the sum of (i) unpaid interest,
if any, on this Security accrued from the date of issue to the date of such
redemption, repayment or acceleration of maturity, as the case may be, and (ii)
the Amortized Face Amount of this Security as of the date of such redemption,
repayment or acceleration. The "Amortized Face Amount" of this Security shall be
the amount equal to (a) the Issue Price (as set forth on the face hereof) plus
(b) that portion of the difference between the Issue Price and the Face Amount
hereof that has accrued at the Yield to Maturity (as set forth on the face
hereof) (computed in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face Amount is
calculated, but in no event shall the Amortized Face Amount of this Security
exceed its Face Amount.
Section 10. Modification and Waivers; Obligation of the Company
Absolute. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of all Securities at the time Outstanding to be affected. The Indenture also
contains provisions permitting the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture, and contains provisions permitting the
Holders of not less than a majority in aggregate principal amount, in certain
instances of the Outstanding Securities of individual series and in other
instances of all Securities at the time Outstanding, to waive on behalf of all
of the Holders of Securities of such individual series or of the Holders of all
Securities at the time Outstanding, as the case may be, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security 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 Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay or make provision as provided in Article
Fourteen of the Indenture for the payment of the amount of principal of (and
premium, if any) and interest on this Security herein provided, and at the
times, places and rate, and in the coin or currency, herein prescribed.
Section 11. Defeasance and Covenant Defeasance. The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of the
Company on this Security and (b) certain restrictive covenants and the related
defaults and Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security, unless
otherwise specified on the face hereof.
21
<PAGE>
Section 12. Authorized Denominations. The Securities of this series are
issuable only in global or certificated registered form, without coupons, and,
unless otherwise specified above, in denominations of $100,000 and any integral
multiple of $1,000 in excess thereof as provided in the Indenture and subject to
certain limitations therein set forth and to the limitations described below, if
applicable, Securities of this series are exchangeable for a like aggregate Face
Amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
Section 13. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate Face Amount, will be issued to the designated transferee or
transferees.
If this Security is a Global Security, this Security is exchangeable
only if the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, or the Depository has ceased to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended. In such case, the Company will
issue Securities in certificated form in exchange for each Global Security. In
addition, the Company may at any time determine not to have Securities
represented by a Global Security, and, in such event, will issue Securities in
certificated form in exchange for the Global Security. representing such
Security. In addition, if there shall have occurred and be continuing an Event
of Default, the Company will issue Securities in certificated form in exchange
for each Global Security. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
certificated form of Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name. Securities so
issued in certificated form will be issued in denominations of $100,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
22
<PAGE>
Section 14. Events of Default. If an Event of Default with respect to
the Securities of this series shall have occurred and be continuing, the
principal of all the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.
Section 15. Defined Terms. All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
Section 16. Governing Law. This Security shall be governed by and
construed in accordance with the law of the State of New York.
23
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at (i) the Optional Repayment Price indicated on the face hereof, if
this Security is to be repaid pursuant to the Optional Repayment provision
hereof, or (ii) 100% of the principal amount of this Security to be repaid plus
accrued interest to the Optional Reset Date, if this Security is to be repaid
pursuant to the Optional Interest Reset provision hereof, or to the Original
Maturity Date, if this Security is to be repaid pursuant to the Optional
Extension of Maturity provision hereof.
Dated:
---------------------------- ------------------------------------
Signature
SIGNATURE GUARANTEED: Sign exactly as name appears on the
front of this Security [SIGNATURE
GUARANTEED - required only if
Securities are to be issued and
delivered to other than the
- ---------------------------------- registered holder]
- ---------------------------------- Fill in for registration of
Securities if to be issued otherwise
than to the registered holder:
Face Amount to be repaid, if amount Name:
repaid is less than the Face Amount of
this Security (Face Amount remaining ------------------------------------
must be an authorized denomination)
Address:
----------------------------
- ---------------------------------- ------------------------------------
------------------------------------
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER ID
NUMBER
------------------------------------
24
<PAGE>
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.
25
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- --------------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee
- --------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
the within Security of UNITED TECHNOLOGIES CORPORATION and all rights thereunder
and does hereby irrevocably constitute and appoint
- --------------------------------------------------------------------------------
to transfer the said Security on the books of the within named Company, with
full power of substitution in the premises.
Dated:
------------------------------
SIGNATURE GUARANTEED:
------------------------------------
- ------------------------------------ ------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Security in every
particular, without alteration or
enlargement or any change
whatsoever.
