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)
April 15, 1996
GENERAL SIGNAL CORPORATION
(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-996 16-0445660
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(Commission File Number) (IRS Employer Identification No.)
High Ridge Park, Stamford Connecticut 06904
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(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code (203) 329-4100
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
1.1 Form of Distribution Agreement relating to Medium-Term
Notes of General Signal Corporation.
4.1 Senior Indenture, dated as of April 15, 1996 by and
between General Signal Corporation and Chemical Bank,
Trustee.
4.2 Subordinated Indenture, dated as of April 15, 1996 by and
between General Signal Corporation and The Chase Manhat-
tan Bank, N.A., Trustee.
4.3 Bond Resolution of General Signal Corporation, relating
to its Medium-Term Senior Notes, Series A, including
forms of Fixed Rate Note and Floating Rate Note.
4.4 Bond Resolution of General Signal Corporation relating to
its Medium-Term Subordinated Notes, Series A including
forms of Floating Rate Note and Fixed Rate Note.
5.1 Form T-1 Statement of Eligibility of Chemical Bank under
the Trust Indenture Act of 1939, as amended.
5.2 Form T-1 Statement of Eligibility of The Chase Manhattan
Bank, N.A. under the Trust Indenture Act of 1939, as
amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
GENERAL SIGNAL CORPORATION
(Registrant)
By: /s/ Julian B. Twombly
------------------------------
Name: Julian B. Twombly
Title: Vice President and Treasurer
Date: April 30, 1996
General Signal Corporation
U.S. $300,000,000
Medium-Term Senior Notes, Series A
Medium-Term Subordinated Notes, Series A
Due Not Less Than Nine Months
From Date of Issue
Distribution Agreement
April 30, 1996
New York, New York
Ladies and Gentlemen:
General Signal Corporation, a New York corporation
(the "Company"), confirms its agreement with you with respect
to the issue and sale by the Company of up to $300,000,000
aggregate principal amount of its Medium-Term Senior Notes,
Series A and Medium-Term Subordinated Notes, Series A (collec-
tively, the "Notes"), each due not less than nine months from
date of issue. The Notes may be issued either on parity with
(the "Senior Notes") or as subordinated to (the "Subordinated
Notes") other unsecured and unsubordinated indebtedness of the
Company, in each case as set forth in a pricing supplement (a
"Pricing Supplement"). Unless otherwise specifically provided
for and set forth in a Pricing Supplement, the Notes will be
issued in minimum denominations of $1,000 and integral multi-
ples of $1,000, or the equivalent thereof in a specified cur-
rency of a country other than the United States or in a com-
posite currency and in any greater denomination that is an
integral multiple of $1,000 of such specified currency or com-
posite currency. References herein to "$" shall be to United
States dollars, and references herein to amounts in United
States dollars shall be deemed to refer to the equivalent
amount of currencies of countries other than the United States
or composite currencies to the extent applicable. The Notes
will be issued only in fully registered form and will have the
interest rates, maturities and, if applicable, other terms set
forth in such Pricing Supplement. The Senior Notes will be
issued, and the terms thereof established, in accordance with
an Indenture (the "Senior Indenture"), dated as of April 15,
1996, between the Company and Chemical Bank as trustee (the
"Senior Trustee") and the Subordinated Notes will be issued,
and the terms thereof established, in accordance with an Inden-
ture (the "Subordinated Indenture" and, together with the
Senior Indenture, the "Indenture"), dated as of April 15, 1996,
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between the Company and The Chase Manhattan Bank, N.A. as trus-
tee (the "Subordinated Trustee" and, together with the Senior
Trustee, the "Trustee"), and the Medium-Term Notes Administra-
tive Procedures attached hereto as Exhibit A (the "Procedures")
(unless a Terms Agreement (as defined in Section 2(b)) modifies
or otherwise supersedes such Procedures with respect to the
Notes issued pursuant to such Terms Agreement). The Procedures
may be amended only by written agreement of the Company and
each Agent (as defined) after notice to, and with the approval
of, the Trustee. For the purposes of this Agreement, the term
"Agent" shall refer to each agent appointed by the Company and
named in a Pricing Supplement who acts solely in the capacity
as an agent for the Company pursuant to Section 2(a) and not as
principal (all such Agents are hereinafter collectively
referred to as the "Agents"), the term "Purchaser" shall refer
to any Agent acting solely as principal pursuant to
Section 2(b) and not as agent, and the term "you" shall refer
to you, as agent of the Company, whether at any time you are
acting in both such capacities or in either such capacity. In
acting under this Agreement, in whatever capacity, you are act-
ing individually and not jointly with any other Agent.
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, you as set forth
below in this Section 1. Certain terms used in this Section 1
are defined in paragraph (i) hereof.
(a) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended (the
"Act"), and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
such Form (File No. 33-33929), including a basic prospec-
tus with respect to $300,000,000 aggregate proceeds from
the sale of the Company's senior and subordinated debt
securities, preferred stock, common stock and warrants to
purchase any of the foregoing securities (the "Securi-
ties"), which (i) has been prepared by the Company in con-
formity with the requirements of the Act and the rules and
regulations (the "Act Rules and Regulations") of the Com-
mission thereunder and (ii) has become effective. Such
registration statement and prospectus may have been
amended or supplemented from time to time prior to the
date of this Agreement; any such amendment to the regis-
tration statement was so prepared and filed with the Com-
mission and any such amendment has become effective. No
stop order suspending the effectiveness of the Registra-
tion Statement or any amendment is in effect, and no
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proceedings for such purpose are pending before or threat-
ened by the Commission. The Securities include the Notes
being offered pursuant to this Agreement. The registra-
tion statement, as amended at the date of this Agreement,
meets the requirements set forth in Rule 415(a)(1)(ix) or
(x) under the Act and complies in all other material
respects with said Rule. The Company has included in such
registration statement, or has filed or will file with the
Commission pursuant to the applicable paragraph of
Rule 424(b) under the Act, a supplement to the form of
prospectus included in such registration statement relat-
ing to the Notes and the plan of distribution thereof (the
"Prospectus Supplement"). In connection with the sale of
Notes the Company proposes to file with the Commission
pursuant to the applicable paragraph of Rule 424(b) under
the Act Pricing Supplements specifying the interest rates,
maturity dates and, if appropriate, other similar terms of
the Notes sold pursuant hereto or the offering thereof.
(b) As of the Execution Time, on the Effective Date,
when any supplement to the Prospectus is filed with the
Commission, as of each date on which the Company accepts
an offer to purchase Notes, as of the date of a Terms
Agreement and at the date of delivery by the Company of
any Notes sold hereunder (a "Closing Date"), (i) each doc-
ument, if any, filed or to be filed pursuant to the Secu-
rities Exchange Act of 1934, as amended (the "Exchange
Act"), and incorporated by reference in the Prospectus
complied or will comply when so filed in all material
respects with the Exchange Act and the rules and regula-
tions thereunder (the "Exchange Act Rules and Regulations"
and, together with the Act Rules and Regulations, the
"Rules and Regulations"); (ii) the Registration Statement,
as amended as of any such time, the Prospectus, as supple-
mented as of any such time, and the Indentures complied
and will comply, in all material respects, with the
requirements of the Act, the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), the Exchange Act
and the Exchange Act Rules and Regulations; (iii) the Reg-
istration Statement, as amended as of any such time, did
not and will not include an untrue statement of a material
fact nor did it omit nor will it omit to state any mate-
rial fact required to be stated therein or necessary in
order to make the statements therein not misleading; and
(iv) the Prospectus, as supplemented as of any such time,
will not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to
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make the statements therein, in the light of the circum-
stances under which they were made, not misleading; pro-
vided, however, that the Company makes no representations
or warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of Eligi-
bility (Form T-1) under the Trust Indenture Act of the
Trustee or (ii) the information contained in or omitted
from the Registration Statement or the Prospectus (or any
supplement thereto) in reliance upon and in conformity
with information furnished in writing to the Company by
any Agent specifically for inclusion in the Registration
Statement or the Prospectus (or any supplement thereto).
(c) As of the time any Notes are issued and sold
hereunder, the relevant Indenture will constitute a legal,
valid and binding instrument enforceable against the Com-
pany in accordance with its terms and such Notes will have
been duly authorized, executed and authenticated in accor-
dance with the provisions of the relevant Indenture and,
when paid for by the purchasers thereof, will constitute
legal, valid and binding obligations of the Company and
will be entitled to the benefits of the relevant
Indenture.
(d) As of the Execution Time, on the Effective Date,
when any supplement to the Prospectus is filed with the
Commission, as of the date of a Terms Agreement and at any
Closing Date, the Company has been duly incorporated, is
validly existing as a corporation in good standing under
the laws of the jurisdiction of its incorporation, and has
the corporate power and authority to own its property and
to conduct its business as described in the Prospectus.
(e) The execution, delivery and performance of this
Agreement, the Indentures, the Notes and any applicable
Terms Agreement, and compliance by the Company with all
the provisions hereof and thereof, and the consummation of
the transactions contemplated hereby and thereby, (i) will
not require any consent, approval, authorization or other
order of any court, regulatory body, administrative agency
or other governmental body (except as such may be required
under the securities or Blue Sky laws of the various
states), (ii) will not conflict with or constitute a
breach of the terms or provisions of the charter or
by-laws of the Company, (iii) will not constitute a mate-
rial breach of any of the terms or provisions of, or a
material default under, the charter or by-laws of any of
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the Company's subsidiaries or any agreement, indenture or
other instrument to which the Company or any of its sub-
sidiaries is a party or by which the Company or any of its
subsidiaries or their respective properties is bound and
which is material to the Company and its subsidiaries,
taken as a whole, or (iv) will not violate or conflict in
any material respect with any laws, administrative regula-
tions or rulings or court decrees applicable to the Com-
pany, any of its subsidiaries or their respective
properties.
(f) This Agreement has been duly authorized, exe-
cuted and delivered by the Company and is a valid and
binding agreement of the Company enforceable in accordance
with its terms except as (i) the enforceability hereof may
be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally, (ii) the availabil-
ity of equitable remedies may be limited by equitable
principles of general applicability and (iii) rights to
indemnity and contribution hereunder may be limited by
applicable law.
(g) Each of the Indentures has been duly qualified
under the Trust Indenture Act, has been duly authorized by
the Company and constitutes a valid and binding agreement
of the Company enforceable against the Company in accor-
dance with its terms, except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or simi-
lar laws affecting creditors' rights generally and
(ii) rights of acceleration and the availability of equi-
table remedies may be limited by equitable principles of
general applicability.
(h) The Notes will conform in all material respects
as to legal matters to the descriptions thereof in the
Prospectus.
(i) The terms which follow, when used in this Agree-
ment, shall have the meanings indicated. The term "the
Effective Date" shall mean each date that the Registration
Statement and any post-effective amendment or amendments
thereto became or become effective and each date after the
date hereof on which a document incorporated by reference
in the Registration Statement is filed. "Execution Time"
shall mean the date and time that this Agreement is exe-
cuted and delivered by the parties hereto. "Basic Pro-
spectus" shall mean the form of basic prospectus relating
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to the Securities contained in the Registration Statement
at the Effective Date. "Prospectus" shall mean the Basic
Prospectus as supplemented by the Prospectus Supplement
and, if the context so requires, the applicable Pricing
Supplement. "Registration Statement" shall mean the reg-
istration statement referred to in paragraph (a) above,
including incorporated documents, exhibits and financial
statements, as amended at the Execution Time. "Rule 415"
and "Rule 424" refer to such rules under the Act. Any
reference herein to the Registration Statement, the Basic
Prospectus, the Prospectus Supplement or the Prospectus
shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of
Form S-3, which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or
the issue date of the Basic Prospectus, the Prospectus
Supplement or the Prospectus, as the case may be; and any
reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement,
the Basic Prospectus, the Prospectus Supplement or the
Prospectus shall be deemed to refer to and include the
filing of any document under the Exchange Act after the
Effective Date of the Registration Statement or the issue
date of the Basic Prospectus, the Prospectus Supplement or
the Prospectus, as the case may be, deemed to be incorpo-
rated therein by reference.
2. Appointment of Agents; Solicitation by the
Agents of Offers To Purchase; Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth herein, the
Company hereby authorizes you to act as its agent to solicit
offers for the purchase of all or part of the Notes from the
Company.
On the basis of the representations and warranties,
and subject to the terms and conditions set forth herein, you
agree, as agent of the Company, to use your reasonable best
efforts to solicit offers to purchase the Notes from the Com-
pany upon the terms and conditions set forth in the Prospectus
(and any supplement thereto) and in the Procedures. In acting
under this Agreement and in connection with the sale of any
Notes by the Company (other than Notes sold to you pursuant to
a Terms Agreement), you are acting solely as agent of the Com-
pany and do not assume any obligation towards or relationship
of agency or trust with any purchaser of Notes. You shall use
your reasonable best efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes has
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been solicited by you and accepted by the Company, but you
shall not, except as otherwise provided in this Agreement, have
any liability to the Company in the event any such purchase is
not consummated for any reason. Except as provided in
Section 2(b), under no circumstances will you be obligated to
purchase any Notes for your own account. It is understood and
agreed, however, that you may purchase Notes as principal pur-
suant to Section 2(b).
The Company reserves the right, in its sole discre-
tion, to instruct you, or any other Agent, if any, to suspend
at any time, for any period of time or permanently, the solici-
tation of offers to purchase Notes. Upon receipt of instruc-
tions from the Company, any Agent will forthwith suspend
solicitation of offers to purchase Notes from the Company until
such time as the Company has advised such Agents that such
solicitation may be resumed.
The Company agrees to pay you a commission, on the
Closing Date with respect to each sale of Notes by the Company
as a result of a solicitation made by you or an offer to pur-
chase received by you, in an amount equal to that percentage
specified in Schedule I hereto of the aggregate principal
amount of the Notes sold by the Company. The Company and any
Agent may agree on a different commission applicable to any
particular sale of Notes but if the Company requests that more
than one Agent solicit offers to purchase Notes of comparable
terms at the same time, the commission payable in respect of
such sales shall be as provided in Schedule I. Such commission
shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited
by you as agent for the Company at such time and in such
amounts as you deem advisable. The Company may from time to
time offer Notes for sale otherwise than through an Agent and
no commission shall be payable to any Agent with respect to any
sale made by the Company other than through an Agent.
You shall communicate to the Company, orally or in
writing, each offer to purchase Notes received by you as agent
that in your judgment should be considered by the Company. The
Company shall have the sole right to accept offers to purchase
Notes and may reject any offer in whole or in part. You shall
have the right to reject any offer to purchase Notes that you
consider to be unacceptable, and any such rejection shall not
be deemed a breach of your agreements contained herein.
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If the Company shall default in its obligations to
deliver Notes to a purchaser whose offer it has accepted as a
result of your solicitation, the Company shall indemnify and
hold you harmless against any loss, claim or damage arising
from or as a result of such default by the Company.
(b) Subject to the terms and conditions stated
herein, whenever the Company and you determine that the Company
shall sell Notes directly to you as principal, each such sale
of Notes shall be made in accordance with the terms of this
Agreement and a supplemental agreement relating to such sale.
Each such supplemental agreement (which may be either an oral
or written agreement) is herein referred to as a "Terms Agree-
ment". Each Terms Agreement shall describe, among other
things, the Notes to be purchased by the Purchaser pursuant
thereto and shall specify the aggregate principal amount of
such Notes, the price to be paid to the Company for such Notes,
the maturity date of such Notes, the rate at which interest
will be paid on such Notes, the dates on which interest will be
paid on such Notes and the record date with respect to each
such payment of interest, the Closing Date for the purchase of
such Notes, the place of delivery of the Notes and payment
therefor, the method of payment and any requirements for the
delivery of opinions of counsel, certificates from the Company
or its officers or a letter from the Company's independent pub-
lic accountants as described in Section 6(b)(iv). Any such
Terms Agreement may also specify the period of time referred to
in Section 4(n). Any written Terms Agreement may be in the
form attached hereto as Exhibit B. The Purchaser's commitment
to purchase Notes shall be deemed to have been made on the
basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and condi-
tions herein set forth.
Delivery of the certificates for Notes sold to the
Purchaser pursuant to a Terms Agreement shall be made not later
than the Closing Date agreed to in such Terms Agreement,
against payment of funds to the Company in the net amount due
to the Company for such Notes by the method and in the form set
forth in the Procedures unless otherwise agreed to between the
Company and the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and
the Purchaser in a Terms Agreement, any Note sold to a Pur-
chaser (i) shall be purchased by such Purchaser at a price
equal to 100% of the principal amount thereof less a percentage
equal to the commission applicable to an agency sale of a Note
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of identical maturity and (ii) may be resold by such Purchaser
at varying prices from time to time or, if set forth in the
applicable Terms Agreement and Pricing Supplement, at a fixed
public offering price. In connection with any resale of Notes
purchased, a Purchaser may use a selling or dealer group and
may reallow to any broker or dealer any portion of the discount
or commission payable pursuant hereto.
3. Offering and Sale of Notes. Both you and the
Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the Proce-
dures, as amended from time to time. The Administrative Proce-
dures may be amended only by written agreement of the Company
and each Agent after notice to, and with the approval of, the
Trustee.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the
Notes (including by way of resale by a Purchaser of
Notes), the Company will not file any amendment of the
Registration Statement or supplement to the Prospectus
(except for (i) periodic or current reports filed under
the Exchange Act, (ii) a supplement relating to any offer-
ing of Notes providing solely for the specification of or
a change in the maturity dates, interest rates, issuance
prices or other similar terms of any Notes or (iii) a sup-
plement relating to an offering of Securities other than
the Notes) unless the Company has furnished each Agent a
copy for its review prior to filing and given each Agent a
reasonable opportunity to comment on any such proposed
amendment or supplement. Subject to the foregoing sen-
tence, the Company will cause each supplement to the
Prospectus to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to you
of such filing. The Company will promptly advise you
(i) when the Prospectus, and any supplement thereto, shall
have been filed with the Commission pursuant to
Rule 424(b), (ii) when, prior to termination of any offer-
ing of Notes, any amendment of the Registration Statement
shall have been filed or become effective, (iii) of any
request by the Commission for any amendment of the Regis-
tration Statement or supplement to the Prospectus or for
any additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or
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threatening of any proceeding for that purpose and (v) of
the receipt by the Company of any notification with
respect to the suspension of the qualification of the
Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Com-
pany will use its best efforts to prevent the issuance of
any such stop order or suspension and, if issued, to
obtain as soon as possible its lifting.
(b) If, at any time when a prospectus relating to
the Notes is required to be delivered under the Act
(including in connection with the distribution of any
Notes acquired from the Company by you as principal), any
event occurs as a result of which the Prospectus as then
supplemented would include any untrue statement of a mate-
rial fact or omit to state any material fact necessary to
make the statements therein, in the light of the circum-
stances under which they were made, not misleading, or if
it shall be necessary at any time to amend the Registra-
tion Statement or to supplement the Prospectus to comply
with the Act or the Exchange Act or, as applicable, the
Rules and Regulations, the Company promptly will, at its
expense, (i) notify you, as well as each other Agent, if
any, to suspend solicitation of offers to purchase Notes
(and, if so notified by the Company, each Agent shall
forthwith suspend such solicitation and cease using the
Prospectus as then supplemented), (ii) prepare and file
with the Commission, subject to the first sentence of
paragraph (a) of this Section 4, an amendment or supple-
ment which will correct such statement or omission or
effect such compliance and (iii) supply any supplemented
Prospectus to you in such quantities as you may reasonably
request. If such amendment or supplement, and any docu-
ments, certificates and opinions furnished to you pursuant
to paragraphs (g), (j), (k) and (l) of this Section 4 in
connection with the preparation or filing of such amend-
ment or supplement are satisfactory in all respects to
you, you will, upon the filing of such amendment or sup-
plement with the Commission and upon the effectiveness of
an amendment to the Registration Statement, if such an
amendment is required, resume the solicitation of offers
to purchase Notes hereunder.
(c) The Company, during the period when a prospectus
relating to the Notes is required to be delivered under
the Act, will file promptly all documents required to be
filed with the Commission pursuant to Section 13(a),
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13(c), 14 or 15(d) of the Exchange Act and will furnish to
you copies of such documents. In addition, on or prior to
the date on which the Company makes any announcement to
the general public concerning earnings or concerning any
other event which is required to be described, or which
the Company proposes to describe, in a document filed pur-
suant to the Exchange Act, the Company will furnish to you
the information contained or to be contained in such
announcement. The Company also will furnish to you copies
of all press releases or announcements furnished to news
or wire services and any other material press releases and
announcements. While any prospectus is required to be
delivered the Company will immediately notify you of any
downgrading or any review of a possible change in the rat-
ing accorded any of the Company's securities by any
"nationally recognized statistical rating organization"
(as such term is defined for purposes of Rule 436(g) under
the Act), as soon as the Company learns of any such down-
grading or notice.
(d) As soon as practicable after the date of each
Terms Agreement and each "effective date" (as defined in
Rule 158 under the Act) of the Registration Statement with
respect to each sale of Notes, the Company will make gen-
erally available to its security holders an earnings
statement that satisfies the provisions of Section 11(a)
of the Act and Rule 158 under the Act.
(e) The Company will furnish to each Agent, without
charge, a copy of the Registration Statement, including
exhibits and all amendments thereto, any related prelimi-
nary prospectus, and any related preliminary prospectus
supplement, and, so long as delivery of a prospectus may
be required by the Act, the Prospectus and all supplements
thereto (other than Pricing Supplements relating to sales
of Notes not solicited or purchased by you), in each case
as soon as available and in such quantities as each Agent
may reasonably request.
(f) The Company will arrange for the qualification
of the Notes for sale and the determination of their eli-
gibility for investment under the laws of such jurisdic-
tions as each Agent may reasonably request and, will con-
tinue such qualifications in effect so long as required
for the distribution of the Notes; provided that the Com-
pany shall not be required to qualify to do business in
any jurisdiction where it is not now qualified or to file
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a general consent to service of process in any
jurisdiction.
(g) The Company shall furnish to you such informa-
tion, documents, certificates of officers of the Company
and opinions of counsel for the Company relating to the
business, operations and affairs of the Company, the Reg-
istration Statement, the Prospectus, and any amendments
thereof or supplements thereto, the Indenture, the Notes,
this Agreement, the Procedures and the performance by the
Company and you of its and your respective obligations
hereunder and thereunder as any of you may from time to
time and at any time prior to the termination of this
Agreement reasonably request.
(h) The Company will, whether or not any sale of
Notes is consummated, pay all costs, expenses, fees and
taxes incident to (i) the preparation, printing, filing
and distribution under the Act of the Registration State-
ment (including financial statements and exhibits), the
Prospectus and all amendments and supplements to any of
them prior to or during the period specified in para-
graph (e) above, (ii) the printing and delivery of the
Prospectus and all amendments or supplements to it during
the period specified in paragraph (e) above, (iii) the
preparation, issuance and delivery of the Notes, (iv) the
fees and disbursements of the Company's counsel and
accountants and of the Trustees and their counsel, (v) the
printing and delivery of this Agreement, any Preliminary
and Supplemental Blue Sky Memoranda and all other agree-
ments, memoranda, correspondence and other documents
printed and delivered in connection with the offering of
the Notes, (vi) the registration or qualification of the
Notes for offer and sale under the securities or Blue Sky
laws of the several states (including the reasonable fees
and disbursements of special counsel for the Agents relat-
ing to such registration or qualification and memoranda
relating thereto), (vii) filings and clearance with the
National Association of Securities Dealers, Inc. in con-
nection with the offering of the Notes, (viii) any fees
charged by rating agencies for the rating of the Notes,
(ix) the reasonable fees and disbursements of Davis Polk &
Wardwell, your counsel, incurred in connection with the
offering and sale of the Notes, including any opinions to
be rendered by such counsel hereunder, (x) if provided in
any applicable Terms Agreement, the listing of the Notes
on the New York Stock Exchange, (xi) furnishing such
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copies of the Registration Statement, the Prospectus and
all amendments and supplements thereto as may be requested
for use in connection with the offering or sale of the
Notes by the Agents or by dealers to whom the Notes may be
sold[, and (xii) any out-of-pocket expenses incurred by
you, provided that any advertising expenses incurred by
you shall have been approved by the Company.
(i) Each acceptance by the Company of an offer to
purchase Notes will be deemed to be an affirmation that
its representations and warranties contained in this
Agreement are true and correct at the time of such accep-
tance, as though made at and as of such time, and a cove-
nant that such representations and warranties will be true
and correct at the time of delivery to the purchaser of
the Notes relating to such acceptance, as though made at
and as of such time (it being understood that for purposes
of the foregoing affirmation and covenant such representa-
tions and warranties shall relate to the Registration
Statement and Prospectus as amended or supplemented at
each such time). Each such acceptance by the Company of
an offer for the purchase of Notes shall be deemed to
constitute an additional representation, warranty and
agreement by the Company that, as of the settlement date
for the sale of such Notes, after giving effect to the
issuance of such Notes, of any other Notes to be issued on
or prior to such settlement date and of any other Securi-
ties to be issued and sold by the Company on or prior to
such settlement date, the aggregate amount of Securities
(including any Notes) which have been issued and sold by
the Company will not exceed the amount of Securities reg-
istered pursuant to the Registration Statement. The Com-
pany will inform you promptly upon your request of the
aggregate amount of Securities registered under the Regis-
tration Statement which remain unsold.
(j) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an
amendment or supplement relating to any offering of Secu-
rities other than the Notes or providing solely for the
specification of or a change in the maturity dates, the
interest rates, the issuance prices or other similar terms
of any Notes sold pursuant hereto), the Company will
deliver or cause to be delivered promptly to you a cer-
tificate of the Company, signed by the Chairman of the
Board, an Executive Vice President, a Senior Vice Presi-
dent, a Vice President or the Treasurer of the Company,
<PAGE>
-14-
dated the date of the effectiveness of such amendment or
the date of the filing of such supplement, in form reason-
ably satisfactory to you, of the same tenor as the cer-
tificate referred to in Section 5(d) but modified to
relate to the last day of the fiscal quarter for which
financial statements of the Company were last filed with
the Commission and to the Registration Statement and the
Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such
supplement.
(k) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an
amendment or supplement (i) relating to any offering of
Securities other than the Notes or (ii) providing solely
for the specification of or a change in the maturity
dates, the interest rates, the issuance prices or other
terms of any Notes sold pursuant hereto), the Company
shall furnish or cause to be furnished promptly to you a
written opinion of each of counsel of the Company and of
outside counsel to the Company, currently dated, in form
and substance satisfactory to you, of the same tenor as
each of the opinions referred to in Sections 5(b)(x) and
5(b)(y), respectively, but modified to relate to the Reg-
istration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such
amendment or the filing of such supplement or, in lieu of
such opinion, counsel last furnishing such an opinion to
you may furnish you with a letter to the effect that you
may rely on such last opinion to the same extent as though
it were dated the date of such letter authorizing reliance
(except that statements in such last opinion will be
deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such
supplement).
(l) Each time that the Registration Statement or the
Prospectus is amended or supplemented to include or incor-
porate amended or supplemental financial information, the
Company shall cause its independent public accountants
promptly to furnish to you a letter, currently dated, in
form reasonably satisfactory to you, of the same tenor as
the letter referred to in Section 5(e) with such changes
as may be necessary to reflect the amended and supplemen-
tal financial information included or incorporated by
<PAGE>
-15-
reference in the Registration Statement and the Pro-
spectus, as amended or supplemented to the date of such
letter.
(m) The obligation of the Company to comply with the
provisions of Sections 4(j), 4(k) and 4(l) shall be sus-
pended during such time as solicitations of offers to pur-
chase the Notes shall have been suspended by the Company
pursuant to Section 2(a); provided, however, that if the
Company notifies you that you may resume solicitations,
the Company shall furnish to you the certificates, opin-
ions and letters that would have been required to be fur-
nished but for such suspension of solicitations.
(n) During the period, if any, specified in any
Terms Agreement, the Company shall not, without the prior
consent of the Purchaser issue or announce the proposed
issuance of any of its debt securities, including Notes,
with terms substantially similar to the Notes being pur-
chased pursuant to such Terms Agreement.
5. Conditions to Your Obligations as Agent. Your
obligations as Agent to solicit offers to purchase the Notes
shall be subject to the accuracy of the representations and
warranties on the part of the Company contained herein as of
the Execution Time, on the Effective Date, when any supplement
to the Prospectus is filed with the Commission, at the time of
such solicitation of offers to purchase the Notes and as of
each Closing Date, to the accuracy of the statements of the
Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospec-
tus, and any such supplement, shall have been filed in the
manner and within the time period required by Rule 424(b);
and no stop order suspending the effectiveness of the Reg-
istration Statement shall have been issued and no proceed-
ings for that purpose shall have been instituted or
threatened.
(b) (x) The Company shall have furnished to you the
opinion of the General Counsel of the Company, dated the
Execution Time, to the effect that:
<PAGE>
-16-
(i) the Company and each of its subsidiaries
has been duly incorporated, is duly qualified and is
in good standing as a foreign corporation and is
authorized to do business in each jurisdiction in
which the nature of its business or its ownership or
leasing of property requires such qualification,
except where the failure to be so qualified or to be
in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as
a whole;
(ii) the Company and each of its subsidiaries
have all necessary consents, authorizations, approv-
als, orders, certificates and permits of and from,
and have made all declarations and filings with, all
federal, state, local and other governmental author-
ities, all self-regulatory organizations and all
courts and other tribunals, to own, lease, license
and use their properties and assets and to conduct
their businesses in the manner described in the Pro-
spectus, as amended or supplemented, except to the
extent that the failure to so obtain, make or file
would not have a material adverse effect on the Com-
pany and its subsidiaries, taken as a whole;
(iii) the execution, delivery and performance of
this Agreement, the Indentures and the Notes and com-
pliance by the Company with all the provisions hereof
and thereof and the consummation of the transactions
contemplated hereby and thereby (a) to such counsel's
knowledge, will not require any consent, approval,
authorization or other order of any court, regulatory
body, administrative agency or other governmental
body (except as such may by required under the secu-
rities or Blue Sky laws of the various states),
(b) will not conflict with or constitute a breach of
any of the terms or provisions of the charter or
by-laws of the Company, (c) to such counsel's knowl-
edge, will not constitute a material breach of any of
the terms or provisions of, or a material default
under, the charter or by-laws of any of the Company's
subsidiaries or any agreement, indenture or other
instrument to which the Company or any of its subsid-
iaries is a party or by which the Company or any of
its subsidiaries or their respective properties is
bound and which is material to the Company and its
subsidiaries, taken as a whole, or (d) to such
<PAGE>
-17-
counsel's knowledge, will not violate or conflict
with any laws, administrative regulations or rulings
or court decrees applicable to the Company or any or
its subsidiaries or their respective properties;
(iv) such counsel does not know of any legal or
governmental proceeding pending or threatened to
which the Company or any of its subsidiaries is a
party or to which any of their respective property is
subject which is required to be described in the Reg-
istration Statement or the Prospectus and is not so
described, or of any contract or other document which
is required to be described in the Registration
Statement or the Prospectus or is required to be
filed as an exhibit to the Registration Statement
which is not described or filed as required; and
(v) to the knowledge of such counsel, (a) each
document filed pursuant to the Exchange Act and
incorporated by reference in the Registration State-
ment and the Prospectus (except for financial state-
ments, related schedules and statistical information
of a financial nature contained or incorporated
therein as to which such counsel need not express any
opinion) complied when so filed as to form in all
material respects with the Exchange Act and the
applicable rules and regulations of the Commission
thereunder and (b) the Registration Statement and the
Prospectus and any supplement or amendment thereto
(except for financial statements, related schedules
and statistical information of a financial nature as
to which no opinion need be expressed) comply as to
form in all material respects with the Act, the Trust
Indenture Act and the applicable rules and regula-
tions of the Commission thereunder.
Such counsel shall additionally state that such coun-
sel has participated in conferences, in person or by tele-
phone, with officers and other representatives of the Com-
pany, representatives of the independent public accoun-
tants for the Company and your representatives and special
counsel for the Agents, at which the contents of the Reg-
istration Statement and the Prospectus and related matters
were discussed, and although such counsel is not passing
upon and does not assume responsibility for the accuracy,
completeness or fairness of the statements contained in
the Registration Statement and the Prospectus, on the
<PAGE>
-18-
basis of the foregoing (relying as to materiality to a
large extent upon the opinions of officers and other rep-
resentatives of the Company), no facts have come to the
attention of such counsel which would lead such counsel to
believe that at the time the Registration Statement became
effective either the Registration Statement or any amend-
ment thereto contained an untrue statement of a material
fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein
in light of the circumstances in which they were made not
misleading or that the Prospectus, as amended or supple-
mented at the date of the opinion, contains an untrue
statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading (except that no opinion need be expressed
as to the financial statements or financial or statistical
data contained or incorporated therein).
References to the Prospectus in this paragraph (b) include
any supplements thereto at the date such opinion is
rendered.
(y) You shall have received an opinion, dated the
Execution Time, of counsel for the Company, to the effect
that:
(i) the Company has been duly incorporated, is
validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation
and has the corporate power and authority required to
carry on its business as it is currently being con-
ducted and to own its properties;
(ii) this Agreement has been duly authorized,
executed and delivered by the Company and is a valid
and binding agreement of the Company, enforceable in
accordance with its terms except as (a) the enforce-
ability hereof may be limited by bankruptcy, insol-
vency or similar laws affecting creditors' rights
generally, (b) the availability of equitable remedies
may be limited by equitable principles of general
applicability and (c) rights to indemnity and contri-
bution hereunder may be limited by applicable law;
(iii) the Indentures have been duly qualified
under the Trust Indenture Act, and have been duly
<PAGE>
-19-
authorized, executed and delivered by the Company and
(assuming the due authorization, execution and deliv-
ery by the relevant Trustee) are valid and binding
agreements of the Company, enforceable in accordance
with their terms except as (a) the enforceability
thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally
and (b) rights of acceleration and the availability
of equitable remedies may be limited by equitable
principles of general applicability;
(iv) the Notes have been duly authorized and
established in conformity with the provisions of the
relevant Indenture and, if the Notes had been exe-
cuted by the Company and authenticated by the rele-
vant Trustee or its duly appointed agent in accor-
dance with the provisions of the relevant Indenture
and delivered to and duly paid for by the purchasers
thereof on the date of such opinion, the Notes would
be entitled to the benefits of such Indenture and
would be valid and binding obligations of the Com-
pany, enforceable in accordance with their respective
terms except as (a) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (b) rights
of acceleration and the availability of equitable
remedies may be limited by equitable principles of
general applicability;
(v) the Company's authorized capitalization is
as set forth in the Prospectus;
(vi) the Registration Statement has become
effective under the Act, and, to the knowledge of
such counsel, no stop order suspending its effective-
ness has been issued and no proceedings for that pur-
pose are pending before or threatened by the
Commission;
(vii) the execution, delivery, and performance of
this Agreement and the Indentures and the issuance
and sale of the Notes and compliance by the Company
with all the provisions hereof and thereof and the
consummation of the transactions contemplated hereby
and thereby (a) will not require any consent,
approval, authorization or other order of any court,
regulatory body, administrative agency or other
<PAGE>
-20-
governmental body (except as such may be required
under the securities or Blue Sky laws of the various
states), (b) will not conflict with or constitute a
breach of any of the terms or provisions of the char-
ter or by-laws of the Company, (c) to such counsel's
knowledge, will not conflict in any material respect
with or constitute a material breach of any of the
terms or provisions of, or a material default under,
the charter or by-laws of any of the Company's sub-
sidiaries or any agreement, indenture or other
instrument to which the Company or any of its subsid-
iaries is a party or by which the Company or any of
its subsidiaries or their respective properties is
bound, and which is material to the Company and its
subsidiaries, taken as a whole, or (d) to such coun-
sel's knowledge, will not violate or conflict in any
material respect with any laws, administrative regu-
lations or rulings or court decrees applicable to the
Company or any of its subsidiaries or their respec-
tive properties (other than Blue Sky or state securi-
ties laws as to which such counsel need express no
opinion);
(viii) the Company is not an "investment company"
or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of
1940, as amended;
(ix) each document filed pursuant to the
Exchange Act and incorporated by reference in the
Registration Statement and the Prospectus (except for
financial statements, related schedules and statisti-
cal information of a financial nature contained or
incorporated therein as to which such counsel need
not express any opinion) complied when so filed as to
form in all material respects with the Exchange Act
and the applicable Rules and Regulations thereunder
and the Registration Statement and the Prospectus and
any supplement or amendment thereto (except for
financial statements, related schedules and statisti-
cal information of a financial nature as to which no
opinion need be expressed) comply as to form in all
material respects with the Act, the Trust Indenture
Act and the applicable rules and regulations there-
under;
<PAGE>
-21-
(x) the statements under the captions "Descrip-
tion of Debt Securities," "Description of Capital
Stock" and "Description of Securities Warrants" in
the Prospectus, and under "Description of Notes" in
the Prospectus Supplement, as amended or supple-
mented, insofar as such statements constitute a sum-
mary of legal matters or documents, fairly present
the information called for with respect to such legal
matters and documents; and
(xi) the statements in the Prospectus Supplement
under the caption "United States Taxation" fairly and
accurately summarize the material United States fed-
eral income tax consequences of the ownership and
disposition of the Notes.
Such counsel shall additionally state that such coun-
sel has participated in conferences, in person or by tele-
phone, with officers and other representatives of the Com-
pany, representatives of the independent public accoun-
tants for the Company and your representatives and special
counsel for the Agents, at which the contents of the Reg-
istration Statement and the Prospectus and related matters
were discussed, and although such counsel is not passing
upon and does not assume responsibility for the accuracy,
completeness or fairness of the statements contained in
the Registration Statement and the Prospectus, on the
basis of the foregoing (relying as to materiality to a
large extent upon the opinions of officers and other rep-
resentatives of the Company), no facts have come to the
attention of such counsel which would lead such counsel to
believe that at the time the Registration Statement became
effective either the Registration Statement or any amend-
ment thereto contained an untrue statement of a material
fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein
in light of the circumstances in which they were made not
misleading or that the Prospectus, as amended or supple-
mented at the date of the opinion, contains an untrue
statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading (except that no statement need be made as
to the financial statements or financial or statistical
data contained or incorporated therein).
<PAGE>
-22-
The opinions described in this paragraph 5(b) shall
be rendered to you at the request of the Company and shall
so state therein.
(c) You shall have received from Davis Polk &
Wardwell or other counsel for the Agents, such opinion or
opinions, dated the Execution Time, with respect to the
issuance and sale of the Notes, the Indenture, the Regis-
tration Statement, the Prospectus (together with any sup-
plement thereto) and other related matters as you may rea-
sonably require, and the Company shall have furnished to
such counsel such documents as such counsel may request
for the purpose of enabling such counsel to pass upon such
matters. In such opinion, Davis Polk & Wardwell or other
counsel for the Agents may state that their opinion is
based upon their participation in the preparation of the
Prospectus and any amendments or supplements thereto (but
not including documents incorporated therein by reference)
and review and discussion of the contents thereof (includ-
ing documents incorporated therein by reference), but are
without independent check or verification, except as
specified.
Notwithstanding the foregoing, the opinions described
in subparagraph (iii) and that next following subparagraph
(v) of paragraph (b)(x) and subparagraphs (iv) (except as
to due authorization of the Notes), (vii), (ix) and that
next following subparagraph (x) of paragraph (b)(y)
above, when contained in an opinion delivered at Execution
Time or pursuant to Section 6(b), shall be deemed not to
address the application of the Commodity Exchange Act, as
amended, or the rules, regulations or interpretations of
the Commodity Futures Trading Commission to Notes the pay-
ments of principal or interest on which will be determined
by reference to one or more currency exchange rates, com-
modity prices, equity indices or other factors.
(d) The Company shall have furnished to you a cer-
tificate of the Company, signed by the Chief Executive
Officer, a Senior Vice President, a Vice President or the
Treasurer of the Company, dated the Execution Time, to the
effect that the signers of such certificate have examined
the Registration Statement, the Prospectus, any supplement
to the Prospectus and this Agreement and that:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
<PAGE>
-23-
material respects on and as of the date hereof with
the same effect as if made on the date hereof and the
Company has complied with all the agreements and sat-
isfied all the conditions on its part to be performed
or satisfied as a condition to your obligation, as
Agent, to solicit offers to purchase the Notes;
(ii) no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or,
to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial
statements included in the Prospectus (exclusive of
any supplement thereto), there has been no material
adverse change in the condition (financial or other),
earnings, business or properties of the Company and
its subsidiaries, whether or not arising from trans-
actions in the ordinary course of business, except as
set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto).
(e) At the Execution Time, Ernst & Young LLP, inde-
pendent accountants for the Company, shall have furnished
to you a letter, dated the date hereof, in form and sub-
stance reasonably satisfactory to you, containing state-
ments and information of the type customarily included in
accountants' "comfort letters" to underwriters with
respect to certain financial information relating to the
Company contained in the Registration Statement and the
Prospectus.
(f) Prior to the Execution Time, the Company shall
have furnished to you such further information, documents,
certificates and opinions of counsel as you may reasonably
request.
(g) Subsequent to the Execution Time and prior to
any Closing Date there shall not have occurred (i) any
downgrading or any review of a possible change in the rat-
ing accorded any of the Company's securities by any
"nationally recognized statistical rating organization"
(as such term is defined for purposes of Rule 436(g) under
the Act) with negative implications or that does not indi-
cate the direction of the possible change; (ii) any
change, or any development involving a prospective change,
in or affecting particularly the business or properties of
<PAGE>
-24-
the Company or its subsidiaries which, in your reasonable
judgment, materially impairs the investment quality of the
Notes; (iii) any suspension or limitation of trading in
securities generally on the New York Stock Exchange, or
any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities
of the Company on any exchange or in the over-the-counter
market; (iv) any banking moratorium declared by Federal or
New York authorities; or (v) any outbreak or escalation of
major hostilities in which the United States is involved,
any declaration of war by Congress or any other substan-
tial national or international calamity or emergency if,
in your reasonable judgment, the effect of any such out-
break, escalation, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with com-
pletion of the sale of and payment for the Notes.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement
shall not be in all material respects reasonably satisfactory
in form and substance to you and special counsel for the
Agents, this Agreement and all of your obligations hereunder
may be cancelled at any time by you. Notice of such cancella-
tion shall be given to the Company in writing or by telephone
or facsimile confirmed in writing.
The documents required to be delivered by this
Section 5 shall be delivered at the office of Davis Polk &
Wardwell, special counsel for the Agents, at 450 Lexington Ave-
nue, New York, New York, on the date hereof.