26
CUSIP No.
Registered Face Amount
No. FX-
UNITED TECHNOLOGIES CORPORATION
MEDIUM-TERM NOTE, SERIES B
(SINGLE INDEXED NOTE)
Due from Nine Months to Thirty Years from Date of Issue
If the registered owner of this Security (as indicated below) is
The Depository Trust Company (the "Depository") or a nominee of the Depository,
this Security is a Global Security and the following legend is applicable:
Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) 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 requested
by an authorized representative of The Depository Trust Company, and any payment
is made to CEDE & CO., 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
AUTHORIZED DENOMINATIONS:
INTEREST RATE:
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
<PAGE>
SINKING FUND:
SPECIFIED CURRENCY:
EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY: |_| YES |_| NO
INTEREST PAYMENT DATES:
REGULAR RECORD DATES:
DENOMINATED CURRENCY:
INDEXED CURRENCY:
BASE EXCHANGE RATE:
DETERMINATION AGENT:
REFERENCE DEALERS:
OPTIONAL REDEMPTION: |_| YES |_| NO
INITIAL REDEMPTION DATE:
OPTION TO ELECT REPAYMENT: |_| YES |_| NO
OPTIONAL REPAYMENT DATES:
OPTIONAL REPAYMENT PRICES:
OPTIONAL INTEREST RATE RESET: |_| YES |_| NO
OPTIONAL RESET DATES:
OPTIONAL EXTENSIONS OF MATURITY: |_| YES |_| NO
LENGTH OF EXTENSION PERIOD:
NUMBER OF EXTENSION PERIODS:
2
<PAGE>
FINAL MATURITY DATE:
DEPOSITORY:
DEFEASANCE: |_| YES |_| NO
COVENANT DEFEASANCE: |_| YES |_| NO
OTHER PROVISIONS:
IF APPLICABLE AS DESCRIBED ABOVE, THE REDEMPTION PRICE SHALL
INITIALLY ____% OF THE PRINCIPAL AMOUNT OF THIS SECURITY PAYABLE AT THE STATED
MATURITY DATE AND SHALL DECLINE AT EACH ANNIVERSARY (EACH SUCH DATE, A
"REDEMPTION DATE") OF THE INITIAL REDEMPTION DATE BY ____% OF SUCH PRINCIPAL
AMOUNT UNTIL THE REDEMPTION PRICE IS 100% OF SUCH PRINCIPAL AMOUNT; PROVIDED,
HOWEVER, THAT, IF THIS SECURITY IS A DISCOUNT SECURITY, THE REDEMPTION PRICE
SHALL BE THE AMORTIZED FACE AMOUNT AS DESCRIBED ON THE REVERSE HEREOF. A
DISCOUNT SECURITY IS ANY SECURITY FOR WHICH THE TOTAL AMOUNT OF OID SPECIFIED
ABOVE IS GREATER THAN ZERO.
UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (herein
called the "Company," which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to __________________ or registered assigns, in the Denominated Currency on the
Stated Maturity Date the principal sum equal to the Face Amount hereof, plus or
minus an amount determined by the Determination Agent in accordance with the
formula set forth below and to pay interest on the Face Amount as described
below and on the reverse hereof.
If the Spot Rate exceeds or equals the Base Exchange Rate, the
principal amount of this Security payable at the Stated Maturity Date (which,
unless otherwise specified on the face hereof, shall in no event be greater than
twice the Face Amount of this Security) shall equal:
Face Amount + (Face Amount x Spot Rate - Base Exchange Rate )
----------------------------------
Spot Rate
If the Base Exchange Rate exceeds the Spot Rate, the principal
amount of the Security payable, at the Stated Maturity Date (which shall, in no
event, be less than zero) shall equal:
3
<PAGE>
Face Amount - (Face Amount x Base Exchange Rate - Spot Rate )
----------------------------------
Spot Rate
where (i) "Base Exchange Rate" is the exchange rate, expressed in
units of the Indexed Currency per one unit of the Denominated Currency,
specified as such above and (ii) "Spot Rate" is the rate, expressed in units of
the Indexed Currency per one unit of the Denominated Currency, which shall be
the arithmetic mean of the open market spot offer quotations for the Indexed
Currency (spot bid quotations for the Denominated Currency) obtained by the
Determination Agent from the Reference Dealers specified above in The City of
New York at 11:00 a.m., New York City time, on the second Exchange Rate Day
prior to the Stated Maturity Date (the "Determination Date"), for an amount of
Indexed Currency equal to the Face Amount hereof multiplied by the Base Exchange
Rate, in terms of the Denominated Currency for settlement on the Stated Maturity
Date. If such quotations from the Reference Dealers are not available on the
Determination Date due to circumstances beyond the control of the Company or the
Determination Agent, the Spot Rate will be determined on the basis of the most
recently available quotations from the Reference Dealers. If the Spot Rate is
less than or equal to one-half of the Base Exchange Rate, the Spot Rate will be
deemed to be one-half of the Base Exchange Rate and no principal amount shall be
payable hereon at the Stated Maturity Date.
"Exchange Rate Day" means any day which is a Business Day in The
City of New York and, if the Denominated Currency or Indexed Currency is any
currency or currency unit other than U.S. dollars, in the principal financial
center of the country of such Denominated Currency or Indexed Currency.
"Reference Dealers" means the three banks or firms specified as
such on the face hereof or, if any of them shall be unwilling or unable to
provide the requested quotations, such other major money center bank or banks in
The City of New York selected by the Company, in consultation with the
Determination Agent, to act as Reference Dealer or Dealers in replacement
therefor.
In the event of any optional redemption by the Company, any
repayment at the option of the Holder or acceleration of the Maturity of this
Security prior to the Stated Maturity Date, the term "Stated Maturity Date"
shall refer to the date of redemption, repayment or acceleration of this
Security.
The Company shall pay interest on the Face Amount hereof at the
Interest Rate shown above from the Original Issue Date shown above or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 15 and December 15 of each year (each an
"Interest Payment Date") (unless other Interest Payment Dates are specified on
the face hereof) until the principal hereof is paid or made available for
payment and at Maturity; provided, however, that any payment of principal (and
premium, if any) or interest to be made on any Interest Payment Date or on a
date of Maturity
4
<PAGE>
that is not a Business Day shall be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date or at
Maturity, as the case may be, and no additional interest shall accrue as a
result of such delayed payment. For purposes of this Security, "Business Day"
means any day, other than a Saturday or Sunday, that meets each of the following
applicable requirements: the day is (a) not a day on which banking institutions
are authorized or required by law or regulation to be closed in The City of New
York and (b) if the Specified Currency shown above is not U.S. dollars, (i) not
a day on which banking institutions are authorized or required by law or
regulation to close in the financial center of the country issuing the Specified
Currency (which, in the case of European Currency Units, shall be Brussels,
Belgium) and (ii) a day on which banking institutions in such financial center
are carrying out transactions in such Specified Currency.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the May 31 or November 30 (unless other
Regular Record Dates are specified on the face hereof ) (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date;
provided, however, that, in the case of a Security origin issued between a
Regular Record Date and the initial Interest Payment Date relating to such
Security, interest for the period beginning on the Original Issue Date and
ending on such initial Interest Payment Date shall be paid on such initial
Interest Payment Date to the Person to whom such Security shall have been
originally issued; provided further that in the case of a Global Security
originally issued between a Regular Record Date and the initial Interest Payment
Date relating to such Security, interest for the period beginning on the
Original Issue Date and ending on such initial Interest Payment Date shall be
paid on the Interest Payment Date following the next succeeding Regular Record
Date to the registered Holder on such next succeeding Regular Record Date. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (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 Securities of this series not less than ten
days prior to such Special Record Date, or be paid at any time in any other
lawful manner, all as more fully provided in said Indenture.
All payments in respect of this Security will be made in U.S.
dollars regardless of the Specified Currency shown above unless the Holder
hereof makes the election described below. If the Specified Currency shown above
is other than U.S. dollars, the Company or its agent will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof; provided, however, that the Holder hereof may, if so indicated
above, elect to receive all payments in such Specified Currency by delivery of a
written request to the Company's co-paying agent (the "Co-Paying Agent") in The
City of New York, which must be received by the Co-Paying Agent on or prior to
the applicable record date or at least
5
<PAGE>
fifteen calendar days prior to Maturity, as the case may be; provided further
that if the Holder of this Security elects to receive all such payments in a
Specified Currency that is replaced by a single European currency (expected to
be named the euro), the amount of principal of premium, if any, or interest
payable on any Security denominated in such currency shall be determined in the
new single European currency in conformity with legally applicable measures
taken pursuant to, or by virtue of, the treaty establishing the European
Community, as amended by the treaty on European Union. Such election will remain
in effect unless and until changed by written notice to the Co-Paying Agent, but
the Co-Paying Agent must receive written notice of any such change on or prior
to the applicable record date or at least fifteen calendar days prior to
Maturity, as the case may be. Until the Securities are paid or payment therefor
is provided for, the Company will at all times maintain a Co-Paying Agent in The
City of New York capable of performing the duties described herein to be
performed by the Co- Paying Agent. The Company has appointed State Street Bank
and Trust Company, N.A., New York, New York, as Co-Paying Agent.