6. Conditions to the Obligations of a Purchaser.
The obligations of a Purchaser to purchase any Notes will be
subject to the accuracy of the representations and warranties
on the part of the Company herein as of the date of the related
Terms Agreement and as of the Closing Date for such Notes, to
the performance and observance by the Company of all covenants
and agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of
the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or
threatened.
<PAGE>
-25-
(b) To the extent agreed to between the Company and
the Purchaser in a Terms Agreement, the Purchaser shall
have received, appropriately updated, (i) a certificate of
the Company, dated as of the Closing Date, to the effect
set forth in Section 5(d) (except that references to the
Prospectus shall be to the Prospectus as supplemented as
of the date of such Terms Agreement), (ii) (x) the opinion
of the General Counsel for the Company, dated as of the
Closing Date, to the effect set forth in Section 5(b)(x)
and (y) the opinion of counsel to the Company, dated as of
the Closing Date, to the effect set forth in Section
5(b)(y), (iii) the opinion of special counsel for the
Agents, dated as of the Closing Date, to the effect set
forth in Section 5(c), and (iv) letter of independent
accountants for the Company, dated as of the Closing Date,
to the effect set forth in Section 5(e).
(c) Prior to the Closing Date, the Company shall
have furnished to the Purchaser such further information,
certificates and documents as the Purchaser may reasonably
request.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects when and
as provided in this Agreement and the applicable Terms Agree-
ment, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement or such Terms Agreement
and required to be delivered to the Purchaser pursuant to the
terms hereof and thereof shall not be in all material respects
reasonably satisfactory in form and substance to the Purchaser
and special counsel for the Agents, such Terms Agreement and
all obligations of the Purchaser thereunder and with respect to
the Notes subject thereto may be canceled at, or at any time
prior to, the respective Closing Date by the Purchaser. Notice
of such cancellation shall be given to the Company in writing
or by telephone or facsimile confirmed in writing.
7. Right of Person Who Agreed To Purchase To Refuse
To Purchase. (a) The Company agrees that any person who has
agreed to purchase and pay for any Note pursuant to a solici-
tation by you, as Agent, shall have the right to refuse to pur-
chase such Note if, at the Closing Date therefor, any condition
set forth in Section 5 or 6, as applicable, shall not be
satisfied.
(b) The Company agrees that any person who has
agreed to purchase and pay for any Note pursuant to a
<PAGE>
-26-
solicitation by you, as Agent, shall have the right to refuse
to purchase such Note if, subsequent to the agreement to pur-
chase such Note, any change, condition or development specified
in any of Sections 9(b)(i) through (v) shall have occurred
(with your reasonable judgment, as Agent, being substituted for
any judgment of a Purchaser required therein) the effect of
which is, in your reasonable judgment, so material and adverse
as to make it impractical or inadvisable to proceed with the
sale and delivery of such Note (it being understood that under
no circumstance shall you have any duty or obligation to the
Company or to any such person to exercise the judgment permit-
ted to be exercised under this Section 7(b) and Section 9(b)).
8. Indemnification and Contribution. (a) The Com-
pany agrees to indemnify and hold you harmless and each person
who controls you within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act from and against any and all
losses, claims, damages, liabilities and judgments (including,
without limitation, any legal or other expenses reasonably
incurred by you or any such controlling person in connection
with defending or investigating any such action or claim)
caused by any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the
registration of the Securities as originally filed or in any
amendment thereof, or in the Prospectus or any preliminary
Prospectus, or in any amendment thereof or supplement thereto,
or that arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not mis-
leading, except insofar as such losses, claims, damages, lia-
bilities or judgments are caused by any such untrue statement
or alleged untrue statement or omission or alleged omission
made therein based upon and in conformity with information fur-
nished in writing to the Company expressly for use therein by
you or any other Agent, if any.
(b) In case any action shall be brought against you
or any person controlling you, based upon the Registration
Statement or in any amendment thereof or supplement thereto, or
in the Prospectus or in any supplement thereto or upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the state-
ments therein not misleading and with respect to which indem-
nity may be sought against the Company, you shall promptly
notify the Company in writing and the Company shall assume the
defense thereof, including the employment of counsel and pay-
ment of all fees and expenses. You or any person controlling
<PAGE>
-27-
you shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at your expense or at the
expense of such controlling person unless (i) the employment of
such counsel shall have been specifically authorized in writing
by the Company, (ii) the Company shall have failed to assume
the defense and employ counsel or (iii) the named parties to
any such action (including any impleaded parties) include both
you or such controlling person and the Company and (A) you or
such controlling person shall have been advised by such counsel
that there may be one or more legal defenses available to it
which are different from or additional to those available to
the Company or (B) representation of both parties by the same
counsel would be inappropriate due to actual or potential dif-
fering interests between them (in which case the Company shall
not have the right to assume the defense of such action on
behalf of you or such controlling person, it being understood,
however, that the Company shall not, in connection with any one
such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same gen-
eral allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addi-
tion to any appropriate local counsel) for you and your con-
trolling persons, and that all such fees and expenses shall be
reimbursed as they are incurred). The Company shall not be
liable for any settlement of any such action effected without
its written consent but if settled with the written consent of
the Company, the Company agrees to indemnify and hold harmless
you and any such controlling person from and against any loss
or liability by reason of such settlement. No indemnifying
party shall, without the prior written consent of the indem-
nified party (which shall not be unreasonably withheld), effect
any settlement of any pending or threatened proceeding in
respect of which any indemnified party is a named party or
threatened to be named and indemnity could have been sought
hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of
such proceeding.
(c) You agree to indemnify and hold harmless the
Company, its directors, its officers who sign the Registration
Statement and any person controlling the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange
Act, to the same extent as the foregoing indemnity from the
Company to you but only with reference to information furnished
in writing by or on behalf of you expressly for use in the
<PAGE>
-28-
Registration Statement, the Prospectus or any preliminary
prospectus. In case any action shall be brought against the
Company, any of its directors, any such officer or any person
controlling the Company based on the Registration Statement or
any amendment thereof or supplement thereto or the Prospectus
or in any supplement thereto and in respect of which indemnity
may be sought against you, you shall have the rights and duties
given to the Company (except that if the Company shall have
assumed the defense thereof, you shall not be required to do
so, but may employ separate counsel therein and participate in
the defense thereof but the fees and expenses of such counsel
shall be at your expense), and the Company, its directors, any
such officer and any person controlling the Company shall have
the rights and duties given to you, by Section 8(b) hereof.
(d) If the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of
any losses, claims, damages, liabilities or judgments referred
to herein, then each indemnifying party, in lieu of indemnify-
ing such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such
losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and you on the other
hand from the offering of the Notes or (ii) if the allocation
provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also
the relative fault of the Company and you in connection with
the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative benefits
received by the Company and you shall be deemed to be in the
same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company, and the
total discounts and commissions received by you, bear to the
total price to the public of the Notes, in each case as set
forth in the table on the cover page of the Prospectus. The
relative fault of the Company and you shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information sup-
plied by the Company or you and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission.
<PAGE>
-29-
The Company and you agree that it would not be just
and equitable if contribution pursuant to this Section 8(d)
were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable con-
siderations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result
of the losses, claims, damages, liabilities or judgments
referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indem-
nified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this
Section 8, you shall not be required to contribute any amount
in excess of the amount by which the total price at which the
Notes offered by you and distributed to the public were offered
to the public exceeds the amount of any damages which you would
have otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the mean-
ing of Section 11(f) of the Act) shall be entitled to contribu-
tion from any person who was not guilty of such fraudulent mis-
representation. In the event one or more Agents solicit offers
to purchase Notes pursuant to the same prospectus supplement in
which such Agents are named obligations to contribute pursuant
to this Section 8(d) shall be in proportion to the respective
number of Securities purchased by each of such Agents hereunder
and not joint. Each party entitled to contribution agrees that
upon the service of a summons or other initial legal process
upon it in any action instituted against it in respect to which
contribution may be sought, it shall promptly give written
notice of such service to the party or parties from whom con-
tribution may be sought, but the omission so to notify such
party or parties of any such service shall not relieve the
party from whom contribution may be sought for any obligation
it may have hereunder or otherwise.
9. Termination. (a) This Agreement will continue
in effect until terminated as provided in this Section 9. This
Agreement may be terminated either by the Company as to any
Agent or by you insofar as this Agreement relates to you as an
Agent, by giving written notice of such termination to you or
the Company, as the case may be. This Agreement shall so ter-
minate at the close of business on the first business day fol-
lowing the receipt of such notice by the party to whom such
notice is given. In the event of such termination, no party
shall have any liability to the other party hereto, except as
provided in the fourth paragraph of Section 2(a), Section 4(h),
<PAGE>
-30-
Section 8 and Section 10, provided, however, that such termina-
tion shall be without prejudice to any rights, obligations or
liabilities of either party hereto accrued or incurred prior to
such termination.
(b) Each Terms Agreement shall be subject to termi-
nation by the Purchaser, by notice given to the Company prior
to delivery of any payment for any Note to be purchased there-
under, if prior to such time there shall have occurred, subse-
quent to the agreement to purchase such Note, (i) any downgrad-
ing or potential downgrading or any review of a possible change
in the rating accorded any of the Company's securities by any
"nationally recognized statistical rating organization" (as
such term is defined for purposes of Rule 436(g) under the Act)
with negative implications or that does not indicate the
direction of the possible change; (ii) any change, or any
development involving a prospective change, in or affecting
particularly the business or properties of the Company or its
subsidiaries which, in your reasonable judgment, materially
impairs the investment quality of the Notes; (iii) any suspen-
sion or limitation of trading in securities generally on the
New York Stock Exchange, or any setting of minimum prices for
trading on such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-
counter market; (iv) any banking moratorium declared by Federal
or New York authorities; or (v) any outbreak or escalation of
major hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial
national or international calamity or emergency if, in your
reasonable judgment, the effect of any such outbreak, escala-
tion, declaration, calamity or emergency makes it impractical
or inadvisable to proceed with completion of the sale of and
payment for the Notes.
10. Survival of Certain Provisions. The respective
agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of you set forth
in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on
behalf of you or the Company or any of the directors, officers,
employees, agents or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for
the Notes. The provisions of Sections 4(h) and 8 hereof shall
survive the termination or cancellation of this Agreement. The
provisions of this Agreement (including without limitation
Section 7 hereof) applicable to any purchase of a Note for
which an agreement to purchase exists prior to the termination
<PAGE>
-31-
hereof shall survive any termination of this Agreement. If at
the time of termination of this Agreement any Purchaser shall
own any Notes with the intention of selling them, the provi-
sions of Section 4 shall remain in effect until such Notes are
sold by the Purchaser.
11. Notices. All communications hereunder will be
in writing and effective only on receipt, and, if sent to any
of you, will be mailed, delivered or sent by facsimile and con-
firmed to such of you, at the address specified in Schedule I
hereto; or, if sent to the Company, will be mailed, delivered
or sent by facsimile and confirmed to it at General Signal Cor-
poration, High Ridge Park, Stamford, Connecticut 06904, Atten-
tion: Edgar J. Smith, Jr., Esq. (facsimile (203) 329-4396).
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto, their
respective successors, the directors, officers, employees,
agents and controlling persons referred to in Section 8 hereof
and, to the extent provided in Section 7, any person who has
agreed to purchase Notes, and no other person will have any
right or obligation hereunder.
13. Counterparts. This Agreement may be signed in
any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto
were upon the same instrument.
14. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State of
New York.
<PAGE>
-32-
If the foregoing is in accordance with your under-
standing of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among the Com-
pany and you.
Very truly yours,
GENERAL SIGNAL CORPORATION
By: ___________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
[INSERT NAME OF AGENT]
By:_____________________
Name:
Title:
<PAGE>
SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission
equal to the following percentage of the principal amount of
each Note sold on an agency basis by such Agent:
Term Commission Rate
From 9 months to less than 1 year............... .125%
From 1 year to less than 18 months.............. .150%
From 18 months to less than 2 years............. .200%
From 2 years to less than 3 years............... .250%
From 3 years to less than 4 years............... .350%
From 4 years to less than 5 years............... .450%
From 5 years to less than 6 years............... .500%
From 6 years to less than 7 years............... .550%
From 7 years to less than 10 years.............. .600%
From 10 years to less than 15 years............. .625%
From 15 years to less than 20 years............. .650%
From 20 years to less than 30 years............. .750%
From 30 years up to and
including 40 years............................ .875%
Unless otherwise specified in the applicable Terms
Agreement, the discount or commission payable to a Purchaser
shall be determined on the basis of the commission schedule set
forth above. Commissions on Notes with a stated maturity in
excess of 40 years will be negotiated at the time of sale.
Address for Notice to you:
Notices to the Agent shall be directed to it at
, Attention: .
<PAGE>
EXHIBIT A
General Signal Corporation
Medium-Term Note Administrative Procedures
April 30, 1996
General Signal Corporation's (the "Company") Medium-
Term Senior Notes, Series A, and Medium-Term Subordinated
Notes, Series A (collectively, the "Notes") Due Not Less Than
Nine Months From Date of Issue are to be offered on a contin-
uous basis. From time to time the Company may appoint one or
more agents to be named in a Pricing Supplement (as defined)
(each an "Agent" and collectively, the "Agents") to solicit
purchasers of the Notes, in fully registered form, on the Com-
pany's behalf. Agents are not obligated to purchase Notes for
their own account, however, Agents may do so (as set forth in
the immediately succeeding paragraph) in accordance with Sec-
tion 2 of the attached Distribution Agreement between the Com-
pany and you, as an Agent. The Notes are being sold pursuant
to the Distribution Agreement and may be issued either on par-
ity with (the "Senior Notes") or as subordinated to (the "Sub-
ordinated Notes") other unsecured and unsubordinated indebted-
ness of the Company, in each case as set forth in a pricing
supplement (a "Pricing Supplement"). The Notes have been reg-
istered with the Securities and Exchange Commission (the "Com-
mission"). The Senior Notes will be issued under an Indenture
dated as of April 15, 1996 (the "Senior Indenture"), between the
Company and Chemical Bank, as trustee (the "Senior Trustee").
The Subordinated Notes will be issued under an Indenture dated
as of April 15, 1996 (the "Subordinated Indenture" and, together
with the Senior Indenture, the "Indentures") between the Com-
pany and The Chase Manhattan Bank, N.A., as trustee (the "Sub-
ordinated Trustee" and, together with the Senior Trustee, the
"Trustees"). The Indentures and the Trustees are hereinafter
sometimes referred to as the "Indenture" and the "Trustee,"
respectively.
The Distribution Agreement provides that Notes may
also be purchased by an Agent acting solely as principal and
not as agent. In the event of any such purchase, the functions
of both the Agent and the beneficial owner under the adminis-
trative procedures set forth below shall be performed by such
Agent acting solely as principal, unless otherwise agreed to
between the Company and such Agent acting as principal.
Each Note will be represented by either a Global
Security (as defined hereinafter) delivered to the Trustee, as
<PAGE>
-2-
agent for The Depository Trust Company ("DTC"), and recorded in
the book-entry system maintained by DTC (a "Book-Entry Note")
or a certificate delivered to the Holder thereof or a Person
designated by such Holder (a "Certificated Note"). Only Notes
denominated and payable in U.S. dollars may be issued as Book-
Entry Notes. An owner of a Book-Entry Note will not be enti-
tled to receive a certificate representing such Note.
The procedures to be followed during, and the spe-
cific terms of, the solicitation of orders by an Agent and the
sale as a result thereof by the Company are explained below.
Administrative and record-keeping responsibilities will be han-
dled for the Company by its Treasury Department. The Company
will advise each Agent and the applicable Trustee in writing of
those persons handling administrative responsibilities with
whom each Agent and the Trustee are to communicate regarding
orders to purchase Notes and the details of their delivery.
Administrative procedures and specific terms of the
offering are explained below. Book-Entry Notes will be issued
in accordance with the administrative procedures set forth in
Part I hereof, as adjusted in accordance with changes in DTC's
operating requirements, and Certificated Notes will be issued
in accordance with the administrative procedures set forth in
Part II hereof. Unless otherwise defined herein, terms defined
in the Indenture and the Notes shall be used herein as therein
defined. Notes for which interest is calculated on the basis
of a fixed interest rate, which may be zero, are referred to
herein as "Fixed Rate Notes". Notes for which interest is cal-
culated on the basis of a floating interest rate are referred
to herein as "Floating Rate Notes". To the extent the proce-
dures set forth below conflict with the provisions of the
Notes, the applicable Indenture, DTC's operating requirements
or the Distribution Agreement, the relevant provisions of the
Notes, the Indenture, DTC's operating requirements and the Dis-
tribution Agreement shall control.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-
Entry Notes for eligibility in the book-entry system maintained
by DTC, the Senior Trustee in the case of the Senior Notes, and
the Subordinated Trustee in the case of the Subordinated Notes
<PAGE>
-3-
will perform the custodial, document control and administrative
functions described below, in accordance with its respective
obligations under a Letter of Representations from the Company
and the Senior Trustee or the Subordinated Trustee, as the case
may be, to DTC dated as of the date hereof and a Medium-Term
Note Certificate Agreement between the Senior Trustee or the
Subordinated Trustee, as the case may be, and DTC and its obli-
gations as a participant in DTC, including DTC's Same-Day Funds
Settlement system ("SDFS").
Issuance: On any date of settlement (as
defined under "Settlement" below)
for one or more Book-Entry Notes,
the Company will issue a single glo-
bal security (subject to "Denominations"
below) in fully registered
form without coupons (a "Global
Security") representing up to
$300,000,000 principal amount of all
such Book-Entry Notes that have the
same original issue date, original
issue discount provisions, if any,
Interest Payment Dates, Regular
Record Dates, Interest Payment
Period, redemption, repayment and
extension provisions, if any, Matur-
ity Date, and, in the case of Fixed
Rate Notes, interest rate, or, in
the case of Floating Rate Notes,
initial interest rate, Interest Rate
Basis, Index Maturity, Interest
Reset Period, Interest Reset Dates,
Spread or Spread Multiplier, if any,
minimum interest rate, if any, and
maximum interest rate, if any
(collectively, the "Terms"). Each
Global Security will be dated and
issued as of the date of its authen-
tication by the Trustee. Each Glo-
bal Security will bear an original
issue date, which will be (i) with
respect to an original Global Secu-
rity (or any portion thereof), the
original issue date specified in
such Global Security and (ii) fol-
lowing a consolidation of Global
Securities, with respect to the Glo-
bal Security resulting from such
<PAGE>
-4-
consolidation, or with respect to
any Global Security issued in lieu
of a destroyed, lost or stolen Glo-
bal Security, the most recent Inter-
est Payment Date to which interest
has been paid or duly provided for
on the predecessor Global Securi-
ties, regardless of the date of
authentication of such resulting
Global Security. No Global Security
will represent (i) both Fixed Rate
and Floating Rate Book-Entry Notes
or (ii) any Certificated Note.
Identification Numbers: The Company has arranged with the
CUSIP Service Bureau of Standard &
Poor's Corporation (the "CUSIP Ser-
vice Bureau") for the reservation of
a series of CUSIP numbers, which
series consists of approximately 900
CUSIP numbers and relates to Global
Securities representing Book-Entry
Notes and book-entry medium-term
notes issued by the Company with
other series designations. The
Trustee, the Company and DTC have
obtained from the CUSIP Service
Bureau a written list of such
reserved CUSIP numbers. The Company
will assign CUSIP numbers to Global
Securities as described below under
Settlement Procedure "B". DTC will
notify the CUSIP Service Bureau
periodically of the CUSIP numbers
that the Company has assigned to
Global Securities. The Trustee will
notify the Company at any time when
fewer than 100 of the reserved CUSIP
numbers remain unassigned to Global
Securities, and, if it deems neces-
sary, the Company will reserve addi-
tional CUSIP numbers for assignment
to Global Securities. Upon obtain-
ing such additional CUSIP numbers,
the Company shall deliver a list of
such additional CUSIP numbers to the
Trustee and DTC.
<PAGE>
-5-
Registration: Global Securities will be issued
only in fully registered form with-
out coupons. Each Global Security
will be registered in the name of
CEDE & CO., as nominee for DTC, on
the securities register for the
Notes maintained under the Inden-
ture. The beneficial owner of a
Book-Entry Note (or one or more
indirect participants in DTC desig-
nated by such owner) will designate
one or more participants in DTC
(with respect to such Book-Entry
Note, the "Participants") to act as
agent or agents for such owner in
connection with the book-entry sys-
tem maintained by DTC, and DTC will
record in book-entry form, in accor-
dance with instructions provided by
such Participants, a credit balance
with respect to such beneficial
owner in such Book-Entry Note in the
account of such Participants. The
ownership interest of such benefi-
cial owner (or such participant) in
such Book-Entry Note will be
recorded through the records of such
Participants or through the separate
records of such Participants and one
or more indirect participants in
DTC.
Transfers: Transfer of a Book-Entry Note will
be accomplished by book entries made
by DTC and, in turn, by Participants
(and in certain cases, one or more
indirect participants in DTC) acting
on behalf of beneficial transferors
and transferees of such Note.
Exchanges: The Trustee may deliver to DTC and
the CUSIP Service Bureau at any time
a written notice of consolidation (a
copy of which shall be attached to
the resulting Global Security
described below) specifying (i) the
CUSIP numbers of two or more
<PAGE>
-6-
outstanding Global Securities that
represent (A) Fixed Rate Book-Entry
Notes having the same Terms and for
which interest has been paid to the
same date or (B) Floating Rate Book-
Entry Notes having the same Terms
and for which interest has been paid
to the same date, (ii) a date,
occurring at least thirty days after
such written notice is delivered and
at least thirty days before the next
Interest Payment Date for such Book-
Entry Notes, on which such Global
Securities shall be exchanged for a
single replacement Global Security
and (iii) a new CUSIP number,
obtained from the Company, to be
assigned to such replacement Global
Security. Upon receipt of such a
notice, DTC will send to its partic-
ipants (including the Trustee) a
written reorganization notice to the
effect that such exchange will occur
on such date. Prior to the speci-
fied exchange date, the Trustee will
deliver to the CUSIP Service Bureau
a written notice setting forth such
exchange date and such new CUSIP
number and stating that, as of such
exchange date, the CUSIP numbers of
the Global Securities to be
exchanged will no longer be valid.
On the specified exchange date, the
Trustee will exchange such Global
Securities for a single Global Secu-
rity bearing the new CUSIP number
and the CUSIP numbers of the
exchanged Global Securities will, in
accordance with CUSIP Service Bureau
procedures, be canceled and not
immediately reassigned. Notwith-
standing the foregoing, if the Glo-
bal Securities to be exchanged
exceed $200,000,000 in aggregate
principal amount, one Global Secu-
rity will be authenticated and
issued to represent each
<PAGE>
-7-
$200,000,000 of principal amount of
the exchanged Global Securities and
an additional Global Security will
be authenticated and issued to rep-
resent any remaining principal
amount of such Global Securities
(see "Denominations" below).
Maturities: Each Book-Entry Note will mature on
a date not less than nine months
after the Original Issue Date for
such Note. A Floating Rate Book-
Entry Note will mature only on an
Interest Payment Date for such Note.
Any Note denominated in Pounds Ster-
ling will mature on a date not less
than one year, nor more than five
years, after its Original Issue
Date.
Denominations: Book-Entry Notes will be issued in
principal amounts of $1,000 or any
integral multiple of $1,000. Global
Securities will be denominated in
principal amounts not in excess of
$200,000,000. If one or more Book-
Entry Notes having an aggregate
principal amount in excess of
$200,000,000 would, but for the pre-
ceding sentence, be represented by a
single Global Security, then one
Global Security will be authenti-
cated and issued to represent each
$200,000,000 principal amount of
such Book-Entry Note or Notes and an
additional Global Security will be
authenticated and issued to repre-
sent any remaining principal amount
of such Book-Entry Note or Notes.
In such a case, each of the Global
Securities representing such Book-
Entry Note or Notes shall be
assigned the same CUSIP number.
<PAGE>
-8-
Interest: General. Interest, if any, on each
Book-Entry Note will accrue from the
original issue date for the first
interest period or the last date to
which interest has been paid, if
any, for each subsequent interest
period, on the Global Security
representing such Book-Entry Note,
and will be calculated and paid in
the manner described in such Book-
Entry Note and in the Prospectus (as
defined in the Distribution Agree-
ment), as supplemented by the appli-
cable Pricing Supplement. Unless
otherwise specified therein, each
payment of interest on a Book-Entry
Note will include interest accrued
to but excluding the Interest Pay-
ment Date (provided that, in the
case of Floating Rate Book-Entry
Notes which reset daily or weekly,
interest payments will include
accrued interest to but excluding
the Regular Record Date immediately
preceding the Interest Payment Date)
or to but excluding Maturity (other
than a Maturity of a Fixed Rate
Book-Entry Note occurring on the
31st day of a month, in which case
such payment of interest will
include interest accrued to but
excluding the 30th day of such
month). Interest payable at the
Maturity of a Book-Entry Note will
be payable to the Person to whom the
principal of such Note is payable.
Standard & Poor's Corporation will
use the information received in the
pending deposit message described
under Settlement Procedure "C" below
in order to include the amount of
any interest payable and certain
other information regarding the
related Global Security in the
appropriate (daily or weekly) bond
report published by Standard &
Poor's Corporation.
<PAGE>
-9-
Regular Record Dates. The Regular
Record Date with respect to any
Interest Payment Date shall be the
date fifteen calendar days immedi-
ately preceding such Interest Pay-
ment Date (whether or not a Business
Day).
Interest Payment Dates on Fixed Rate
Book-Entry Notes. Unless otherwise
specified pursuant to Settlement
Procedure "A" below, interest pay-
ments on Fixed Rate Book-Entry Notes
will be made semi-annually on
January 15 and July 15 of each year
and at Maturity; provided, however,
that if an Interest Payment Date for
a Fixed Rate Book-Entry Note is not
a Business Day, the payment due on
such day shall be made on the next
succeeding Business Day and no
interest shall accrue on such pay-
ment for the period from and after
such Interest Payment Date; provided
further, that in the case of a Fixed
Rate Book-Entry Note issued between
a Regular Record Date and an Inter-
est Payment Date, the first interest
payment will be made on the Interest
Payment Date following the next suc-
ceeding Regular Record Date.
Interest Payment Dates on Floating
Rate Book-Entry Notes. Interest
payments will be made on Floating
Rate Book-Entry Notes monthly, quar-
terly, semi-annually or annually.
Unless otherwise agreed upon, inter-
est will be payable, in the case of
Floating Rate Book-Entry Notes with
a monthly Interest Payment Period,
on the third Wednesday of each
month; with a quarterly Interest
Payment Period, on the third Wednes-
day of February, May, August and
November of each year; with a
semi-annual Interest Payment Period
<PAGE>
-10-
on the third Wednesday of the two
months specified pursuant to Set-
tlement Procedure "A" below; and
with an annual Interest Payment
Period, on the third Wednesday of
the month specified pursuant to
Settlement Procedure "A" below; pro-
vided, however, that if an Interest
Payment Date for a Floating Rate
Book-Entry Note would otherwise be a
day that is not a Business Day with
respect to such Floating Rate Book-
Entry Note, such Interest Payment
Date will be the next succeeding
Business Day with respect to such
Floating Rate Book-Entry Note,
except in the case of a Floating
Rate Book-Entry Note for which the
Base Rate is LIBOR, if such Business
Day is in the next succeeding calen-
dar month, such Interest Payment
Date will be the immediately preced-
ing Business Day; and provided fur-
ther, that in the case of a Floating
Rate Book-Entry Note issued between
a Regular Record Date and an Inter-
est Payment Date, the first interest
payment will be made on the Interest
Payment Date following the next suc-
ceeding Regular Record Date.
Notice of Interest Payment and Regu-
lar Record Dates. On the first
Business Day of January, April, July
and October of each year, the Trus-
tee will deliver to the Company and
DTC a written list of Regular Record
Dates and Interest Payment Dates
that will occur with respect to
Book-Entry Notes during the
six-month period beginning on such
first Business Day. Promptly after
each Interest Determination Date for
Floating Rate Book-Entry Notes, the
Trustee, as Calculation Agent, will
notify Standard & Poor's Corporation
<PAGE>
-11-
of the interest rates determined on
such Interest Determination Date.
Calculation of Interest: Fixed Rate Book-Entry Notes. Inter-
est on Fixed Rate Book-Entry Notes
(including interest for partial
periods) will be calculated on the
basis of a 360-day year of twelve
30-day months.
Floating Rate Book-Entry Notes.
Interest rates on Floating Rate
Book-Entry Notes will be determined
as set forth in the form of Notes.
Interest on Floating Rate Book-Entry
Notes, except as otherwise set forth
therein, will be calculated on the
basis of actual days elapsed and a
year of 360 days, except that in the
case of a Floating Rate Book-Entry
Note for which the Base Rate is
Treasury Rate, interest will be cal-
culated on the basis of the actual
number of days in the year.
Payments of Principal Payment of Interest Only. Promptly
and Interest: after each Regular Record Date, the
Trustee will deliver to the Company
and DTC a written notice setting
forth, by CUSIP number, the amount
of interest to be paid on each Glo-
bal Security on the following Inter-
est Payment Date (other than an
Interest Payment Date coinciding
with Maturity) and the total of such
amounts. DTC will confirm the
amount payable on each Global Secu-
rity on such Interest Payment Date
by reference to the appropriate
(daily or weekly) bond reports pub-
lished by Standard & Poor's Corpora-
tion. The Company will pay to the
Trustee, as paying agent, the total
amount of interest due on such
Interest Payment Date (other than at
Maturity), and the Trustee will pay
such amount to DTC, at the times and
<PAGE>
-12-
in the manner set forth below under
"Manner of Payment".
Payments at Maturity. On or about
the first Business Day of each
month, the Trustee will deliver to
the Company and DTC a written list
of principal and interest to be paid
on each Global Security maturing (on
a Maturity or Redemption Date or
otherwise) in the following month
and a written statement indicating
the total principal amount of Out-
standing Global Securities as of the
immediately preceding Business Day.
The Trustee, the Company and DTC
will confirm the amounts of such
principal and interest payments with
respect to each such Global Security
on or about the fifth Business Day
preceding the Maturity of such Glo-
bal Security. On or before Matur-
ity, the Company will pay to the
Trustee, as paying agent, the prin-
cipal amount of such Global Secu-
rity, together with interest due at
such Maturity. The Trustee will pay
such amount to DTC at the times and
in the manner set forth below under
"Manner of Payment". If any Matur-
ity of a Global Security represent-
ing Book-Entry Notes is not a Busi-
ness Day, the payment due on such
day shall be made on the next suc-
ceeding Business Day and no interest
shall accrue on such payment for the
period from and after such Maturity.
Promptly after payment to DTC of the
principal and interest due at Matur-
ity of such Global Security, the
Trustee will cancel such Global
Security in accordance with the
Indenture and so advise the Company.
<PAGE>
-13-
Manner of Payment. The total amount
of any principal and interest due on
Global Securities on any Interest
Payment Date or at Maturity shall be
paid by the Company to the Trustee
in immediately available funds no
later than 9:30 A.M. (New York City
time) on such date. The Company
will make such payment on such Glo-
bal Securities by instructing the
Trustee to withdraw funds from an
account maintained by the Company
with the Trustee or by wire transfer
to the Trustee. The Company will
confirm any such instructions in
writing to the Trustee. Prior to
10 A.M. (New York City time) on the
date of Maturity or as soon as pos-
sible thereafter, the Trustee will
pay by separate wire transfer (using
Fedwire message entry instructions
in a form previously specified by
DTC) to an account at the Federal
Reserve Bank of New York previously
specified by DTC, in funds available
for immediate use by DTC, each pay-
ment of principal (together with
interest thereon) due on a Global
Security on such date. On each
Interest Payment Date (other than at
Maturity), interest payments shall
be made to DTC, in funds available
for immediate use by DTC, in accor-
dance with existing arrangements
between the Trustee and DTC. On
each such date, DTC will pay, in
accordance with its SDFS operating
procedures then in effect, such
amounts in funds available for imme-
diate use to the respective Partici-
pants in whose names the Book-Entry
Notes represented by such Global
Securities are recorded in the book-
entry system maintained by DTC.
None of the Company (as issuer or as
paying agent) or the Trustee shall
have any direct responsibility or
<PAGE>
-14-
liability for the payment by DTC to
such Participants of the principal
of and interest on the Book-Entry
Notes.
Withholding Taxes. The amount of
any taxes required under applicable
law to be withheld from any interest
payment on a Book-Entry Note will be
determined and withheld by the Par-
ticipant, indirect participant in
DTC or other Person responsible for
forwarding payments and materials
directly to the beneficial owner of
such Note.
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Reset. Not
of Optional Reset less than 45 or more than 60 days
or Optional before an Optional Reset Date as
Extension of Maturity: set forth in a Book-Entry Note, the
Company will notify the Trustee
whether it is exercising its option
to reset the Interest Rate or Spread
or Spread Multiplier, as the case
may be, for such Book-Entry Note,
and if so, (i) the new Interest Rate
or Spread or Spread Multiplier, as
the case may be, for such Book-Entry
Note during the period from such
Optional Reset Date to the next
Optional Reset Date as set forth in
such Book-Entry Note or, if there is
no such next Optional Reset Date, to
the Stated Maturity of such Book-
Entry Note (the "Subsequent Interest
Period"); and (ii) the provisions,
if any, for redemption of such Book-
Entry Note during such Subsequent
Interest Period, including the date
or dates on which or the period or
periods during which such redemption
may occur during such Subsequent
Interest Period.
<PAGE>
-15-
Company Notice to Trustee Regarding
Exercise of Optional Extension of
Maturity. If the Company elects to
exercise an option, as set forth in
a Book-Entry Note, to extend the
Stated Maturity of such Note, it
will so notify the Trustee no less
than 45 or more than 60 days before
the Stated Maturity of such Book-
Entry Note, and will further indi-
cate (i) the new Stated Maturity;
(ii) the Interest Rate or Spread or
Spread Multiplier, as the case may
be; and (iii) the provisions, if
any, for redemption of such Book-
Entry Note during such extension
period, including the date or dates
on which or the period or periods
during which such redemption may
occur during such extension period.
Trustee Notice to DTC Regarding Com-
pany's Exercise of Optional Exten-
sion or Reset. Upon receipt of
notice from the Company regarding
the Company's exercise of either an
optional extension of maturity or an
optional reset, the Trustee will
hand-deliver a notice to DTC not
less than 40 days before the
Optional Reset Date (in which case a
"Reset Notice") or the Stated Matur-
ity (in which case an "Extension
Notice"), as the case may be, which
Reset Notice or Extension Notice
shall identify such Book-Entry Note
by CUSIP number and shall contain
the information required by the
terms of the Book-Entry Note.
Trustee Notice to Company Regarding
Option To Be Repaid. If, after
receipt of either a Reset Notice or
an Extension Notice, DTC exercises
the option for repayment by tender-
ing the Global Security representing
the Book-Entry Note to be repaid as
<PAGE>
-16-
set forth in such Note, the Trustee
shall give notice to the Company not
less than 22 days before the
Optional Reset Date or the old
Stated Maturity, as the case may be,
of the principal amount of Book-
Entry Notes to be repaid on such
Optional Reset Date or old Stated
Maturity, as the case may be.
Company Notice Regarding New Inter-
est Rate or New Spread or Spread
Multiplier. If the Company elects
to revoke the Interest Rate or
Spread or Spread Multiplier and
establish a higher interest rate or
Spread or Spread Multiplier for an
Optional Reset Period or extension
period, as the case may be, it
shall, not less than 20 days before
such Optional Reset Date or old
Stated Maturity, so notify the Trus-
tee. The Trustee will immediately
thereafter notify DTC of the new
Interest Rate or Spread or Spread
Multiplier applicable to such Book-
Entry Note.
Trustee Notice to Company Regarding
DTC Revocation of Option To Be
Repaid. If, after DTC has tendered
any Book-Entry Notes for repayment
pursuant to an Extension Notice or
an Optional Reset Notice, DTC then
revokes such tender for repayment,
the Trustee shall give notice to the
Company not less than five days
prior to the Stated Maturity or
Optional Reset Date, as the case may
be, of such revocation and of the
principal amount of Book-Entry Notes
for which tender for repayment has
been revoked.
Deposit of Repayment Price. On or
before any old Stated Maturity where
the Maturity has been extended, and
<PAGE>
-17-
on or before an Optional Reset Date,
the Company shall deposit with the
Trustee an amount of money suffi-
cient to pay the principal amount,
plus interest accrued to such old
Stated Maturity or Optional Reset
Date, as the case may be, for all
the Book-Entry Notes or portions
thereof which are to be repaid on
such old Stated Maturity or Optional
Reset Date, as the case may be. The
Trustee will use such money to repay
such Book-Entry Notes pursuant to
the terms set forth in such Notes.
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Redemption.
of Optional Redemption: At least 30 days but not more than
60 days prior to the date on which
it intends to redeem Book-Entry
Note, the Company will notify the
Trustee that it is exercising such
option with respect to such Book-
Entry Note on such date.
Trustee Notice to DTC Regarding Com-
pany's Exercise of Optional Redemp-
tion. After receipt of notice that
the Company is exercising its option
to redeem a Book-Entry Note, the
Trustee will, at least 30 days
before the redemption date for such
Book-Entry Note, hand deliver to DTC
a notice identifying such Book-Entry
Note by CUSIP number and informing
DTC of the Company's exercise of
such option with respect to such
Book-Entry Note.
Deposit of Redemption Price. On or
before any redemption date, the Com-
pany shall deposit with such Trustee
an amount of money sufficient to pay
the redemption price, plus interest
accrued to such redemption date, for
all the Book-Entry Notes or portions
thereof which are to be repaid on
<PAGE>
-18-
such redemption date. Such Trustee
will use such money to repay such
Book-Entry Notes pursuant to the
terms set forth in such Notes.
Payments of Principal Trustee Notice to Company of Option
and Interest upon To Be Repaid. Upon receipt of
Exercise of Optional notice of exercise of the option for
Repayment (Except repayment and the Global Securities
Pursuant to Company's representing the Book-Entry Notes so
Exercise of Optional to be repaid as set forth in such
Reset or Optional Notes, the Trustee shall (unless
Extension): such notice was received pursuant to
the Company's exercise of an
optional reset or an optional exten-
sion of maturity, in each of which
cases the relevant procedures set
forth above are to be followed) give
notice to the Company not less than
20 days prior to each Optional
Repayment Date of such Optional
Repayment Date and of the principal
amount of Book-Entry Notes to be
repaid on such Optional Repayment
Date.
Deposit of Repayment Price. On or
prior to any Optional Repayment
Date, the Company shall deposit with
such Trustee an amount of money suf-
ficient to pay the optional repay-
ment price, and accrued interest
thereon to such date, of all the
Book-Entry Notes or portions thereof
which are to be repaid on such date.
Such Trustee will use such money to
repay such Book-Entry Notes pursuant
to the terms set forth in such
Notes.
Procedure for Rate The Company will discuss with
Setting and Posting: each Agent from time to time the
aggregate principal amount of, the
issuance price of, and the interest
rates to be borne by, Book-Entry
Notes that may be sold as a result
of the solicitation of orders by
<PAGE>
-19-
such Agent. If the Company decides
to set prices of, and rates borne
by, any Book-Entry Notes in respect
of which Agents are to solicit
orders (the setting of such prices
and rates to be referred to herein
as "posting") or if the Company
decides to change prices or rates
previously posted by it, it will
promptly advise each Agent of the
prices and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Orders: Company, each Agent will advise the
Company promptly by telephone of all
orders to purchase Book-Entry Notes
received by such Agent, other than
those rejected by it in whole or in
part in the reasonable exercise of
its discretion. Unless otherwise
agreed by the Company and each
Agent, the Company has the sole
right to accept orders to purchase
Book-Entry Notes and may reject any
such orders in whole or in part.
Preparation of If any order to purchase a Book-
Pricing Supplement: Entry Note is accepted by or on
behalf of the Company, the Company
will prepare a pricing supplement (a
"Pricing Supplement") reflecting the
applicable interest rates and other
terms of such Book-Entry Note and
will arrange to have the Pricing Supplement
filed with the Commission in
accordance with the applicable para-
graph of Rule 424(b) under the Act
and will supply at least ten copies
thereof (and additional copies if
requested) to the Agent which pre-
sented the order (the "Presenting
Agent").
The Presenting Agent will cause a
Prospectus and Pricing Supplement to
be delivered to the purchaser of
such Book-Entry Note.
<PAGE>
-20-
In each instance that a Pricing Sup-
plement is prepared, the Presenting
Agent will affix the Pricing Supple-
ment to Prospectuses prior to their
use. Outdated Pricing Supplements
(other than those retained for
files) will be destroyed.
Suspension of Solici- The Company reserves the right, in
tation; Amendment or its sole discretion, to instruct
Supplement: each Agent to suspend at any time,
for any period of time or perma-
nently, the solicitation of orders
to purchase Book-Entry Notes. Upon
receipt of such instructions, all
such Agents will forthwith suspend
solicitation until such time as the
Company has advised them that such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the Com-
pany will promptly advise each Agent
and the Trustee whether such orders
may be settled and whether copies of
the Prospectus as in effect at the
time of the suspension, together
with the appropriate Pricing Supple-
ment, may be delivered in connection
with the settlement of such orders.
The Company will have the sole
responsibility for such decision and
for any arrangements that may be
made in the event that the Company
determines that such orders may not
be settled or that copies of such
Prospectus may not be so delivered.
If the Company decides to amend or
supplement the Registration State-
ment (as defined in the Distribution
Agreement) or the Prospectus, it
will promptly advise the Agents and
furnish the Agents with the proposed
amendment or supplement and with
<PAGE>
-21-
such certificates and opinions as
are required, all to the extent
required by and in accordance with
the terms of the Distribution Agree-
ment. Subject to the provisions of
the Distribution Agreement, the Com-
pany may file with the Commission
any such supplement to the Prospec-
tus relating to the Notes. The Com-
pany will provide each Agent and the
Trustee with copies of any such sup-
plement, and confirm to each Agent
that such supplement has been filed
with the Commission pursuant to the
applicable paragraph of Rule 424(b).
Procedures For Rate When the Company has determined
Changes: to change the interest rates of
Book-Entry Notes being offered, it
will promptly advise each Agent and
each Agent will forthwith suspend
solicitation of orders. Agents will
telephone the Company with recommen-
dations as to the changed interest
rates. At such time as the Company
has advised each Agent of the new
interest rates, Agents may resume
solicitation of orders. Until such
time only "indications of interest"
may be recorded.