In the event of an official redenomination of the Specified
Currency shown above, the obligations of the Company with respect to payments on
this Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.
Unless otherwise shown above, payment of interest on this
Security (other than at Maturity) will be made by check (from an account at a
bank outside the United States if such check is payable in a currency other than
U.S. dollars) mailed to the registered address of the Person entitled thereto;
provided that, if the Holder hereof is the Holder of U.S.$10,000,000 or more in
aggregate principal amount of Securities of like tenor and term (or the
equivalent thereof in a Specified Currency other than U.S. dollars determined as
provided on the reverse hereof), such interest payments will be made in
immediately available funds, but only if appropriate instructions have been
received in writing by the Co-Paying Agent on or prior to the applicable record
date. Simultaneously with any election by the Holder hereof to receive payments
in respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder may, if applicable, provide appropriate instructions to the Co- Paying
Agent, and all such payments will be made in immediately available funds to an
account maintained by the payee with a bank located outside the United States.
Unless otherwise specified above, the principal hereof (and premium, if any) and
interest hereon payable at Maturity will be paid to the Holder on the date of
Maturity in immediately available funds (payable to an account maintained by the
payee with a bank located outside the United States if payable in a Specified
Currency other than U.S. dollars) upon surrender of this Security at the office
of the Co-Paying Agent for that purpose in The City and State of New York (or at
such other location as may be specified above), provided that this Security is
presented to the Co-Paying Agent in time for the Co-Paying Agent to make such
payments in
6
<PAGE>
such funds in accordance with its nominal procedures. The Company will pay any
administrative costs imposed by banks in connection with making payments in
immediately available funds, but any tax, assessment or governmental charge
imposed upon payments will be borne by the Holders of the Securities in respect
of which such payments are made.
Interest on this Security, if any, will be computed on the basis
of a 360-day year of twelve 30-day months.
If the registered owner of this Security (as indicated above) is
the Depository or a nominee of the Depository, this Security is a Global
Security and the following legend is applicable except as specified on the
reverse hereof: THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated:
---------------------------------
UNITED TECHNOLOGIES CORPORATION
By:
------------------------------------
Vice President, Treasurer
Attest:
--------------------------------
Secretary
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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.
STATE STREET BANK AND TRUST COMPANY
As Trustee
By:
------------------------------------
Authorized Officer
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[Reverse of Security]
UNITED TECHNOLOGIES CORPORATION
MEDIUM-TERM NOTE, SERIES B
Section 1. General. This Security is one of a duly authorized
issue of securities of the Company (herein called the "Securities"), issued and
to be issued in one or more series under an Indenture, dated as of April 1,
1990, as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and State Street Bank and Trust Company (as
successor to The Connecticut National Bank), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture with
respect to the series of which this Security is a part), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, unlimited in
aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than U.S.
dollars, the amount of any U.S. dollar payment to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "Exchange Rate Agent") based on the indicative quotation
in The City of New York selected by such Exchange Rate Agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date that yields the largest number of U.S. dollars upon
conversion of the Specified Currency. Such selection shall be made from among
the quotations from three recognized foreign exchange dealers in The City of New
York selected by the Exchange Rate Agent and approved by the Company (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer,
for settlement on such payment date, of the Specified Currency for U.S. dollars.
If no such bid quotations are available, payments will be made in the Specified
Currency unless such Specified Currency is unavailable as provided below.
If the Specified Currency is other than U.S. dollars and the
Specified Currency is unavailable due to the imposition of exchange controls or
to other circumstances beyond the Company's control, the Company will be
entitled to make payments in U.S. dollars on the, basis of the noon buying rate
in The City of New York for cable transfers in the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate") for such Specified Currency on the second Business Day
prior to the applicable payment date. In the event such Market Exchange Rate is
not then available, the Company will be entitled to make payments in U.S.
dollars (i) if such Specified Currency is not a composite currency, on the basis
of the most recently available Market Exchange Rate for such Specified Currency
or (ii) if such Specified Currency is a composite currency, in an amount
determined by the Exchange Rate Agent to be the sum of the results obtained by
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multiplying the number of units of each component currency of such composite
currency, as of the most recent date on which such composite currency was used,
by the Market Exchange Rate for such component currency on the second Business
Day prior to such payment date (or if such Market Exchange Rate is not then
available, by the most recently available Market Exchange Rate for such
component currency). From the start of the third stage of European Economic and
Monetary Union, any payments on this Security that are required to be made in
ECU will be payable in euro at the rate of one euro for one ECU, and the
provisions discussed in this paragraph will not result in payment in U.S.
dollars in such circumstances unless euros are no longer used in the European
Monetary System.
All currency exchange costs will be borne by the Company unless
the Holder of this Security has made an election to receive all payments in a
Specified Currency other than U.S. dollars. In that case, the Holder of this
Security shall bear its pro rata portion of currency exchange costs, if any,
with all other electing Holders by deductions from payments otherwise due.
Each payment of interest hereon shall include interest accrued
through the day before the Interest Payment Date or Maturity, as the case may
be.
References herein to "U.S. dollars" or "U.S.$" or "$" are to the
currency of the United States of America.
Section 3. Redemption. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part on or after the date designated as the Initial Redemption Date on the face
hereof at prices declining from a specified premium, if any, to par together
with accrued interest to the Redemption Date. The Company may exercise such
option by causing the Trustee to mail, first class postage prepaid, a notice of
such redemption at least 30 but not more than 60 days prior to the Redemption
Date, setting forth the applicable redemption price, Redemption Date, and
principal amount of this Security to be redeemed. In the event of redemption of
this Security in part only, a new Security or Securities for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities with like tenor and
terms to this Security are to be redeemed, the Securities to be redeemed shall
be selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.
Section 4. Optional Repayment. If so specified on the face
hereof, this Security will be repayable prior to the Stated Maturity Date at the
option of the Holder on the Optional Repayment Dates shown on the face hereof at
the Optional Repayment Prices shown on the face hereof together with accrued
interest to the applicable Optional Repayment Date. In order for this Security
to be repaid, the Company must receive at least 30 but not more than 45 days
prior to an Optional Repayment Date this Security with the form below entitled
"Option to Elect Repayment" duly completed. Any tender of this Security for
repayment shall be irrevocable, except as otherwise provided in Sections 5 and 6
hereof. The repayment option
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may be exercised by the Holder of this Security for less than the entire Face
Amount of the Security provided that the Face Amount of the Security remaining
outstanding after repayment is an authorized denomination. Upon such partial
repayment, this Security shall be cancelled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security.
Section 5. Optional Interest Reset. If so specified on the face
hereof, the interest rate on this Security may be reset by the Company on the
date or dates specified on the face hereof (each an "Optional Reset Date"). The
Company may exercise such option with respect to this Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to an
Optional Reset Date for this Security. Not later than 40 days prior to each
Optional Reset Date, the Trustee will mail to the Holder of this Security a
notice (the "Reset Notice"), first class postage prepaid, setting forth (i) the
election of the Company to reset the interest rate, (ii) such new interest rate
and (iii) the provisions, if any, for redemption during the period from such
Optional Reset Date to the next Optional Reset Date or if there is no such next
Optional Reset Date, to the Stated Maturity Date of this Security (each such
period a "Subsequent Interest Period"), including the date or dates on which or
the period or periods during which and the price or prices at which such
redemption may occur during the Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate provided for in the Reset Notice and establish a higher interest rate for
the Subsequent Interest Period commencing on such Optional Reset Date by causing
the Trustee to mail Notice of such higher interest rate to the Holder of this
Security. Such notice shall be irrevocable. All Securities with respect to which
the interest rate is reset on an Optional Reset Date will bear such higher
interest rate, whether or not tendered for repayment as described below.
If the Company elects to reset the interest rate, the Holder of
this Security will have the option to elect repayment by the Company of this
Security on any Optional Reset Date at a price equal to the principal amount
hereof plus any accrued interest to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth above for optional repayment except that the period for delivery of this
Security or notification to the Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date and except that if the Holder has
tendered this Security for repayment pursuant to the Reset Notice, the Holder
may, by written notice to the Trustee, revoke any such tender for repayment
until the close of business on the tenth day prior to such Optional Reset Date.