Delivery of Prospectus: A copy of the Prospectus and a Pric-
ing Supplement relating to a Book-
Entry Note must accompany or precede
the earliest of any written offer of
such Book-Entry Note, confirmation
of the purchase of such Book-Entry
Note and payment for such Book-Entry
Note by its purchaser. If notice of
a change in the terms of the Book-
Entry Notes is received by the
Agents between the time an order for
a Book-Entry Note is placed and the
time written confirmation thereof is
sent by the Presenting Agent to a
customer or his agent, such confir-
mation shall be accompanied by a
<PAGE>
-22-
Prospectus and Pricing Supplement
setting forth the terms in effect
when the order was placed. Subject
to "Suspension of Solicitation;
Amendment or Supplement" above, the
Presenting Agent will deliver a Pro-
spectus and Pricing Supplement as
herein described with respect to
each Book-Entry Note sold by it.
The Company will make such delivery
if such Book-Entry Note is sold
directly by the Company to a pur-
chaser (other than an Agent).
Confirmation: For each order to purchase a Book-
Entry Note solicited by any Agent
and accepted by or on behalf of the
Company, the Presenting Agent will
issue a confirmation to the pur-
chaser, with a copy to the Company,
setting forth the details set forth
above and delivery and payment
instructions.
Settlement: The receipt by the Company of imme-
diately available funds in payment
for a Book-Entry Note and the
authentication and issuance of the
Global Security representing such
Book-Entry Note shall constitute
"settlement" with respect to such
Book-Entry Note. All orders
accepted by the Company will be set-
tled on the third Business Day fol-
lowing the date of sale of such
Book-Entry Note pursuant to the
timetable for settlement set forth
below unless the Company and the
purchaser agree to settlement on
another day which shall be no ear-
lier than the next Business Day fol-
lowing the date of sale.
Settlement Procedures: Settlement Procedures with regard to
each Book-Entry Note sold by the
Company through any Agent, as agent,
shall be as follows:
<PAGE>
-23-
A. The Presenting Agent will advise
the Company by telephone of the
following settlement
information:
1. Principal amount.
2. Maturity Date.
3. In the case of a Fixed Rate
Book-Entry Note, the inter-
est rate or, in the case of
a Floating Rate Book-Entry
Note, the Interest Rate
Basis, initial interest rate
(if known at such time),
Index Maturity, Interest
Reset Period, Interest Reset
Dates, Spread or Spread Mul-
tiplier (if any), Minimum
Interest Rate (if any) and
Maximum Interest Rate (if
any).
4. Interest Payment Dates and
the Interest Payment Period.
5. Redemption, repayment and
extension provisions, if
any.
6. Settlement date.
7. Price.
8. Presenting Agent's commis-
sion, determined as provided
in Section 2 of the Distri-
bution Agreement.
9. Whether such Book-Entry Note
is issued at an original
issue discount ("OID") and,
if so, the total amount of
OID, the yield to maturity
and the initial accrual
period OID.
<PAGE>
-24-
10. Any other applicable
provisions.
B. The Company will assign a CUSIP
number to the Global Security
representing such Book-Entry
Note and then advise the Trustee
by telephone (confirmed in writ-
ing at any time on the same
date) or electronic transmission
of the information set forth in
Settlement Procedure "A" above,
such CUSIP number and the name
of the Presenting Agent. The
Company will also notify the
Presenting Agent by telephone of
such CUSIP number as soon as
practicable. Each such communi-
cation by the Company shall con-
stitute a representation and
warranty by the Company to the
Trustee and the Presenting Agent
that (i) such Note is then, and
at the time of issuance and sale
thereof will be, duly authorized
for issuance and sale by the
Company, (ii) such Note, and the
Global Security representing
such Note, will conform with the
terms of the Indenture for such
Note, and (iii) upon authentica-
tion and delivery of such Global
Security, the aggregate initial
offering price of all Notes
issued under the Indenture will
not exceed $300,000,000 (except
for Book-Entry Notes represented
by Global Securities authenti-
cated and delivered in exchange
for or in lieu of Global Securi-
ties pursuant to the Indenture
and except for Certificated
Notes authenticated and deliv-
ered upon registration of trans-
fer of, in exchange for, or in
lieu of Certificated Notes pur-
suant to any such Section).
<PAGE>
-25-
C. The Trustee will enter a pending
deposit message through DTC's
Participant Terminal System pro-
viding the following settlement
information to DTC (which shall
route such information to
Standard & Poor's Corporation),
the Presenting Agent and, upon
request, the Trustee:
1. The information set forth in
Settlement Procedure "A".
2. Identification as a Fixed
Rate Book-Entry Note or a
Floating Rate Book-Entry
Note.
3. Initial Interest Payment
Date for such Book-Entry
Note, number of days by
which such date succeeds the
related Regular Record Date
and amount of interest pay-
able on such Interest Pay-
ment Date.
4. The Interest Payment Period.
5. CUSIP number of the Global
Security representing such
Book-Entry Note.
6. Whether such Global Security
will represent any other
Book-Entry Note (to the
extent known at such time).
D. To the extent the Company has
not already done so, the Company
will deliver to the Trustee a
Global Security in a form that
has been approved by the Com-
pany, the Agents and the Trus-
tee.
<PAGE>
-26-
E. The Trustee will complete such
Book-Entry Note, stamp the
appropriate legend, as
instructed by DTC, if not
already set forth thereon, and
authenticate the Global Security
representing such Book-Entry
Note.
F. DTC will credit such Book-Entry
Note to the Trustee's partici-
pant account at DTC.
G. The Trustee will enter a SDFS
delivery order through DTC's
Participant Terminal System
instructing DTC to (i) debit
such Book-Entry Note to the
Trustee's participant account
and credit such Book-Entry Note
to the Presenting Agent's par-
ticipant account and (ii) debit
the Presenting Agent's settle-
ment account and credit the
Trustee's settlement account for
an amount equal to the price of
such Book-Entry Note less the
Presenting Agent's commission.
The entry of such a delivery
order shall constitute a repre-
sentation and warranty by the
Trustee to DTC that (i) the Glo-
bal Security representing such
Book-Entry Note has been issued
and authenticated and (ii) the
Trustee is holding such Global
Security pursuant to the Medium-
Term Note Certificate Agreement
between the Trustee and DTC.
H. The Presenting Agent will enter
an SDFS delivery order through
DTC's Participant Terminal Sys-
tem instructing DTC (i) to debit
such Book-Entry Note to the Pre-
senting Agent's participant
account and credit such Book-
<PAGE>
-27-
Entry Note to the participant
accounts of the Participants
with respect to such Book-Entry
Note and (ii) to debit the
settlement accounts of such Par-
ticipants and credit the settle-
ment account of the Presenting
Agent for an amount equal to the
price of such Book-Entry Note.
I. Transfers of funds in accordance
with SDFS delivery orders
described in Settlement
Procedures "G" and "H" will be
settled in accordance with SDFS
operating procedures in effect
on the settlement date.
J. The Trustee will, upon receipt
of funds from the Presenting
Agent in accordance with Settle-
ment Procedure "G", wire trans-
fer to the account of the Com-
pany maintained at The Chase
Manhattan Bank, N.A., One Chase
Plaza, New York, New York, funds
available for immediate use in
the amount transferred to the
Trustee in accordance with
Settlement Procedure "G".
K. The Presenting Agent will con-
firm the purchase of such Book-
Entry Note to the purchaser
either by transmitting to the
Participants with respect to
such Book-Entry Note a confirma-
tion order or orders through
DTC's institutional delivery
system or by mailing a written
confirmation to such purchaser.
Settlement Procedures For orders of Book-Entry Notes
Timetable: solicited by any Agent and accepted
by the Company for settlement on the
first Business Day after the sale
date, Settlement Procedures "A"
<PAGE>
-28-
through "K" set forth above shall be
completed as soon as possible but
not later than the respective times
(New York City time) set forth
below:
Settlement
Procedure Time
A 11:00 A.M. on the sale
date
B 12:00 Noon on the sale
date
C 2:00 P.M. on the sale
date
D 3:00 P.M. on the day
before
settlement
E 9:00 A.M. on settle-
ment date
F 10:00 A.M. on settle-
ment date
G-H 2:00 P.M. on settle-
ment date
I 4:45 P.M. on settle-
ment date
J-K 5:00 P.M. on settle-
ment date
If a sale is to be settled more than
one Business Day after the sale
date, Settlement Procedures "A", "B"
and "C" shall be completed as soon
as practicable but no later than
11:00 A.M. and 12:00 Noon on the
first Business Day after the sale
date and no later than 2:00 P.M. on
the Business Day before the settle-
ment date, respectively. If the
initial interest rate for a Floating
Rate Book-Entry Note has not been
determined at the time that Settle-
ment Procedure "A" is completed,
Settlement Procedures "B" and "C"
shall be completed as soon as such
rate has been determined but no
later than 12:00 Noon and 2:00 P.M.,
<PAGE>
-29-
respectively, on the Business Day
before the settlement date. Settle-
ment Procedure "I" is subject to
extension in accordance with any
extension of Fedwire closing dead-
lines and in the other events speci-
fied in SDFS operating procedures in
effect on the settlement date.
If settlement of a Book-Entry Note
is rescheduled or canceled, the
Trustee will deliver to DTC, through
DTC's Participant Terminal System, a
cancellation message to such effect
by no later than 2:00 P.M. on the
Business Day immediately preceding
the scheduled settlement date.
Failure To Settle: If the Trustee fails to enter an
SDFS delivery order with respect to
a Book-Entry Note pursuant to
Settlement Procedure "G", the Trus-
tee may deliver to DTC, through
DTC's Participant Terminal System,
as soon as practicable, a withdrawal
message instructing DTC to debit
such Book-Entry Note to the Trust-
ee's participant account. DTC will
process the withdrawal message, pro-
vided that the Trustee's participant
account contains a principal amount
of the Global Security representing
such Book-Entry Note that is at
least equal to the principal amount
to be debited. If a withdrawal mes-
sage is processed with respect to
all the Book-Entry Notes represented
by a Global Security, the Trustee
will cancel such Global Security in
accordance with the Indenture and so
advise the Company and the Trustee
will make appropriate entries in its
records. The CUSIP number assigned
to such Global Security shall, in
accordance with CUSIP Service Bureau
procedures, be canceled and not
immediately reassigned. If a
<PAGE>
-30-
withdrawal message is processed with
respect to one or more, but not all,
of the Book-Entry Notes represented
by a Global Security, the Trustee
will exchange such Book-Entry Note
for two Global Securities, one of
which shall represent such Book-
Entry Notes and shall be canceled
immediately after issuance and the
other of which shall represent the
other Book-Entry Notes previously
represented by the surrendered Glo-
bal Security and shall bear the
CUSIP number of the surrendered Glo-
bal Security.
If the purchase price for any Book-
Entry Note is not timely paid to the
Participants with respect to such
Note by the beneficial purchaser
thereof (or a Person, including an
indirect participant in DTC, acting
on behalf of such purchaser), such
Participants and, in turn, the Pre-
senting Agent may enter SDFS deliv-
ery orders through DTC's Participant
Terminal System reversing the orders
entered pursuant to Settlement
Procedures "H" and "G", respec-
tively. Thereafter, the Trustee
will deliver the withdrawal message
and take the related actions
described in the preceding para-
graph. If such failure shall have
occurred for any reason other than a
default by the Presenting Agent in
the performance of its obligations
hereunder and under the Distribution
Agreement, then the Company will
reimburse the Presenting Agent or
the Trustee, as applicable, on an
equitable basis for the loss of the
use of the funds during the period
when they were credited to the
account of the Company.
<PAGE>
-31-
Notwithstanding the foregoing, upon
any failure to settle with respect
to a Book-Entry Note, DTC may take
any actions in accordance with its
SDFS operating procedures then in
effect. In the event of a failure
to settle with respect to one or
more, but not all, of the Book-Entry
Notes to have been represented by a
Global Security, the Trustee will
provide, in accordance with Settle-
ment Procedure "E", for the authen-
tication and issuance of a Global
Security representing the other
Book-Entry Notes to have been repre-
sented by such Global Security and
will make appropriate entries in its
records.
Trustee Not to Nothing herein shall be deemed to
Risk Funds: require the Trustee to risk or
expend its own funds in connection
with any payment to the Company,
DTC, the Agents or the purchaser, it
being understood by all parties that
payments made by the Trustee to the
Company, DTC, the Agents or the pur-
chaser shall be made only to the
extent that funds are provided to
the Trustee for such purpose.
Authenticity of The Company will cause the Trustee
Signatures: to furnish the Agents from time to
time with the specimen signatures of
each of the Trustee's officers, em-
ployees or agents who has been
authorized by the Trustee to authen-
ticate Book-Entry Notes, but no
Agent will have any obligation or
liability to the Company or the
Trustee in respect of the authentic-
ity of the signature of any officer,
employee or agent of the Company or
the Trustee on any Book-Entry Note.
<PAGE>
-32-
Payment of Expenses: Each Agent shall forward to the Com-
pany, on a monthly basis, a state-
ment of the out-of-pocket expenses
incurred by such Agent during that
month that are reimbursable to it
pursuant to the terms of the Distri-
bution Agreement. The Company will
remit payment to each Agent cur-
rently on a monthly basis.
Advertising Costs: The Company will determine with the
Agents the amount of advertising
that may be appropriate in solicit-
ing offers to purchase the Book-
Entry Notes. Advertising expenses
will be paid by the Company.
Periodic Statements Periodically, the Trustee
from the Trustee: will send to the Company a statement
setting forth the principal amount
of Book-Entry Notes Outstanding as
of that date and setting forth a
brief description of any sales of
Book-Entry Notes of which the Com-
pany has advised the Trustee but
which have not yet been settled.
<PAGE>
-33-
PART II
Administrative Procedures for Certificated Notes
The Trustee will serve as registrar and
transfer agent in connection with the Certificated Notes.
Issuance: Each Certificated Note will be dated
and issued as of the date of its
authentication by the Trustee. Each
Certificated Note will bear an Origi-
nal Issue Date, which will be (i) with
respect to an original Certificated
Note (or any portion thereof), its
original issuance date (which will be
the settlement date) and (ii) with
respect to any Certificated Note (or
portion thereof) issued subsequently
upon transfer or exchange of a Certif-
icated Note or in lieu of a destroyed,
lost or stolen Certificated Note, the
Original Issue Date of the predecessor
Certificated Note, regardless of the
date of authentication of such subse-
quently issued Certificated Note.
Registration: Certificated Notes will be issued only
in fully registered form without
coupons.
Transfers and A Certificated Note may be presented
Exchanges: for transfer or exchange at the prin-
cipal corporate trust office in the
City of New York of the Trustee. Cer-
tificated Notes will be exchangeable
for other Certificated Notes having
identical terms but different autho-
rized denominations without service
charge. Certificated Notes will not
be exchangeable for Book-Entry Notes.
Maturities: Each Certificated Note will mature on
a date not less than nine months after
the settlement date for such Note. A
Floating Rate Certificated Note will
mature only on an Interest Payment
Date for such Note. Any Note denomi-
nated in Japanese yen will mature on a
<PAGE>
-34-
date not less than one year from the
Original Issue Date (as defined below)
for such Note. Any Note denominated
in Pounds Sterling will mature on a
date not less than one year, nor more
than five years, after its Original
Issue Date.
Denominations: The denomination of any Certificated
Note denominated in U.S. dollars will
be a minimum of $1,000 or any integral
multiple of $1,000. The authorized
denominations of Certificated Notes
denominated in any other currency will
be specified pursuant to "Settlement
Procedures" below.
Interest: General. Interest, if any, on each
Certificated Note will accrue from the
original issue date for the first
interest period or the last date to
which interest has been paid, if any,
for each subsequent interest period,
and will be calculated and paid in the
manner described in such Note and in
the Prospectus, as supplemented by the
applicable Pricing Supplement. Unless
otherwise specified therein, each pay-
ment of interest on a Certificated
Note will include interest accrued to
but excluding the Interest Payment
Date (provided that, in the case of
Certificated Notes which reset daily
or weekly, interest payments will
include accrued interest to but
excluding the Regular Record Date
immediately preceding the Interest
Payment Date) or to but excluding
Maturity (other than a Maturity of a
Fixed Rate Certificated Note occurring
on the 31st day of a month, in which
case such payment of interest will
include interest accrued to but
excluding the 30th day of such month).
Regular Record Dates. The Regular
Record Dates with respect to any
<PAGE>
-35-
Interest Payment Date shall be the
date fifteen calendar days immediately
preceding such Interest Payment Date
(whether or not a Business Day).
Fixed Rate Certificated Notes. Unless
otherwise specified pursuant to
Settlement Procedure "A" below, inter-
est payments on Fixed Rate Certifi-
cated Notes will be made semiannually
on January 15 and July 15 of each year
and at Maturity; provided, however,
that if any Interest Payment Date for
a Fixed Rate Certificated Note is not
a Business Day, the payment due on
such day shall be made on the next
succeeding Business Day and no inter-
est shall accrue on such payment for
the period from and after such Inter-
est Payment Date; provided further,
that in the case of a Fixed Rate Cer-
tificated Note issued between a Regu-
lar Record Date and an Interest Pay-
ment Date, the first interest payment
will be made on the Interest Payment
Date following the next succeeding
Regular Record Date.
Floating Rate Certificated Notes.
Interest payments will be made on
Floating Rate Certificated Notes
monthly, quarterly, semi-annually or
annually. Interest will be payable,
in the case of Floating Rate Certifi-
cated Notes with a monthly Interest
Payment Period, on the third Wednesday
of each month; with a quarterly inter-
est Payment Period, on the third
Wednesday of February, May, August and
November of each year; with a semi-
annual Interest Payment Period, on the
third Wednesday of the two months
specified pursuant to Settlement
Procedure "A" below; and with an
annual Interest Payment Period, on the
third Wednesday of the month specified
pursuant to Settlement Procedure "A"
<PAGE>
-36-
below; provided, however, that if an
Interest Payment Date for a Floating
Rate Certificated Note would otherwise
be a day that is not a Business Day
with respect to such Floating Rate
Certificated Note, such Interest Pay-
ment Date will be the next succeeding
Business Day with respect to such
Floating Rate Certificated Note,
except in the case of a Floating Rate
Certificated Note for which the Base
Rate is LIBOR, if such Business Day is
in the next succeeding calendar month,
such Interest Payment Date will be the
immediately preceding Business Day;
and provided further, that in the case
of a Floating Rate Certificated Note
issued between a Regular Record Date
and an Interest Payment Date, the
first interest payment will be made on
the Interest Payment Date following
the next succeeding Regular Record
Date.
Calculation of Fixed Rate Certificated Note.
Interest: Interest on Fixed Rate Certificated
Notes (including interest for partial
periods) will be calculated on the
basis of a 360-day year of twelve
30-day months.
Floating Rate Certificated Notes.
Interest rates on Floating Rate Cer-
tificated Notes will be determined as
set forth in the form of Notes.
Interest on Floating Rate Certificated
Notes, except as otherwise set forth
therein, will be calculated on the
basis of actual days elapsed and a
year of 360 days, except that in the
case of a Floating Rate Certificated
Note for which the Base Rate is Trea-
sury Rate, interest will be calculated
on the basis of the actual number of
days in the year.
<PAGE>
-37-
Payments of Principal Interest, if any, on each Certifi-
and Interest: cated Note will be calculated and paid
in the manner described in such Note
and in the Prospectus, as supplemented
by the applicable Pricing Supplement.
Unless otherwise provided in the
Indenture or the Certificated Note,
the first payment of interest on any
Certificated Note originally issued
between a Record Date and an Interest
Payment Date will be made on the next
succeeding Interest Payment Date.
Interest payable at the Maturity of a
Certificated Note will be payable to
the Person to whom the principal of
such Note is payable. Unless other
arrangements are made, all interest
payments (excluding interest payments
made on the Maturity Date) will be
made by check mailed to the person
entitled thereto as provided above;
provided, however, that the holder of
$10,000,000 (or the equivalent thereof
in other currencies) or more of Cer-
tificated Notes with similar tenor and
terms will be entitled to receive pay-
ment by wire transfer in U.S. dollars.
Within 10 days following each Record
Date, the Trustee will inform the Com-
pany of the total amount of the inter-
est payments to be made by the Company
on the next succeeding Interest Pay-
ment Date. The Trustee will provide
monthly to the Company a list of the
principal and interest to be paid on
Certificated Notes maturing in the
next succeeding month.
The Trustee will be responsible for
withholding taxes on interest paid on
Certificated Notes as required by
applicable law.
If the Maturity of a Certificated Note
is not a Business Day, the payment due
on such day shall be made on the next
<PAGE>
-38-
succeeding Business Day and no inter-
est shall accrue on such payment for
the period from and after such
Maturity.
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Reset. Not less
of Optional Reset than 45 or more than 60 days before
or Optional Extension an Optional Reset Date as set forth
of Maturity: in a Certificated Note, the Company
will notify the Trustee whether it is
exercising its option to reset the
Interest Rate or Spread or Spread Mul-
tiplier, as the case may be, for such
Certificated Note, and if so, (i) the
new Interest Rate or Spread or Spread
Multiplier, as the case may be, for
such Certificated Note during the
period from such Optional Reset Date
to the next Optional Reset Date as set
forth in such Certificated Note or, if
there is no such next Optional Reset
Date, to the Maturity Date of such
Certificated Note (the "Subsequent
Interest Period"); and (ii) the provi-
sions, if any, for redemption of such
Certificated Note during such Subse-
quent Interest Period, including the
date or dates on which or the period
or periods during which such redemp-
tion may occur during such Subsequent
Interest Period.
Company Notice to Trustee Regarding
Exercise of Optional Extension of
Maturity. If the Company elects to
exercise an option, as set forth in a
Certificated Note, to extend the
Maturity Date of such Note, it will so
notify the Trustee no less than 45 or
more than 60 days before the Maturity
Date of such Certificated Note, and
will further indicate (i) the new
Maturity Date; (ii) the Interest Rate
or Spread or Spread Multiplier, as the
case may be; and (iii) the provisions,
if any, for redemption of such
<PAGE>
-39-
Certificated Note during such exten-
sion period, including the date or
dates on which or the period or peri-
ods during which such redemption may
occur during such extension period.
Trustee Notice to Holders Regarding
Company's Exercise of Optional Exten-
sion or Reset. Upon receipt of notice
from the Company regarding the Compa-
ny's exercise of either an optional
extension of maturity or an optional
reset, the Trustee will mail a notice,
first class, postage prepaid, to the
Holder not less than 40 days before
the Optional Reset Date (in which case
a "Reset Notice") or the Maturity Date
(in which case an "Extension Notice"),
as the case may be, which Reset Notice
or Extension Notice shall contain the
information required by the terms of
the Certificated Note.
Trustee Notice to Company Regarding
Option To Be Repaid. If, after
receipt of either a Reset Notice or an
Extension Notice, any Holder of a Cer-
tificated Note exercises the option
for repayment by tendering the Certif-
icated Note to be repaid as set forth
in the Certificated Note, the Trustee
shall give notice to the Company not
less than 22 days before the Optional
Reset Date or the old Maturity Date,
as the case may be, of the principal
amount of Certificated Notes to be
repaid on such Optional Reset Date or
old Maturity Date, as the case may be.
Company Notice Regarding New Interest
Rate or New Spread or Spread Multi-
plier. If the Company elects to
revoke the Interest Rate or Spread or
Spread Multiplier and establish a
higher interest rate or Spread or
Spread Multiplier for an Optional
Reset Period or extension period, as
<PAGE>
-40-
the case may be, it shall, not less
than 20 days before such Optional
Reset Date or old Maturity Date, so
notify the Trustee. The Trustee will
immediately thereafter notify the
Holder of such Certificated Note, by
first class mail, postage prepaid of
the new Interest Rate or Spread or
Spread Multiplier applicable to such
Certificated Note.
Trustee Notice to Company Regarding
Holders' Revocation of Option To Be
Repaid. If, after the Holder has ten-
dered any Certificated Notes for
repayment pursuant to an Extension
Notice or an Optional Reset Notice,
such Holder then revokes such tender
for repayment, the Trustee shall give
notice to the Company not less than
five days prior to the Maturity Date
or Optional Reset Date, as the case
may be, of such revocation and of the
principal amount of Certificated Notes
for which tender for repayment has
been revoked.
Deposit of Repayment Price. On or
before any old Maturity Date where the
Maturity has been extended, and on or
before an Optional Reset Date, the
Company shall deposit with the Trustee
an amount of money sufficient to pay
the principal amount, plus interest
accrued to such old Maturity Date or
Optional Reset Date, as the case may
be, for all the Certificated Notes or
portions thereof which are to be
repaid on such old Maturity Date or
Optional Reset Date, as the case may
be. Such Trustee will use such money
to repay such Certificated Notes pur-
suant to the terms set forth in such
Notes.
<PAGE>
-41-
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Redemption.
of Optional Redemption: At least 30 days but not more than 60
days prior to the date on which it
intends to redeem a Certificated Note,
the Company will notify the Trustee
that it is exercising such option with
respect to such Certificated Note on
such date.
Trustee Notice to Holders Regarding
Company's Exercise of Optional Redemp-
tion. After receipt of notice that
the Company is exercising its option
to redeem a Certificated Note, the
Trustee will, at least 30 days before
the redemption date for such Certifi-
cated Note, mail a notice, first
class, postage prepaid, to the Holder
of such Certificated Note informing
such Holder of the Company's exercise
of such option with respect to such
Certificated Note.
Deposit of Redemption Price. On or
before any redemption date, the Com-
pany shall deposit with such Trustee
an amount of money sufficient to pay
the redemption price, plus interest
accrued to such redemption date, for
all the Certificated Notes or portions
thereof and which are to be repaid on
such redemption date. Such Trustee
will use such money to repay such Cer-
tificated Notes pursuant to the terms
set forth in such Notes.
Payments of Principal Trustee Notice to Company of Option
and Interest Upon To Be Repaid. Upon receipt of notice
Exercise of Optional of exercise of the option for
Repayment (Except repayment and the Global Securities
Pursuant to Company's representing the Certificated Notes
Exercise of Optional so to be repaid as set forth in such
Reset or Optional Notes, the Trustee shall (unless such
Extension): notice was received pursuant to the
Company's exercise of an optional
reset or an optional extension of
<PAGE>
-42-
maturity, in each of which cases the
relevant procedures set forth above
are to be followed) give notice to the
Company not less than 20 days prior to
each Optional Repayment Date of such
Optional Repayment Date and of the
principal amount of Certificated Notes
to be repaid on such Optional Repay-
ment Date.
Deposit of Repayment Price. On or
prior to any Optional Repayment Date,
the Company shall deposit with such
Trustee an amount of money sufficient
to pay the optional repayment price,
and accrued interest thereon to such
date, of all the Certificated Notes or
portions thereof which are to be
repaid on such date. Such Trustee
will use such money to repay such Cer-
tificated Notes pursuant to the terms
set forth in such Notes.
Procedure for Rate The Company will discuss with each
Setting and Posting: Agent from time to time the aggregate
principal amount of, the issuance
price of, and the interest rates to be
borne by, Notes that may be sold as a
result of the solicitation of orders
by such Agent. If the Company decides
to set prices of, and rates borne by,
any Notes in respect of which Agents
are to solicit orders (the setting of
such prices and rates to be referred
to herein as "posting") or if the Com-
pany decides to change prices or rates
previously posted by it, it will
promptly advise each Agent of the
prices and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Orders: Company, each Agent will advise the
Company promptly by telephone of all
orders to purchase Certificated Notes
received by such Agent, other than
those rejected by it in whole or in
part in the reasonable exercise of its
<PAGE>
-43-
discretion. Unless otherwise agreed
by the Company and each Agent, the
Company has the sole right to accept
orders to purchase Certificated Notes
and may reject any such orders in
whole or in part. Before accepting
any order to purchase a Certificated
Note to be settled in less than three
Business Days, the Company shall ver-
ify that the Trustee will have ade-
quate time to prepare and authenticate
such Note.
Preparation of If any order to purchase a Certifi-
Pricing Supplement: cated Note is accepted by or on behalf
of the Company, the Company will pre-
pare a pricing supplement (a "Pricing
Supplement") reflecting the interest
rates and other terms of such Certi-
fied Note and will arrange to have the
Pricing Supplement filed with the Commis-
sion in accordance with the applicable
paragraph of Rule 424(b) under the Act
and will supply at least ten copies
thereof (and additional copies if
requested) to the Agent which pre-
sented the order (the "Presenting
Agent"). The Presenting Agent will
cause a Prospectus and Pricing Supple-
ment to be delivered to the purchaser
of such Certificated Note.
In each instance that a Pricing Sup-
plement is prepared, the Presenting
Agent will affix the Pricing Supple-
ment to Prospectuses prior to their
use. Outdated Pricing Supplements
(other than those retained for files)
will be destroyed.
Suspension of Solici- The Company reserves the right, in
tation; Amendment or its sole discretion, to instruct each
Supplement: Agent to suspend at any time for any
period of time or permanently, the
solicitation of orders to purchase
Certificated Notes. Upon receipt of
such instructions, all such Agents
<PAGE>
-44-
will forthwith suspend solicitation
until such time as the Company has
advised them that such solicitation
may be resumed.
In the event that at the time the Com-
pany suspends solicitation of pur-
chases there shall be any orders out-
standing for settlement, the Company
will promptly advise each Agent and
the Trustee whether such orders may be
settled and whether copies of the Pro-
spectus as in effect at the time of
the suspension, together with the
appropriate Pricing Supplement, may be
delivered in connection with the
settlement of such orders. The Com-
pany will have the sole responsibility
for such decision and for any arrange-
ments that may be made in the event
that the Company determines that such
orders may not be settled or that cop-
ies of such Prospectus may not be so
delivered.
If the Company decides to amend or
supplement the Registration Statement
or the Prospectus, it will promptly
advise the Agents and furnish the
Agents with the proposed amendment or
supplement and with such certificates
and opinions as are required, all to
the extent required by and in accor-
dance with the terms of the Distribu-
tion Agreement. Subject to the provi-
sions of the Distribution Agreement,
the Company may file with the Commis-
sion any supplement to the Prospectus
relating to the Notes. The Company
will provide each Agent and the Trus-
tee with copies of any such supple-
ment, and confirm to each Agent that
such supplement has been filed with
the Commission pursuant to the appli-
cable paragraph of Rule 424(b).
<PAGE>
-45-
Procedure for Rate When the Company has determined to
Changes: change the interest rates of Certifi-
cated Notes being offered, it will
promptly advise each Agent and each
Agent will forthwith suspend solicita-
tion of orders. Agents will telephone
the Company with recommendations as to
the changed interest rates. At such
time as the Company has advised each
Agent of the new interest rates,
Agents may resume solicitation of
orders. Until such time only "indica-
tions of interest" may be recorded.
Delivery of Prospectus: A copy of the Prospectus and a Pricing
Supplement relating to a Certificated
Note must accompany or precede the
earliest of any written offer of such
Certificated Note, confirmation of the
purchase of such Certificated Note and
payment for such Certificated Note by
its purchaser. If notice of a change
in the terms of the Certificated Notes
is received by the Agents between the
time an order for a Certificated Note
is placed and the time written confir-
mation thereof is sent by the Present-
ing Agent to a customer or his agent,
such confirmation shall be accompanied
by a Prospectus and Pricing Supplement
setting forth the terms in effect when
the order was placed. Subject to
"Suspension of Solicitation; Amendment
or Supplement" above, the Presenting
Agent will deliver a Prospectus and
Pricing Supplement as herein described
with respect to each Certificated Note
sold by it. The Company will make
such delivery if such Certificated
Note is sold directly by the Company
to a purchaser (other than any Agent).
Confirmation: For each order to purchase a Certifi-
cated Note solicited by any Agent and
accepted by or on behalf of the Com-
pany, the Presenting Agent will issue
a confirmation to the purchaser, with
<PAGE>
-46-
a copy to the Company, setting forth
the details set forth above and deliv-
ery and payment instructions.
Settlement: The receipt by the Company of immedi-
ately available funds in exchange for
an authenticated Certificated Note
delivered to the Presenting Agent and
the Presenting Agent's delivery of
such Certificated Note against receipt
of immediately available funds shall,
with respect to such Certificated
Note, constitute "settlement". All
orders accepted by the Company will be
settled on the third Business Day fol-
lowing the date of sale pursuant to
the timetable for settlement set forth
below, unless the Company and the pur-
chaser agree to settlement on another
day which shall be no earlier than the
next Business Day following the date
of sale.
Settlement Procedures: Settlement Procedures with regard to
each Certificated Note sold by the
Company through any Agent, as agent,
shall be as follows:
A. The Presenting Agent will advise
the Company by telephone of the
following settlement information,
in time for the Trustee to prepare
and authenticate the required
Note:
1. Name in which such Certifi-
cated Note is to be registered
("Registered Owner").
2. Address of the Registered
Owner and address for payment
of principal and interest.
3. Taxpayer identification number
of the Registered Owner (if
available).
4. Principal amount.
<PAGE>
-47-
5. Maturity Date.
6. In the case of a Fixed Rate
Certificated Note, the inter-
est rate or, in the case of a
Floating Rate Certificated
Note, the initial interest
rate (if known at such time),
Interest Rate Basis, Index
Maturity, Interest Reset
Period, Interest Reset Dates,
Spread or Spread Multiplier
(if any), Minimum Interest
Rate (if any) and Maximum
Interest Rate (if any).
7. Interest Payment Dates and the
Interest Payment Period.
8. Specified Currency and whether
the option to elect payment in
a Specified Currency applies
and if the Specified Currency
is not U.S. dollars, the
authorized denominations.
9. Redemption, repayment or
extension provisions, if any.
10. Settlement date.
11. Price (including currency).
12. Presenting Agent's commission,
determined as provided in
Section 2 of the Distribution
Agreement.
13. Whether such Certificated Note
is issued at an original issue
discount, and, if so, the
total amount of OID, the yield
to maturity and the initial
accrual period OID.
14. Any other applicable
provisions.
<PAGE>
-48-
B. The Company will advise the Trus-
tee by telephone (confirmed in
writing at any time on the sale
date) or electronic transmission
of the information set forth in
Settlement Procedure "A" above and
the name of the Presenting Agent.
C. The Company will deliver to the
Trustee a pre-printed four-ply
packet for such Certificated Note,
which packet will contain the fol-
lowing documents in forms that
have been approved by Company, the
Agents and the Trustee:
1. Certificated Note with cus-
tomer confirmation.
2. Stub One - For Trustee.
3. Stub Two - For the Presenting
Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such
Certificated Note and will authen-
ticate such Certificated Note and
deliver it (with the confirmation)
and Stubs One and Two to the Pre-
senting Agent, all in accordance
with the written directions (or
oral instructions confirmed in
writing on the next Business Day)
of the Company at the following
applicable address: [insert
address]. The Presenting Agent
will acknowledge receipt of the
Note by stamping or otherwise
marking Stub One and returning it
to the Trustee. Such delivery
will be made only against such
acknowledgment of receipt. In the
event that the instructions given
by the Presenting Agent for pay-
ment to the account of the Company
<PAGE>
-49-
are revoked, the Company will as
promptly as possible wire transfer
to the account of the Presenting
Agent an amount of immediately
available funds equal to the
amount of such payment made.
E. The Presenting Agent will deliver
such Certificated Note (with the
confirmation) to the customer
against payment in immediately
payable funds. The Presenting
Agent will obtain the acknowledg-
ment of receipt of such Certifi-
cated Note by retaining Stub Two.
F. The Trustee will send Stub Three
to the Company by first-class
mail.
Settlement Procedures For orders of Certificated Notes
Timetable: solicited by any Agent, as agent, and
accepted by the Company, Settlement
Procedures "A" through "F" set forth
above shall be completed on or before
the respective times (New York City
time) set forth below:
Settlement
Procedure Time
A 2:00 P.M. on the day
before
settlement
B-C 3:00 P.M. on the day
before
settlement
D 2:15 P.M. on settlement
date
E 3:00 P.M. on settlement
date
F 5:00 P.M. on settlement
date
<PAGE>
-50-
Failure To Settle: If a purchaser fails to accept deliv-
ery of and make payment for any Cer-
tificated Note, the Presenting Agent
will notify the Company and the Trus-
tee by telephone and return such Cer-
tificated Note to the Trustee. Upon
receipt of such notice, the Company
will immediately wire transfer to the
account of the Presenting Agent an
amount equal to the amount previously
credited to the account of Company in
respect of such Certificated Note.
Such wire transfer will be made on the
settlement date, if possible, and in
any event not later than the Business
Day following the settlement date. If
the failure shall have occurred for
any reason other than a default by the
Presenting Agent in the performance of
its obligations hereunder and under
the Distribution Agreement, then the
Company will reimburse the Presenting
Agent or the Trustee, as appropriate,
on an equitable basis for its loss of
the use of the funds during the period
when they were credited to the account
of the Company. Immediately upon
receipt of the Certificated Note in
respect of which such failure
occurred, the Trustee will cancel such
Certificated Note in accordance with
the Indenture and so advise the Com-
pany and the Trustee will make appro-
priate entries in its records.
Trustee Not To Nothing herein shall be deemed to
Risk Funds: require the Trustee to risk or expend
its own funds in connection with any
payment to the Company, the Agents or
the purchaser, it being understood by
all parties that payments made by the
Trustee to the Company, the Agents or
the purchaser shall be made only to
the extent that funds are provided to
the Trustee for such purpose.
<PAGE>
-51-
Authenticity of The Company will cause the Trustee to
Signatures: furnish the Agents from time to time
with the specimen signatures of each
of the Trustee's officers, employees
or agents who has been authorized by
the Trustee to authenticate Certifi-
cated Notes, but no Agent will have
any obligation or liability to the
Company or the Trustee in respect of
the authenticity of the signature of
any officer, employee or agent of the
Company or the Trustee on any Certifi-
cated Note.
Payment of Expenses: Each Agent shall forward to the Com-
pany, on a monthly basis, a statement
of the out-of-pocket expenses incurred
by such Agent during that month that
are reimbursable to it pursuant to the
terms of the Distribution Agreement.
The Company will remit payment to each
Agent currently on a monthly basis.
Advertising Costs: The Company will determine with the
Agents the amount of advertising that
may be appropriate in soliciting
orders to purchase the Certificated
Notes. Advertising expenses will be
paid by the Company.
Periodic Statements Periodically, the Trustee will send
from the Trustee: to the Company a statement setting
forth the principal amount of Certifi-
cated Notes Outstanding as of that
date and setting forth a brief
description of any sales of Certifi-
cated Notes of which the Company has
advised the Trustee but which have not
yet been settled.
<PAGE>
EXHIBIT B
General Signal Corporation
U.S. $300,000,000
Medium-Term Senior Notes, Series A
Medium-Term Subordinated Notes, Series A
Due Not Less Than Nine Months
from Date of Issue
TERMS AGREEMENT
, 199
Attention:
Subject in all respects to the terms and conditions
of the Distribution Agreement (the "Agreement") dated
April 30, 1996, between General Signal Corporation (the "Com-
pany") and you, you agree to purchase the Notes described below
of General Signal Corporation.
All the provisions contained in the Distribution
Agreement are herein incorporated by reference in their
entirety and shall be deemed to be a part of this Terms Agree-
ment to the same extent as if such provisions had been set
forth in full herein. Terms defined in the Distribution Agree-
ment are used herein as therein defined.
[Include the following, as appropriate]
[Add additional terms as may be needed to identify Notes.]
[Specified Currency]:
Title:
Maturity:
Aggregate Principal Amount: $
Interest Rate:
Interest Payment Dates:
<PAGE>
-2-
Regular Record Dates:
Discount or Commission: % of Principal Amount
Purchase Price: % of Principal Amount
[plus accrued interest
from , 199 ]
Purchase Date and Time:
Place for Delivery of Notes and
Payment Therefor:
Method of Payment:
Modification, if any, in the
requirements to deliver the docu-
ments specified in Section 6(b)
of the Agreement:
Period during which additional
Notes may not be sold pursuant to
Section 4(n) of the Agreement:
[Purchaser]
By:____________________
Accepted:
GENERAL SIGNAL CORPORATION
By: _______________________
Title:
GENERAL SIGNAL CORPORATION
SENIOR DEBT SECURITIES
INDENTURE
Dated as of April 15, 1996
CHEMICAL BANK, Trustee
<PAGE>
CROSS-REFERENCE TABLE
TIA Indenture
Section Section
310(a)(1)....................................... 7.07
(a)(2)....................................... 7.07; 7.09
(a)(3)....................................... N.A.
(a)(4)....................................... N.A.
(a)(5)....................................... 7.07
(b).......................................... 7.07; 11.02
(c).......................................... N.A.
311(a).......................................... N.A.
(b).......................................... N.A.
(c).......................................... N.A.
312(a).......................................... 2.06
(b).......................................... N.A.
(c).......................................... N.A.
313(a).......................................... 7.05
(b)(1)....................................... N.A.
(b)(2)....................................... 7.05
(c).......................................... 7.05; 11.02
(d).......................................... 7.05
314(a).......................................... 4.03; 4.04;
11.02
(b).......................................... N.A.
(c)(1)....................................... 11.03
(c)(2)....................................... 11.03
(c)(3)....................................... N.A.
(d).......................................... N.A.
(e).......................................... 11.04
(f).......................................... N.A.
315(a).......................................... 7.01(3)
(b).......................................... 7.04; 11.02
(c).......................................... N.A.
(d).......................................... 7.01(5)
(e).......................................... N.A.
316(a)(last sentence)........................... 2.11
(a)(1)(A).................................... 6.05
(a)(1)(B).................................... 6.04
(a)(2)....................................... N.A.
(b).......................................... 6.04
(c).......................................... 10.04
317(a)(1)....................................... 6.07
(a)(2)....................................... N.A.
(b).......................................... 2.05
318(a).......................................... 11.01
(b).......................................... N.A.
(c).......................................... 11.01
- ---------------------
N.A. means Not Applicable
NOTE: This Cross-Reference Table shall not, for any purpose,
be deemed to be a part of the Indenture.
<PAGE>
TABLE OF CONTENTS
Article Section Heading Page
1 DEFINITIONS
1.01 Definitions ................ 1
1.02 Other Definitions .......... 5
1.03 Rules of Construction ...... 6
2 THE SECURITIES
2.01 Issuable in Series ............ 6
2.02 Execution and Authentication... 8
2.03 Bond Agents ................... 9
2.04 Bearer Securities ............. 9
2.05 Paying Agent to Hold Money in
Trust ................... 10
2.06 Securityholder Lists .......... 11
2.07 Transfer and Exchange ......... 11
2.08 Replacement Securities ........ 12
2.09 Outstanding Securities ........ 12
2.10 Discounted Securities ......... 13
2.11 Treasury Securities ........... 13
2.12 Global Securities ............. 13
2.13 Temporary Securities .......... 14
2.14 Cancellation .................. 14
2.15 Defaulted Interest ............ 14
3 REDEMPTION
3.01 Notices to Trustee ............ 15
3.02 Selection of Securities to Be
Redeemed ................ 15
3.03 Notice of Redemption .......... 15
3.04 Effect of Notice of
Redemption .............. 16
3.05 Payment of Redemption Price ... 16
3.06 Securities Redeemed in Part ... 17
-i-
<PAGE>
Article Section Heading Page
4 COVENANTS
4.01 Payment of Securities ......... 17
4.02 Overdue Interest .............. 17
4.03 Compliance Certificate ........ 18
4.04 SEC Reports ................... 18
4.05 Limitations on Liens .......... 18
4.06 Limitation on Sales and
Leasebacks .............. 20
5 SUCCESSORS
5.01 When Company May Merge, etc. ... 21
6 DEFAULTS AND REMEDIES
6.01 Events of Default .............. 22
6.02 Acceleration ................... 23
6.03 Other Remedies ................. 23
6.04 Waiver of Past Defaults ........ 24
6.05 Control by Majority ............ 24
6.06 Limitation on Suits ............ 24
6.07 Collection Suit by Trustee ..... 25
6.08 Priorities ..................... 25
7 TRUSTEE
7.01 Rights of Trustee .............. 26
7.02 Individual Rights of Trustee ... 27
7.03 Trustee's Disclaimer ........... 27
7.04 Notice of Defaults ............. 27
7.05 Reports by Trustee to Holders .. 27
7.06 Compensation and Indemnity ..... 28
7.07 Replacement of Trustee ......... 28
7.08 Successor Trustee by Merger,
etc. ..................... 29
7.09 Trustee's Capital and Surplus .. 30
8 DISCHARGE OF INDENTURE
8.01 Defeasance ...................... 30
8.02 Conditions to Defeasance ........ 31
8.03 Application of Trust Money ...... 32
8.04 Repayment to Company ............ 32
-ii-
<PAGE>
Article Section Heading Page
9 CONVERSION
9.01 Conversion Privilege ............ 32
9.02 Conversion Procedure ............ 33
9.03 Taxes on Conversion ............. 34
9.04 Company Determination Final ..... 34
9.05 Trustee's and Conversion
Agent's Disclaimer ........ 34
9.06 Company to Provide Conversion
Securities ................ 35
9.07 Cash Settlement Option .......... 35
9.08 Adjustment in Conversion Rate
for Change in Capital
Stock ..................... 36
9.09 Adjustment in Conversion Rate
for Common Stock Issued
Below Market Price ......... 37
9.10 Adjustment for Other
Distributions ............. 39
9.11 Voluntary Adjustment ............ 40
9.12 When Adjustment May Be
Deferred .................. 40
9.13 When No Adjustment Required ..... 40
9.14 Notice of Adjustment ............ 41
9.15 Notice of Certain
Transactions .............. 41
9.16 Reorganization of the Company ... 42
10 AMENDMENTS
10.01 Without Consent of Holders ...... 42
10.02 With Consent of Holders ......... 43
10.03 Compliance with Trust Inden-
ture Act .................. 43
10.04 Effect of Consents .............. 44
10.05 Notation on or Exchange of
Securities ................ 44
10.06 Trustee Protected ............... 44
11 MISCELLANEOUS
11.01 Trust Indenture Act ............. 44
11.02 Notices ......................... 45
11.03 Certificate and Opinion as to
Conditions Precedent ...... 46
11.04 Statements Required in Cer-
tificate or Opinion ....... 46
11.05 Rules by Company and Agents ..... 47
11.06 Legal Holidays .................. 47
-iii-
<PAGE>
Article Section Heading Page
11.07 No Recourse Against Others ...... 47
11.08 Duplicate Originals ............. 47
11.09 Governing Law ................... 47
SIGNATURES ............................... 48
Exhibit A: A Form of Registered
Security ................ A-1
Exhibit B: A Form of Bearer Security
Notes to Exhibits A
and B .................. B-1
Exhibit C: A Form of Assignment ......... C-1
-iv-
<PAGE>
INDENTURE dated as of April 15, 1996 between GENERAL
SIGNAL CORPORATION, a New York corporation ("Company"), and
CHEMICAL BANK, a New York corporation ("Trustee").
Each party agrees as follows for the benefit of the
Holders of the Company's debt securities issued under this
Indenture:
ARTICLE 1 -- DEFINITIONS
SECTION 1.01. Definitions.
"Affiliate" means any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with the Company.
"Agent" means any Registrar, Transfer Agent or Paying
Agent.
"Attributable Debt" means, as to any particular lease
under which any person is at the time liable, at any date as of
which the amount thereof is to be determined, the total net
amount of rent (discounted at the rates implicit in the terms
of such leases) required to be paid by such person under such
lease during the remaining term thereof. The net amount of
rent required to be paid under any such lease for any such
period shall be the total amount of the rent payable by the
lessee with respect to such period, but may exclude amounts
required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water rates and similar charges.
In the case of any lease which is terminable by the lessee upon
the payment of a penalty, such net amount shall also include
the amount of such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first
date upon which it may be so terminated.
"Authorized Newspaper" means a newspaper that is:
(1) printed in the English language or in an offi-
cial language of the country of publication;
(2) customarily published on each business day in
the place of publication; and
(3) of general circulation in the relevant place or
in the financial community of such place.
<PAGE>
Whenever successive publications in an Authorized Newspaper are
required, they may be made on the same or different business
days and in the same or different Authorized Newspapers.
"Bearer Security" means a Security payable to bearer.
"Board" or "Board of Directors" means the Board of
Directors of the Company or any authorized committee of the
Board.
"Bond Resolution" means a resolution adopted by the
Board or by an Officer or committee of Officers pursuant to
Board delegation authorizing a series of Securities.
"Capital Stock" means any and all shares, interests,
participations or other equivalents (however designated) of
capital stock of any person and all warrants or options to
acquire such capital stock.
"Common Stock" means the Common Stock, par value
$1.00 per share, of the Company or any security into which the
Common Stock may be converted.
"Company" means the party named as such above until a
successor replaces it and thereafter means the successor.
"Consolidated Capitalization" means the sum of Con-
solidated Debt and Consolidated Net Worth.
"Consolidated Debt" means the sum of all Debt of the
Company and its Consolidated Subsidiaries, all indebtedness
secured by assets of (and whether or not assumed by) the Com-
pany or any Consolidated Subsidiary (which indebtedness shall
be valued at the lesser of the outstanding principal amount
thereof or the book value of such assets), all capitalized
lease liabilities of the Company and Consolidated Subsidiaries
and all outstanding obligations under guarantees and similar
undertakings with respect to any such indebtedness or liabili-
ties of Persons other than the Company and Consolidated Subsid-
iaries which is required to be reflected on the Company's bal-
ance sheet (excluding any note thereto) in accordance with
GAAP.
"Consolidated Net Worth" means the par value (or
value stated on the books of the Company) of the capital stock
of all classes of the Company and its Consolidated Subsidiaries
issued and outstanding, plus (or minus in the case of a surplus
deficit), the amount of the consolidated surplus, whether capi-
tal or earned, of the Company and its Consolidated
Subsidiaries.
-2-
<PAGE>
"Consolidated Subsidiary" means any Subsidiary the
accounts of which are consolidated with those of the Company in
accordance with GAAP.
"Conversion Rate" means such number of shares or
amount of securities or other property for which $1,000 aggre-
gate principal amount of Securities of any series is convert-
ible, initially as stated in the Bond Resolution authorizing
the series and as adjusted pursuant to the terms of this Inden-
ture and the Bond Resolution.
"coupon" means an interest coupon for a Bearer
Security.
"Debt" means all indebtedness for money borrowed,
including notes, bonds, debentures or other similar evidences
of indebtedness for money borrowed.
"Default" means any event which is, or after notice
or passage of time would be, an Event of Default.
"Discounted Security" means a Security where the
amount of principal due upon acceleration is less than the
stated principal amount.
"GAAP" shall mean generally accepted accounting prin-
ciples set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certi-
fied Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a sig-
nificant segment of the accounting profession, which are appli-
cable to the circumstances as of the date of determination.
"Holder" or "Securityholder" means the person in
whose name a Registered Security is registered and the bearer
of a Bearer Security or coupon.
"Indenture" means this Indenture and any Bond Resolu-
tion as amended from time to time.
"NASDAQ" means the National Association of Securities
Dealers Automated Quotation System.
"Officer" means the Chairman, any Vice-Chairman, the
President, any Executive Vice President, any Senior
Vice-President, any Vice-President, the Treasurer, the Secre-
tary, the Controller or any Assistant Treasurer of the Company.
-3-
<PAGE>
"Officers' Certificate" means a certificate signed by
two Officers or by an Officer and an Assistant Secretary or
Assistant Treasurer of the Company.
"Opinion of Counsel" means a written opinion from
legal counsel who is acceptable to the Trustee. The counsel
may be an employee of or counsel to the Company or the Trustee.
"principal" of a debt security means the principal of
the security plus the premium, if and when applicable, on the
security.
"Principal Property" means all real and tangible per-
sonal property owned by the Company or a Restricted Subsidiary
constituting a part of any manufacturing or processing plant or
warehouse located within the United States, exclusive of any
property which the Company shall have determined is not of
material importance to the total business conducted by the Com-
pany and its Subsidiaries as an entirety. Such determination
shall be evidenced by an Officers' Certificate delivered to the
Trustee. In the absence of any such Officers' Certificate, the
Trustee may be entitled to assume that any manufacturing or
processing plant or warehouse within the United States of the
Company or a Restricted Subsidiary is a Principal Property.
"Registered Security" means a Security registered as
to principal and interest by the Registrar.
"Restricted Subsidiary" means (a) any Subsidiary of
the Company other than (i) any Subsidiary substantially all the
physical property of which is located, and substantially all
the business of which is carried on, outside the United States
of America, or (ii) any Subsidiary the primary business of
which consists of owning real property leased to the Company or
any of its Subsidiaries, or (iii) any Subsidiary primarily
engaged in the business of a commercial finance company; and
(b) any Subsidiary referred to in (i), (ii), or (iii) above
which the Company shall designate as a Restricted Subsidiary.
"SEC" means the Securities and Exchange Commission.
"Securities" means the debt securities issued under
this Indenture.
"series" means a series of Securities or the Securi-
ties of the series.
"Stock Trading Day" means each day on which the secu-
rities exchange or quotation system which is used to determine
the Market Price is open for trading or quotation.
-4-
<PAGE>
"Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indi-
rectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. For the
purposes of this definition, "voting stock" means stock which
ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of
stock has such voting power by reason of any contingency.
"TIA" means the Trust Indenture Act of 1939, as
amended (15 U.S. Code { 77aaa-77bbbb), and as in effect on the
date shown above.
"Trustee" means the party named as such above until a
successor replaces it and thereafter means the successor.
"Trust Officer" means the Chairman of the Board, the
President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate
trust matters.
"United States" means the United States of America,
its territories and possessions and other areas subject to its
jurisdiction.
"Yield to Maturity" means the yield to maturity on a
Security at the time of its issuance or at the most recent
determination of interest on the Security.
SECTION 1.02. Other Definitions.
Term Defined in Section
"Bankruptcy Law" 6.01
"Conversion Agent" 2.03
"Conversion Date" 9.02
"Conversion Notice" 9.02
"Conversion Right" 9.01
"Custodian" 6.01
"Event of Default" 6.01
"Legal Holiday" 11.06
"Market Price" 9.07
"Mortgage" 4.05
"Paying Agent" 2.03
"Registrar" 2.03
"Transfer Agent" 2.03
"Treasury Regulations" 2.04
"U.S. Government Obligations" 8.02
-5-
<PAGE>
SECTION 1.03. Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the
meaning assigned to it in accordance with GAAP
in the United States;
(3) GAAP principles are those applicable from time
to time;
(4) all terms used in this Indenture that are
defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule under the
TIA have the meanings assigned to them by such
definitions;
(5) "or" is not exclusive; and
(6) words in the singular include the plural, and in
the plural include the singular.
ARTICLE 2 -- THE SECURITIES
SECTION 2.01. Issuable in Series.
The aggregate principal amount of Securities that may
be issued under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series. Each
series shall be created by a Bond Resolution or a supplemental
indenture that establishes the terms of the series, which may
include the following:
(1) the title of the series;
(2) the aggregate principal amount of the series;
(3) the interest rate, if any, or method of calcula-
ting the interest rate;
(4) the date from which interest will accrue;
(5) the record dates for interest payable on Regis-
tered Securities;
-6-
<PAGE>
(6) the dates when principal and interest are
payable;
(7) the manner of paying principal and interest;
(8) the places where principal and interest are
payable;
(9) the Registrar, Transfer Agent and Paying Agent;
(10) the terms of any mandatory or optional redemp-
tion by the Company;
(11) the terms of any redemption at the option of
Holders;
(12) the denominations in which Securities are
issuable;
(13) whether Securities will be issuable as Regis-
tered Securities or Bearer Securities;
(14) whether and upon what terms Registered Securi-
ties and Bearer Securities may be exchanged;
(15) whether any Securities will be represented by a
Security in global form;
(16) the terms of any global Security;
(17) the terms of any tax indemnity;
(18) the currencies (including any composite cur-
rency) in which principal or interest may be
paid;
(19) if payments of principal or interest may be made
in a currency other than that in which Securi-
ties are denominated, the manner for determining
such payments;
(20) if amounts of principal or interest may be
determined by reference to an index, formula or
other method, the manner for determining such
amounts;
(21) provisions for electronic issuance of Securities
or for Securities in uncertificated form;
-7-
<PAGE>
(22) the portion of principal payable upon accelera-
tion of a Discounted Security;
(23) any Events of Default or covenants in addition
to or in lieu of those set forth in this
Indenture;
(24) whether and upon what terms Securities may be
defeased;
(25) the forms of the Securities or any coupon, which
may be in the form of Exhibit A or B;
(26) any terms that may be required by or advisable
under U.S. or other applicable laws;
(27) whether and upon what terms the Securities will
be convertible into or exchangeable for other
securities or property of the Company or another
person;
(28) whether and upon what terms Securities will be
convertible into or exchangeable for other secu-
rities or property of the Company or another
person, which may include the terms provided in
Article 9; and
(29) any other terms not inconsistent with this
Indenture.
All Securities of one series need not be issued at
the same time and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.
The creation and issuance of a series and the authen-
tication and delivery thereof are not subject to any conditions
precedent.
SECTION 2.02. Execution and Authentication.
Two Officers shall sign the Securities by manual or
facsimile signature. The Company's seal may reproduced on the
Securities. An Officer shall sign any coupons by facsimile
signature.
If an Officer whose signature is on a Security or its
coupons no longer holds that office at the time the Security is
authenticated or delivered, the Security and coupons shall
nevertheless be valid.
-8-
<PAGE>
A Security and its coupons shall not be valid until
the Security is authenticated by the manual signature of the
Registrar. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.
Each Registered Security shall be dated the date of
its authentication. Each Bearer Security shall be dated the
date of its original issuance or as provided in the Bond
Resolution.
Securities may have notations, legends or endorse-
ments required by law, stock exchange rule, agreement or usage.
SECTION 2.03. Bond Agents.
The Company shall maintain an office or agency where
Securities may be authenticated ("Registrar"), where Securities
may be presented for registration of transfer or for exchange
("Transfer Agent"), where Securities may be presented for pay-
ment ("Paying Agent") and, if applicable to Securities of any
series, where Securities may be presented for conversion ("Con-
version Agent"). Whenever the Company must issue or deliver
Securities pursuant to this Indenture, the Registrar shall
authenticate the Securities at the Company's written order.
The Transfer Agent shall keep a register of the Securities and
of their transfer and exchange.
The Company may appoint more than one Registrar,
Transfer Agent, Paying Agent or Conversion Agent for a series.
The Company shall notify the Trustee of the name and address of
any Agent not a party to this Indenture. If the Company fails
to maintain a Registrar, Transfer Agent, Paying Agent or Con-
version Agent for a series, the Trustee shall act as such.
SECTION 2.04. Bearer Securities.
U.S. laws and Treasury Regulations restrict sales or
exchanges of and payments on Bearer Securities. Therefore,
except as provided below:
(1) Bearer Securities will be offered, sold and
delivered only outside the United States and
will be delivered only upon presentation of a
certificate in a form prescribed by the Company
to comply with U.S. laws and regulations.
(2) Bearer Securities will not be issued in exchange
for Registered Securities.
-9-
<PAGE>
(3) All payments of principal and interest (includ-
ing original issue discount) on Bearer Securi-
ties will be made outside the United States by a
Paying Agent located outside the United States
unless the Company determines that:
(A) such payments may not be made by such Pay-
ing Agent because the payments are illegal
or prevented by exchange controls as
described in Treasury Regulation
{ 1.163-5(c)(2)(v); and
(B) making the payments in the United States
would not have an adverse tax effect on the
Company.
If there is a change in the relevant provisions of
U.S. laws or Treasury Regulations or the judicial or adminis-
trative interpretation thereof, a restriction set forth in
paragraph (1), (2) or (3) above will not apply to a series if
the Company determines that the relevant provisions no longer
apply to the series or that failure to comply with the relevant
provisions would not have an adverse tax effect on the Company
or on Securityholders or cause the series to be treated as
"registration-required" obligations under U.S. law.
The Company shall notify the Trustee of any determi-
nations by the Company under this Section.
"Treasury Regulations" means regulations of the U.S.
Treasury Department under the Internal Revenue Code of 1986, as
amended.
SECTION 2.05. Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent for a
series other than the Trustee to agree in writing that the Pay-
ing Agent will hold in trust for the benefit of the persons
entitled thereto all money held by the Paying Agent for the
payment of principal of or interest on the series, and will
notify the Trustee of any default by the Company in making any
such payment.
While any such default continues, the Trustee may
require a Paying Agent to pay all money so held by it to the
Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent shall have no further liability
for the money.
-10-
<PAGE>
If the Company or an Affiliate acts as Paying Agent
for a series, it shall segregate and hold as a separate trust
fund all money held by it as Paying Agent for the series.
SECTION 2.06. Securityholder Lists.
The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of
the names and addresses of Securityholders. If the Trustee is
not the Transfer Agent, the Company shall furnish to the Trus-
tee semiannually and at such other times as the Trustee may
request a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders of
Registered Securities and Holders of Bearer Securities whose
names are on the list referred to below.
The Transfer Agent shall keep a list of the names and
addresses of Holders of Bearer Securities who file a request to
be included on such list. A request will remain in effect for
two years but successive requests may be made.
Whenever the Company or the Trustee is required to
mail a notice to all Holders of Registered Securities of a
series, it also shall mail the notice to Holders of Bearer
Securities of the series whose names are on the list.
Whenever the Company is required to publish a notice
to all Holders of Bearer Securities of a series, it also shall
mail the notice to such of them whose names are on the list.
SECTION 2.07. Transfer and Exchange.
Where Registered Securities of a series are presented
to the Transfer Agent with a request to register a transfer or
to exchange them for an equal principal amount of Registered
Securities of other denominations of the series, the Transfer
Agent shall register the transfer or make the exchange if its
requirements for such transactions are met.
The Transfer Agent may require a Holder to pay a sum
sufficient to cover any taxes imposed on a transfer or
exchange.
If a series provides for Registered and Bearer Secu-
rities and for their exchange, Bearer Securities may be
exchanged for Registered Securities and Registered Securities
may be exchanged for Bearer Securities as provided in the Secu-
rities or the Bond Resolution if the requirements of the
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<PAGE>
Transfer Agent for such transactions are met and if Section
2.04 permits the exchange.
SECTION 2.08. Replacement Securities.
If the Holder of a Security or coupon claims that it
has been lost, destroyed or wrongfully taken, then, in the
absence of notice to the Company or the Trustee that the Secu-
rity or coupon has been acquired by a bona fide purchaser, the
Company shall issue a replacement Security or coupon if the
Company and the Trustee receive:
(1) evidence satisfactory to them of the loss,
destruction or taking;
(2) an indemnity bond satisfactory to them; and
(3) payment of a sum sufficient to cover their
expenses and any taxes for replacing the Secu-
rity or coupon.
A replacement Security shall have coupons attached correspond-
ing to those, if any, on the replaced Security.
Every replacement Security or coupon is an additional
obligation of the Company.
SECTION 2.09. Outstanding Securities.
The Securities outstanding at any time are all the
Securities authenticated by the Registrar except for those can-
celled by it, those delivered to it for cancellation, and those
described in this Section as not outstanding.
If a Security is replaced pursuant to Section 2.08,
it ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to them that the replaced Security
is held by a bona fide purchaser.
If Securities are considered paid under Section 4.01,
they cease to be outstanding and interest on them ceases to
accrue.
A Security does not cease to be outstanding because
the Company or an Affiliate holds the Security.
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SECTION 2.10. Discounted Securities.
In determining whether the Holders of the required
principal amount of Securities have concurred in any direction,
waiver or consent, the principal amount of a Discounted Secu-
rity shall be the amount of principal that would be due as of
the date of such determination if payment of the Security were
accelerated on that date.
SECTION 2.11. Treasury Securities.
In determining whether the Holders of the required
principal amount of Securities have concurred in any direction,
waiver or consent, Securities owned by the Company or an Affil-
iate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Securities which
the Trustee knows are so owned shall be so disregarded.
SECTION 2.12. Global Securities.
If the Bond Resolution so provides, the Company may
issue some or all of the Securities of a series in temporary or
permanent global form. A global Security may be in registered
form, in bearer form with or without coupons or in
uncertificated form. A global Security shall represent that
amount of Securities of a series as specified in the global
Security or as endorsed thereon from time to time. At the Com-
pany's request, the Registrar shall endorse a global Security
to reflect the amount of any increase or decrease in the Secu-
rities represented thereby.
The Company may issue a global Security only to a
depository designated by the Company. A depository may trans-
fer a global Security only as a whole to its nominee or to a
successor depository.
The Bond Resolution may establish, among other
things, the manner of paying principal and interest on a global
Security and whether and upon what terms a beneficial owner of
an interest in a global Security may exchange such interest for
definitive Securities.
The Company, an Affiliate, the Trustee and any Agent
shall not be responsible for any acts or omissions of a deposi-
tory, for any depository records of beneficial ownership inter-
ests or for any transactions between the depository and benefi-
cial owners.
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SECTION 2.13. Temporary Securities.
Until definitive Securities of a series are ready for
delivery, the Company may use temporary Securities. Temporary
Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers
appropriate for temporary Securities. Temporary Securities may
be in global form. Temporary Bearer Securities may have one or
more coupons or no coupons. Without unreasonable delay, the
Company shall deliver definitive Securities in exchange for
temporary Securities.
SECTION 2.14. Cancellation.
The Company at any time may deliver Securities to the
Registrar for cancellation. The Transfer Agent and the Paying
Agent shall forward to the Registrar any Securities and coupons
surrendered to them for payment, exchange or registration of
transfer. The Registrar shall cancel all Securities or coupons
surrendered for payment, registration of transfer, exchange or
cancellation as follows: the Registrar will cancel all Regis-
tered Securities and matured coupons. The Registrar also will
cancel all Bearer Securities and unmatured coupons unless the
Company requests the Registrar to hold the same for redelivery.
Any Bearer Securities so held shall be considered delivered for
cancellation under Section 2.09. The Registrar shall destroy
cancelled Securities and coupons unless the Company otherwise
directs.
Unless the Bond Resolution otherwise provides, the
Company may not issue new Securities to replace Securities that
the Company has paid or that the Company has delivered to the
Registrar for cancellation.
SECTION 2.15. Defaulted Interest
If the Company defaults in a payment of interest on
Registered Securities, it need not pay the defaulted interest
to Holders on the regular record date. The Company may fix a
special record date for determining Holders entitled to receive
defaulted interest or the Company may pay defaulted interest in
any other lawful manner.
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ARTICLE 3 -- REDEMPTION
SECTION 3.01. Notices to Trustee.
Securities of a series that are redeemable before
maturity shall be redeemable in accordance with their terms
and, unless the Bond Resolution otherwise provides, in accor-
dance with this Article.
In the case of a redemption by the Company, the Com-
pany shall notify the Trustee of the redemption date and the
principal amount of Securities to be redeemed. The Company
shall notify the Trustee at least 50 days before the redemption
date unless a shorter notice is satisfactory to the Trustee.
If the Company is required to redeem Securities, it
may reduce the principal amount of Securities required to be
redeemed to the extent it is permitted a credit by the terms of
the Securities and it notifies the Trustee of the amount of the
credit and the basis for it. If the reduction is based on a
credit for acquired or redeemed Securities that the Company has
not previously delivered to the Registrar for cancellation, the
Company shall deliver the Securities at the same time as the
notice.
SECTION 3.02. Selection of Securities to Be Redeemed.
If less than all the Securities of a series are to be
redeemed, the Trustee shall select the Securities to be
redeemed by a method the Trustee considers fair and appropri-
ate. The Trustee shall make the selection from Securities of
the series outstanding and not previously called for redemp-
tion. The Trustee may select for redemption portions of the
principal of Securities having denominations larger than the
minimum denomination for the series. Securities and portions
thereof selected for redemption shall be in amounts equal to
the minimum denomination for the series or an integral multiple
thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities
called for redemption.
SECTION 3.03. Notice of Redemption.
At least 30 days but not more than 60 days before a
redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder of Registered Securities
whose Securities are to be redeemed.
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If Bearer Securities are to be redeemed, the Company
shall publish a notice of redemption in an Authorized Newspaper
as provided in the Securities.
A notice shall identify the Securities of the series
to be redeemed and shall state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption, together
with all coupons, if any, maturing after the
redemption date, must be surrendered to the Pay-
ing Agent to collect the redemption price;
(5) that interest on Securities called for redemp-
tion ceases to accrue on and after the redemp-
tion date; and
(6) whether the redemption by the Company is manda-
tory or optional.
A redemption notice given by publication need not
identify Registered Securities to be redeemed.
At the Company's request, the Trustee shall give the
notice of redemption in the Company's name and at its expense.
SECTION 3.04. Effect of Notice of Redemption.
Once notice of redemption is given, Securities called
for redemption become due and payable on the redemption date at
the redemption price stated in the notice.
SECTION 3.05. Payment of Redemption Price.
On or before the redemption date, the Company shall
deposit with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Securities to
be redeemed on that date.
When the Holder of a Security surrenders it for
redemption in accordance with the redemption notice, the Com-
pany shall pay to the Holder on the redemption date the redemp-
tion price and accrued interest to such date, except that:
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(1) the Company will pay any such interest (except
defaulted interest) to Holders on the record
date of Registered Securities if the redemption
date occurs on an interest payment date; and
(2) the Company will pay any such interest to Hold-
ers of coupons that mature on or before the
redemption date upon surrender of such coupons
to the Paying Agent.
Coupons maturing after the redemption date on a
called Security are void absent a payment default on that date.
Nevertheless, if a Holder surrenders for redemption a Bearer
Security missing any such coupons, the Company may deduct the
face amount of such coupons from the redemption price. If
thereafter the Holder surrenders to the Paying Agent the miss-
ing coupons, the Company will return the amount so deducted.
The Company also may waive surrender of the missing coupons if
it receives an indemnity bond satisfactory to the Company.
SECTION 3.06. Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in
part, the Company shall deliver to the Holder a new Security of
the same series equal in principal amount to the unredeemed
portion of the Security surrendered.
ARTICLE 4 -- COVENANTS
SECTION 4.01. Payment of Securities.
The Company shall pay the principal of and interest
on a series in accordance with the terms of the Securities for
the series, any related coupons, and this Indenture. Principal
and interest on a series shall be considered paid on the date
due if the Paying Agent for the series holds on that date money
sufficient to pay all principal and interest then due on the
series.
SECTION 4.02. Overdue Interest.
Unless the Bond Resolution otherwise provides, the
Company shall pay interest on overdue principal of a Security
of a series at the rate (or Yield to Maturity in the case of a
Discounted Security) borne by the series; it shall pay interest
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on overdue installments of interest at the same rate or Yield
to Maturity to the extent lawful.
SECTION 4.03. Compliance Certificate.
The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company, a brief
certificate signed by the principal executive officer, princi-
pal financial officer or principal accounting officer of the
Company, as to the signer's knowledge of the Company's compli-
ance with all conditions and covenants under this Indenture
(determined without regard to any period of grace or require-
ment of notice provided herein) and if there has been a default
in the fulfillment of any such obligation specifying each such
default known to him and the nature and status thereof.
Any other obligor on the Securities also shall
deliver to the Trustee such a certificate similarly signed as
to its compliance with this Indenture within 120 days after the
end of each of its fiscal years.
The certificates need not comply with Section 11.04.
SECTION 4.04. SEC Reports.
The Company shall file with the Trustee, within 15
days after the Company is required to file the same with the
SEC, copies of the annual reports and of the information, docu-
ments, and other reports (or such portions of the foregoing as
the SEC may prescribe) which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Any other obligor on the Securities shall do likewise
as to the above items which it is required to file with the SEC
pursuant to those Sections.
SECTION 4.05. Limitations on Liens.
(1) Except as provided in paragraphs (2) and (3) of
this Section 4.05, the Company will not itself, and will not
permit any Restricted Subsidiary to, incur, issue, assume,
guarantee or suffer to exist any notes, bonds, debentures or
other similar evidences of Debt secured by pledge of, or mort-
gage or lien on any Principal Property, shares of stock or Debt
of a Restricted Subsidiary (such mortgages, pledges and liens
being hereinafter in this Article Four called "Mortgage" or
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"Mortgages"), without effectively providing that the Securities
(together with, if the Company shall so determine, any other
Debt of the Company or such Restricted Subsidiary then existing
or thereafter created ranking equally with the Securities)
shall be secured equally and ratably with (or prior to) such
secured Debts, so long as such secured Debt shall be so
secured.
(2) Notwithstanding the provisions of paragraph (1),
this Section 4.05 shall not apply to Debt secured by:
(A) Mortgages on property of, or on any shares of
stock of or Debt of, any corporation existing at the time
such corporation becomes a Restricted Subsidiary or any
Mortgages existing at the date of this Indenture;
(B) Mortgages in favor of the Company or any
Restricted Subsidiary;
(C) Mortgages in favor of any governmental body to
secure (i) progress, advance or other payments pursuant to
any contract or provision of any statute and (ii) Debt
incurred to finance the construction or improvement of the
property subject to the lien;
(D) Mortgages on property, shares of stock or Debt
existing at the time of acquisition thereof (including
acquisition through merger or consolidation) and purchase
money and construction mortgages which are entered into
within 365 days of such purchase or construction;
(E) Mortgages in favor of any customer to secure
advance payments for goods produced or services rendered
to such customer in the ordinary course of business;
(F) any extension, renewal or replacement (or suc-
cessive extensions, renewals or replacements), as a whole
or in part, of any Mortgage referred to in the foregoing
clauses (A) to (E), inclusive; provided, that such exten-
sion, renewal or replacement Mortgage shall be limited to
all or a part of the same property, shares of stock or
Debt that secured the Mortgage extended, renewed or
replaced (plus improvements on such property) and that the
amount of Debt secured thereby shall not exceed the amount
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of Debt so secured at the time of such extension, renewal
or replacement.
(3) Notwithstanding the provisions of paragraph (1)
of this Section 4.05, the Company may incur Debt secured by a
Mortgage which would otherwise be prohibited by this Section
4.05 in an amount which if, after giving effect thereto, the
aggregate amount of all such Debt so secured, plus the Attrib-
utable Debt in respect of any sale and leaseback transaction
otherwise prohibited by the provisions of Section 4.06 would
not exceed 20% of the Company's Consolidated Capitalization.
(4) The Company will deliver to the Trustee written
notice within 30 days of the occurrence of a violation of this
Section 4.05.
SECTION 4.06. Limitation on Sales and Leasebacks.
The Company will not itself, and will not permit any
Restricted Subsidiary to, enter into any arrangement with any
person (not including the Company or any Restricted Subsidiary)
or to which any such person is a party, providing for the leas-
ing by the Company or a Restricted Subsidiary for a period,
including renewals, in excess of three years of any Principal
Property the acquisition of which, or completion of construction
and commencement of full operation of which, has occurred more
than 365 days prior to such sale and lease-back transaction,
unless:
(1) the Company or such Restricted Subsidiary could
pursuant to paragraph (2) or (3) of Section 4.05 create
Debt secured by a Mortgage on the Principal Property to be
leased; provided, the Securities would be secured on an
equal and ratable basis, or
(2) the net proceeds of such sale are at least equal
to the fair value (which shall be determined and evidenced
by an Officers' Certificate) of such Principal Property
and the Company or such Restricted Subsidiary, within 365
days after transfer of title to such Principal Property
(A) purchases and surrenders to the Trustee for retirement
and cancellation a principal amount of Securities equal to
the net proceeds derived from such sale, (B) repays other
Debt of the Company ranking on a parity with the Securi-
ties or Debt of a Restricted Subsidiary in an amount equal
to such net proceeds, (C) expends an amount equal to such
net proceeds for the construction or acquisition of a
Principal Property or (D) effects a combination of such
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purchases, repayments and expenditures in an amount equal
to such net proceeds; provided, however, that the Company,
at its option, shall be entitled to a credit, in respect
of its obligation to purchase and retire Securities under
this Section 4.06, for the principal amount of any Securi-
ties deposited with the Trustee for the purpose, at any
time after the date hereof and prior to such 365th day,
and also for the principal amount of (a) any Securities
theretofore redeemed at the option of the Company and (b)
any Securities previously purchased by the Company and
cancelled by the Trustee, in each case, at any time after
the date hereof and prior to such 365th day and in each
case not theretofore applied as a credit under this
Section 4.06.
ARTICLE 5 -- SUCCESSORS
SECTION 5.01. When Company May Merge, etc.
The Company shall not consolidate with or merge into,
or transfer all or substantially all of its assets to, any per-
son unless:
(1) the person is organized and validly existing
under the laws of the United States or a State
thereof;
(2) the person assumes by supplemental indenture all
the obligations of the Company under this Inden-
ture, the Securities and any coupons;
(3) immediately after giving effect to such
transaction and treating any indebtedness which
becomes an obligation of the Company or a
Subsidiary as a result of such transaction as
having been incurred by the Company or such
Subsidiary at the time of such transaction, no
Default, and no event which, after notice or
lapse of time or both would become an Event of
Default, shall have happened and be continuing;
and
(4) if, as a result of the transaction, a Principal
Property would become subject to a Lien not per-
mitted by Section 4.05, the Company or such per-
son secures the Securities equally and ratably
with or prior to all obligations secured by the
Lien.
The successor shall be substituted for the Company,
and thereafter all obligations of the Company under this Inden-
ture, the Securities and any coupons shall terminate.
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ARTICLE 6 -- DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default.
An "Event of Default" on a series occurs if:
(1) the Company defaults in any payment of interest
on any Securities of the series when the same
becomes due and payable and the Default contin-
ues for a period of 30 days;
(2) the Company defaults in the payment of the prin-
cipal of any Securities of the series when the
same becomes due and payable at maturity or upon
redemption, acceleration or otherwise and the
default continues for a period of five days;
(3) the Company defaults in the performance of any
of its other agreements applicable to the series
and the Default continues for 90 days after the
notice specified below;
(4) the Company pursuant to or within the meaning of
any Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for
relief against it in an involuntary case,
(C) consents to the appointment of a Custodian
for it or for all or substantially all of
its property, or
(D) makes a general assignment for the benefit
of its creditors;
(5) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:
(A) is for relief against the Company in an
involuntary case,
(B) appoints a Custodian for the Company or for
all or substantially all of its property,
or
(C) orders the liquidation of the Company;
and the order or decree remains unstayed and in
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effect for 60 days; or
(6) any other Event of Default provided for in the
series.
The term "Bankruptcy Law" means Title 11, U.S. Code
or any similar Federal or State law for the relief of debtors.
The term "Custodian" means any receiver, trustee, assignee,
liquidator or a similar official under any Bankruptcy Law.
A Default under clause (3) is not an Event of Default
until the Trustee or the Holders of at least 25% in principal
amount of the series notify the Company of the Default and the
Company does not cure the Default within the time specified
after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice
is a "Notice of Default." If Holders notify the Company of a
Default, they shall notify the Trustee at the same time.
SECTION 6.02. Acceleration.
If an Event of Default occurs and is continuing on a
series, the Trustee by notice to the Company, or the Holders of
at least 25% in principal amount of the series by notice to the
Company and the Trustee, may declare the principal of and
accrued interest on all the Securities of the series to be due
and payable immediately. Discounted Securities may provide
that the amount of principal due upon acceleration is less than
the stated principal amount.
The Holders of a majority in principal amount of the
series by notice to the Trustee may rescind an acceleration and
its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default on the
series have been cured or waived except nonpayment of principal
or interest that has become due solely because of the
acceleration.
SECTION 6.03. Other Remedies.
If an Event of Default occurs and is continuing on a
series, the Trustee may pursue any available remedy to collect
principal or interest then due on the series, to enforce the
performance of any provision applicable to the series, or
otherwise to protect the rights of the Trustee and Holders of
the series.
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The Trustee may maintain a proceeding even if it does
not possess any of the Securities or coupons or does not pro-
duce any of them in the proceeding. A delay or omission by the
Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event
of Default. All remedies are cumulative to the extent permit-
ted by law.
SECTION 6.04. Waiver of Past Defaults.
Unless the Bond Resolution otherwise provides, the
Holders of a majority in principal amount of a series by notice
to the Trustee may waive an existing Default on the series and
its consequences except:
(1) a Default in the payment of the principal of or
interest on the series, or
(2) a Default in respect of a provision that under
Section 10.02 cannot be amended without the con-
sent of each Securityholder affected.
SECTION 6.05. Control by Majority.
The Holders of a majority in principal amount of a
series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or of exer-
cising any trust or power conferred on the Trustee, with
respect to the series. However, the Trustee may refuse to fol-
low any direction that conflicts with law or this Indenture.
SECTION 6.06. Limitation on Suits.
A Securityholder of a series may pursue a remedy with
respect to the series only if:
(1) the Holder gives to the Trustee notice of a con-
tinuing Event of Default on the series;
(2) the Holders of at least 25% in principal amount
of the series make a request to the Trustee to
pursue remedies in respect of such Event of
Default;
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(3) such Holder or Holders offer to the Trustee
indemnity satisfactory to the Trustee against
any loss, liability or expense;
(4) the Trustee does not comply with the request
within 60 days after receipt of the request and
the offer of indemnity; and
(5) during such 60-day period the Holders of a
majority in principal amount of the series do
not give the Trustee a direction inconsistent
with such request.
A Securityholder may not use this Indenture to preju-
dice the rights of another Securityholder or to obtain a pref-
erence or priority over another Securityholder.
SECTION 6.07. Collection Suit by Trustee.
If an Event of Default in payment of interest or
principal specified in Section 6.01(1) or (2) occurs and is
continuing on a series, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company
for the whole amount of principal and interest remaining unpaid
on the series.
SECTION 6.08. Priorities.
If the Trustee collects any money for a series pursu-
ant to this Article, it shall pay out the money in the follow-
ing order:
First: to the Trustee for amounts due under
Section 7.06;
Second: to Securityholders of the series for
amounts due and unpaid for principal and interest,
ratably, without preference or priority of any kind,
according to the amounts due and payable for princi-
pal and interest, respectively; and
Third: to the Company.
The Trustee may fix a payment date for any payment to
Securityholders.
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ARTICLE 7 -- TRUSTEE
SECTION 7.01. Rights of Trustee.
(1) Except during the continuance of an Event of
Default, the Trustee undertakes to perform only
such duties as are specifically set forth in
this Indenture.
(2) The Trustee may rely on and shall be protected
in acting or refraining from acting in reliance
on any document believed by it to be genuine and
to have been signed or presented by the proper
person. The Trustee need not investigate any
fact or matter stated in the document.
(3) Before the Trustee acts or refrains from acting,
it may require an Officers' Certificate or an
Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take
in good faith in reliance on the Certificate or
Opinion of Counsel.
(4) The Trustee may act through agents and shall not
be responsible for the misconduct or negligence
of any agent appointed with due care.
(5) The Trustee shall not be liable for any action
it takes or omits to take in good faith in
accordance with a direction received by it pur-
suant to Section 6.05.
(6) The Trustee may refuse to perform any duty or
exercise any right or power which it reasonably
believes may expose it to any loss, liability or
expense unless it receives indemnity satisfac-
tory to it against such loss, liability or
expense.
(7) The Trustee shall not be liable for interest on
any money received by it except as the Trustee
may agree with the Company. Money held in trust
by the Trustee need not be segregated from other
funds except to the extent required by law.
(8) The Trustee shall have no duty with respect to a
Default unless a Trust Officer has actual knowl-
edge of the Default.
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(9) The Trustee shall not be liable for any action
it takes or omits to take in good faith which it
believes to be authorized and within its powers.
(10) Any Agent shall have the same rights and be pro-
tected to the same extent as if it were Trustee.
SECTION 7.02. Individual Rights of Trustee.
The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities or coupons and
may otherwise deal with the Company or an Affiliate with the
same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.
SECTION 7.03. Trustee's Disclaimer.
The Trustee makes no representation as to the valid-
ity or adequacy of this Indenture or the Securities or any cou-
pons; it shall not be accountable for the Company's use of the
proceeds from the Securities; it shall not be responsible for
any statement in the Securities or any coupons; it shall not be
responsible for any overissue; it shall not be responsible for
determining whether the form and terms of any Securities or
coupons were established in conformity with this Indenture; and
it shall not be responsible for determining whether any Securi-
ties were issued in accordance with this Indenture.
SECTION 7.04. Notice of Defaults.
If a Default occurs and is continuing on a series and
if it is known to the Trustee, the Trustee shall mail a notice
of the Default within 90 days after it occurs to Holders of
Registered Securities of the series. Except in the case of a
Default in payment on a series, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the
interest of Holders of the series. The Trustee shall withhold
notice of a Default described in Section 6.01(3) until at least
90 days after it occurs.
SECTION 7.05. Reports by Trustee to Holders.
Any report required by TIA { 313(a) to be mailed to
Securityholders shall be mailed by the Trustee on or before
July 15 of each year.
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A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock
exchange on which any Securities are listed. The Company shall
notify the Trustee when any Securities are listed on a stock
exchange.
SECTION 7.06. Compensation and Indemnity.
The Company shall pay to the Trustee from time to
time reasonable compensation for its services. The Trustee's
compensation shall not be limited by any law on compensation of
a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.
The Company shall indemnify the Trustee against any
loss or liability incurred by it. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall coop-
erate in the defense. The Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of
such counsel. No settlement on behalf of the Company may be
made by the Trustee without the Company's prior consent. In
the event the Trustee shall enter into a settlement on the Com-
pany's behalf without its prior consent the Company need not
pay for such settlement.
The Company need not reimburse any expense or indem-
nify against any loss or liability incurred by the Trustee
through negligence or bad faith.