Section 6. Optional Extension of Maturity. If so specified on the
face hereof, the Stated Maturity Date of this Security may be extended at the
option of the Company for the period or periods specified on the face hereof
(each an "Extension Period") up to but not beyond the date (the "Final Maturity
Date") set forth on the face hereof. The Company may
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exercise such option with respect to this Security by notifying the Trustee of
such exercise at least 50 but not more than 60 days prior to the Stated Maturity
Date of this Security in effect prior to the exercise of such option (the
"Original Stated Maturity Date"). If the Company exercises such option, the
Trustee will mail to the Holder of this Security not later than 40 days prior to
the Original Stated Maturity Date a notice (the "Extension Notice"), first
class, postage prepaid, indicating (i) the election of the Company to extend the
Stated Maturity Date, (ii) the new Stated Maturity Date, (iii) the interest rate
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period, including the date or dates on which or
the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the Trustee's mailing of
the Extension Notice, the Stated Maturity Date of this Security shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, this Security will have the same terms as prior
to the mailing of such Notice.
Notwithstanding the foregoing, not later than 20 days prior to
the Original Stated Maturity Date of this Security the Company may, at its
option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the Trustee
to mail notice of such higher interest rate, first class, postage prepaid, to
the Holder of this Security. Such notice shall be irrevocable. All Securities
with respect to which the Stated Maturity Date is extended will bear such higher
interest rate for the Extension Period, whether or not tendered for repayment as
described below.
If the Company elects to extend the Stated Maturity Date of this
Security, the Holder will have the option to elect repayment of this Security by
the Company on the Original Stated Maturity Date at a price equal to the
principal amount hereof, plus any accrued interest to such date. In order to
obtain repayment on the Original Stated Maturity Date once the Company has
extended the Stated Maturity Date hereof, the Holder must follow the procedures
set forth above for optional repayment, except that the period for delivery of
this Security or notification to the Trustee shall be at least 25 but not more
than 35 days prior to the Original Stated Maturity Date and except that, if the
Holder has tendered this Security for repayment pursuant to an Extension Notice,
the Holder may, by written notice to the Trustee, revoke any such tender for
repayment until the close of business on the tenth day prior to the Original
Stated Maturity Date.
Section 7. Sinking Fund. Unless otherwise specified on the face
hereof, this Security will not be subject to any sinking fund.
Section 8. Discount Securities. If this Security is a Discount
Security, the amount payable in the event of redemption by the Company,
repayment at the option of the Holder or acceleration of Maturity, in lieu of
the Face Amount due at the Stated Maturity hereof, shall be equal to the sum of
(i) unpaid interest, if any, on this Security accrued from the date of issue to
the date of such redemption, repayment or acceleration of maturity, as the case
may be, and (ii) the Amortized Face Amount of this Security as of the date of
such
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redemption, repayment or acceleration. The "Amortized Face Amount" of this
Security shall be the amount equal to (a) the Issue Price (as set forth on the
face hereof) plus (b) that portion of the difference between the Issue Price and
the Face Amount hereof that has accrued at the Yield to Maturity (as set forth
on the face hereof) (computed in accordance with generally accepted United
States bond yield computation principles) at the date as of which the Amortized
Face Amount is calculated, but in no event shall the Amortized Face Amount of
this Security exceed its Face Amount.
Section 9. Modification and Waivers; Obligation of the Company
Absolute. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of all Securities at the time Outstanding to be affected. The Indenture also
contains provisions permitting the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture, and contains provisions permitting the
Holders of not less than a majority in aggregate principal amount, in certain
instances of the Outstanding Securities of individual series and in other
instances of all Securities at the time Outstanding, to waive on behalf of all
of the Holders of Securities of such individual series or of the Holders of all
Securities at the time Outstanding, as the case may be, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security 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 Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay or make provision as
provided in Article Fourteen of the Indenture for the payment of the amount of
principal of (and premium, if any) and interest on this Security herein
provided, and at the times, place and rate, and in the coin or currency, herein
prescribed.
Section 10. Defeasance and Covenant Defeasance. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the
related defaults and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.