To secure the Company's payment obligations in this
Section, the Trustee shall have a lien prior to the Securities
and any coupons on all money or property held or collected by
the Trustee, except that held in trust to pay principal or
interest on particular securities.
SECTION 7.07. Replacement of Trustee.
A resignation or removal of the Trustee and appoint-
ment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided
in this Section.
The Trustee may resign by so notifying the Company.
The Company may remove the Trustee if:
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(1) the Trustee fails to comply with TIA { 310(a) or
{ 310(b) or with Section 7.09;
(2) the Trustee is adjudged a bankrupt or an
insolvent;
(3) a Custodian or other public officer takes charge
of the Trustee or its property;
(4) the Trustee becomes incapable of acting; or
(5) an event of the kind described in Section
6.01(4) or (5) occurs with respect to the
Trustee.
The Company also may remove the Trustee with or with-
out cause if the Company so notifies the Trustee six months in
advance and if no Default occurs during the six-month period.
If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company
shall promptly appoint a successor Trustee.
If a successor Trustee does not take office within 30
days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of a majority in
principal amount of the Securities may petition any court of
competent jurisdiction for the appointment of a successor
Trustee.
If the Trustee fails to comply with TIA { 310(a) or
{ 310(b) or with Section 7.09, any Securityholder may petition
any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.
A successor Trustee shall deliver a written accep-
tance of its appointment to the retiring Trustee and to the
Company. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under
this Indenture. The successor Trustee shall mail a notice of
its succession to Holders of Registered Securities. The retir-
ing Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided
for in Section 7.06.
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SECTION 7.08. Successor Trustee by Merger, etc.
If the Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.
SECTION 7.09. Trustee's Capital and Surplus.
The Trustee at all times shall have a combined capi-
tal and surplus of at least $50,000,000 as set forth in its
most recent published report of condition.
ARTICLE 8 -- DISCHARGE OF INDENTURE
SECTION 8.01. Defeasance.
Securities of a series may be defeased in accordance
with their terms and, unless the Bond Resolution otherwise pro-
vides, in accordance with this Article.
The Company at any time may terminate as to a series
all of its obligations under this Indenture, the Securities of
the series and any related coupons ("legal defeasance option").
The Company at any time may terminate as to a series its obli-
gations under Sections 4.05 and 4.06 provided that none of its
obligations in the Sections set forth in the immediately suc-
ceeding sentence may be terminated ("covenant defeasance
option"). However, in the case of the legal defeasance option,
the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 7.06, 7.07 and 8.04 shall survive until the Securi-
ties of the series are no longer outstanding; thereafter the
Company's obligations in Section 7.06 shall survive.
The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option. If the Company exercises its legal defeasance option,
a series may not be accelerated because of an Event of Default.
If the Company exercises its covenant defeasance option, a
series may not be accelerated by reference to Section 4.05 or
Section 4.06.
The Trustee upon request shall acknowledge in writing
the discharge of those obligations that the Company terminates.
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SECTION 8.02. Conditions to Defeasance.
The Company may exercise as to a series its legal
defeasance option or its covenant defeasance option if:
(1) the Company irrevocably deposits in trust with
the Trustee or another trustee money or U.S.
Government Obligations;
(2) the Company delivers to the Trustee a certifi-
cate from a nationally recognized firm of inde-
pendent accountants expressing their opinion
that the payments of principal and interest when
due on the deposited U.S. Government Obligations
without reinvestment plus any deposited money
without investment will provide cash at such
times and in such amounts as will be sufficient
to pay principal and interest when due on all
the Securities of the series to maturity or
redemption, as the case may be;
(3) immediately after the deposit no Default exists;
(4) the deposit does not constitute a default under
any other agreement binding on the Company;
(5) the deposit does not cause the Trustee to have a
conflicting interest under TIA { 310(a) or
{ 310(b) as to another series;
(6) the Company delivers to the Trustee an Opinion
of Counsel to the effect that Holders of the
series will not recognize income, gain or loss
for Federal income tax purposes as a result of
the defeasance;
(7) the Company delivers to the Trustee an Opinion
of Counsel to the effect that the trust result-
ing from the deposit does not constitute, or is
qualified as, a regulated investment company
under the Investment Company Act of 1940; and
(8) 91 days pass after the deposit is made and dur-
ing the 91-day period no Default specified in
Section 6.01(4) or (5) occurs that is continuing
at the end of the period.
Before or after a deposit the Company may make
arrangements satisfactory to the Trustee for the redemption of
Securities at a future date in accordance with Article 3.
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"U.S. Government Obligations" means direct obliga-
tions of the United States which have the full faith and credit
of the United States pledged for payment and which are not
callable at the issuer's option, or certificates representing
an ownership interest in such obligations.
SECTION 8.03. Application of Trust Money.
The Trustee shall hold in trust money or U.S. Govern-
ment Obligations deposited with it pursuant to Section 8.02.
It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accor-
dance with this Indenture to the payment of principal and
interest on Securities of the defeased series.
SECTION 8.04. Repayment to Company.
The Trustee and the Paying Agent shall promptly turn
over to the Company upon request any excess money or securities
held by them at any time.
The Trustee and the Paying Agent shall pay to the
Company upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years.
After payment to the Company, Securityholders entitled to the
money must look to the Company for payment as unsecured general
creditors unless an abandoned property law designates another
person.
ARTICLE 9 -- CONVERSION
SECTION 9.01. Conversion Privilege.
If the Bond Resolution establishing the terms of a
series of securities so provides Securities of any series may
be convertible into Common Stock or other securities (a "Con-
version Right"). The Bond Resolution may establish, among
other things, the terms of securities of the Company into which
Securities of any series are convertible, the Conversion Rate,
provisions for adjustments to the Conversion Rate and limita-
tions upon exercise of the Conversion Right. Unless the Bond
Resolution otherwise provides: (i) the provisions of
Sections 9.02 through 9.08 shall apply to any Securities having
a Conversion Right and (ii) the provision of Sections 9.09
through 9.16 shall apply to any Securities having a Conversion
Right for Common Stock.
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A Holder may convert a portion of a Security if the
portion is $1,000 or integral multiples thereof. Provisions of
this Indenture that apply to the conversion of the aggregate
principal amount of a Security also apply to conversion of a
portion of it.
SECTION 9.02. Conversion Procedure.
To convert a Security a Holder must satisfy all
requirements in the Securities or the Bond Resolution and
(i) complete and manually sign the conversion notice (the "Con-
version Notice") provided for in the Bond Resolution or the
Security (or complete and manually sign a facsimile thereof)
and deliver such notice to the Conversion Agent or any other
office or agency maintained for such purpose, (ii) surrender
the Security to the Conversion Agent or at such other office or
agency by physical delivery, (iii) if required, furnish appro-
priate endorsements and transfer documents, and (iv) if
required, pay all transfer or similar taxes. The date on
which such notice shall have been received by and the Security
shall have been so surrendered to the Conversion Agent is the
"Conversion Date." Such conversion notice shall be irrevocable
and may not be withdrawn by a Holder for any reason.
The Company will complete settlement of any conver-
sion of Securities not later than the fifth business day fol-
lowing the Conversion Date in respect of the cash portion
elected to be delivered in lieu of shares and not later than
the seventh business day following the Conversion Date in
respect of the portion to be settled in Common Stock or other
securities.
If a Registered Security is converted between the
record date for the payment of interest and the next succeeding
interest payment date, such Security must be accompanied by
funds equal to the interest payable on such succeeding interest
payment date on the principal amount so converted (unless such
Security shall have been called for redemption during such
period, in which case no such payment shall be required). A
Registered Security converted on an interest payment date need
not be accompanied by any payment, and the interest on the
principal amount of the Security being converted will be paid
on such interest payment date to the Holder of such Security on
the immediately preceding record date. A Bearer Security pre-
sented for conversion must be accompanied by all unmatured cou-
pons. Subject to the aforesaid right of the Holder to receive
interest, no payment or adjustment will be made on conversion
for interest accrued on the converted Security or for interest,
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dividends or other distributions payable on any security issued
on conversion.
If a Holder converts more than one Security at the
same time, the number of full shares or other securities issu-
able or cash payable upon the conversion shall be based on the
total principal amount of the Securities converted.
Upon surrender of a Security that is converted in
part the Registrar shall authenticate for the Holder a new
Security equal in principal amount to the unconverted portion
of the Security surrendered; except that if a Global Security
is so surrendered the Registrar shall authenticate and deliver
to the Depositary a new Global Security in a denomination equal
to and in exchange for the unconverted portion of the principal
of the Global Security so surrendered.
If the last day on which a Security may be converted
is a Legal Holiday in a place where a Conversion Agent is
located, the Security may be surrendered to that Conversion
Agent on the next succeeding day that is not a Legal Holiday.
SECTION 9.03. Taxes on Conversion.
If a Holder of a Security exercises a Conversion
Right, the Company shall pay any documentary, stamp or similar
issue or transfer tax due on the issue of shares of Common
Stock upon the conversion. However, the Holder shall pay any
such tax which is due because securities or other property are
issued in a name other than the Holder's name. Nothing herein
shall preclude any income tax or other withholding required by
law or regulations.
SECTION 9.04. Company Determination Final.
Any determination that the Board of Directors makes
pursuant to this Article 9 is conclusive, absent manifest
error.
SECTION 9.05. Trustee's and Conversion Agent's Disclaimer.
The Trustee (and each Conversion Agent other than the
Company) has no duty to determine when or if an adjustment
under this Article 9 or any Bond Resolution should be made, how
it should be made or calculated or what it should be. The
Trustee (and each Conversion Agent other than the Company)
makes no representation as to the validity or value of any
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securities or assets issued upon conversion of Securities. The
Trustee (and each Conversion Agent other than the Company)
shall not be responsible for the Company's failure to comply
with this Article 9 or any provision of a Bond Resolution
relating to a Conversion Right.
SECTION 9.06. Company to Provide Conversion Securities.
The Company shall reserve out of its authorized but
unissued capital stock or its capital stock held in treasury
sufficient shares to permit the conversion of all of the Secu-
rities convertible into any capital stock of the Company.
All shares of capital stock of any person which may
be issued upon conversion of the Securities shall be validly
issued, fully paid and non-assessable. All debt securities or
other instruments of any person which may be issued upon con-
version of securities shall be duly authorized and legal, valid
and binding obligations of such person.
The Company will comply with all securities laws reg-
ulating the offer and delivery of securities upon conversion of
Securities.
SECTION 9.07. Cash Settlement Option.
If the Bond Resolution so provides, the Company may
elect to satisfy, in whole or in part, a Conversion Right of
Securities convertible into Capital Stock of any person by the
delivery of cash. The amount of cash to be delivered shall be
equal to the Market Price (as defined below) on the last Stock
Trading Day preceding the applicable Conversion Date of a share
of such Capital Stock multiplied by the number of shares of
such Capital Stock in respect of which the Company elects to
deliver cash. If the Company elects to satisfy, in whole or in
part, a Conversion Right by the delivery of shares of such Cap-
ital Stock, no fractional shares will be delivered. Instead,
the Company will pay cash based on the Market Price for such
fractional share of such Capital Stock.
The "Market Price" of the Common Stock or any other
Capital Stock into which Securities may be converted pursuant
to a Bond Resolution or this Article 9 on any Stock Trading Day
means the weighted average per share sale price for all sales
of the Common Stock or such other Capital Stock on such Stock
Trading Day (or, if the information necessary to calculate such
weighted average per share sale price is not reported, the
average of the high and low sale prices, or if no sales are
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reported, the average of the bid and ask prices or, if more
than one in either case, the average of the average bid and
average ask prices), as reported in the composite transactions
for the New York Stock Exchange, or if the Common Stock or such
other Capital Stock is not listed or admitted to trading on
such exchange, as reported in the composite transactions for
the principal national or regional United States securities
exchange on which the Common Stock or such other Capital Stock
is listed or admitted to trading or, if the Common Stock or
such other Capital Stock is not listed or admitted to trading
on a United States national or regional securities exchange, as
reported by NASDAQ or by the National Quotation Bureau Incorpo-
rated. In the absence of such quotations, the Company shall be
entitled to determine the Market Price on the basis of such
quotations as it considers appropriate.
SECTION 9.08. Adjustment in Conversion Rate
for Change in Capital Stock.
If the Company:
(1) pays a dividend or makes a distribution on its
Common Stock in shares of its Common Stock;
(2) subdivides its outstanding shares of Common
Stock into a greater number of shares;
(3) combines its outstanding shares of Common Stock
into a smaller number of shares;
(4) pays a dividend or makes a distribution on its
Common Stock in shares of its Capital Stock other than
Common Stock; or
(5) issues by reclassification of its Common Stock
any shares of its capital stock,
then the conversion privilege and the Conversion Rate in effect
immediately prior to such action shall be adjusted so that the
Holder of a Security thereafter converted may receive the num-
ber of shares of Capital Stock of the Company (or, at the Com-
pany's option, an equivalent amount in cash) which he would
have owned immediately following such action if he had con-
verted the Security immediately prior to such action.
The adjustment shall become effective immediately
after the record date in the case of a dividend or distribution
and immediately after the effective date in the case of a sub-
division, combination or reclassification.
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If after an adjustment a Holder of a Security may,
upon conversion, receive shares of two or more classes of Capi-
tal Stock of the Company, the Board of Directors of the Company
shall determine the allocation of the adjusted Conversion Rate
between or among the classes of Capital Stock. After such
allocation, the conversion privilege and the Conversion Rate of
each class of Capital Stock shall thereafter be subject to
adjustment on terms comparable to those applicable to Common
Stock in this Article.
SECTION 9.09. Adjustment in Conversion Rate for
Common Stock Issued Below Market Price.
If the Company issues to all holders of Common Stock
rights, options or warrants to subscribe for or purchase shares
of Common Stock, or any securities convertible into or
exchangeable for shares of Common Stock, or rights, options or
warrants to subscribe for or purchase such convertible or
exchangeable securities at a Price Per Share (as defined and
determined according to the formula given below) lower than the
current Market Price on the date of such issuance, the Conver-
sion Rate shall be adjusted in accordance with the following
formula:
AC = CC x O + N
----------
O + (N x R)
-------
M
where:
AC = the adjusted Conversion Rate.
CC = the then current Conversion Rate.
O = the number of shares outstanding immediately prior to such
issuance.
N = the "Number of Shares," which (i) in the case of rights,
options or warrants to subscribe for or purchase shares of
Common Stock or of securities convertible into or
exchangeable for shares of Common Stock, is the maximum
number of shares of Common Stock initially issuable upon
exercise, conversion or exchange thereof; and (ii) in the
case of rights, options or warrants to subscribe for or
purchase convertible or exchangeable securities, is the
maximum number of shares of Common Stock initially issu-
able upon the conversion or exchange of the convertible or
exchangeable securities issuable upon the exercise of such
rights, options or warrants.
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R = the proceeds received or receivable by the Company, which
(i) in the case of rights, options or warrants to sub-
scribe for or purchase shares of Common Stock or of secu-
rities convertible into or exchangeable for shares of Com-
mon Stock, is the total amount per share received or
receivable by the Company in consideration for the sale
and issuance of such rights, options, warrants or convert-
ible or exchangeable securities, plus the minimum aggre-
gate amount of additional consideration, other than the
convertible or exchangeable securities, payable to the
Company upon exercise, conversion or exchange thereof; and
(ii) in the case of rights, options or warrants to sub-
scribe for or purchase convertible or exchangeable securi-
ties, is the total amount per share received or receivable
by the Company in consideration for the sale and issuance
of such rights, options or warrants, plus the minimum
aggregate consideration payable to the Company upon the
exercise thereof, plus the minimum aggregate amount of
additional consideration, other than the convertible or
exchangeable securities, payable upon the conversion or
exchange of the convertible or exchangeable securities;
provided, that in each case the proceeds received or
receivable by the Company shall be deemed to be the amount
of gross cash proceeds without deducting therefrom any
compensation paid or discount allowed in the sale, under-
writing or purchase thereof by underwriters or dealers or
others performing similar services or any expenses
incurred in connection therewith.
M = the current Market Price per share of Common Stock on the
date of issue of the rights, options or warrants to sub-
scribe for or purchase shares of Common Stock or the secu-
rities convertible into or exchangeable for shares of Com-
mon Stock or the rights, options or warrants to subscribe
for or purchase convertible or exchangeable securities.
"Price Per Share" shall be defined and determined accord-
ing to the following formula:
P = R
---
N
where:
P = Price Per Share
and R and N have the meanings assigned above.
If the Company shall issue rights, options, warrants
or convertible or exchangeable securities for a consideration
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consisting, in whole or in part, of property other than cash
the amount of such consideration shall be determined in good
faith by the Board of Directors whose determination shall be
conclusive and evidenced by a resolution of the Board of Direc-
tors filed with the Trustee.
The adjustment shall be made successively whenever
any such additional rights, options, warrants or convertible or
exchangeable securities are issued, and shall become effective
immediately after the date of issue of such shares, rights,
options, warrants or convertible or exchangeable securities.
To the extent that such rights, options or warrants
expire unexercised or to the extent any convertible or
exchangeable securities are redeemed by the Company or other-
wise cease to be convertible or exchangeable into shares of
Common Stock, the Conversion Rate shall be readjusted to the
Conversion Rate which would then be in effect had the adjust-
ment made upon the date of issuance of such rights, options,
warrants or convertible or exchangeable securities been made
upon the basis of the issuance of rights, options or warrants
to subscribe for or purchase only the number of shares of Com-
mon Stock as to which such rights, options or warrants were
actually exercised and the number of shares of Common Stock
that were actually issued upon the conversion or exchange of
the convertible or exchangeable securities.
SECTION 9.10. Adjustment for Other Distributions.
If the Company distributes to all holders of its Com-
mon Stock any of its assets or debt securities or any rights or
warrants to purchase assets or debt securities of the Company,
the Conversion Rate shall be adjusted in accordance with the
following formula:
AC = CC x (O x M)
-------------
(O x M) - F
where:
AC = the adjusted Conversion Rate.
CC = the then current Conversion Rate.
O = the number of shares of Common Stock outstanding on the
record date mentioned below.
M = the current Market Price per share of Common Stock on the
record date mentioned below.
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F = the fair market value on the record date of the assets,
securities, rights or warrants distributed. The Board of
Directors of the Company shall determine the fair market
value.
The adjustment shall become effective immediately
after the record date for the determination of stockholders
entitled to receive the distribution.
This Section does not apply to cash dividends or dis-
tributions or to reclassifications or distributions referred to
in Section 9.08. Also, this Section does not apply to shares
issued below Market Price referred to in Section 9.09.
SECTION 9.11. Voluntary Adjustment.
The Company at any time may increase the Conversion
Rate, temporarily or otherwise, by any amount but in no event
shall such Conversion Rate result in the issuance of Common
Stock at a price less than the par value of the Common Stock at
the time such increase is made.
SECTION 9.12. When Adjustment May Be Deferred.
No adjustment in the Conversion Rate need be made
unless the adjustment would require a change of at least 1% in
the Conversion Rate. Any adjustments that are not made due to
the immediately preceding sentence shall be carried forward and
taken into account in any subsequent adjustment; provided, that
any adjustment carried forward shall be deferred not in excess
of three years, whereupon any adjustment to the Conversion Rate
will be effected.
All calculations under this Article 9 shall be made
to the nearest cent or to the nearest 1/100th of a share, as
the case may be.
SECTION 9.13. When No Adjustment Required.
Except as set forth in Section 9.09, no adjustment in
the Conversion Rate shall be made because the Company issues,
in exchange for cash, property or services, shares of Common
Stock, or any securities convertible into shares of Common
Stock, or securities carrying the right to purchase shares of
Common Stock or such convertible securities.
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No adjustment in the Conversion Rate need be made for
rights to purchase or the sale of Common Stock pursuant to a
Company plan providing for reinvestment of dividends or
interest.
No adjustment in the Conversion Rate need be made for
a change in the par value of the Common Stock.
No adjustment need be made for a transaction referred
to in Section 9.08, 9.09 or 9.10 if Securityholders are to par-
ticipate in the transaction on a basis and with notice that the
Board of Directors determines to be fair and appropriate in
light of the basis and notice on which holders of Common Stock
participate in the transaction.
SECTION 9.14. Notice of Adjustment.
Whenever the Conversion Rate is adjusted, the Company
shall promptly mail to Holders of Securities affected a notice
of the adjustment. The Company shall file with the Trustee an
Officers' Certificate or a certificate from the Company's inde-
pendent public accountants (which shall include the statements
required by Section 11.04) stating the facts requiring the
adjustment and the manner of computing it. The certificate
shall be conclusive evidence that the adjustment is correct,
absent manifest error.
SECTION 9.15. Notice of Certain Transactions.
If:
(1) the Company proposes to take any action that
would require an adjustment in the Conversion Rate,
(2) the Company proposes to take any action that
would require a supplemental indenture pursuant to
Section 9.16, or
(3) there is a proposed liquidation or dissolution
of the Company,
the Company shall mail to Holders of Securities of any affected
series a notice stating the proposed record date for a dividend
or distribution or the proposed effective date of a subdivi-
sion, combination, reclassification, consolidation, merger,
transfer, lease, liquidation or dissolution. The Company shall
mail the notice at least 15 days before such date. Failure to
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mail the notice or any defect in it shall not affect the valid-
ity of the transaction.
SECTION 9.16. Reorganization of the Company.
If the Company is a party to a transaction subject to
Section 5.01 or a merger which reclassifies, exchanges, or
changes its outstanding Common Stock, the successor corporation
(if other than the Company) shall enter into a supplemental
indenture which shall provide that the Holder of a Security may
convert it into the kind and amount of securities, cash or
other assets which he would have owned immediately after the
consolidation, merger, transfer or lease if he had converted
the Security immediately before the effective date of the
transaction. The supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be prac-
tical to the adjustments provided for in this Article. The
successor company shall mail to Holders of Securities of any
affected series a notice briefly describing the supplemental
indenture.
If this Section applies, Sections 9.08, 9.09 and 9.10
do not apply.
ARTICLE 10 -- AMENDMENTS
SECTION 10.01. Without Consent of Holders.
The Company and the Trustee may amend this Indenture, the
Securities or any coupons without the consent of any
Securityholder:
(1) to cure any ambiguity, omission, defect or
inconsistency;
(2) to comply with Article 5;
(3) to provide that specific provisions of this
Indenture shall not apply to a series not previ-
ously issued;
(4) to create a series and establish its terms;
(5) to provide for a separate Trustee for one or
more series; or
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(6) to make any change that does not materially
adversely affect the rights of any
Securityholder.
SECTION 10.02. With Consent of Holders.
Unless the Bond Resolution otherwise provides, the
Company and the Trustee may amend this Indenture, the Securi-
ties and any coupons with the written consent of the Holders of
a majority in principal amount of the Securities of all series
affected by the amendment voting as one class. However, with-
out the consent of each Securityholder affected, an amendment
under this Section may not:
(1) reduce the amount of Securities whose Holders
must consent to an amendment;
(2) reduce the interest on or change the time for
payment of interest on any Security;
(3) change the fixed maturity of any Security;
(4) reduce the principal of any non-Discounted Secu-
rity or reduce the amount of principal of any
Discounted Security that would be due upon an
acceleration thereof;
(5) change the currency in which principal or inter-
est on a Security is payable;
(6) waive any default in payment of interest on or
principal of a security; or
(7) make any change in Section 6.04 or 10.02, except
to increase the amount of Securities whose Hold-
ers must consent to an amendment or waiver or to
provide that other provisions of this Indenture
cannot be amended or waived without the consent
of each Securityholder affected thereby.
An amendment of a provision included solely for the
benefit of one or more series does not affect Securityholders
of any other series.
Securityholders need not consent to the exact text of
a proposed amendment or waiver; it is sufficient if they con-
sent to the substance thereof.
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SECTION 10.03. Compliance with Trust Indenture Act.
Every amendment pursuant to Section 10.01 or 10.02
shall be set forth in a supplemental indenture that complies
with the TIA as then in effect.
If a provision of the TIA requires or permits a pro-
vision of this Indenture and the TIA provision is amended, then
the Indenture provision shall be automatically amended to like
effect.
SECTION 10.04. Effect of Consents.
An amendment or waiver becomes effective in accor-
dance with its terms and thereafter binds every Securityholder
entitled to consent to it.
A consent to an amendment or waiver by a Holder of a
Security is a continuing consent by the Holder and every subse-
quent Holder of a Security that evidences the same debt as the
consenting Holder's Security. Any Holder or subsequent Holder
may revoke the consent as to his Security if the Trustee
receives notice of the revocation before the amendment or
waiver becomes effective.
The Company may fix a record date for the determina-
tion of Holders of Registered Securities entitled to give a
consent. The record date shall not be less than 10 nor more
than 60 days prior to the first written solicitation of
Securityholders.
SECTION 10.05. Notation on or Exchange of Securities.
The Company or the Trustee may place an appropriate
notation about an amendment or waiver on any Security there-
after authenticated. The Company may issue in exchange for
affected Securities new Securities that reflect the amendment
or waiver.
SECTION 10.06. Trustee Protected.
The Trustee need not sign any supplemental indenture
that adversely affects its rights, duties or immunities under
this Indenture or otherwise.
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ARTICLE 11 -- MISCELLANEOUS
SECTION 11.01. Trust Indenture Act.
The provisions of TIA {{ 310 through 317 that impose
duties on any person (including the provisions automatically
deemed included herein unless expressly excluded by this Inden-
ture) are a part of and govern this Indenture, whether or not
physically contained herein.
If any provision of this Indenture limits, qualifies
or conflicts with another provision which is required to be
included in this Indenture by the TIA, the required provision
shall control.
SECTION 11.02. Notices
Any notice by one party to another is duly given if
in writing and delivered in person, sent by facsimile transmis-
sion confirmed by mail or mailed by first-class mail to the
other's address shown below:
Company: General Signal Corporation
High Ridge Park, Box 10010
Stamford, Connecticut 06904
Attention: Vice President and
Treasurer
with a copy to the
General Counsel
Trustee: Chemical Bank
450 West 33rd Street
New York, New York 10001
Attention: Corporate Trust Department
A party by notice to the other parties may designate
additional or different addresses for subsequent notices.
Any notice mailed to a Securityholder shall be mailed
to his address shown on the register kept by the Transfer Agent
or on the list referred to in Section 2.06. Failure to mail a
-45-
<PAGE>
notice to a Securityholder or any defect in a notice mailed to
a Securityholder shall not affect the sufficiency of the notice
mailed to other Securityholders or the sufficiency of any pub-
lished notice.
If a notice is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not
the addressee receives it.
If the Company mails a notice to Securityholders, it
shall mail a copy to the Trustee and each Agent at the same
time.
If in the Company's opinion it is impractical to mail
a notice required to be mailed or to publish a notice required
to be published, the Company may give such substitute notice as
the Trustee approves. Failure to publish a notice as required
or any defect in it shall not affect the sufficiency of any
mailed notice.
All notices shall be in the English language, except
that any published notice may be in an official language of the
country of publication.
A "notice" includes any communication required by
this Indenture.
SECTION 11.03. Certificate and Opinion as to Conditions
Precedent.
Upon any request or application by the Company to the
Trustee to take any action under this Indenture, the Company
shall if so requested furnish to the Trustee:
(1) an Officers' Certificate stating that, in the
opinion of the signers, all conditions prece-
dent, if any, provided for in this Indenture
relating to the proposed action have been com-
plied with; and
(2) an Opinion of Counsel stating that, in the opin-
ion of such counsel, all such conditions prece-
dent have been complied with.
-46-
<PAGE>
SECTION 11.04. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compli-
ance with a condition or covenant provided for in this Inden-
ture shall include:
(1) a statement that the person making such certifi-
cate or opinion has read such covenant or
condition;
(2) a brief statement as to the nature and scope of
the examination or investigation upon which the
statements or opinions contained in such cer-
tificate or opinion are based;
(3) a statement that, in the opinion of such person,
he has made such examination or investigation as
is necessary to enable him to express an
informed opinion as to whether or not such cove-
nant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion
of such person, such condition or covenant has
been complied with.
SECTION 11.05. Rules by Company and Agents.
The Company may make reasonable rules for action by
or a meeting of Securityholders. An Agent may make reasonable
rules and set reasonable requirements for its functions.
SECTION 11.06. Legal Holidays.
A "Legal Holiday" is a Saturday, a Sunday or a day on
which banking institutions are not required to be open. If a
payment date is a Legal Holiday at a place of payment, unless
the Bond Resolution otherwise provides, payment may be made at
that place on the next succeeding day that is not a Legal Holi-
day, and no interest shall accrue for the intervening period.
SECTION 11.07. No Recourse Against Others.
All liability described in the Securities of any
director, officer, employee or stockholder, as such, of the
Company is waived and released.
-47-
<PAGE>
SECTION 11.08. Duplicate Originals.
The parties may sign any number of copies of this
Indenture. One signed copy is enough to prove this Indenture.
SECTION 11.09. Governing Law.
The laws of the State of New York shall govern this
Indenture, the Securities and any coupons, unless federal law
governs.
-48-
<PAGE>
SIGNATURES
Dated: April 15, 1996 GENERAL SIGNAL CORPORATION
By Julian B. Twombly
Vice President and Treasurer
Attest:
Paul Weinrel
- ----------------------------
Dated: April 15, 1996 CHEMICAL BANK
By Andrew M. Deck
Vice President
Attest:
Francine Springer
- ----------------------------
-49-
<PAGE>
EXHIBIT A
A Form of Registered Security
No. $
GENERAL SIGNAL CORPORATION
[Title of Security]
General Signal Corporation
promises to pay to
or registered assigns
the principal sum of Dollars on ,
Interest Payment Dates:
Record Dates:
Dated:
[ ]
GENERAL SIGNAL CORPORATION
Transfer Agent and Paying Agent
by
(SEAL)
Authenticated: Vice President and
Treasurer
Registrar, by
Authorized Officer Vice President
A-1
<PAGE>
GENERAL SIGNAL CORPORATION
[Title of Security]
1. Interest.1
General Signal Corporation ("Company"), a New York
corporation, promises to pay interest on the princi-
pal amount of this Security at the rate per annum
shown above. The Company will pay interest semiannu-
ally on and of
each year commencing , 19__. Interest on
the Securities will accrue from the most recent date
to which interest has been paid or, if no interest
has been paid, from , 19__. Interest will
be computed on the basis of a 360-day year of twelve
30-day months.
2. Method of Payment.2
The Company will pay interest on the Securities to
the persons who are registered holders of Securities
at the close of business on the record date for the
next interest payment date, except as otherwise pro-
vided in the Indenture. Holders must surrender Secu-
rities to a Paying Agent to collect principal pay-
ments. The Company will pay principal and interest
in money of the United States that at the time of
payment is legal tender for payment of public and
private debts. The Company may pay principal and
interest by check payable in such money. It may mail
an interest check to a holder's registered address.
3. Bond Agents.
Initially, , will act as
Paying Agent, Transfer Agent and Registrar. The Com-
pany may change any Paying Agent, Transfer Agent or
Registrar without notice. The Company or any Affili-
ate may act in any such capacity. Subject to certain
conditions, the Company may change the Trustee.
4. Indenture.
The Company issued the securities of this series
("Securities") under an Indenture dated as of
April 15, 1996 ("Indenture") between the Company and
Chemical Bank ("Trustee"). The terms of the Securi-
ties include those stated in the Indenture and in the
Bond Resolution creating the Securities and those
A-2
<PAGE>
made part of the Indenture by the Trust Indenture Act
of 1939 (15 U.S. Code {{ 77aaa-77bbbb).
Securityholders are referred to the Indenture, the
Bond Resolution and the Act for a statement of such
terms.
5. Optional Redemption.3
On or after , the Company may redeem
all the Securities at any time or some of them from
time to time at the following redemption prices
(expressed in percentages of principal amount), plus
accrued interest to the redemption date.
If redeemed during the 12-month period beginning,
Year Percentage Year Percentage
and thereafter at 100%.
6. Mandatory Redemption.4
The Company will redeem $ principal amount of
Securities on and on each
thereafter through
at a redemption price of 100% of principal amount,
plus accrued interest to the redemption date.5 The
Company may reduce the principal amount of Securities
to be redeemed pursuant to this paragraph by sub-
tracting 100% of the principal amount (excluding pre-
mium) of any Securities (i) that the Company has
acquired or that the Company has redeemed other than
pursuant to this paragraph and (ii) that the Company
has delivered to the Registrar for cancellation. The
Company may subtract the same Security only once.
7. Additional Optional Redemption.6
In addition to redemptions pursuant to the above
paragraph(s), the Company may redeem not more than
$ principal amount of Securities on
and on each thereafter
through at a redemption price of 100% of
principal amount, plus accrued interest to the
redemption date.
A-3
<PAGE>
8. Notice of Redemption.7
Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date
to each holder of Securities to be redeemed at his
registered address.
9. Conversion.8
A Holder of a Security may convert it into Common
Stock9 of the Company or cash, or a combination
thereof, at the Company's option, at any time before
the close of business on ___________, or, if the
Security is called for redemption, the Holder may
convert it at any time before the close of business
on the redemption date. The initial Conversion Rate
is ____________ (or an equivalent amount in cash) per
$1,000 principal amount of the Securities, subject to
adjustment as provided in Article 9 of the
Indenture.10 The Company will deliver a check in
lieu of any fractional share. On conversion no pay-
ment or adjustment for interest accrued on the Secu-
rities will be made nor for dividends on the Common
Stock issued on conversion. If any Security is con-
verted between the record date for the payment of
interest and the next succeeding interest payment
date, such Security must be accompanied by funds
equal to the interest payable on such succeeding
interest payment date on the principal amount so con-
verted (unless such Security shall have been called
for redemption, in which case no such payment shall
be required). A Security converted on an interest
payment date need not be accompanied by any payment,
and the interest on the principal amount of the Secu-
rity being converted will be paid on such interest
payment date to the registered holder of such Secu-
rity on the immediately preceding record date.
To convert a Security a Holder must (1) complete and
sign the conversion notice on the back of the Secu-
rity, (2) surrender the Security to a Conversion
Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Registrar or
Conversion Agent and (4) pay any transfer or similar
tax if required. A Holder may convert a portion of a
Security if the portion is $1,000 or an integral mul-
tiple of $1,000.
A-4
<PAGE>
10. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons
in denominations of $1,00011 and whole multiples of
$1,000. The transfer of Securities may be registered
and Securities may be exchanged as provided in the
Indenture. The Transfer Agent may require a holder,
among other things, to furnish appropriate endorse-
ments and transfer documents and to pay any taxes and
fees required by law or the Indenture. The Transfer
Agent need not exchange or register the transfer of
any Security or portion of a Security selected for
redemption. Also, it need not exchange or register
the transfer of any Securities for a period of 15
days before a selection of Securities to be redeemed.
11. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
12. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the
securities of all series affected by the amendment.12
Subject to certain exceptions, a default on a series
may be waived with the consent of the holders of a
majority in principal amount of the series.
Without the consent of any Securityholder, the
Indenture or the Securities may be amended, among
other things, to cure any ambiguity, omission, defect
or inconsistency; to provide for assumption of Com-
pany obligations to Securityholders; or to make any
change that does not materially adversely affect the
rights of any Securityholder.
13. Restrictive Covenants.13
The Securities are unsecured general obligations of
the Company limited to $ principal amount.
14. Successors.
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the
Company will be released from those obligations.
A-5
<PAGE>
15. Defeasance Prior to Redemption or Maturity.14
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations
under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest
on the Securities to redemption or maturity. U.S.
Government Obligations are securities backed by the
full faith and credit of the United States of America
or certificates representing an ownership interest in
such Obligations.
16. Defaults and Remedies.
An Event of Default15 includes: default for 30 days
in payment of interest on the Securities; default in
payment of principal on the Securities; default by
the Company for a specified period after notice to it
in the performance of any of its other agreements
applicable to the Securities; certain events of bank-
ruptcy or insolvency; and any other Event of Default
provided for in the series. If an Event of Default
occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the Securities
may declare the principal16 of all the Securities to
be due and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities.
Subject to certain limitations, holders of a majority
in principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of
any continuing default (except a default in payment
of principal or interest) if it determines that with-
holding notice is in their interests. The Company
must furnish an annual compliance certificate to the
Trustee.
17. Trustee Dealings with Company.
The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may
otherwise deal with those persons, as if it were not
Trustee.
A-6
<PAGE>
18. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for
any obligations of the Company under the Securities
or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Secu-
rity waives and releases all such liability. The
waiver and release are part of the consideration for
the issue of the Securities.
19. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
20. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM
(=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
The Company will furnish to any Securityholder upon writ-
ten request and without charge a copy of the Indenture and the
Bond Resolution, which contains the text of this Security in
larger type. Requests may be made to: Secretary, General Sig-
nal Corporation, High Ridge Park, Box 10010, Stamford, CT
06904.
A-7
<PAGE>
EXHIBIT B
A Form of Bearer Security
No. $
GENERAL SIGNAL CORPORATION
[Title of Security]
General Signal Corporation
promises to pay to bearer
the principal sum of Dollars on ,
Interest Payment Dates:
Dated:
[ ]
GENERAL SIGNAL CORPORATION
Transfer Agent
(SEAL) by
Authenticated: Vice President and
Treasurer
[ ]
Registrar, by
Authorized Officer Vice President
B-1
<PAGE>
GENERAL SIGNAL CORPORATION
[Title of Security]
1. Interest.1
General Signal Corporation ("Company"), a New York
corporation, promises to pay to bearer interest on
the principal amount of this Security at the rate per
annum shown above. The Company will pay interest
semiannually on and of each
year commencing , 19 . Interest on the
Securities will accrue from the most recent date to
which interest has been paid or, if no interest has
been paid, from , 19 . Interest will be
computed on the basis of a 360-day year of twelve 30-
day months.
2. Method of Payment.2
Holders must surrender Securities and any coupons to
a Paying Agent to collect principal and interest pay-
ments. The Company will pay principal and interest
in money of the United States that at the time of
payment is legal tender for payment of public and
private debts. The Company may pay principal and
interest by check payable in such money.
3. Bond Agents.
Initially, , will act as Transfer Agent,
Paying Agent and Registrar. The Company may change
any Paying Agent, Transfer Agent or Registrar without
notice. The Company or any Affiliate may act in any
such capacity. Subject to certain conditions, the
Company may change the Trustee.
4. Indenture.
The Company issued the securities of this series
("Securities") under an Indenture dated as of
April 15, 1996 ("Indenture") between the Company and
Chemical Bank ("Trustee"). The terms of the Securi-
ties include those stated in the Indenture and the
Bond Resolution and those made part of the Indenture
by the Trust Indenture Act of 1939 (15 U.S. Code
{{ 77aaa-77bbbb). Securityholders are referred to
the Indenture, the Bond Resolution and the Act for a
statement of such terms.
B-2
<PAGE>
5. Optional Redemption.3
On or after , the Company may redeem all
the Securities at any time or some of them from time
to time at the following redemption prices (expressed
in percentages of principal amount), plus accrued
interest to the redemption date.
If redeemed during the 12-month period beginning,
Year Percentage Year Percentage
and thereafter at 100%.
6. Mandatory Redemption.4
The Company will redeem $ principal amount of
Securities on and on each
thereafter through at a redemption price
of 100% of principal amount, plus accrued interest to
the redemption date.5 The Company may reduce the
principal amount of Securities to be redeemed pursu-
ant to this paragraph by subtracting 100% of the
principal amount (excluding premium) of any Securi-
ties (i) that the Company has acquired or that the
Company has redeemed other than pursuant to this
paragraph and (ii) that the Company has delivered to
the Registrar for cancellation. The Company may
subtract the same Security only once.
7. Additional Optional Redemption.6
In addition to redemptions pursuant to the above
paragraph(s), the Company may redeem not more than
$ principal amount of Securities on
and on each thereafter through
at a redemption price of 100% of principal amount,
plus accrued interest to the redemption date.
8. Notice of Redemption.7
Notice of redemption will be published once in an
Authorized Newspaper in the City of New York and if
the Securities are listed on any stock exchange
located outside the United States and such stock
exchange so requires, in any other required city out-
side the United States at least 30 days but not more
than 60 days before the redemption date. Notice of
redemption also will be mailed to holders who have
B-3
<PAGE>
filed their names and addresses with the Transfer
Agent within the two preceding years. A holder of
Securities may miss important notices if he fails to
maintain his name and address with the Transfer
Agent.
9. Conversion.8
A Holder of a Security may convert it into Common
Stock9 of the Company or cash, or a combination
thereof, at the Company's option, at any time before
the close of business on ___________, or, if the
Security is called for redemption, the Holder may
convert it at any time before the close of business
on the redemption date. The initial Conversion Rate
is ____________ (or an equivalent amount in cash) per
$1,000 principal amount of the Securities, subject to
adjustment as provided in Article 9 of the
Indenture.10 The Company will deliver a check in
lieu of any fractional share. On conversion no pay-
ment or adjustment for interest accrued on the Secu-
rities will be made nor for dividends on the Common
Stock issued on conversion. If any Security is con-
verted between the record date for the payment of
interest and the next succeeding interest payment
date, such Security must be accompanied by funds
equal to the interest payable on such succeeding
interest payment date on the principal amount so con-
verted (unless such Security shall have been called
for redemption, in which case no such payment shall
be required). A Security converted on an interest
payment date need not be accompanied by any payment,
and the interest on the principal amount of the Secu-
rity being converted will be paid on such interest
payment date to the registered holder of such Secu-
rity on the immediately preceding record date.
To convert a Security a Holder must (1) complete and
sign the conversion notice on the back of the Secu-
rity, (2) surrender the Security to a Conversion
Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Registrar or
Conversion Agent and (4) pay any transfer or similar
tax if required. A Holder may convert a portion of a
Security if the portion is $1,000 or an integral mul-
tiple of $1,000.
B-4
<PAGE>
10. Denominations, Transfer, Exchange.
The Securities are in bearer form with coupons in
denominations of $5,00011 and whole multiples of
$5,000. The Securities may be transferred by deliv-
ery and exchanged as provided in the Indenture. Upon
an exhange, the Transfer Agent may require a holder,
among other things, to furnish appropriate documents
and to pay any taxes and fees required by law or the
Indenture. The Transfer Agent need not exchange any
Security or portion of a Security selected for
redemption. Also, it need not exchange any Securi-
ties for a period of 15 days before a selection of
Securities to be redeemed.
11. Persons Deemed Owners.
The holder of a Security or coupon may be treated as
its owner for all purposes.
12. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the
securities of all series affected by the amendment.12
Subject to certain exceptions, a default on a series
may be waived with the consent of the holders of a
majority in principal amount of the series.