Section 11. Authorized Denominations. The Securities of this
series are issuable only in global or certificated registered form, without
coupons, and, unless otherwise specified above (and other than Global
Securities), in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth and to the limitations described below, if applicable,
Securities of this series are exchangeable for a like aggregate Face Amount of
Securities of this
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series and of like tenor of a different authorized denomination, as requested by
the Holder surrendering the same.
Section 12. Registration of Transfer. As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
any place where the principal of (and premium, if any) and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate Face Amount, will be issued to the designated
transferee or transferees.
If this Security is a Global Security, this Security is
exchangeable only if the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not appointed by the
Company within 90 days, or the Depository has ceased to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended. In such case,
the Company will issue Securities in certificated form in exchange for each
Global Security. In addition, the Company may at any time determine not to have
Securities represented by a Global Security and, in such event, will issue
Securities in certificated form in exchange for the Global Security representing
such Security. In addition, if there shall have occurred and be continuing an
Event of Default, the Company will issue Securities in certificated form in
exchange for each Global Security. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to physical delivery
in certificated form of Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name, Securities so
issued in certificated form will be issued in denominations of $100,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
Section 13. Events of Default. If an Event of Default with
respect to the Securities of this series shall have occurred and be continuing,
the principal of all the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture.
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Section 14. Defined Terms. All terms in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture,
Section 15. Governing Law. This Security shall be governed by and
construed in accordance with the law of the State of New York.
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OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects
to have the Company repay the principal amount of this Security or portion
hereof below designated at (i) the Optional Repayment Price indicated on the
face hereof, if this Security is to be repaid pursuant to the Optional Repayment
provision hereof, or (ii) 100% of the principal amount of this Security to be
repaid plus accrued interest to the Optional Reset Date, if this Security is to
be repaid pursuant to the Optional Interest Reset provision hereof, or to the
Original Maturity Date, if this Security is to be repaid pursuant to the
Optional Extension of Maturity provision hereof.
Dated:
---------------------------------- -----------------------------------
Signature
SIGNATURE GUARANTEED: Sign exactly as name appears on the
front of this Security [SIGNATURE
GUARANTEED -- required only if
Securities are to be issued and
delivered to other than the
- ---------------------------------------- registered holder]
Principal amount to be repaid, if amount Fill in for registration of
to be repaid is less than the principal Securities if to be issued
amount of this Security (principal otherwise than to the registered
amount remaining must be an authorized holder:
denomination)
Name:
------------------------------
- ---------------------------------------- Address:
---------------------------
-----------------------------------
(Please print name and address,
including zip code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
-----------------------------------
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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 entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
------- -------
(Guest) (Minor)
Under Uniform Gifts to Minors Act
-----------
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- --------------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee
- --------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
- --------------------------------------------------------------------------------
the within Security of UNITED TECHNOLOGIES CORPORATION and all rights
thereunder and does hereby irrevocably constitute and appoint
- --------------------------------------------------------------------------------
to transfer the said Security on the books of the within-named
Company, with full power of substitution in the premises.
Dated
----------------------------------
SIGNATURE GUARANTEED:
------------------------------------
------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the ace of
the within Security in every
particular, without alteration or
enlargement or any change
whatsoever.
18
[Shearman & Sterling Letterhead]
August 24, 1998
United Technologies Building
One Financial Plaza
Hartford, Connecticut 06101
Medium-Term Notes, Series B
Due Nine Months to Thirty Years from the Date of Issue
-------------------------------------------------------------------
Ladies and Gentlemen:
We are acting as special tax counsel to the United Technologies
Corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (Registration Statement No. 33-46916, the "Registration Statement"),
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
offering from time to time, as set forth in the prospectus dated July 27, 1998
(the "Prospectus"), and in the supplement to the Prospectus, dated August 24,
1998 (the "Prospectus Supplement"), of the Company's Medium-Term Notes, Series
B.
In delivering our opinion, we have reviewed the Registration Statement,
the Prospectus, the exhibits thereto, and the Prospectus Supplement, and have
relied upon the representations, facts and descriptions set forth therein, which
you have represented as being true, correct and complete.
Based upon the foregoing and the Internal Revenue Code of 1986, as
amended, the Treasury Regulations promulgated thereunder (including proposed
Regulations) and our consideration of other pertinent authorities, all as in
effect on the date hereof, we hereby confirm to you our advice as set forth in
the Prospectus Supplement under the heading "United States Taxation".
We also hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the caption "United
States Taxation" in the Prospectus Supplement.
Very truly yours,
/s/ Shearman & Sterling