Without the consent of any Securityholder, the Inden-
ture or the Securities may be amended, among other
things, to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company
obligations to Securityholders; or to make any change
that does not materially adversely affect the rights
of any Securityholder.
13. Restrictive Covenants.13
The Securities are unsecured general obligations of
the Company limited to $ principal amount.
14. Successors.
When a successor assumes all the obligations of the
Company under the Securities, any coupons and the
Indenture, the Company will be released from those
obligations.
B-5
<PAGE>
15. Defeasance Prior to Redemption or Maturity.14
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations
under the Securities, any coupons and the Indenture
if the Company deposits with the Trustee money or
U.S. Government Obligations for the payment of prin-
cipal and interest on the Securities to redemption or
maturity. U.S. Government Obligations are securities
backed by the full faith and credit of the United
States of America or certificates representing an
ownership interest in such Obligations.
16. Defaults and Remedies.
An Event of Default15 includes: default for 30 days
in payment of interest on the Securities; default in
payment of principal on the Securities; default by
the Company for a specified period after notice to it
in the performance of any of its other agreements
applicable to the Securities; certain events of bank-
ruptcy or insolvency; and any other Event of Default
provided for in the series. If an Event of Default
occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the Securities
may declare the principal16 of all the Securities to
be due and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities.
Subject to certain limitations, holders of a majority
in principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of
any continuing default (except a default in payment
of principal or interest) if it determines that with-
holding notice is in their interests. The Company
must furnish an annual compliance certificate to the
Trustee.
17. Trustee Dealings with Company.
The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may
otherwise deal with those persons, as if it were not
Trustee.
B-6
<PAGE>
18. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for
any obligations of the Company under the Securities
or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Secu-
rity waives and releases all such liability. The
waiver and release are part of the consideration for
the issue of the Securities.
19. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
20. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM
(=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
The Company will furnish to any Securityholder upon
written request and without charge a copy of the Indenture and
the Bond Resolution, which contains the text of this Security
in larger type. Requests may be made to: Secretary, General
Signal Corporation, High Ridge Park, Box 10010, Stamford, CT
06904.
B-7
<PAGE>
[FACE OF COUPON]
...............
[$]............
Due............
GENERAL SIGNAL CORPORATION
[Title of Security]
Unless the Security attached to this coupon has been
called for redemption, General Signal Corporation ("Company")
will pay to bearer, upon surrender, the amount shown hereon
when due. This coupon may be surrendered for payment to any
Paying Agent listed on the back of this coupon unless the Com-
pany has replaced such Agent. Payment may be made by check.
This coupon represents six months' interest.
GENERAL SIGNAL CORPORATION
By
[REVERSE OF COUPON]
PAYING AGENTS
<PAGE>
NOTES TO EXHIBITS A AND B
1 If the Security is not to bear interest at a fixed rate
per annum, insert a description of the manner in which the
rate of interest is to be determined. If the Security is
not to bear interest prior to maturity, so state.
2 If the method or currency of payment is different, insert
a statement thereof.
3 If applicable.
4 If applicable.
5 If the Security is a Discounted Security, insert amount to
be redeemed or method of calculating such amount.
6 If applicable. Also insert, if applicable, provisions for
repayment of Securities at the option of the
Securityholder.
7 If applicable.
8 If applicable.
9 If applicable. If the Securities are convertible into
securities or property other than Common Stock so specify
and insert a brief summary of the terms of conversion.
10 If additional or different adjustment provisions apply so
specify.
11 If applicable. Insert additional or different
denominations.
12 If different terms apply, insert a brief summary thereof.
13 If applicable. If additional or different covenants
apply, insert a brief summary thereof.
14 If applicable. If different defeasance terms apply,
insert a brief summary thereof.
15 If additional or different Events of Default apply, insert
a brief summary thereof.
16 If the Security is a Discounted Security, set forth the
amount due and payable upon an Event of Default.
<PAGE>
Note: U.S. tax law may require certain legends on Discounted
and Bearer Securities.
<PAGE>
EXHIBIT C
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
_________________________________________
: :
:_______________________________________:
(Insert assignee's soc. sec. or tax I.D. no.)
(Print or type assignee's name, address and zip code)
and irrevocably appoint
agent to transfer this Security on the books of the Company.
The agent may substitute another to act for him.
Date: _______________ Your Signature:
(Sign exactly as your name appears on the other side of
this Security)
C-1
GENERAL SIGNAL CORPORATION
SUBORDINATED DEBT SECURITIES
INDENTURE
Dated as of April 15, 1996
THE CHASE MANHATTAN BANK, N.A., Trustee
<PAGE>
CROSS-REFERENCE TABLE
TIA Indenture
Section Section
310(a)(1)....................................... 7.07
(a)(2)....................................... 7.07; 7.09
(a)(3)....................................... N.A.
(a)(4)....................................... N.A.
(a)(5)....................................... 7.07
(b).......................................... 7.07; 12.02
(c).......................................... N.A.
311(a).......................................... N.A.
(b).......................................... N.A.
(c).......................................... N.A.
312(a).......................................... 2.06
(b).......................................... N.A.
(c).......................................... N.A.
313(a).......................................... 7.05
(b)(1)....................................... N.A.
(b)(2)....................................... 7.05
(c).......................................... 7.05; 12.02
(d).......................................... 7.05
314(a).......................................... 4.03; 4.04;
12.02
(b).......................................... N.A.
(c)(1)....................................... 12.03
(c)(2)....................................... 12.03
(c)(3)....................................... N.A.
(d).......................................... N.A.
(e).......................................... 12.04
(f).......................................... N.A.
315(a).......................................... 7.01(3)
(b).......................................... 7.04; 12.02
(c).......................................... N.A.
(d).......................................... 7.01(5)
(e).......................................... N.A.
316(a)(last sentence)........................... 2.11
(a)(1)(A).................................... 6.05
(a)(1)(B).................................... 6.04
(a)(2)....................................... N.A.
(b).......................................... 6.04
(c).......................................... 11.04
317(a)(1)....................................... 6.07
(a)(2)....................................... N.A.
(b).......................................... 2.05
318(a).......................................... 12.01
(b).......................................... N.A.
(c).......................................... 11.01
- ---------------------
N.A. means Not Applicable
NOTE: This Cross-Reference Table shall not, for any purpose,
be deemed to be a part of the Indenture.
<PAGE>
TABLE OF CONTENTS
Article Section Heading Page
1 DEFINITIONS
1.01 Definitions ................ 1
1.02 Other Definitions .......... 3
1.03 Rules of Construction ...... 4
2 THE SECURITIES
2.01 Issuable in Series ............ 4
2.02 Execution and Authentication... 6
2.03 Bond Agents ................... 7
2.04 Bearer Securities ............. 7
2.05 Paying Agent to Hold Money in
Trust ................... 8
2.06 Securityholder Lists .......... 9
2.07 Transfer and Exchange ......... 9
2.08 Replacement Securities ........ 10
2.09 Outstanding Securities ........ 10
2.10 Discounted Securities ......... 11
2.11 Treasury Securities ........... 11
2.12 Global Securities ............. 11
2.13 Temporary Securities .......... 12
2.14 Cancellation .................. 12
2.15 Defaulted Interest ............ 12
3 REDEMPTION
3.01 Notices to Trustee ............ 13
3.02 Selection of Securities to Be
Redeemed ................ 13
3.03 Notice of Redemption .......... 14
3.04 Effect of Notice of
Redemption .............. 14
3.05 Payment of Redemption Price ... 14
3.06 Securities Redeemed in Part ... 15
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Article Section Heading Page
4 COVENANTS
4.01 Payment of Securities ......... 15
4.02 Overdue Interest .............. 16
4.03 Compliance Certificate ........ 16
4.04 SEC Reports ................... 16
5 SUCCESSORS
5.01 When Company May Merge, etc. ... 17
6 DEFAULTS AND REMEDIES
6.01 Events of Default .............. 17
6.02 Acceleration ................... 18
6.03 Other Remedies ................. 19
6.04 Waiver of Past Defaults ........ 19
6.05 Control by Majority ............ 20
6.06 Limitation on Suits ............ 20
6.07 Collection Suit by Trustee ..... 20
6.08 Priorities ..................... 21
7 TRUSTEE
7.01 Rights of Trustee .............. 21
7.02 Individual Rights of Trustee ... 22
7.03 Trustee's Disclaimer ........... 22
7.04 Notice of Defaults ............. 22
7.05 Reports by Trustee to Holders .. 23
7.06 Compensation and Indemnity ..... 23
7.07 Replacement of Trustee ......... 24
7.08 Successor Trustee by Merger,
etc. ..................... 25
7.09 Trustee's Capital and Surplus .. 25
7.10 No Conflicting Interest......... 25
8 DISCHARGE OF INDENTURE
8.01 Defeasance ...................... 25
8.02 Conditions to Defeasance ........ 26
8.03 Application of Trust Money ...... 27
8.04 Repayment to Company ............ 27
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Article Section Heading Page
9 CONVERSION
9.01 Conversion Privilege ............ 28
9.02 Conversion Procedure ............ 28
9.03 Taxes on Conversion ............. 29
9.04 Company Determination Final ..... 30
9.05 Trustee's and Conversion
Agent's Disclaimer ........ 30
9.06 Company to Provide Conversion
Securities ................ 30
9.07 Cash Settlement Option .......... 31
9.08 Adjustment in Conversion Rate
for Change in Capital
Stock ..................... 31
9.09 Adjustment in Conversion Rate
for Common Stock Issued
Below Market Price ......... 32
9.10 Adjustment for Other
Distributions ............. 35
9.11 Voluntary Adjustment ............ 35
9.12 When Adjustment May Be
Deferred .................. 36
9.13 When No Adjustment Required ..... 36
9.14 Notice of Adjustment ............ 36
9.15 Notice of Certain
Transactions .............. 37
9.16 Reorganization of the Company ... 37
10 AMENDMENTS
10.01 Agreement to Subordinate......... 38
10.02 Certain Definitions.............. 38
10.03 Liquidation; Dissolution;
Bankruptcy................. 39
10.04 Company Not to Make Payments
with Respect to Securities
in Certain Circumstances... 39
10.05 Acceleration of Securities....... 40
10.06 When Distribution Must Be Paid
Over....................... 40
10.07 Notice by Company................ 41
10.08 Subrogation...................... 41
10.09 Subordination May Not Be
Impaired by Company........ 41
10.10 Distribution or Notice to
Representative............. 41
10.11 Rights of Trustee and Paying
Agent...................... 41
10.12 Officer's Certificate............ 42
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Article Section Heading Page
10.13 Obligation of Company
Unconditional.............. 43
11 11.01 Without Consent of Holders....... 43
11.02 With Consetn of Holders
11.03 Compliance with Trust Indenture
Act........................ 44
11.04 Effect of Consent................ 45
11.05 Notation on or Exchange of
Securities................. 45
11.06 Trustee Protected................ 46
12 MISCELLANEOUS
12.01 Trust Indenture Act ............. 46
12.02 Notices ......................... 46
12.03 Certificate and Opinion as to
Conditions Precedent ...... 47
12.04 Statements Required in Cer-
tificate or Opinion ....... 48
12.05 Rules by Company and Agents ..... 48
12.06 Legal Holidays .................. 48
12.07 No Recourse Against Others....... 48
12.08 Duplicate Originals.............. 49
12.09 Governing Law.................... 49
SIGNATURES ............................... 50
Exhibit A: A Form of Registered
Security ................ A-1
Exhibit B: A Form of Bearer Security
Notes to Exhibits A
and B .................. B-1
Exhibit C: A Form of Assignment ......... C-1
Exhibit D: A Form of Conversion
Notice.................... D-1
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INDENTURE dated as of April 15, 1996 between GENERAL
SIGNAL CORPORATION, a New York corporation ("Company"), and THE
CHASE MANHATTAN BANK, N.A., a national banking association
("Trustee").
Each party agrees as follows for the benefit of the
Holders of the Company's debt securities issued under this
Indenture:
ARTICLE 1 -- DEFINITIONS
SECTION 1.01. Definitions.
"Affiliate" means any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with the Company.
"Agent" means any Registrar, Transfer Agent, Paying
Agent or Conversion Agent.
"Authorized Newspaper" means a newspaper that is:
(1) printed in the English language or in an offi-
cial language of the country of publication;
(2) customarily published on each business day in
the place of publication; and
(3) of general circulation in the relevant place or
in the financial community of such place.
Whenever successive publications in an Authorized Newspaper are
required, they may be made on the same or different business
days and in the same or different Authorized Newspapers.
"Bearer Security" means a Security payable to bearer.
"Board" means the Board of Directors of the Company
or any authorized committee of the Board.
"Bond Resolution" means a resolution adopted by the
Board or by an Officer or committee of Officers pursuant to
Board delegation authorizing a series of Securities.
"Capital Stock" means any and all shares, interests,
participations or other equivalents (however designated) of
capital stock of any person and all warrants or options to
acquire such capital stock.
<PAGE>
"Common Stock" means the Common Stock, par value
$1.00 per share, of the Company or any security into which the
Common Stock may be converted.
"Company" means the party named as such above until a
successor replaces it and thereafter means the successor.
"Conversion Rate" means such number of shares or
amount of securities or other property for which $1,000 aggre-
gate principal amount of Securities of any series is convert-
ible, initially as stated in the Bond Resolution authorizing
the series and as adjusted pursuant to the terms of this Inden-
ture and the Bond Resolution.
"coupon" means an interest coupon for a Bearer
Security.
"Default" means any event which is, or after notice
or passage of time would be, an Event of Default.
"Discounted Security" means a Security where the
amount of principal due upon acceleration is less than the
stated principal amount.
"Holder" or "Securityholder" means the person in
whose name a Registered Security is registered and the bearer
of a Bearer Security or coupon.
"Indenture" means this Indenture and any Bond Resolu-
tion as amended from time to time.
"NASDAQ" means the National Association of Securities
Dealers Automated Quotation System.
"Officer" means the Chairman, any Vice-Chairman, the
President, any Executive Vice President, any Senior
Vice-President, any Vice-President, the Treasurer, the Secre-
tary, the Controller or any Assistant Treasurer of the Company.
"Officers' Certificate" means a certificate signed by
two Officers or by an Officer and an Assistant Secretary or
Assistant Treasurer of the Company.
"Opinion of Counsel" means a written opinion from
legal counsel who is acceptable to the Trustee. The counsel
may be an employee of or counsel to the Company or the Trustee.
"principal" of a debt security means the principal of
the security plus the premium, if and when applicable, on the
security.
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"Registered Security" means a Security registered as
to principal and interest by the Registrar.
"SEC" means the Securities and Exchange Commission.
"Securities" means the debt securities issued under
this Indenture.
"series" means a series of Securities or the Securi-
ties of the series.
"Stock Trading Day" means each day on which the secu-
rities exchange or quotation system which is used to determine
the Market Price is open for trading or quotation.
"TIA" means the Trust Indenture Act of 1939, as
amended (15 U.S. Code { 77aaa-77bbbb), and as in effect on the
date shown above.
"Trustee" means the party named as such above until a
successor replaces it and thereafter means the successor.
"Trust Officer" means the Chairman of the Board, the
President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate
trust matters.
"United States" means the United States of America,
its territories and possessions and other areas subject to its
jurisdiction.
"Yield to Maturity" means the yield to maturity on a
Security at the time of its issuance or at the most recent
determination of interest on the Security.
SECTION 1.02. Other Definitions.
Term Defined in Section
"Bankruptcy Law" 6.01
"Conversion Agent" 2.03
"Conversion Date" 9.02
"Conversion Notice" 9.02
"Conversion Right" 9.01
"Custodian" 6.01
"Event of Default" 6.01
"Legal Holiday" 12.06
"Market Price" 9.07
"Paying Agent" 2.03
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<PAGE>
"Registrar" 2.03
"Representative" 10.02
"Senior Indebtedness" 10.02
"Transfer Agent" 2.03
"Treasury Regulations" 2.04
"U.S. Government Obligations" 8.02
SECTION 1.03. Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the
meaning assigned to it in accordance with gener-
ally accepted accounting principles in the
United States;
(3) generally accepted accounting principles are
those applicable from time to time;
(4) all terms used in this Indenture that are
defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule under the
TIA have the meanings assigned to them by such
definitions;
(5) "or" is not exclusive; and
(6) words in the singular include the plural, and in
the plural include the singular.
ARTICLE 2 -- THE SECURITIES
SECTION 2.01. Issuable in Series.
The aggregate principal amount of Securities that may
be issued under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series. Each
series shall be created by a Bond Resolution or a supplemental
indenture that establishes the terms of the series, which may
include the following:
(1) the title of the series;
(2) the aggregate principal amount of the series;
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<PAGE>
(3) the interest rate, if any, or method of calcula-
ting the interest rate;
(4) the date from which interest will accrue;
(5) the record dates for interest payable on Regis-
tered Securities;
(6) the dates when principal and interest are
payable;
(7) the manner of paying principal and interest;
(8) the places where principal and interest are
payable;
(9) the Registrar, Transfer Agent and Paying Agent;
(10) the terms of any mandatory or optional redemp-
tion by the Company;
(11) the terms of any redemption at the option of
Holders;
(12) the denominations in which Securities are
issuable;
(13) whether Securities will be issuable as Regis-
tered Securities or Bearer Securities;
(14) whether and upon what terms Registered Securi-
ties and Bearer Securities may be exchanged;
(15) whether any Securities will be represented by a
Security in global form;
(16) the terms of any global Security;
(17) the terms of any tax indemnity;
(18) the currencies (including any composite cur-
rency) in which principal or interest may be
paid;
(19) if payments of principal or interest may be made
in a currency other than that in which Securi-
ties are denominated, the manner for determining
such payments;
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<PAGE>
(20) if amounts of principal or interest may be
determined by reference to an index, formula or
other method, the manner for determining such
amounts;
(21) provisions for electronic issuance of Securities
or for Securities in uncertificated form;
(22) the portion of principal payable upon accelera-
tion of a Discounted Security;
(23) any Events of Default or covenants in addition
to or in lieu of those set forth in this
Indenture;
(24) whether and upon what terms Securities may be
defeased;
(25) the forms of the Securities or any coupon, which
may be in the form of Exhibit A or B;
(26) any terms that may be required by or advisable
under U.S. or other applicable laws;
(27) the terms of the subordination of the Securities
of such series, if different from that provided
in Article 10;
(28) whether and upon what terms Securities will be
convertible into or exchangeable for other secu-
rities or property of the Company or another
person, which may include the terms provided in
Article 9; and
(29) any other terms not inconsistent with this
Indenture.
All Securities of one series need not be issued at
the same time and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.
The creation and issuance of a series and the authen-
tication and delivery thereof are not subject to any conditions
precedent.
SECTION 2.02. Execution and Authentication.
Two Officers shall sign the Securities by manual or
facsimile signature. The Company's seal may be reproduced on
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<PAGE>
the Securities. An Officer shall sign any coupons by facsimile
signature.
If an Officer whose signature is on a Security or its
coupons no longer holds that office at the time the Security is
authenticated or delivered, the Security and coupons shall
nevertheless be valid.
A Security and its coupons shall not be valid until
the Security is authenticated by the manual signature of the
Registrar. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.
Each Registered Security shall be dated the date of
its authentication. Each Bearer Security shall be dated the
date of its original issuance or as provided in the Bond
Resolution.
Securities may have notations, legends or endorse-
ments required by law, stock exchange rule, agreement or usage.
SECTION 2.03. Bond Agents.
The Company shall maintain an office or agency where
Securities may be authenticated ("Registrar"), where Securities
may be presented for registration of transfer or for exchange
("Transfer Agent"), where Securities may be presented for pay-
ment ("Paying Agent") and, if applicable to Securities of any
series, where Securities may be presented for conversion ("Con-
version Agent"). Whenever the Company must issue or deliver
Securities pursuant to this Indenture, the Registrar shall
authenticate the Securities at the Company's written order.
The Transfer Agent shall keep a register of the Securities and
of their transfer and exchange.
The Company may appoint more than one Registrar,
Transfer Agent, Paying Agent or Conversion Agent for a series.
The Company shall notify the Trustee of the name and address of
any Agent not a party to this Indenture. If the Company fails
to maintain a Registrar, Transfer Agent, Paying Agent or Con-
version Agent for a series, the Trustee shall act as such.
SECTION 2.04. Bearer Securities.
U.S. laws and Treasury Regulations restrict sales or
exchanges of and payments on Bearer Securities. Therefore,
except as provided below:
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<PAGE>
(1) Bearer Securities will be offered, sold and
delivered only outside the United States and
will be delivered only upon presentation of a
certificate in a form prescribed by the Company
to comply with U.S. laws and regulations.
(2) Bearer Securities will not be issued in exchange
for Registered Securities.
(3) All payments of principal and interest (includ-
ing original issue discount) on Bearer Securi-
ties will be made outside the United States by a
Paying Agent located outside the United States
unless the Company determines that:
(A) such payments may not be made by such Pay-
ing Agent because the payments are illegal
or prevented by exchange controls as
described in Treasury Regulation
{ 1.163-5(c)(2)(v); and
(B) making the payments in the United States
would not have an adverse tax effect on the
Company.
If there is a change in the relevant provisions of
U.S. laws or Treasury Regulations or the judicial or adminis-
trative interpretation thereof, a restriction set forth in
paragraph (1), (2) or (3) above will not apply to a series if
the Company determines that the relevant provisions no longer
apply to the series or that failure to comply with the relevant
provisions would not have an adverse tax effect on the Company
or on Securityholders or cause the series to be treated as
"registration-required" obligations under U.S. law.
The Company shall notify the Trustee of any determi-
nations by the Company under this Section.
"Treasury Regulations" means regulations of the U.S.
Treasury Department under the Internal Revenue Code of 1986, as
amended.
SECTION 2.05. Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent for a
series other than the Trustee to agree in writing that the Pay-
ing Agent will hold in trust for the benefit of the persons
entitled thereto all money held by the Paying Agent for the
payment of principal of or interest on the series, and will
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<PAGE>
notify the Trustee of any default by the Company in making any
such payment.
While any such default continues, the Trustee may
require a Paying Agent to pay all money so held by it to the
Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent shall have no further liability
for the money.
If the Company or an Affiliate acts as Paying Agent
for a series, it shall segregate and hold as a separate trust
fund all money held by it as Paying Agent for the series.
SECTION 2.06. Securityholder Lists.
The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of
the names and addresses of Securityholders. If the Trustee is
not the Transfer Agent, the Company shall furnish to the Trus-
tee semiannually and at such other times as the Trustee may
request a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders of
Registered Securities and Holders of Bearer Securities whose
names are on the list referred to below.
The Transfer Agent shall keep a list of the names and
addresses of Holders of Bearer Securities who file a request to
be included on such list. A request will remain in effect for
two years but successive requests may be made.
Whenever the Company or the Trustee is required to
mail a notice to all Holders of Registered Securities of a
series, it also shall mail the notice to Holders of Bearer
Securities of the series whose names are on the list.
Whenever the Company is required to publish a notice
to all Holders of Bearer Securities of a series, it also shall
mail the notice to such of them whose names are on the list.
SECTION 2.07. Transfer and Exchange.
Where Registered Securities of a series are presented
to the Transfer Agent with a request to register a transfer or
to exchange them for an equal principal amount of Registered
Securities of other denominations of the series, the Transfer
Agent shall register the transfer or make the exchange if its
requirements for such transactions are met.
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<PAGE>
The Transfer Agent may require a Holder to pay a sum
sufficient to cover any taxes imposed on a transfer or
exchange.
If a series provides for Registered and Bearer Secu-
rities and for their exchange, Bearer Securities may be
exchanged for Registered Securities and Registered Securities
may be exchanged for Bearer Securities as provided in the Secu-
rities or the Bond Resolution if the requirements of the Trans-
fer Agent for such transactions are met and if Section 2.04
permits the exchange.
SECTION 2.08. Replacement Securities.
If the Holder of a Security or coupon claims that it
has been lost, destroyed or wrongfully taken, then, in the
absence of notice to the Company or the Trustee that the Secu-
rity or coupon has been acquired by a bona fide purchaser, the
Company shall issue a replacement Security or coupon if the
Company and the Trustee receive:
(1) evidence satisfactory to them of the loss,
destruction or taking;
(2) an indemnity bond satisfactory to them; and
(3) payment of a sum sufficient to cover their
expenses and any taxes for replacing the Secu-
rity or coupon.
A replacement Security shall have coupons attached correspond-
ing to those, if any, on the replaced Security.
Every replacement Security or coupon is an additional
obligation of the Company.
SECTION 2.09. Outstanding Securities.
The Securities outstanding at any time are all the
Securities authenticated by the Registrar except for those can-
celled by it, those delivered to it for cancellation, and those
described in this Section as not outstanding.
If a Security is replaced pursuant to Section 2.08,
it ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to them that the replaced Security
is held by a bona fide purchaser.
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<PAGE>
If Securities are considered paid under Section 4.01,
they cease to be outstanding and interest on them ceases to
accrue.
A Security does not cease to be outstanding because
the Company or an Affiliate holds the Security.
SECTION 2.10. Discounted Securities.
In determining whether the Holders of the required
principal amount of Securities have concurred in any direction,
waiver or consent, the principal amount of a Discounted Secu-
rity shall be the amount of principal that would be due as of
the date of such determination if payment of the Security were
accelerated on that date.
SECTION 2.11. Treasury Securities.
In determining whether the Holders of the required
principal amount of Securities have concurred in any direction,
waiver or consent, Securities owned by the Company or an Affil-
iate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Securities which
the Trustee knows are so owned shall be so disregarded.
SECTION 2.12. Global Securities.
If the Bond Resolution so provides, the Company may
issue some or all of the Securities of a series in temporary or
permanent global form. A global Security may be in registered
form, in bearer form with or without coupons or in
uncertificated form. A global Security shall represent that
amount of Securities of a series as specified in the global
Security or as endorsed thereon from time to time. At the Com-
pany's request, the Registrar shall endorse a global Security
to reflect the amount of any increase or decrease in the Secu-
rities represented thereby.
The Company may issue a global Security only to a
depository designated by the Company. A depository may trans-
fer a global Security only as a whole to its nominee or to a
successor depository.
The Bond Resolution may establish, among other
things, the manner of paying principal and interest on a global
Security and whether and upon what terms a beneficial owner of
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<PAGE>
an interest in a global Security may exchange such interest for
definitive Securities.
The Company, an Affiliate, the Trustee and any Agent
shall not be responsible for any acts or omissions of a deposi-
tory, for any depository records of beneficial ownership inter-
ests or for any transactions between the depository and benefi-
cial owners.
SECTION 2.13. Temporary Securities.
Until definitive Securities of a series are ready for
delivery, the Company may use temporary Securities. Temporary
Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers
appropriate for temporary Securities. Temporary Securities may
be in global form. Temporary Bearer Securities may have one or
more coupons or no coupons. Without unreasonable delay, the
Company shall deliver definitive Securities in exchange for
temporary Securities.
SECTION 2.14. Cancellation.
The Company at any time may deliver Securities to the
Registrar for cancellation. The Transfer Agent and the Paying
Agent shall forward to the Registrar any Securities and coupons
surrendered to them for payment, exchange or registration of
transfer. The Registrar shall cancel all Securities or coupons
surrendered for payment, registration of transfer, exchange or
cancellation as follows: the Registrar will cancel all Regis-
tered Securities and matured coupons. The Registrar also will
cancel all Bearer Securities and unmatured coupons unless the
Company requests the Registrar to hold the same for redelivery.
Any Bearer Securities so held shall be considered delivered for
cancellation under Section 2.09. The Registrar shall destroy
cancelled Securities and coupons unless the Company otherwise
directs.
Unless the Bond Resolution otherwise provides, the
Company may not issue new Securities to replace Securities that
the Company has paid or that the Company has delivered to the
Registrar for cancellation.
SECTION 2.15. Defaulted Interest
If the Company defaults in a payment of interest on
Registered Securities, it need not pay the defaulted interest
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<PAGE>
to Holders on the regular record date. The Company may fix a
special record date for determining Holders entitled to receive
defaulted interest or the Company may pay defaulted interest in
any other lawful manner.
ARTICLE 3 -- REDEMPTION
SECTION 3.01. Notices to Trustee.
Securities of a series that are redeemable before
maturity shall be redeemable in accordance with their terms
and, unless the Bond Resolution otherwise provides, in accor-
dance with this Article.
In the case of a redemption by the Company, the Com-
pany shall notify the Trustee of the redemption date and the
principal amount of Securities to be redeemed. The Company
shall notify the Trustee at least 50 days before the redemption
date unless a shorter notice is satisfactory to the Trustee.
If the Company is required to redeem Securities, it
may reduce the principal amount of Securities required to be
redeemed to the extent it is permitted a credit by the terms of
the Securities and it notifies the Trustee of the amount of the
credit and the basis for it. If the reduction is based on a
credit for acquired or redeemed Securities that the Company has
not previously delivered to the Registrar for cancellation, the
Company shall deliver the Securities at the same time as the
notice.
SECTION 3.02. Selection of Securities to Be Redeemed.
If less than all the Securities of a series are to be
redeemed, the Trustee shall select the Securities to be
redeemed by a method the Trustee considers fair and appropri-
ate. The Trustee shall make the selection from Securities of
the series outstanding and not previously called for redemp-
tion. The Trustee may select for redemption portions of the
principal of Securities having denominations larger than the
minimum denomination for the series. Securities and portions
thereof selected for redemption shall be in amounts equal to
the minimum denomination for the series or an integral multiple
thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities
called for redemption.
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<PAGE>
SECTION 3.03. Notice of Redemption.
At least 30 days but not more than 60 days before a
redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder of Registered Securities
whose Securities are to be redeemed.
If Bearer Securities are to be redeemed, the Company
shall publish a notice of redemption in an Authorized Newspaper
as provided in the Securities.
A notice shall identify the Securities of the series
to be redeemed and shall state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption, together
with all coupons, if any, maturing after the
redemption date, must be surrendered to the Pay-
ing Agent to collect the redemption price;
(5) that interest on Securities called for redemp-
tion ceases to accrue on and after the redemp-
tion date; and
(6) whether the redemption by the Company is manda-
tory or optional.
A redemption notice given by publication need not
identify Registered Securities to be redeemed.
At the Company's request, the Trustee shall give the
notice of redemption in the Company's name and at its expense.
SECTION 3.04. Effect of Notice of Redemption.
Once notice of redemption is given, Securities called
for redemption become due and payable on the redemption date at
the redemption price stated in the notice.
SECTION 3.05. Payment of Redemption Price.
On or before the redemption date, the Company shall
deposit with the Paying Agent money sufficient to pay the
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redemption price of and accrued interest on all Securities to
be redeemed on that date.
When the Holder of a Security surrenders it for
redemption in accordance with the redemption notice, the Com-
pany shall pay to the Holder on the redemption date the redemp-
tion price and accrued interest to such date, except that:
(1) the Company will pay any such interest (except
defaulted interest) to Holders on the record
date of Registered Securities if the redemption
date occurs on an interest payment date; and
(2) the Company will pay any such interest to Hold-
ers of coupons that mature on or before the
redemption date upon surrender of such coupons
to the Paying Agent.
Coupons maturing after the redemption date on a
called Security are void absent a payment default on that date.
Nevertheless, if a Holder surrenders for redemption a Bearer
Security missing any such coupons, the Company may deduct the
face amount of such coupons from the redemption price. If
thereafter the Holder surrenders to the Paying Agent the miss-
ing coupons, the Company will return the amount so deducted.
The Company also may waive surrender of the missing coupons if
it receives an indemnity bond satisfactory to the Company.
SECTION 3.06. Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in
part, the Company shall deliver to the Holder a new Security of
the same series equal in principal amount to the unredeemed
portion of the Security surrendered.
ARTICLE 4 -- COVENANTS
SECTION 4.01. Payment of Securities.
The Company shall pay the principal of and interest
on a series in accordance with the terms of the Securities for
the series, any related coupons, and this Indenture. Principal
and interest on a series shall be considered paid on the date
due if the Paying Agent for the series holds on that date money
sufficient to pay all principal and interest then due on the
series.
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SECTION 4.02. Overdue Interest.
Unless the Bond Resolution otherwise provides, the
Company shall pay interest on overdue principal of a Security
of a series at the rate (or Yield to Maturity in the case of a
Discounted Security) borne by the series; it shall pay interest
on overdue installments of interest at the same rate or Yield
to Maturity to the extent lawful.
SECTION 4.03. Compliance Certificate.
The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company, a brief
certificate signed by the principal executive officer, princi-
pal financial officer or principal accounting officer of the
Company, as to the signer's knowledge of the Company's compli-
ance with all conditions and covenants under this Indenture
(determined without regard to any period of grace or require-
ment of notice provided herein) and if there has been a default
in the fulfillment of any such obligation specifying each such
default known to him and the nature and status thereof.
Any other obligor on the Securities also shall
deliver to the Trustee such a certificate similarly signed as
to its compliance with this Indenture within 120 days after the
end of each of its fiscal years.
The certificates need not comply with Section 12.04.
SECTION 4.04. SEC Reports.
The Company shall file with the Trustee, within 15
days after the Company is required to file the same with the
SEC, copies of the annual reports and of the information, docu-
ments, and other reports (or such portions of the foregoing as
the SEC may prescribe) which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Any other obligor on the Securities shall do likewise
as to the above items which it is required to file with the SEC
pursuant to those Sections.
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ARTICLE 5 -- SUCCESSORS
SECTION 5.01. When Company May Merge, etc.
The Company shall not consolidate with or merge into,
or transfer all or substantially all of its assets to, any per-
son unless:
(1) the person is organized under the laws of the
United States or a State thereof;
(2) the person assumes by supplemental indenture all
the obligations of the Company under this Inden-
ture, the Securities and any coupons; and
(3) immediately after the transaction no Default
exists.
The successor shall be substituted for the Company,
and thereafter all obligations of the Company under this Inden-
ture, the Securities and any coupons shall terminate.
ARTICLE 6 -- DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default.
An "Event of Default" on a series occurs if:
(1) the Company defaults in any payment of interest
on any Securities of the series when the same
becomes due and payable and the Default contin-
ues for a period of 30 days;
(2) the Company defaults in the payment of the prin-
cipal of any Securities of the series when the
same becomes due and payable at maturity or upon
redemption, acceleration or otherwise and the
default continues for a period of five days;
(3) the Company defaults in the performance of any
of its other agreements applicable to the series
and the Default continues for 90 days after the
notice specified below;
(4) the Company pursuant to or within the meaning of
any Bankruptcy Law:
(A) commences a voluntary case,
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(B) consents to the entry of an order for
relief against it in an involuntary case,
(C) consents to the appointment of a Custodian
for it or for all or substantially all of
its property, or
(D) makes a general assignment for the benefit
of its creditors;
(5) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:
(A) is for relief against the Company in an
involuntary case,
(B) appoints a Custodian for the Company or for
all or substantially all of its property,
or
(C) orders the liquidation of the Company;
and the order or decree remains unstayed and in
effect for 60 days; or
(6) any other Event of Default provided for in the
series.
The term "Bankruptcy Law" means Title 11, U.S. Code
or any similar Federal or State law for the relief of debtors.
The term "Custodian" means any receiver, trustee, assignee,
liquidator or a similar official under any Bankruptcy Law.
A Default under clause (3) is not an Event of Default
until the Trustee or the Holders of at least 25% in principal
amount of the series notify the Company of the Default and the
Company does not cure the Default within the time specified
after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice
is a "Notice of Default." If Holders notify the Company of a
Default, they shall notify the Trustee at the same time.
SECTION 6.02. Acceleration.
If an Event of Default occurs and is continuing on a
series, the Trustee by notice to the Company, or the Holders of
at least 25% in principal amount of the series by notice to the
Company and the Trustee, may declare the principal of and
accrued interest on all the Securities of the series to be due
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and payable immediately. Discounted Securities may provide
that the amount of principal due upon acceleration is less than
the stated principal amount.
The Holders of a majority in principal amount of the
series by notice to the Trustee may rescind an acceleration and
its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default on the
series have been cured or waived except nonpayment of principal
or interest that has become due solely because of the
acceleration.
SECTION 6.03. Other Remedies.
If an Event of Default occurs and is continuing on a
series, the Trustee may pursue any available remedy to collect
principal or interest then due on the series, to enforce the
performance of any provision applicable to the series, or
otherwise to protect the rights of the Trustee and Holders of
the series.
The Trustee may maintain a proceeding even if it does
not possess any of the Securities or coupons or does not pro-
duce any of them in the proceeding. A delay or omission by the
Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event
of Default. All remedies are cumulative to the extent permit-
ted by law.
SECTION 6.04. Waiver of Past Defaults.
Unless the Bond Resolution otherwise provides, the
Holders of a majority in principal amount of a series by notice
to the Trustee may waive an existing Default on the series and
its consequences except:
(1) a Default in the payment of the principal of or
interest on the series, or
(2) a Default in respect of a provision that under
Section 9.02 cannot be amended without the con-
sent of each Securityholder affected.
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SECTION 6.05. Control by Majority.
The Holders of a majority in principal amount of a
series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or of exer-
cising any trust or power conferred on the Trustee, with
respect to the series. However, the Trustee may refuse to fol-
low any direction that conflicts with law or this Indenture.
SECTION 6.06. Limitation on Suits.
A Securityholder of a series may pursue a remedy with
respect to the series only if:
(1) the Holder gives to the Trustee notice of a con-
tinuing Event of Default on the series;
(2) the Holders of at least 25% in principal amount
of the series make a request to the Trustee to
pursue remedies in respect of such Event of
Default;
(3) such Holder or Holders offer to the Trustee
indemnity satisfactory to the Trustee against
any loss, liability or expense;
(4) the Trustee does not comply with the request
within 60 days after receipt of the request and
the offer of indemnity; and
(5) during such 60-day period the Holders of a
majority in principal amount of the series do
not give the Trustee a direction inconsistent
with such request.
A Securityholder may not use this Indenture to preju-
dice the rights of another Securityholder or to obtain a pref-
erence or priority over another Securityholder.
SECTION 6.07. Collection Suit by Trustee.
If an Event of Default in payment of interest or
principal specified in Section 6.01(1) or (2) occurs and is
continuing on a series, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company
for the whole amount of principal and interest remaining unpaid
on the series.
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SECTION 6.08. Priorities.
If the Trustee collects any money for a series pursu-
ant to this Article, it shall pay out the money in the follow-
ing order:
First: to the Trustee for amounts due under
Section 7.06;
Second: to Securityholders of the series for
amounts due and unpaid for principal and interest,
ratably, without preference or priority of any kind,
according to the amounts due and payable for princi-
pal and interest, respectively; and
Third: to the Company.
The Trustee may fix a payment date for any payment to
Securityholders.
ARTICLE 7 -- TRUSTEE
SECTION 7.01. Rights of Trustee.
(1) Except during the continuance of an Event of
Default, the Trustee undertakes to perform only
such duties as are specifically set forth in
this Indenture.
(2) The Trustee may rely on and shall be protected
in acting or refraining from acting in reliance
on any document believed by it to be genuine and
to have been signed or presented by the proper
person. The Trustee need not investigate any
fact or matter stated in the document.
(3) Before the Trustee acts or refrains from acting,
it may require an Officers' Certificate or an
Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take
in good faith in reliance on the Certificate or
Opinion of Counsel.
(4) The Trustee may act through agents and shall not
be responsible for the misconduct or negligence
of any agent appointed with due care.
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(5) The Trustee shall not be liable for any action
it takes or omits to take in good faith in
accordance with a direction received by it pur-
suant to Section 6.05.
(6) The Trustee may refuse to perform any duty or
exercise any right or power which it reasonably
believes may expose it to any loss, liability or
expense unless it receives indemnity satisfac-
tory to it against such loss, liability or
expense.
(7) The Trustee shall not be liable for interest on
any money received by it except as the Trustee
may agree with the Company. Money held in trust
by the Trustee need not be segregated from other
funds except to the extent required by law.
(8) The Trustee shall have no duty with respect to a
Default unless a Trust Officer has actual knowl-
edge of the Default.
(9) The Trustee shall not be liable for any action
it takes or omits to take in good faith which it
believes to be authorized and within its powers.
(10) Any Agent shall have the same rights and be pro-
tected to the same extent as if it were Trustee.
SECTION 7.02. Individual Rights of Trustee.
The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities or coupons and
may otherwise deal with the Company or an Affiliate with the
same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.
SECTION 7.03. Trustee's Disclaimer.
The Trustee makes no representation as to the valid-
ity or adequacy of this Indenture or the Securities or any cou-
pons; it shall not be accountable for the Company's use of the
proceeds from the Securities; it shall not be responsible for
any statement in the Securities or any coupons; it shall not be
responsible for any overissue; it shall not be responsible for
determining whether the form and terms of any Securities or
coupons were established in conformity with this Indenture; and
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it shall not be responsible for determining whether any Securi-
ties were issued in accordance with this Indenture.
SECTION 7.04. Notice of Defaults.
If a Default occurs and is continuing on a series and
if it is known to the Trustee, the Trustee shall mail a notice
of the Default within 90 days after it occurs to Holders of
Registered Securities of the series. Except in the case of a
Default in payment on a series, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the
interest of Holders of the series. The Trustee shall withhold
notice of a Default described in Section 6.01(3) until at least
90 days after it occurs.
SECTION 7.05. Reports by Trustee to Holders.
Any report required by TIA { 313(a) to be mailed to
Securityholders shall be mailed by the Trustee on or before
June 30 of each year.
A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock
exchange on which any Securities are listed. The Company shall
notify the Trustee when any Securities are listed on a stock
exchange.
SECTION 7.06. Compensation and Indemnity.
The Company shall pay to the Trustee from time to
time reasonable compensation for its services. The Trustee's
compensation shall not be limited by any law on compensation of
a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.
The Company shall indemnify the Trustee against any
loss or liability incurred by it. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall coop-
erate in the defense. The Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of
such counsel. No settlement on behalf of the Company may be
made by the Trustee without the Company's prior consent. In
the event the Trustee shall enter into a settlement on the
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Company's behalf without its prior consent the Company need not
pay for any such settlement.
The Company need not reimburse any expense or indem-
nify against any loss or liability incurred by the Trustee
through negligence or bad faith.
To secure the Company's payment obligations in this
Section, the Trustee shall have a lien prior to the Securities
and any coupons on all money or property held or collected by
the Trustee, except that held in trust to pay principal or
interest on particular securities.
SECTION 7.07. Replacement of Trustee.
A resignation or removal of the Trustee and appoint-
ment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided
in this Section.
The Trustee may resign by so notifying the Company.
The Company may remove the Trustee if:
(1) the Trustee fails to comply with TIA { 310(a) or
{ 310(b) or with Section 7.09;
(2) the Trustee is adjudged a bankrupt or an
insolvent;
(3) a Custodian or other public officer takes charge
of the Trustee or its property;
(4) the Trustee becomes incapable of acting; or
(5) an event of the kind described in Section
6.01(4) or (5) occurs with respect to the
Trustee.
The Company also may remove the Trustee with or with-
out cause if the Company so notifies the Trustee six months in
advance and if no Default occurs during the six-month period.
If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company
shall promptly appoint a successor Trustee.
If a successor Trustee does not take office within 30
days after the retiring Trustee resigns or is removed, the
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retiring Trustee, the Company or the Holders of a majority in
principal amount of the Securities may petition any court of
competent jurisdiction for the appointment of a successor
Trustee.
If the Trustee fails to comply with TIA { 310(a) or
{ 310(b) or with Section 7.09, any Securityholder may petition
any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.
A successor Trustee shall deliver a written accep-
tance of its appointment to the retiring Trustee and to the
Company. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under
this Indenture. The successor Trustee shall mail a notice of
its succession to Holders of Registered Securities. The retir-
ing Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided
for in Section 7.06.
SECTION 7.08. Successor Trustee by Merger, etc.
If the Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.
SECTION 7.09. Trustee's Capital and Surplus.
The Trustee at all times shall have a combined capi-
tal and surplus of at least $50,000,000 as set forth in its
most recent published report of condition.
SECTION 7.10. No Conflicting Interest.
In determining whether the Trustee has a conflicting
interest under TIA { 310(b)(1) the following is excluded:
Indenture, dated as of June 1, 1992 between the Company and the
Trustee relating to the Company's 5-3/4% Convertible Subordi-
nated Notes due June 1, 2002.
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ARTICLE 8 -- DISCHARGE OF INDENTURE
SECTION 8.01. Defeasance.
Securities of a series may be defeased in accordance
with their terms and, unless the Bond Resolution otherwise pro-
vides, in accordance with this Article.
The Company at any time may terminate as to a series
all of its obligations under this Indenture, the Securities of
the series and any related coupons ("legal defeasance option").
The Company at any time may terminate as to a series certain of
its obligations; provided that none of its obligations in the
Sections set forth in the immediately succeeding sentence may
be terminated ("covenant defeasance option"). In the case of
the legal defeasance option, the Company's obligations in Sec-
tions 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.06 and 7.07 shall
survive until the Securities of the series are no longer out-
standing; thereafter the Company's obligations in Section 7.06
shall survive.
The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option. If the Company exercises its legal defeasance option,
a series may not be accelerated because of an Event of Default.
The Trustee upon request shall acknowledge in writing
the discharge of those obligations that the Company terminates.
SECTION 8.02. Conditions to Defeasance.
The Company may exercise as to a series its legal
defeasance option or its covenant defeasance option if:
(1) the Company irrevocably deposits in trust with
the Trustee or another trustee money or U.S.
Government Obligations;
(2) the Company delivers to the Trustee a certifi-
cate from a nationally recognized firm of inde-
pendent accountants expressing their opinion
that the payments of principal and interest when
due on the deposited U.S. Government Obligations
without reinvestment plus any deposited money
without investment will provide cash at such
times and in such amounts as will be sufficient
to pay principal and interest when due on all
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the Securities of the series to maturity or
redemption, as the case may be;
(3) immediately after the deposit no Default exists;
(4) the deposit does not constitute a default under
any other agreement binding on the Company;
(5) the deposit does not cause the Trustee to have a
conflicting interest under TIA { 310(a) or
{ 310(b) as to another series;
(6) the Company delivers to the Trustee an Opinion
of Counsel to the effect that Holders of the
series will not recognize income, gain or loss
for Federal income tax purposes as a result of
the defeasance;
(7) the Company delivers to the Trustee an Opinion
of Counsel to the effect that the trust result-
ing from the deposit does not constitute, or is
qualified as, a regulated investment company
under the Investment Company Act of 1940; and
(8) 91 days pass after the deposit is made and dur-
ing the 91-day period no Default specified in
Section 6.01(4) or (5) occurs that is continuing
at the end of the period.
Before or after a deposit the Company may make
arrangements satisfactory to the Trustee for the redemption of
Securities at a future date in accordance with Article 3.
"U.S. Government Obligations" means direct obliga-
tions of the United States which have the full faith and credit
of the United States pledged for payment and which are not
callable at the issuer's option, or certificates representing
an ownership interest in such obligations.
SECTION 8.03. Application of Trust Money.
The Trustee shall hold in trust money or U.S. Govern-
ment Obligations deposited with it pursuant to Section 8.02.
It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accor-
dance with this Indenture to the payment of principal and
interest on Securities of the defeased series.
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SECTION 8.04. Repayment to Company.
The Trustee and the Paying Agent shall promptly turn
over to the Company upon request any excess money or securities
held by them at any time.
The Trustee and the Paying Agent shall pay to the
Company upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years.
After payment to the Company, Securityholders entitled to the
money must look to the Company for payment as unsecured general
creditors unless an abandoned property law designates another
person.
ARTICLE 9 -- CONVERSION
SECTION 9.01. Conversion Privilege.
If the Bond Resolution establishing the terms of a
series of securities so provides Securities of any series may
be convertible into Common Stock or other securities (a "Con-
version Right"). The Bond Resolution may establish, among
other things, the terms of securities of the Company into which
Securities of any series are convertible, the Conversion Rate,
provisions for adjustments to the Conversion Rate and limita-
tions upon exercise of the Conversion Right. Unless the Bond
Resolution otherwise provides: (i) the provisions of
Sections 9.02 through 9.08 shall apply to Securities of any
series having a Conversion Right and (ii) the provisions of
Sections 9.09 through 9.16 shall apply to any Securities of any
series having a Conversion Right for Common Stock.
A Holder may convert a portion of a Security if the
portion is $1,000 or integral multiples thereof. Provisions of
this Indenture that apply to the conversion of the aggregate
principal amount of a Security also apply to conversion of a
portion of it.
SECTION 9.02. Conversion Procedure.
To convert a Security a Holder must satisfy all
requirements in the Securities or the Bond Resolution and
(i) complete and manually sign the conversion notice (the "Con-
version Notice") provided for in the Bond Resolution or the
Security (or complete and manually sign a facsimile thereof)
and deliver such notice to the Conversion Agent or any other
office or agency maintained for such purpose, (ii) surrender
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the Security to the Conversion Agent or at such other office or
agency by physical delivery, (iii) if required, furnish appro-
priate endorsements and transfer documents, and (iv) if
required, pay all transfer or similar taxes. The date on
which such notice shall have been received by and the Security
shall have been so surrendered to the Conversion Agent is the
"Conversion Date." Such conversion notice shall be irrevocable
and may not be withdrawn by a Holder for any reason.
The Company will complete settlement of any conver-
sion of Securities not later than the fifth business day fol-
lowing the Conversion Date in respect of the cash portion
elected to be delivered in lieu of shares and not later than
the seventh business day following the Conversion Date in
respect of the portion to be settled in Common Stock or other
securities.
If a Registered Security is converted between the
record date for the payment of interest and the next succeeding
interest payment date, such Security must be accompanied by
funds equal to the interest payable on such succeeding interest
payment date on the principal amount so converted (unless such
Security shall have been called for redemption during such
period, in which case no such payment shall be required). A
Registered Security converted on an interest payment date need
not be accompanied by any payment, and the interest on the
principal amount of the Security being converted will be paid
on such interest payment date to the Holder of such Security on
the immediately preceding record date. A Bearer Security pre-
sented for conversion must be accompanied by all unmatured cou-
pons. Subject to the aforesaid right of the Holder to receive
interest, no payment or adjustment will be made on conversion
for interest accrued on the converted Security or for interest,
dividends or other distributions payable on any security issued
on conversion.
If a Holder converts more than one Security at the
same time, the number of full shares or other securities issu-
able or cash payable upon the conversion shall be based on the
total principal amount of the Securities converted.
Upon surrender of a Security that is converted in
part the Company shall execute and the Registrar shall authen-
ticate for the Holder a new Security equal in principal amount
to the unconverted portion of the Security surrendered; except
that if a Global Security is so surrendered the Registrar shall
authenticate and deliver to the Depositary a new Global Secu-
rity in a denomination equal to and in exchange for the
unconverted portion of the principal of the Global Security so
surrendered.
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If the last day on which a Security may be converted
is a Legal Holiday in a place where a Conversion Agent is
located, the Security may be surrendered to that Conversion
Agent on the next succeeding day that is not a Legal Holiday.
SECTION 9.03. Taxes on Conversion.
If a Holder of a Security exercises a Conversion
Right, the Company shall pay any documentary, stamp or similar
issue or transfer tax due on the issue of shares of Common
Stock upon the conversion. However, the Holder shall pay any
such tax which is due because securities or other property are
issued in a name other than the Holder's name. Nothing herein
shall preclude any income tax or other withholding required by
law or regulations.
SECTION 9.04. Company Determination Final.
Any determination that the Board of Directors makes
pursuant to this Article 9 is conclusive, absent manifest
error.
SECTION 9.05. Trustee's and Conversion Agent's Disclaimer.
The Trustee (and each Conversion Agent other than the
Company) has no duty to determine when or if an adjustment
under this Article 9 or any Bond Resolution should be made, how
it should be made or calculated or what it should be. The
Trustee (and each Conversion Agent other than the Company)
makes no representation as to the validity or value of any
securities or assets issued upon conversion of Securities. The
Trustee (and each Conversion Agent other than the Company)
shall not be responsible for the Company's failure to comply
with this Article 9 or any provision of a Bond Resolution
relating to a Conversion Right.
SECTION 9.06. Company to Provide Conversion Securities.
The Company shall reserve out of its authorized but
unissued capital stock or its capital stock held in treasury
sufficient shares to permit the conversion of all of the Secu-
rities convertible into any capital stock of the Company.
All shares of capital stock of any person which may
be issued upon conversion of the Securities shall be validly
issued, fully paid and non-assessable. All debt securities or
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other instruments of any person which may be issued upon con-
version of securities shall be duly authorized and legal, valid
and binding obligations of such person.
The Company will comply with all securities laws reg-
ulating the offer and delivery of securities upon conversion of
Securities.
SECTION 9.07. Cash Settlement Option.
If the Bond Resolution so provides, the Company may
elect to satisfy, in whole or in part, a Conversion Right of
Securities convertible into Capital Stock of any person by the
delivery of cash. The amount of cash to be delivered shall be
equal to the Market Price (as defined below) on the last Stock
Trading Day preceding the applicable Conversion Date of a share
of such Capital Stock multiplied by the number of shares of
such Capital Stock in respect of which the Company elects to
deliver cash. If the Company elects to satisfy, in whole or in
part, a Conversion Right by the delivery of shares of such Cap-
ital Stock, no fractional shares will be delivered. Instead,
the Company will pay cash based on the Market Price for such
fractional share of such Capital Stock.
The "Market Price" of the Common Stock or any other
Capital Stock into which Securities may be converted pursuant
to a Bond Resolution or this Article 9 on any Stock Trading Day
means the weighted average per share sale price for all sales
of the Common Stock or such other Capital Stock on such Stock
Trading Day (or, if the information necessary to calculate such
weighted average per share sale price is not reported, the
average of the high and low sale prices, or if no sales are
reported, the average of the bid and ask prices or, if more
than one in either case, the average of the average bid and
average ask prices), as reported in the composite transactions
for the New York Stock Exchange, or if the Common Stock or such
other Capital Stock is not listed or admitted to trading on
such exchange, as reported in the composite transactions for
the principal national or regional United States securities
exchange on which the Common Stock or such other Capital Stock
is listed or admitted to trading or, if the Common Stock or
such other Capital Stock is not listed or admitted to trading
on a United States national or regional securities exchange, as
reported by NASDAQ or by the National Quotation Bureau Incorpo-
rated. In the absence of such quotations, the Company shall be
entitled to determine the Market Price on the basis of such
quotations as it considers appropriate.
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SECTION 9.08. Adjustment in Conversion Rate
for Change in Capital Stock.
If the Company:
(1) pays a dividend or makes a distribution on its
Common Stock in shares of its Common Stock;
(2) subdivides its outstanding shares of Common
Stock into a greater number of shares;
(3) combines its outstanding shares of Common Stock
into a smaller number of shares;
(4) pays a dividend or makes a distribution on its
Common Stock in shares of its Capital Stock other than
Common Stock; or
(5) issues by reclassification of its Common Stock
any shares of its capital stock,
then the conversion privilege and the Conversion Rate in effect
immediately prior to such action shall be adjusted so that the
Holder of a Security thereafter converted may receive the num-
ber of shares of Capital Stock of the Company (or, at the Com-
pany's option, an equivalent amount in cash) which he would
have owned immediately following such action if he had con-
verted the Security immediately prior to such action.
The adjustment shall become effective immediately
after the record date in the case of a dividend or distribution
and immediately after the effective date in the case of a sub-
division, combination or reclassification.
If after an adjustment a Holder of a Security may,
upon conversion, receive shares of two or more classes of Capi-
tal Stock of the Company, the Board of Directors of the Company
shall determine the allocation of the adjusted Conversion Rate
between or among the classes of Capital Stock. After such
allocation, the conversion privilege and the Conversion Rate of
each class of Capital Stock shall thereafter be subject to
adjustment on terms comparable to those applicable to Common
Stock in this Article.
SECTION 9.09. Adjustment in Conversion Rate for
Common Stock Issued Below Market Price.
If the Company issues to all holders of Common Stock
rights, options or warrants to subscribe for or purchase shares
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of Common Stock, or any securities convertible into or
exchangeable for shares of Common Stock, or rights, options or
warrants to subscribe for or purchase such convertible or
exchangeable securities (excluding shares of Common Stock,
rights, options, warrants therefor or convertible or exchange-
able securities or rights, options, or warrants therefor issued
in transactions described in Section 10.05) at a Price Per
Share (as defined and determined according to the formula given
below) lower than the current Market Price on the date of such
issuance, the Conversion Rate shall be adjusted in accordance
with the following formula:
AC = CC x O + N
-----------
O + (N x R)
-------
M
where:
AC = the adjusted Conversion Rate.
CC = the then current Conversion Rate.
O = the number of shares outstanding immediately prior to such
issuance.
N = the "Number of Shares," which (i) in the case of rights,
options or warrants to subscribe for or purchase shares of
Common Stock or of securities convertible into or
exchangeable for shares of Common Stock, is the maximum
number of shares of Common Stock initially issuable upon
exercise, conversion or exchange thereof; and (ii) in the
case of rights, options or warrants to subscribe for or
purchase convertible or exchangeable securities, is the
maximum number of shares of Common Stock initially issu-
able upon the conversion or exchange of the convertible or
exchangeable securities issuable upon the exercise of such
rights, options or warrants.
R = the proceeds received or receivable by the Company, which
(i) in the case of rights, options or warrants to sub-
scribe for or purchase shares of Common Stock or of secu-
rities convertible into or exchangeable for shares of Com-
mon Stock, is the total amount per share received or
receivable by the Company in consideration for the sale
and issuance of such rights, options, warrants or convert-
ible or exchangeable securities, plus the minimum aggre-
gate amount of additional consideration, other than the
convertible or exchangeable securities, payable to the
Company upon exercise, conversion or exchange thereof; and
(ii) in the case of rights, options or warrants to
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subscribe for or purchase convertible or exchangeable
securities, is the total amount per share received or
receivable by the Company in consideration for the sale
and issuance of such rights, options or warrants, plus the
minimum aggregate consideration payable to the Company
upon the exercise thereof, plus the minimum aggregate
amount of additional consideration, other than the con-
vertible or exchangeable securities, payable upon the con-
version or exchange of the convertible or exchangeable
securities; provided, that in each case the proceeds
received or receivable by the Company shall be deemed to
be the amount of gross cash proceeds without deducting
therefrom any compensation paid or discount allowed in the
sale, underwriting or purchase thereof by underwriters or
dealers or others performing similar services or any
expenses incurred in connection therewith.
M = the current Market Price per share of Common Stock on the
date of issue of the rights, options or warrants to sub-
scribe for or purchase shares of Common Stock or the secu-
rities convertible into or exchangeable for shares of Com-
mon Stock or the rights, options or warrants to subscribe
for or purchase convertible or exchangeable securities.
"Price Per Share" shall be defined and determined accord-
ing to the following formula:
P = R
---
N
where:
P = Price Per Share
and R and N have the meanings assigned above.
If the Company shall issue rights, options, warrants
or convertible or exchangeable securities for a consideration
consisting, in whole or in part, of property other than cash
the amount of such consideration shall be determined in good
faith by the Board of Directors whose determination shall be
conclusive and evidenced by a resolution of the Board of Direc-
tors filed with the Trustee.
The adjustment shall be made successively whenever
any such additional rights, options, warrants or convertible or
exchangeable securities are issued, and shall become effective
immediately after the date of issue of such shares, rights,
options, warrants or convertible or exchangeable securities.
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To the extent that such rights, options or warrants
expire unexercised or to the extent any convertible or
exchangeable securities are redeemed by the Company or other-
wise cease to be convertible or exchangeable into shares of
Common Stock, the Conversion Rate shall be readjusted to the
Conversion Rate which would then be in effect had the adjust-
ment made upon the date of issuance of such rights, options,
warrants or convertible or exchangeable securities been made
upon the basis of the issuance of rights, options or warrants
to subscribe for or purchase only the number of shares of Com-
mon Stock as to which such rights, options or warrants were
actually exercised and the number of shares of Common Stock
that were actually issued upon the conversion or exchange of
the convertible or exchangeable securities.
SECTION 9.10. Adjustment for Other Distributions.
If the Company distributes to all holders of its Com-
mon Stock any of its assets or debt securities or any rights or
warrants to purchase assets or debt securities of the Company,
the Conversion Rate shall be adjusted in accordance with the
following formula:
AC = CC x (O x M)
-------------
(O x M) - F
where:
AC = the adjusted Conversion Rate.
CC = the then current Conversion Rate.
O = the number of shares of Common Stock outstanding on the
record date mentioned below.
M = the current Market Price per share of Common Stock on the
record date mentioned below.
F = the fair market value on the record date of the assets,
securities, rights or warrants distributed. The Board of
Directors of the Company shall determine the fair market
value.
The adjustment shall become effective immediately
after the record date for the determination of stockholders
entitled to receive the distribution.
This Section does not apply to cash dividends or dis-
tributions or to reclassifications or distributions referred to
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in Section 9.08. Also, this Section does not apply to shares
issued below Market Price referred to in Section 9.09.
SECTION 9.11. Voluntary Adjustment.
The Company at any time may increase the Conversion
Rate, temporarily or otherwise, by any amount but in no event
shall such Conversion Rate result in the issuance of Common
Stock at a price less than the par value of the Common Stock at
the time such increase is made.
SECTION 9.12. When Adjustment May Be Deferred.
No adjustment in the Conversion Rate need be made
unless the adjustment would require a change of at least 1% in
the Conversion Rate. Any adjustments that are not made due to
the immediately preceding sentence shall be carried forward and
taken into account in any subsequent adjustment; provided, that
any adjustment carried forward shall be deferred not in excess
of three years, whereupon any adjustment to the Conversion Rate
will be effected.
All calculations under this Article 9 shall be made
to the nearest cent or to the nearest 1/100th of a share, as
the case may be.
SECTION 9.13. When No Adjustment Required.
Except as set forth in Section 9.09, no adjustment in
the Conversion Rate shall be made because the Company issues,
in exchange for cash, property or services, shares of Common
Stock, or any securities convertible into shares of Common
Stock, or securities carrying the right to purchase shares of
Common Stock or such convertible securities.
No adjustment in the Conversion Rate need be made for
rights to purchase or the sale of Common Stock pursuant to a
Company plan providing for reinvestment of dividends or
interest.
No adjustment in the Conversion Rate need be made for
a change in the par value of the Common Stock.
No adjustment need be made for a transaction referred
to in Section 9.08, 9.09 or 9.10 if Securityholders are to par-
ticipate in the transaction on a basis and with notice that the
Board of Directors determines to be fair and appropriate in
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light of the basis and notice on which holders of Common Stock
participate in the transaction.
SECTION 9.14. Notice of Adjustment.
Whenever the Conversion Rate is adjusted, the Company
shall promptly mail to Holders of Securities affected a notice
of the adjustment. The Company shall file with the Trustee an
Officers' Certificate or a certificate from the Company's inde-
pendent public accountants (which shall include the statements
required by Section 12.04) stating the facts requiring the
adjustment and the manner of computing it. The certificate
shall be conclusive evidence that the adjustment is correct,
absent manifest error.
SECTION 9.15. Notice of Certain Transactions.
If:
(1) the Company proposes to take any action that
would require an adjustment in the Conversion Rate,
(2) the Company proposes to take any action that
would require a supplemental indenture pursuant to
Section 9.16, or
(3) there is a proposed liquidation or dissolution
of the Company,
the Company shall mail to Holders of Securities of any affected
series a notice stating the proposed record date for a dividend
or distribution or the proposed effective date of a subdivi-
sion, combination, reclassification, consolidation, merger,
transfer, lease, liquidation or dissolution. The Company shall
mail the notice at least 15 days before such date. Failure to
mail the notice or any defect in it shall not affect the valid-
ity of the transaction.
SECTION 9.16. Reorganization of the Company.
If the Company is a party to a transaction subject to
Section 5.01 or a merger which reclassifies, exchanges, or
changes its outstanding Common Stock, the successor corporation
(if other than the Company) shall enter into a supplemental
indenture which shall provide that the Holder of a Security may
convert it into the kind and amount of securities, cash or
other assets which he would have owned immediately after the
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consolidation, merger, transfer or lease if he had converted
the Security immediately before the effective date of the
transaction. The supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be prac-
tical to the adjustments provided for in this Article. The
successor company shall mail to Holders of Securities of any
affected series a notice briefly describing the supplemental
indenture.
If this Section applies, Sections 9.08, 9.09 and 9.10
do not apply.
ARTICLE 10 -- SUBORDINATION
SECTION 10.01. Agreement to Subordinate.
The Company agrees, and each Securityholder by
accepting a Security agrees, that the indebtedness evidenced by
the Securities and the payment of principal thereof and inter-
est thereon are subordinated in right of payment, to the extent
and in the manner provided in this Article, to the prior pay-
ment in full of all Senior Indebtedness and that the subordina-
tion is for the benefit of the holders of Senior Indebtedness.
Money and securities held in trust pursuant to
Article 8 are not subject to the subordination provisions of
this Article 10.
SECTION 10.02. Certain Definitions.
"Representative" means the indenture trustee or other
trustee, agent or representative for an issue of Senior
Indebtedness.
"Senior Indebtedness" means the principal of and
interest on (a) any and all indebtedness and obligations of the
Company (including indebtedness of others guaranteed by the
Company) other than the Securities, whether or not contingent
and whether outstanding on the date of this Indenture or there-
after created, incurred or assumed, which (i) are for money
borrowed; (ii) are evidenced by any bond, note, debenture or
similar instrument; (iii) represent the unpaid balance on the
purchase price of any property, business or asset of any kind;
(iv) are obligations of the Company as lessee under any and all
leases of property, equipment or other assets required to be
capitalized on the balance sheet of the lessee under generally
accepted accounting principles; (v) are reimbursement
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obligations of the Company with respect to letters of credit;
(vi) are obligations of the Company with respect to interest
rate swap obligations and foreign exchange agreements; or
(vii) are obligations of others secured by a lien to which any
of the properties or assets (including, without limitation,
leasehold interests and any other tangible or intangible prop-
erty rights) of the Company are subject, whether or not the
obligations secured thereby shall have been assumed by the Com-
pany or shall otherwise be the Company's legal liability and
(b) any deferrals, amendments, renewals, extensions, modifica-
tions and refundings of any indebtedness or obligations of the
types referred to above; provided that Senior Indebtedness
shall not include (i) the Securities; (ii) any indebtedness or
obligation of the Company which, by its express terms or the
express terms of the instrument creating or evidencing it, is
not superior in right of payment to the Securities; and
(iii) any indebtedness or obligation incurred by the Company in
connection with the purchase of assets, materials or services
in the ordinary course of business and which constitutes a
trade payable.
SECTION 10.03. Liquidation; Dissolution; Bankruptcy.
Upon any payment or distribution of the Company's
assets to creditors of the Company in a liquidation or dissolu-
tion of the Company or in a bankruptcy, reorganization, insol-
vency, receivership or similar proceeding relating to the Com-
pany or its property, whether voluntary or involuntary:
(1) holders of Senior Indebtedness shall be entitled
to receive payment in full of the principal of and inter-
est to the date of payment on the Senior Indebtedness
before Securityholders shall be entitled to receive any
payment of principal of or interest on Securities; and
(2) until the Senior Indebtedness is paid in full,
any distribution to which Securityholders would be enti-
tled but for this Article shall be made to holders of
Senior Indebtedness as their interests may appear, except
the Securityholders may receive securities that are subor-
dinated to Senior Indebtedness to at least the same extent
as the Securities.
SECTION 10.04. Company Not to Make Payments with Respect to
Securities in Certain Circumstances.
Except for payment in or distribution of securities
that are subordinated to Senior Indebtedness to at least the
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same extent as the Securities, the Company shall not make any
payment with respect to the principal of or interest on any of
the Securities, or make any other payment with respect to the
purchase or other acquisition of any of the Securities:
(a) if there shall have occurred a default in the
payment of the principal of or interest on any Senior
Indebtedness in an aggregate principal amount of at least
$5,000,000; or
(b) if there shall exist at the time of such pay-
ment, or such payment would create, an event of default
(or an event which, with the giving of notice or the pas-
sage of time or both, would become an event of default)
with respect to any Senior Indebtedness which would permit
the holders (or any specified proportion of such holders)
of such Senior Indebtedness to accelerate the maturity
thereof in an aggregate principal amount of at least
$5,000,000, and if notification of such default or event of
default has been given to the Company by a holder of such
Senior Indebtedness or by a trustee, agent or Representa-
tive for an issue of Senior Indebtedness;
unless and until, in each case, whether described in clause (a)
or clause (b), such default or event of default shall have been
cured or waived in the manner required by the instrument relat-
ing to such Senior Indebtedness or shall otherwise have ceased
to exist.
Regardless of anything to the contrary herein, noth-
ing shall prevent (a) any payment by the Trustee to the
Securityholders of amounts deposited with it pursuant to
Article 8 or (b) any payment by the Trustee or the Paying Agent
as permitted by Section 10.11.
SECTION 10.05. Acceleration of Securities.
If payment of the Securities is accelerated because
of an Event of Default, the Company shall promptly notify hold-
ers of Senior Indebtedness of the acceleration.
SECTION 10.06. When Distribution Must Be Paid Over.
In the event that the Company shall make any payment
to the Trustee of the principal of or interest on the Securi-
ties at a time when such payment is prohibited by Section 10.03
or 10.04, such payment shall be held by the Trustee, in trust
for the benefit of, and shall be paid forthwith over and deliv-
ered to, the Representatives or the trustee under the indenture
or other agreement (if any) pursuant to which Senior
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Indebtedness may have been issued, as their respective inter-
ests may appear, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay
all Senior Indebtedness in full in accordance with its terms,
after giving effect to any concurrent payment or distribution
to or for the holders of Senior Indebtedness.
If a distribution is made to Securityholders that
because of this Article should not have been made to them, the
Securityholders who receive the distribution shall hold it in
trust for holders of Senior Indebtedness and pay it over to
them as their interests may appear.
SECTION 10.07. Notice by Company.
The Company shall promptly notify the Trustee and any
Paying Agent in writing of any facts known to the Company that
would cause a payment of principal of or interest on Securities
to violate this Article.
SECTION 10.08. Subrogation.
After all Senior Indebtedness is paid in full and
until the Securities are paid in full, Securityholders shall be
subrogated to the rights of holders of Senior Indebtedness to
receive distributions applicable to Senior Indebtedness to the
extent that distributions otherwise payable to the Security-
holders have been applied to the payment of Senior Indebted-
ness. A distribution made under this Article to holders of
Senior Indebtedness which otherwise would have been made to
Securityholders is not, as between the Company and
Securityholders, a payment by the Company on Senior
Indebtedness.
SECTION 10.09. Subordination May Not Be Impaired by Company.
No right of any holder of Senior Indebtedness to
enforce the subordination of the indebtedness evidenced by the
Securities shall be impaired by any act or failure to act by
the Company or by its failure to comply with this Indenture.
SECTION 10.10. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice
given to holders of Senior Indebtedness, the distribution may
be made and the notice given to their Representative.
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SECTION 10.11. Rights of Trustee and Paying Agent.
The Trustee or Paying Agent may continue to make pay-
ments on the Securities until a Trust Officer of the Trustee
receives written notice of facts that would cause a payment of
principal of or interest on the Securities to violate this
Article. Only the Company, a Representative or a holder of an
issue of Senior Indebtedness that has no Representative may
give the notice.
The Trustee shall be entitled to rely on the delivery
to it of a written notice by a person representing himself to
be a holder of Senior Indebtedness (or a Representative on
behalf of such holder) to establish that such notice has been
given by a holder of Senior Indebtedness or a Representative on
behalf of any such holder. In the event that the Trustee
determines in good faith that further evidence is required with
respect to the right of any person who is a holder of Senior
Indebtedness to participate in any payment or distribution pur-
suant to this Article, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness held by such person,
the extent to which such person is entitled to participate in
such payment or distribution and any other facts pertinent to
the rights of such person under this Article, and if such evi-
dence is not furnished the Trustee may defer any payment to
such person pending judicial determination as to the right of
such person to receive such payment or until such time as the
Trustee shall be otherwise satisfied as to the right of such
person to receive such payment.
The Trustee in its individual or any other capacity
may hold Senior Indebtedness with the same rights it would have
if it were not Trustee. Any Agent may do the same with like
rights.
The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness and shall not be
liable to any such holder if it shall mistakenly pay over or
distribute to Securityholders or the Company or any other per-
son money or assets to which any holders of Senior Indebtedness
shall be entitled by virtue of this Article or otherwise.
SECTION 10.12. Officers' Certificate.
If there occurs an event referred to in Section 10.03
or 10.04, the Company shall promptly give to a Trust Officer of
the Trustee an Officers' Certificate (on which the Trustee may
conclusively rely) identifying all holders of Senior
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Indebtedness or their Representatives and the principal amount
of Senior Indebtedness then outstanding held by each such
holder and stating the reasons why such Officers' Certificate
is being delivered to the Trustee.
SECTION 10.13. Obligation of Company Unconditional.
Nothing contained in this Article 10 or elsewhere in
this Indenture or in any Bond Resolution is intended to or
shall impair, as between the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securi-
ties, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the
principal of and interest on the Securities as and when the
same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of
the Holders of the Securities and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to
the rights, if any, under this Article 10 of the holders of
Senior Indebtedness in respect of cash, property or securities
of the Company received upon the exercise of any such remedy.
Upon any distribution of assets of the Company referred to in
this Article 10, the Trustee, subject to the provisions of
Section 7.01, and the Holders of the Securities shall be enti-
tled to rely upon any order or decree by any court of competent
jurisdiction in which such dissolution, winding up, liquidation
or reorganization proceedings are pending, or a certificate of
the liquidating trustee or agent or other person making any
distribution to the Trustee or the Holders of the Securities,
for the purpose of ascertaining the persons entitled to par-
ticipate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or dis-
tributed thereon and all other facts pertinent thereto or to
this Article 10. Nothing contained in this Article 10 or else-
where in this Indenture or in any Security is intended to or
shall affect the obligation of the Company to make, or prevent
the Company from making, at any time except during the pendency
of any dissolution, winding up, liquidation or reorganization
proceeding, and except during the continuance of any default
specified in Section 10.04 (not cured or waived), payments at
any time of the principal or of interest on the Securities.
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ARTICLE 11 -- AMENDMENTS
SECTION 11.01. Without Consent of Holders.
The Company and the Trustee may amend this Indenture, the
Securities or any coupons without the consent of any
Securityholder:
(1) to cure any ambiguity, omission, defect or
inconsistency;
(2) to comply with Article 5;
(3) to provide that specific provisions of this
Indenture shall not apply to a series not previ-
ously issued;
(4) to create a series and establish its terms;
(5) to provide for a separate Trustee for one or
more series; or
(6) to make any change that does not materially
adversely affect the rights of any
Securityholder.
SECTION 11.02. With Consent of Holders.
Unless the Bond Resolution otherwise provides, the
Company and the Trustee may amend this Indenture, the Securi-
ties and any coupons with the written consent of the Holders of
a majority in principal amount of the Securities of all series
affected by the amendment voting as one class. However, with-
out the consent of each Securityholder affected, an amendment
under this Section may not:
(1) reduce the amount of Securities whose Holders
must consent to an amendment;
(2) reduce the interest on or change the time for
payment of interest on any Security;
(3) change the fixed maturity of any Security;
(4) reduce the principal of any non-Discounted Secu-
rity or reduce the amount of principal of any
Discounted Security that would be due upon an
acceleration thereof;
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(5) change the currency in which principal or inter-
est on a Security is payable;
(6) waive any default in the payment of interest on
or principal of a Security; or
(7) make any change in Section 6.04 or 11.02, except
to increase the amount of Securities whose Hold-
ers must consent to an amendment or waiver or to
provide that other provisions of this Indenture
cannot be amended or waived without the consent
of each Securityholder affected thereby.
An amendment of a provision included solely for the
benefit of one or more series does not affect Securityholders
of any other series.
Securityholders need not consent to the exact text of
a proposed amendment or waiver; it is sufficient if they con-
sent to the substance thereof.
SECTION 11.03. Compliance with Trust Indenture Act.
Every amendment pursuant to Section 11.01 or 11.02
shall be set forth in a supplemental indenture that complies
with the TIA as then in effect.
If a provision of the TIA requires or permits a pro-
vision of this Indenture and the TIA provision is amended, then
the Indenture provision shall be automatically amended to like
effect.
SECTION 11.04. Effect of Consents.
An amendment or waiver becomes effective in accor-
dance with its terms and thereafter binds every Securityholder
entitled to consent to it.
A consent to an amendment or waiver by a Holder of a
Security is a continuing consent by the Holder and every subse-
quent Holder of a Security that evidences the same debt as the
consenting Holder's Security. Any Holder or subsequent Holder
may revoke the consent as to his Security if the Trustee
receives notice of the revocation before the amendment or
waiver becomes effective.
The Company may fix a record date for the determina-
tion of Holders of Registered Securities entitled to give a
consent. The record date shall not be less than 10 nor more
than 60 days prior to the first written solicitation of
Securityholders.
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SECTION 11.05. Notation on or Exchange of Securities.
The Company or the Trustee may place an appropriate
notation about an amendment or waiver on any Security there-
after authenticated. The Company may issue in exchange for
affected Securities new Securities that reflect the amendment
or waiver.
SECTION 11.06. Trustee Protected.
The Trustee need not sign any supplemental indenture
that adversely affects its rights, duties or immunities under
this Indenture or otherwise.
ARTICLE 12 -- MISCELLANEOUS
SECTION 12.01. Trust Indenture Act.
The provisions of TIA {{ 310 through 317 that impose
duties on any person (including the provisions automatically
deemed included herein unless expressly excluded by this Inden-
ture) are a part of and govern this Indenture, whether or not
physically contained herein.
If any provision of this Indenture limits, qualifies
or conflicts with another provision which is required to be
included in this Indenture by the TIA, the required provision
shall control.
SECTION 12.02. Notices
Any notice by one party to another is duly given if
in writing and delivered in person, sent by facsimile transmis-
sion confirmed by mail or mailed by first-class mail to the
other's address shown below:
Company: General Signal Corporation
High Ridge Park, Box 10010
Stamford, Connecticut 06904
Attention: Vice President and Treasurer
with a copy to the
General Counsel
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Trustee: The Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
Brooklyn, New York 11245
Attention: Corporate Trust Department
A party by notice to the other parties may designate
additional or different addresses for subsequent notices.
Any notice mailed to a Securityholder shall be mailed
to his address shown on the register kept by the Transfer Agent
or on the list referred to in Section 2.06. Failure to mail a
notice to a Securityholder or any defect in a notice mailed to
a Securityholder shall not affect the sufficiency of the notice
mailed to other Securityholders or the sufficiency of any pub-
lished notice.
If a notice is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not
the addressee receives it.
If the Company mails a notice to Securityholders, it
shall mail a copy to the Trustee and each Agent at the same
time.
If in the Company's opinion it is impractical to mail
a notice required to be mailed or to publish a notice required
to be published, the Company may give such substitute notice as
the Trustee approves. Failure to publish a notice as required
or any defect in it shall not affect the sufficiency of any
mailed notice.
All notices shall be in the English language, except
that any published notice may be in an official language of the
country of publication.
A "notice" includes any communication required by
this Indenture.
SECTION 12.03. Certificate and Opinion as to Conditions
Precedent.
Upon any request or application by the Company to the
Trustee to take any action under this Indenture, the Company
shall if so requested furnish to the Trustee:
(1) an Officers' Certificate stating that, in the
opinion of the signers, all conditions
-47-
<PAGE>
precedent, if any, provided for in this Inden-
ture relating to the proposed action have been
complied with; and
(2) an Opinion of Counsel stating that, in the opin-
ion of such counsel, all such conditions prece-
dent have been complied with.
SECTION 12.04. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compli-
ance with a condition or covenant provided for in this Inden-
ture shall include:
(1) a statement that the person making such certifi-
cate or opinion has read such covenant or
condition;
(2) a brief statement as to the nature and scope of
the examination or investigation upon which the
statements or opinions contained in such cer-
tificate or opinion are based;
(3) a statement that, in the opinion of such person,
he has made such examination or investigation as
is necessary to enable him to express an
informed opinion as to whether or not such cove-
nant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion
of such person, such condition or covenant has
been complied with.
SECTION 12.05. Rules by Company and Agents.
The Company may make reasonable rules for action by
or a meeting of Securityholders. An Agent may make reasonable
rules and set reasonable requirements for its functions.
SECTION 12.06. Legal Holidays.
A "Legal Holiday" is a Saturday, a Sunday or a day on
which banking institutions are not required to be open. If a
payment date is a Legal Holiday at a place of payment, unless
the Bond Resolution otherwise provides, payment may be made at
that place on the next succeeding day that is not a Legal Holi-
day, and no interest shall accrue for the intervening period.
-48-
<PAGE>
SECTION 12.07. No Recourse Against Others.
All liability described in the Securities of any
director, officer, employee or stockholder, as such, of the
Company is waived and released.
SECTION 12.08. Duplicate Originals.
The parties may sign any number of copies of this
Indenture. One signed copy is enough to prove this Indenture.
SECTION 12.09. Governing Law.
The laws of the State of New York shall govern this
Indenture, the Securities and any coupons, unless federal law
governs.
-49-
<PAGE>
SIGNATURES
Dated: April 15, 1996 GENERAL SIGNAL CORPORATION
By Julian B. Twombly
----------------------------
Vice President and Treasurer
Attest:
Paul Weinrel
- -------------------------
Dated: April 15, 1996 THE CHASE MANHATTAN BANK, N.A.
By Andrea Koster Crain
---------------------------
(Vice President)
Attest:
Gemmel Richards
- ----------------------
-50-
<PAGE>
EXHIBIT A
A Form of Registered Security
No. $
GENERAL SIGNAL CORPORATION
[Title of Security]
General Signal Corporation
promises to pay to
or registered assigns
the principal sum of Dollars on ,
Interest Payment Dates:
Record Dates:
Dated:
[ ]
GENERAL SIGNAL CORPORATION
Transfer Agent and Paying Agent
by
(SEAL)
Authenticated: Vice President and
Treasurer
Registrar, by
Authorized Signature Vice President
A-1
<PAGE>
GENERAL SIGNAL CORPORATION
[Title of Security]
1. Interest.1
General Signal Corporation ("Company"), a New York
corporation, promises to pay interest on the princi-
pal amount of this Security at the rate per annum
shown above. The Company will pay interest semiannu-
ally on and of
each year commencing , 19__. Interest on
the Securities will accrue from the most recent date
to which interest has been paid or, if no interest
has been paid, from , 19__. Interest will
be computed on the basis of a 360-day year of twelve
30-day months.
2. Method of Payment.2
The Company will pay interest on the Securities to
the persons who are registered holders of Securities
at the close of business on the record date for the
next interest payment date, except as otherwise pro-
vided in the Indenture. Holders must surrender Secu-
rities to a Paying Agent to collect principal pay-
ments. The Company will pay principal and interest
in money of the United States that at the time of
payment is legal tender for payment of public and
private debts. The Company may pay principal and
interest by check payable in such money. It may mail
an interest check to a holder's registered address.
3. Bond Agents.
Initially, , will act as
Paying Agent, Transfer Agent and Registrar. The Com-
pany may change any Paying Agent, Transfer Agent or
Registrar without notice. The Company or any Affili-
ate may act in any such capacity. Subject to certain
conditions, the Company may change the Trustee.
4. Indenture.
The Company issued the securities of this series
("Securities") under an Indenture dated as of
April 15, 1996 ("Indenture") between the Company and
The Chase Manhattan Bank, N.A. ("Trustee"). The
terms of the Securities include those stated in the
Indenture and in the Bond Resolution creating the
A-2
<PAGE>
Securities and those made part of the Indenture by
the Trust Indenture Act of 1939 (15 U.S. Code
{{ 77aaa-77bbbb). Securityholders are referred to
the Indenture, the Bond Resolution and the Act for a
statement of such terms.
5. Optional Redemption.3
On or after , the Company may redeem
all the Securities at any time or some of them from
time to time at the following redemption prices
(expressed in percentages of principal amount), plus
accrued interest to the redemption date.
If redeemed during the 12-month period beginning,
Year Percentage Year Percentage
and thereafter at 100%.
6. Mandatory Redemption.4
The Company will redeem $ principal amount of
Securities on and on each
thereafter through
at a redemption price of 100% of principal amount,
plus accrued interest to the redemption date.5 The
Company may reduce the principal amount of Securities
to be redeemed pursuant to this paragraph by sub-
tracting 100% of the principal amount (excluding pre-
mium) of any Securities (i) that the Company has
acquired or that the Company has redeemed other than
pursuant to this paragraph and (ii) that the Company
has delivered to the Registrar for cancellation. The
Company may subtract the same Security only once.
7. Additional Optional Redemption.6
In addition to redemptions pursuant to the above
paragraph(s), the Company may redeem not more than
$ principal amount of Securities on
and on each thereafter
through at a redemption price of 100% of
principal amount, plus accrued interest to the
redemption date.
A-3
<PAGE>
8. Notice of Redemption.7
Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date
to each holder of Securities to be redeemed at his
registered address.
9. Conversion.8
A Holder of a Security may convert it into Common
Stock9 of the Company or cash, or a combination
thereof, at the Company's option, at any time before
the close of business on ___________, or, if the
Security is called for redemption, the Holder may
convert it at any time before the close of business
on the redemption date. The initial Conversion Rate
is ____________ (or an equivalent amount in cash) per
$1,000 principal amount of the Securities, subject to
adjustment as provided in Article 9 of the
Indenture.10 The Company will deliver a check in
lieu of any fractional share. On conversion no pay-
ment or adjustment for interest accrued on the Secu-
rities will be made nor for dividends on the Common
Stock issued on conversion. If any Security is con-
verted between the record date for the payment of
interest and the next succeeding interest payment
date, such Security must be accompanied by funds
equal to the interest payable on such succeeding
interest payment date on the principal amount so con-
verted (unless such Security shall have been called
for redemption, in which case no such payment shall
be required). A Security converted on an interest
payment date need not be accompanied by any payment,
and the interest on the principal amount of the Secu-
rity being converted will be paid on such interest
payment date to the registered holder of such Secu-
rity on the immediately preceding record date.
To convert a Security a Holder must (1) complete and
sign the conversion notice on the back of the Secu-
rity, (2) surrender the Security to a Conversion
Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Registrar or
Conversion Agent and (4) pay any transfer or similar
tax if required. A Holder may convert a portion of a
Security if the portion is $1,000 or an integral mul-
tiple of $1,000.
A-4
<PAGE>
10. Subordination.11
The Securities are subordinated in right of payment,
in the manner and to the extent set forth in the
Indenture, to the prior payment in full of all Senior
Indebtedness (as defined in the Indenture). Each
Holder by accepting a Security agrees to such subor-
dination and authorizes the Trustee to give it
effect.
11. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons
in denominations of $1,00012 and whole multiples of
$1,000. The transfer of Securities may be registered
and Securities may be exchanged as provided in the
Indenture. The Transfer Agent may require a holder,
among other things, to furnish appropriate endorse-
ments and transfer documents and to pay any taxes and
fees required by law or the Indenture. The Transfer
Agent need not exchange or register the transfer of
any Security or portion of a Security selected for
redemption. Also, it need not exchange or register
the transfer of any Securities for a period of 15
days before a selection of Securities to be redeemed.
12. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
13. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the
securities of all series affected by the amendment.13
Subject to certain exceptions, a default on a series
may be waived with the consent of the holders of a
majority in principal amount of the series.
Without the consent of any Securityholder, the
Indenture or the Securities may be amended, among
other things, to cure any ambiguity, omission, defect
or inconsistency; to provide for assumption of Com-
pany obligations to Securityholders; or to make any
change that does not materially adversely affect the
rights of any Securityholder.
A-5
<PAGE>
14. Restrictive Covenants.14
The Securities are unsecured general obligations of
the Company limited to $ principal amount.
15. Successors.
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the
Company will be released from those obligations.
16. Defeasance Prior to Redemption or Maturity.15
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations
under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest
on the Securities to redemption or maturity. U.S.
Government Obligations are securities backed by the
full faith and credit of the United States of America
or certificates representing an ownership interest in
such Obligations.
17. Defaults and Remedies.
An Event of Default16 includes: default for 30 days
in payment of interest on the Securities; default in
payment of principal on the Securities; default by
the Company for a specified period after notice to it
in the performance of any of its other agreements
applicable to the Securities; certain events of bank-
ruptcy or insolvency; and any other Event of Default
provided for in the series. If an Event of Default
occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the Securities
may declare the principal17 of all the Securities to
be due and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities.
Subject to certain limitations, holders of a majority
in principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of
any continuing default (except a default in payment
of principal or interest) if it determines that with-
holding notice is in their interests. The Company
A-6
<PAGE>
must furnish an annual compliance certificate to the
Trustee.
18. Trustee Dealings with Company.
The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may
otherwise deal with those persons, as if it were not
Trustee.
19. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for
any obligations of the Company under the Securities
or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Secu-
rity waives and releases all such liability. The
waiver and release are part of the consideration for
the issue of the Securities.
20. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
21. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM
(=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
The Company will furnish to any Securityholder upon writ-
ten request and without charge a copy of the Indenture and the
Bond Resolution, which contains the text of this Security in
larger type. Requests may be made to: Secretary, General Sig-
nal Corporation, High Ridge Park, Box 10010, Stamford, CT
06904.
A-7
<PAGE>
EXHIBIT B
A Form of Bearer Security
No. $
GENERAL SIGNAL CORPORATION
[Title of Security]
General Signal Corporation
promises to pay to bearer
the principal sum of Dollars on ,
Interest Payment Dates:
Dated:
[ ]
GENERAL SIGNAL CORPORATION
Transfer Agent
(SEAL) by
Authenticated: Vice President and
Treasurer
[ ]
Registrar, by
Authorized Signature Vice President
B-1
<PAGE>
GENERAL SIGNAL CORPORATION
[Title of Security]
1. Interest.1
General Signal Corporation ("Company"), a New York
corporation, promises to pay to bearer interest on
the principal amount of this Security at the rate per
annum shown above. The Company will pay interest
semiannually on and of each
year commencing , 19 . Interest on the
Securities will accrue from the most recent date to
which interest has been paid or, if no interest has
been paid, from , 19 . Interest will be
computed on the basis of a 360-day year of twelve 30-
day months.
2. Method of Payment.2
Holders must surrender Securities and any coupons to
a Paying Agent to collect principal and interest pay-
ments. The Company will pay principal and interest
in money of the United States that at the time of
payment is legal tender for payment of public and
private debts. The Company may pay principal and
interest by check payable in such money.
3. Bond Agents.
Initially, , will act
as Transfer Agent, Paying Agent and Registrar. The
Company may change any Paying Agent, Transfer Agent
or Registrar without notice. The Company or any
Affiliate may act in any such capacity. Subject to
certain conditions, the Company may change the
Trustee.
4. Indenture.
The Company issued the securities of this series
("Securities") under an Indenture dated as of
April 15, 1996 ("Indenture") between the Company and
The Chase Manhattan Bank, N.A. ("Trustee"). The
terms of the Securities include those stated in the
Indenture and the Bond Resolution and those made part
of the Indenture by the Trust Indenture Act of 1939
(15 U.S. Code {{ 77aaa-77bbbb). Securityholders are
B-2
<PAGE>
referred to the Indenture, the Bond Resolution and
the Act for a statement of such terms.
5. Optional Redemption.3
On or after , the Company may redeem all
the Securities at any time or some of them from time
to time at the following redemption prices (expressed
in percentages of principal amount), plus accrued
interest to the redemption date.
If redeemed during the 12-month period beginning,
Year Percentage Year Percentage
and thereafter at 100%.
6. Mandatory Redemption.4
The Company will redeem $ principal amount of
Securities on and on each
thereafter through at a redemption price
of 100% of principal amount, plus accrued interest to
the redemption date.5 The Company may reduce the
principal amount of Securities to be redeemed pursu-
ant to this paragraph by subtracting 100% of the
principal amount (excluding premium) of any Securi-
ties (i) that the Company has acquired or that the
Company has redeemed other than pursuant to this
paragraph and (ii) that the Company has delivered to
the Registrar for cancellation. The Company may
subtract the same Security only once.
7. Additional Optional Redemption.6
In addition to redemptions pursuant to the above
paragraph(s), the Company may redeem not more than
$ principal amount of Securities on
and on each thereafter through
at a redemption price of 100% of principal amount,
plus accrued interest to the redemption date.
8. Notice of Redemption.7
Notice of redemption will be published once in an
Authorized Newspaper in the City of New York and if
the Securities are listed on any stock exchange
located outside the United States and such stock
exchange so requires, in any other required city
B-3
<PAGE>
outside the United States at least 20 days but not
more than 60 days before the redemption date. Notice
of redemption also will be mailed to holders who have
filed their names and addresses with the Transfer
Agent within the two preceding years. A holder of
Securities may miss important notices if he fails to
maintain his name and address with the Transfer
Agent.
9. Conversion.8
A Holder of a Security may convert it into Common
Stock9 of the Company or cash, or a combination
thereof, at the Company's option, at any time before
the close of business on _______________, or, if the
Security is called for redemption, the Holder may
convert it at any time before the close of business
on the redemption date. The initial Conversion Rate
is _____________ (or an equivalent amount in cash)
per $1,000 principal amount of the Securities, sub-
ject to adjustment as provided in Article 9 of the
Indenture.10 The Company will deliver a check in
lieu of any fractional share. On conversion no pay-
ment or adjustment for interest accrued on the Secu-
rities will be made nor for dividends on the Common
Stock issued on conversion. If any Security is con-
verted between the record date for the payment of
interest and the next succeeding interest payment
date, such Security must be accompanied by funds
equal to the interest payable on such succeeding
interest payment date on the principal amount so con-
verted (unless such Security shall have been called
for redemption, in which case no such payment shall
be required). A Security converted on an interest
payment date need not be accompanied by any payment,
and the interest on the principal amount of the Secu-
rity being converted will be paid on such interest
payment date to the registered holder of such Secu-
rity on the immediately preceding record date.
To convert a Security a Holder must (1) complete and
sign the conversion notice on the back of the Secu-
rity, (2) surrender the Security to a Conversion
Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Registrar or
Conversion Agent and (4) pay any transfer or similar
tax if required. A Holder may convert a portion of a
Security if the portion is $1,000 or an integral mul-
tiple of $1,000.
B-4
<PAGE>
10. Subordination.11
The Securities are subordinated in right of payment,
in the manner and to the extent set forth in the
Indenture, to the prior payment in full of all Senior
Indebtedness (as defined in the Indenture). Each
Holder by accepting a Security agrees to such subor-
dination and authorizes the Trustee to give it
effect.
11. Denominations, Transfer, Exchange.
The Securities are in bearer form with coupons in
denominations of $5,00012 and whole multiples of
$5,000. The Securities may be transferred by deliv-
ery and exchanged as provided in the Indenture. Upon
an exchange, the Transfer Agent may require a holder,
among other things, to furnish appropriate documents
and to pay any taxes and fees required by law or the
Indenture. The Transfer Agent need not exchange any
Security or portion of a Security selected for
redemption. Also, it need not exchange any Securi-
ties for a period of 15 days before a selection of
Securities to be redeemed.
12. Persons Deemed Owners.
The holder of a Security or coupon may be treated as
its owner for all purposes.
13. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the
securities of all series affected by the amendment.13
Subject to certain exceptions, a default on a series
may be waived with the consent of the holders of a
majority in principal amount of the series.
Without the consent of any Securityholder, the Inden-
ture or the Securities may be amended, among other
things, to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company
obligations to Securityholders; or to make any change
that does not materially adversely affect the rights
of any Securityholder.
B-5
<PAGE>
14. Restrictive Covenants.14
The Securities are unsecured general obligations of
the Company limited to $ principal amount.
15. Successors.
When a successor assumes all the obligations of the
Company under the Securities, any coupons and the
Indenture, the Company will be released from those
obligations.
16. Defeasance Prior to Redemption or Maturity.15
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations
under the Securities, any coupons and the Indenture
if the Company deposits with the Trustee money or
U.S. Government Obligations for the payment of prin-
cipal and interest on the Securities to redemption or
maturity. U.S. Government Obligations are securities
backed by the full faith and credit of the United
States of America or certificates representing an
ownership interest in such Obligations.
17. Defaults and Remedies.
An Event of Default16 includes: default for 30 days
in payment of interest on the Securities; default in
payment of principal on the Securities; default by
the Company for a specified period after notice to it
in the performance of any of its other agreements
applicable to the Securities; certain events of bank-
ruptcy or insolvency; and any other Event of Default
provided for in the series. If an Event of Default
occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the Securities
may declare the principal17 of all the Securities to
be due and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities.
Subject to certain limitations, holders of a majority
in principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of
any continuing default (except a default in payment
of principal or interest) if it determines that
B-6
<PAGE>
withholding notice is in their interests. The Com-
pany must furnish an annual compliance certificate to
the Trustee.
18. Trustee Dealings with Company.
The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may
otherwise deal with those persons, as if it were not
Trustee.
19. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for
any obligations of the Company under the Securities
or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Secu-
rity waives and releases all such liability. The
waiver and release are part of the consideration for
the issue of the Securities.
20. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
21. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM
(=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
The Company will furnish to any Securityholder upon
written request and without charge a copy of the Indenture and
the Bond Resolution, which contains the text of this Security
in larger type. Requests may be made to: Secretary, General
Signal Corporation, High Ridge Park, Box 10010, Stamford, CT
06904.
B-7
<PAGE>
[FACE OF COUPON]
...............
[$]............
Due............
GENERAL SIGNAL CORPORATION
[Title of Security]
Unless the Security attached to this coupon has been
called for redemption, General Signal Corporation ("Company")
will pay to bearer, upon surrender, the amount shown hereon
when due. This coupon may be surrendered for payment to any
Paying Agent listed on the back of this coupon unless the Com-
pany has replaced such Agent. Payment may be made by check.
This coupon represents six months' interest.
GENERAL SIGNAL CORPORATION
By
[REVERSE OF COUPON]
PAYING AGENTS
<PAGE>
NOTES TO EXHIBITS A AND B
1 If the Security is not to bear interest at a fixed rate
per annum, insert a description of the manner in which the
rate of interest is to be determined. If the Security is
not to bear interest prior to maturity, so state.
2 If the method or currency of payment is different, insert
a statement thereof.
3 If applicable.
4 If applicable.
5 If the Security is a Discounted Security, insert amount to
be redeemed or method of calculating such amount.
6 If applicable. Also insert, if applicable, provisions for
repayment of Securities at the option of the
Securityholder.
7 If applicable.
8 If applicable.
9 If applicable. If the Securities are convertible into
securities property other than Common Stock so specify and
insert a brief summary of the terms of conversion.
10 If additional or different adjustment provisions apply so
specify.
11 If additional or different subordination terms apply
insert a brief summary thereof.
12 If applicable. Insert additional or different
denominations.
13 If different terms apply, insert a brief summary thereof.
14 If applicable. If additional or different covenants
apply, insert a brief summary thereof.
15 If applicable. If different defeasance terms apply,
insert a brief summary thereof.
16 If additional or different Events of Default apply, insert
a brief summary thereof.
<PAGE>
17 If the Security is a Discounted Security, set forth the
amount due and payable upon an Event of Default.
Note: U.S. tax law may require certain legends on Discounted
and Bearer Securities.
<PAGE>
EXHIBIT C
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
_________________________________________
: :
:_______________________________________:
(Insert assignee's soc. sec. or tax I.D. no.)
(Print or type assignee's name, address and zip code)
and irrevocably appoint
agent to transfer this Security on the books of the Company.
The agent may substitute another to act for him.
Date: _______________ Your Signature:
(Sign exactly as your name appears on the other side of
this Security)
C-1
<PAGE>
EXHIBIT D
CONVERSION NOTICE
To convert this Security,
check the box:
_____
/ /
To convert only part of this
Security, state the amount
(must be in integral multiples
of $1,000);
$_____________________________
If you want the securities
delivered upon conversion made
out in another person's name,
fill in the form below:
(Insert other person's Social
Security or Tax I.D. Number)
______________________________
______________________________
______________________________
______________________________
(Print or type other
person's name, address
and zip code)
Date: _________ Signature(s): ______________________________
______________________________
(Sign exactly as your name(s)
appear(s) on the other side of
this Security)
D-1
<PAGE>
Signature(s) guaranteed by: ________________________________
(All signatures must be
guaranteed by a member of a
national securities exchange or
of the National Association of
Securities Dealers, Inc. or by a
commercial bank or trust company
located in the United States)
D-2
GENERAL SIGNAL CORPORATION
Bond Resolution No. 1
Medium-Term Senior Notes, Series A
The actions described below are taken by the under-
signed officers of General Signal Corporation ("Company") pur-
suant to Board resolutions adopted as of February 3, 1994 and
Section 2.01 of the Indenture dated as of April 15, 1996
("Indenture"), between the Company and Chemical Bank, trustee.
Terms used herein and not defined have the same meanings as in
the Indenture.
RESOLVED, that a new series of Securities is autho-
rized as follows:
1. The title of the series is "Medium-Term Senior
Notes, Series A" ("Series A").
2. The Series A Securities may be substantially in
the form of Exhibit 1 hereto if issued with a variable or
floating interest rate and Exhibit 2 hereof if issued with a
fixed interest rate, together, in each case with such inser-
tions, additions and deletions as are appropriate to reflect
the terms of a particular Security of Series A.
3. Each Series A Security may have such terms as
are set forth in Exhibits 1 and 2 hereto as are applicable to
such security and shall have such other terms as are set forth
<PAGE>
-2-
in the instrument evidencing such Series A Security. Different
Securities of Series A may have different terms.
4. The Series A Securities that are to be issued as
global Securities shall have the additional terms set forth in
Exhibit 3 hereto.
5. The Series A Securities shall have such terms
and shall be sold on terms determined from time to time by any
two of the Chief Executive Officer, President, Chief Financial
Officer or Treasurer of the Company or by any one of such
officers and by any one of the Secretary, any Assistant Secre-
tary or any Assistant Treasurer of the Company. The signature
of such officers on a Security of Series A shall constitute
such approval.
This bond resolution shall be effective as of
April 30, 1996.
Dated: April 30, 1996 /s/ Terence D. Martin
------------------------------
Terence D. Martin
Executive Vice President
and Chief Financial Officer
/s/ Julian B. Twombly
------------------------------
Julian B. Twombly
Vice President and Treasurer
<PAGE>
Exhibit 1
Form of Floating Rate Note
[Unless this certificate is presented by an authorized rep-
resentative of The Depository Trust Company (55 Water Street, New
York, New York) to the issuer or its agent for registration of trans-
fer or exchange or for payment, then this certificate shall be regis-
tered in the name of Cede & Co. (or such other name as may be
requested by an authorized representative of The Depository Trust
Company), and 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.
Unless and until this certificate is exchanged in whole or
in part for Notes in certificated form, this certificate may not be
transferred except as a whole by The Depository Trust Company to a
nominee thereof or by a nominee thereof to The Depository Trust Com-
pany or another nominee of The Depository Trust Company or by The
Depository Trust Company or any nominee to a successor depository or
nominee of such successor depository.]1
NO. _______ Principal Amount__________
CUSIP__________
GENERAL SIGNAL CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES A
(FLOATING RATE)
General Signal Corporation promises to pay to
or registered assigns
the principal sum of in the Specified Currency
on the Maturity specified below.
Original Issue Date: Initial Interest Rate:
Maturity: Interest Payment Dates:
Specified Currency: Record Dates:
__ __ __
Base Rate: /_/ CD Rate /_/ Commercial Paper Rate /_/ Federal Funds Rate
__ __ __ __
/ / LIBOR / / Prime Rate /_/ Treasury Rate / / Other
__
/ / CMT Rate (see paragraph 3)
Interest Reset Period: Index Maturity:
Spread Multiplier: Spread:
_________________________
1 Include only if this Note is a global security.
<PAGE>
-2-
Maximum Interest Rate: % Minimum Interest Rate: %
__ __
Optional Redemption: /_/ No / / Yes (see paragraph 6)
__ __
Optional Repayment: /_/ No / / Yes (see paragraph 8)
__ __
Discount Note: /_/ Yes / / No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Other Provisions:
Specify here any additional or different provisions applicable
to this Note, which may include any of the following:
1. provisions for indexing of principal or interest payments
2. provisions for resets of spreads or spread multipliers
3. provisions for extension of maturity
4. changes to any provision of this form of Note not appli-
cable to a particular Note
Dated: GENERAL SIGNAL CORPORATION
__________________________
Authenticated:
CHEMICAL BANK
Registrar
By __________________________
Authorized Officer
<PAGE>
-3-
General Signal Corporation
Medium-Term Senior Note, Series A
Further Provisions
1. Medium-Term Senior Notes, Series A
This Note is one of a series of duly authorized debt
securities of General Signal Corporation, a New York Corpora-
tion, (the "Company"), designated as its "Medium-Term Senior
Notes, Series A" (the "Securities") limited to an aggregate
initial offering price or purchase price of $300,000,000 or the
equivalent thereof in one or more foreign or currency units.
The Company issued the Securities under an Indenture
dated as of April 15, 1996 ("Indenture") between the Company and
Chemical Bank ("Trustee"). The terms of the Securities include
those stated in the Indenture and in the Bond Resolution creat-
ing the Securities and those made part of the Indenture by the
Trust Indenture Act of 1939, as amended (15 U.S. Code {{ 77aaa-77bbbb).
Securityholders are referred to the Indenture, the Bond Resolu-
tion and the Act for a statement of such terms.
2. Interest
General. The Company promises to pay interest on the
principal amount of this Note at a floating rate per annum cal-
culated as herein provided.
Interest on this Note will accrue at the Initial
Interest Rate from the Original Issue Date to the first Inter-
est Reset Date following the Original Issue Date and shall bear
interest thereafter for each Interest Reset Period by reference
to the Base Rate specified on the face hereof, plus or minus
the Spread, if any, and multiplied by the Spread Multiplier, if
any, specified on the face hereof. If the interest rate so
calculated for any Interest Reset Period (i) would be less than
the Minimum Interest Rate, if any, specified on the face
hereof, then this Note shall bear interest at the Minimum
Interest Rate for such Interest Reset Period, (ii) would be
greater than the Maximum Interest Rate, if any, specified on
the face hereof, then this Note shall bear interest for such
Interest Reset Period at the Maximum Interest Rate. The Mini-
mum Interest Rate and Maximum Interest Rate if set forth on the
face hereof are expressed as rates per annum on a simple inter-
est basis. The interest rate on this Note will in no event be
<PAGE>
-4-
higher than the maximum rate permitted by applicable law, as
the same may be modified by United States law of general
application.
Interest Reset Period. The interest rate hereon will
be reset daily, weekly, monthly, quarterly, semiannually or
annually (such period being the "Interest Reset Period" speci-
fied on the face hereof, and the first day of each Interest
Reset Period being an "Interest Reset Date"). Unless otherwise
specified on the face hereof, the Interest Reset Dates will be,
if this Note resets daily, each Business Day; if this Note
(unless the Base Rate for this Note is the Treasury Rate (a
"Treasury Rate Note")) resets weekly, Wednesday of each week;
if this Note is a Treasury Rate Note that resets weekly, Tues-
day of each week (except as provided in paragraph 3 below under
"Treasury Rate"); if this Note resets monthly, the third
Wednesday of each month; if this Note resets quarterly, the
third Wednesday of March, June, September and December of each
year; if this Note resets semiannually, the third Wednesday of
the two months of each year specified on the face hereof; and
if this Note resets annually, the third Wednesday of the month
of each year specified on the face hereof. If any Interest
Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next suc-
ceeding Business Day, except that if the Base Rate specified on
the face hereof is LIBOR and such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be
the immediately preceding Business Day.
"Business Day" means any day, other than a Saturday
or Sunday, that is (i) not a day on which banking institutions
are authorized or required by law, regulation or executive order
to be closed in (a) The City of New York or (b) if the Specified
Currency for this Note is other than United States dollars, the
principal financial center of the country issuing such Specified
Currency (which, in the case of European Currency Units ("ECUs"),
shall be Brussels, Belgium) and (ii) if such Note is a LIBOR
Note (as defined below), also a London Banking Day.
"London Banking Day" Note means any day on which
dealings in deposits in U.S. Dollars are transacted in the Lon-
don interbank market.
Calculation of Interest. Unless otherwise specified
on the face hereof, the interest payable hereon on each Inter-
est Payment Date shall be the accrued interest from and includ-
ing the Original Issue Date or the last date to which interest
<PAGE>
-5-
has been paid, as the case may be, to but excluding such Inter-
est Payment Date, Maturity, or date of redemption or repayment,
as the case may be, provided, however, that if the interest
rate is reset daily or weekly, the interest payable hereon
shall be the accrued interest from and including the Original
Issue Date or from but excluding the last date to which inter-
est has been accrued and paid, as the case may be, through and
including the Record Date immediately preceding such Interest
Payment Date, except that, at Maturity, or date of redemption
or repayment, the interest payable will include interest
accrued to, but excluding, such date. Accrued interest shall
be calculated by multiplying the principal amount (or Face
Amount if the face of this Note specifies that it is an Indexed
Note) 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 inter-
est is being calculated. The interest factor (expressed as a
decimal) for each such day is computed by dividing the interest
rate in effect on such day by 360 if the Base Rate specified on
the face hereof is the Commercial Paper Rate, the Prime Rate,
the Federal Funds Rate, the CD Rate or LIBOR, or by the actual
number of days in the year, if the Base Rate specified on the
face hereof is the Treasury Rate or CMT Rate. For purposes of
making the foregoing calculation, the interest rate in effect
on any Interest Reset Date will be the applicable rate as reset
on such date. Unless otherwise specified on the face hereof,
all percentages resulting from any calculation of the rate of
interest hereof will be rounded, if necessary, to the nearest
1/100,000 of 1% (.0000001), with five one-millionths of a per-
centage point rounded upward, and all currency amounts used in
or resulting from such calculation will be rounded to the near-
est one-hundredth of a unit (with .005 of a unit being rounded
upward).
Interest Payment Dates. Unless otherwise specified
on the face hereof, interest will be payable, if this Note
resets daily, 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 specified on the face hereof; if this
Note resets quarterly, on the third Wednesday of March, June,
September and December of each year; if this Note resets semi-
annually, on the third Wednesday of the two months of each year
specified on the face hereof; and if this Note resets annually,
on the third Wednesday of the month of each year specified on
the face hereof (each such day being an "Interest Payment
Date") and in each case at Maturity or earlier redemption or
repayment. If an Interest Payment Date (other than at Maturity
<PAGE>
-6-
or earlier redemption or repayment) would otherwise fall on a
day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day, except
that if the Base Rate specified on the face hereof is LIBOR and
such Business Day is in the next succeeding calendar month,
such Interest Payment Date shall be the immediately preceding
Business Day. If the Maturity or date of redemption or repay-
ment would otherwise fall on a day that is not a Business Day,
the required payment of principal, premium, if any, and/or
interest will be made on the next succeeding Business Day as if
made on the date such payment was due, and no interest shall
accrue on such payment for the period from and after the Matur-
ity to the date of such payment on the next succeeding Business
Day.
Calculation Agent. Unless otherwise specified on the
face hereof, the Company has appointed Chemical Bank to calcu-
late the interest rates on this Note (the "Calculation Agent").
At the request of the Holder, the Calculation Agent will pro-
vide the interest rate then in effect and, if determined, the
interest rate that will become effective on the next Interest
Reset Date. All determinations of interest rates by the Calcu-
lation Agent shall, in the absence of manifest error, be con-
clusive for all purposes and binding on the Holder hereof.
Unless otherwise specified on the face hereof, the "Calculation
Date," if applicable, pertaining to any Interest Reset Date
will be the earlier of (i) the tenth calendar day after such
Interest Reset Date, or, if such day is not a Business Day, the
next succeeding Business Day or (ii) the Business Day immedi-
ately preceding the applicable Interest Payment Date or the
Maturity, as the case may be.
3. Definition of Base Rates
Unless otherwise provided on the face of this Note,
the Base Rate shall be calculated with reference to the Spread
on Spread Multiplier, if any, and subject to the Minimum Inter-
est Rate and Maximum Interest Rate, if any, specified on the
face of this Note and in accordance with the applicable defini-
tion below:
"CD Rate" for each Interest Reset Period shall be the
rate as of the second Business Day prior to the Interest Reset
Date for such Interest Reset Period (a "CD Rate Determination
Date") for negotiable certificates of deposit having the Index
Maturity specified on the face hereof as published in H.15(519)
under the heading "CDs (Secondary Market)." In the event that
<PAGE>
-7-
such rate is not published prior to 3:00 p.m., New York City
time, on the Calculation Date pertaining to such CD Rate Deter-
mination Date, then the "CD Rate" for such Interest Reset
Period will be the rate on such CD Rate Determination Date for
negotiable certificates of deposit of the Index Maturity speci-
fied on the face hereof as published in the Composite Quota-
tions under the heading "Certificates of Deposit." If by 3:00
p.m., New York City time, on such Calculation Date such rate is
not yet published in either H.15(519) or Composite Quotations,
then the "CD Rate" for such Interest Reset Period will be cal-
culated 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 CD Rate 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 (in the market for negotiable certif-
icates of deposit) with a remaining maturity closest to the
Index Maturity on the face hereof in a denomination of
$5,000,000, provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the CD Rate for such
Interest Reset Period will be the same as the CD Rate for the
immediately preceding Interest Reset Period (or, if there was
no such Interest Reset Period, the Initial Interest Rate).
"H.15 (519)" means the publication entitled "Statis-
tical Release H.15 (519), 'Selected Interest Rates,'" or any
successor publication, published by the Board of Governors of
the Federal Reserve System. "Composite Quotations" means the
daily statistical release entitled "Composite 3:30 p.m. Quota-
tions for U.S. Government Securities" published by the Federal
Reserve Bank of New York.
"Commercial Paper Rate" for each Interest Reset
Period will be determined by the Calculation Agent as of the
second Business Day prior to the Interest Reset Date for such
Interest Reset Period (a "Commercial Paper Rate Determination
Date") and shall be the Money Market Yield (as defined below)
on such Commercial Paper Rate Determination Date of the rate
for commercial paper having the Index Maturity specified on the
face hereof, as such rate shall be published in H.15(519) under
the heading "Commercial Paper." In the event that such rate is
not published prior to 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Commercial Paper Rate
Determination Date, then the Commercial Paper Rate for such
Interest Reset Period shall be the Money Market Yield on such
<PAGE>
-8-
Commercial Paper Rate Determination Date of the rate for com-
mercial paper of the Index Maturity specified on the face
hereof as published in Composite Quotations under the heading
"Commercial Paper." If by 3:00 p.m., New York City time, on
such Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, then the Commercial Paper
Rate for such Interest Reset Period 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 Commercial Paper Rate Deter-
mination Date of three leading dealers of commercial paper in
The City of New York selected by the Calculation Agent for com-
mercial paper of the Index Maturity specified on the face
hereof placed for an industrial issuer whose bonds are rated
"AA" or the equivalent by 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 Commercial Paper Rate
for such Interest Reset Period will be the same as the Commer-
cial Paper Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the
Initial Interest Rate).
"Money Market Yield" shall be the 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 commer-
cial paper quoted on a bank discount basis and expressed as a
decimal, and "M" refers to the actual number of days in the
period for which interest is being calculated.
"Federal Funds Rate" for each Interest Reset Period
shall be the effective rate on the second Business Day prior to
the Interest Reset Date for such Interest Reset Period (a "Fed-
eral Funds Rate Determination Date") for federal funds as pub-
lished in H.15(519) under the heading "Federal Funds (Effec-
tive)." In the event that such rate is not published prior to
3:00 p.m., New York City time, on the Calculation Date pertain-
ing to such Federal Funds Rate Determination Date, the Federal
Funds Rate for such Interest Reset Period shall be the rate on
such Federal Funds Rate Determination Date as published in Com-
posite Quotations under the heading "Federal Funds/Effective
Rate." If by 3:00 p.m., New York City time, on such Calcula-
tion Date, such rate is not yet published in either H.15(519)
or Composite Quotations, then the Federal Funds Rate for such
<PAGE>
-9-
Interest Reset Period shall be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds
arranged by three leading brokers of federal funds transactions
in The City of New York (which may include the Calculation
Agent) selected by the Calculation Agent prior to 9:00 a.m.,
New York City time, on such Federal Funds Rate Determination
Date; provided, however, that if the brokers so selected by the
Calculation Agent are not quoting as mentioned in this sen-
tence, the Federal Funds Rate as of such Federal Funds Rate
Determination Date will be the Federal Funds Rate in effect on
such Federal Funds Rate Determination Date.
"LIBOR" means the determination by the Calculation
Agent in accordance with the following provisions:
(i) With respect to a LIBOR Interest Determination
Date (as defined below), either, as specified on the face
hereof: (a) the arithmetic mean of the offered rates for
deposits in U.S. dollars for the period of the Index
Maturity specified on the face hereof commencing on the
second London Banking Day immediately following such LIBOR
Interest Determination Date, which appears on the Reuters
Screen LIBO Page as of 11:00 a.m., London time, on the
LIBOR Interest Determination Date, if at least two such
offered rates appear on the Reuters Screen LIBO Page
("LIBOR Reuters"), or (b) the rate for deposits in U.S.
dollars having the Index Maturity designated on the face
hereof, commencing on the second London Banking Day imme-
diately following that LIBOR Interest Determination Date,
that appears on the Telerate Page 3750 as of 11:00 a.m.,
London time, on that LIBOR Interest Determination Date
("LIBOR Telerate"). Unless otherwise indicated on the
face hereof, "Reuters Screen LIBO Page" means the display
designated as Page "LIBO" on the Reuters Monitor Money
Rate 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). "Telerate Page
3750" means the display designated as page "3750" on the
Telerate Service (or such other page as may replace the
3750 page on that service or such other service or ser-
vices as may be nominated by the British Bankers' Associa-
tion (the "Association") for the purpose of displaying
London interbank offered rates for U.S. dollar deposits).
If neither LIBOR Reuters nor LIBOR Telerate is specified
in the applicable Pricing Supplement, LIBOR will be deter-
mined as if LIBOR Telerate has been specified. In the
<PAGE>
-10-
case where (a) above applies, if fewer than two offered
rates appear on the Reuters Screen LIBO Page, or, in the
case where (b) above applies if no rate appears on the
Telerate Page 3750, as applicable, LIBOR in respect of
that LIBOR Interest Determination Date will be determined
as if the parties had specified the rate described in (ii)
below.
(ii) With respect to a LIBOR Interest Determination
Date on which this provision applies, LIBOR will be deter-
mined on the basis of the rates at which deposits in U.S.
dollars having the Index Maturity designated on the face
hereof are offered at approximately 11:00 a.m., London
time, on such LIBOR Interest Determination Date by four
major banks ("Reference Banks") in the London interbank
market selected by the Calculation Agent to prime banks
in the London interbank market commencing on the second
London Banking Day immediately following such LIBOR
Interest Determination Date and in a principal amount of
not less than U.S. $1,000,000 that is representative for
a single transaction in such market at such time. The
Calculation Agent will request the principal London office
of each of the Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided,
LIBOR for such LIBOR Interest Determination Date will be
the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR for such LIBOR Interest
Determination Date will be the arithmetic mean of the
rates quoted at approximately 11:00 a.m., New York City
time, on such LIBOR Interest Determination Date by three
major banks (which may include the Calculation Agent) in
The City of New York selected by the Calculation Agent for
loans in U.S. dollars to leading European banks having the
specified Index Maturity designated on the face hereof
commencing on the second London Banking Day immediately
following such LIBOR Interest Determination Date and in a
principal amount equal to an amount of not less that
U.S. $1,000,000 that is representative for a single
transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this
sentence, LIBOR will be LIBOR then in effect on such LIBOR
Interest Determination Date.
Unless otherwise indicated on the face hereof, the
"LIBOR Interest Determination Date" pertaining to an Interest
<PAGE>
-11-
Reset Date will be the second London Banking Day preceding such
Interest Reset Date.
"Prime Rate" means, with respect to any Prime Inter-
est Determination Date (as defined below), the rate set forth
on such 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 Calculation Date pertaining to
such Prime Interest Determination Date, then the Prime Rate
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 Reuters Screen USPRIME1 Page (as
defined herein) as such bank's prime rate or base lending rate
as in effect for that Prime Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen USPRIME1
Page for the Prime Interest Determination Date, the Prime Rate
will be determined by the Calculation Agent and will be the
arithmetic mean of the prime 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 Prime Interest Determination
Date by at least two of three major money center banks in The
City of New York selected by the Calculation Agent. If fewer
than two such rates are quoted as aforesaid, the Prime Rate
will be determined by the Calculation Agent on the basis of the
rates furnished in The City of New York by one or two, as the
case may be, substitute banks or trust companies organized and
doing business under the laws of the United States, or any
State thereof, having total equity capital of at least
U.S. $500,000,000 and being subject to supervision or examina-
tion by federal or state authority, selected by the Calculation
Agent to provide such rate or rates; provided, however, that if
the banks selected as aforesaid are not quoting as set forth
above, the Prime Rate will remain the Prime Rate then in effect
on such Prime Interest Determination Date. "Reuters Screen
USPRIME1 Page" means the display designated as page "USPRIME1"
on the Reuters Monitor Money Rates Services (or such other page
as may replace the USPRIME1 page on that service for the purpose
of displaying the prime rate or base lending rate of major
United States banks).
Unless otherwise indicated on the face hereof, the
"Prime Interest Determination Date" pertaining to an Interest
Reset Date shall be the second Business Day preceding such
Interest Reset Date.
"Treasury Rate" for each Interest Reset Period will
be the rate for the auction held on the Treasury Rate
<PAGE>
-12-
Determination Date (as defined below) for such Interest Reset
Period of direct obligations of the United States ("Treasury
bills") having the Index Maturity specified on the face hereof,
as published in H.15(519) under the heading "U.S. Government
Securities-Treasury bills-auction average (investment)" or, if
not so published by 3:00 p.m., New York City time, on the Cal-
culation Date pertaining to such Treasury Rate Determination
Date, the auction average rate (expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) on such Treasury Rate Determination
Date 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 specified 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 Treasury Rate Determination Date,
then the "Treasury Rate" for such Interest Reset Period shall
be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent 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
Treasury Rate 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 specified 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, then the Treasury Rate
for such Interest Reset Period will be the same as the Treasury
Rate for the immediately preceding Interest Reset Period (or,
if there was no such Interest Reset Period, the Initial Inter-
est Rate).
The "Treasury Rate Determination Date" for each
Interest Reset Period will be the day of the week in which the
Interest Reset Date for such Interest Reset Period falls on
which Treasury bills would normally be 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 Fri-
day, such Friday will be the Treasury Rate Determination Date
pertaining to the Interest Reset Period commencing in the next
succeeding week. If an auction date shall fall on any day that
would otherwise be an Interest Reset Date for a Treasury Rate
<PAGE>
-13-
Note, then such Interest Reset Date shall instead be the Busi-
ness Day immediately following such auction date.
"CMT Rate" means, with respect to any Interest Deter-
mination 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 Index Maturity (as defined below) for
(i) if the Designated CMT Telerate Page is 7055, the rate on
such Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the applicable
Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or if not displayed by 3:00
P.M., New York City time, on the Calculation Date pertaining to
such Interest Determination Date, then the CMT Rate for such
Interest Determination Date will be such treasury constant
maturity rate for the Index Maturity (or other United States
Treasury for the Index Maturity) 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 Calcula-
tion Date pertaining to such Interest Determination Date, then
the CMT Rate for the Interest Determination Date will be calcu-
lated 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 the Interest Determination Date reported, according to
their written records, by three leading primary United States
government securities dealers (each, a "Reference Dealer") in
The City of New York selected by the Calculation Agent (from
five such 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 Index Maturity and a remaining term to
maturity of not less than such Index Maturity minus one year.
If the Calculation Agent cannot obtain three such Treasury note
quotations, the CMT Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be a yield
<PAGE>
-14-
to maturity based on the arithmetic mean of the secondary mar-
ket offer side prices as of approximately 3:30 P.M., New York
City time, on the Interest Determination Date of three Refer-
ence Dealers in The City of New York (from five such 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 equal-
ity, one of the lowest)), for Treasury Notes with an original
maturity of the number of years that is the next highest to the
Index Maturity and a remaining term to maturity closest to the
Index Maturity and in an amount of at least $100,000,000. If
three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate will be based on
the arithmetic mean of the offer prices obtained and neither
the highest nor the lowest of such quotes will be eliminated;
provided however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described
herein, the CMT Rate will be the CMT Rate in effect on such
Interest Determination Date. If two Treasury Notes with an
original maturity as described in the third preceding sentence,
have remaining terms to maturity equally close to the Maturity
Index, the quotes for the Treasury Rate Note with the shorter
remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on
the Dow Jones Telerate Service on the page specified on the
face of this Note (or any other page as may replace such page
on that service for the purpose of displaying Treasury Constant
Maturities as published in H.15(519)), for the purpose of dis-
playing Treasury Constant Maturities as published in H.15(519).
If no such page is specified on the face of this Note, the Des-
ignated CMT Telerate Page shall be 7052, for the most recent
week.
4. Method of Payment.
The Company will pay interest on the Securities to
the persons who are registered holders of Securities at the
close of business on the Record Rate for the next Interest Pay-
ment Date, except as otherwise provided in the Indenture.
Holders must surrender Securities to a Paying Agent to collect
principal payments. If the Holder hereof is the Holder of U.S.
$10,000,000 (or the equivalent thereof in a currency other than
U.S. dollars determined as provided on the reverse hereof) or
more in aggregate principal amount of Notes of like tenor and
term, such U.S. dollar interest payments will be made by wire
transfer of immediately available funds, but only if
<PAGE>
-15-
appropriate wire transfer instructions have been received in
writing by the Paying Agent not less than fifteen calendar days
prior to the applicable Interest Payment Date. Unless the
Specified Currency of this Note is other than U.S. dollars, the
Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment
of public and private debts. The Company may pay principal and
interest by check payable in such money. It may mail an inter-
est check to a holder's registered address.
5. Foreign Currency Notes.
General. If the Specified Currency of this Note is
other than U.S. Dollars (a "Foreign Currency Note"), the Com-
pany shall make payments of principal of and premium, if any,
and interest on Foreign Currency Notes in the applicable Speci-
fied Currency (or, if such Specified Currency is not at the
time of such payment legal tender for the payment of public and
private debts, in such other coin or currency of the country
which issued such Specified Currency as at the time of such
payment is legal tender for the payment of such debts). Sub-
ject to any election made by the Holder of this Note pursuant
to the next paragraph and unless otherwise specified on the
face of this Note, all payments by the Company on this Note
will be converted into U.S. Dollars by the Exchange Rate Agent
for payment to the Holder based on the highest bid quotation in
The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the
Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Company for the purchase by the quoting dealer
of the Specified Currency for United States dollars for settle-
ment on such payment date in the aggregate amount of the Speci-
fied Currency payable to all Holders of Foreign Currency Notes
scheduled to receive United States dollar payments and at which
the applicable dealer commits to execute a contract. All cur-
rency exchange costs will be deducted from such payments to the
Holder. If three such bid quotations are not available, pay-
ments will be made in the Specified Currency.
Election to Receive Payments in Specified Currency.
Unless otherwise specified in this Note, the Holder of this
Note may elect to receive payment of the principal of and pre-
mium, if any, and interest hereon in the Specified Currency by
submitting a written request for such payment to the Trustee at
its corporate trust office in The City of New York on or prior
<PAGE>
-16-
to the applicable Record Date or at least fifteen calendar days
prior to Maturity, as the case may be. Such written request
shall include appropriate and complete wire transfer instruc-
tions for an account at a bank outside the United States to
which payments made in such Specified Currency to such Holder
will be made. Such written request may be mailed or hand
delivered or sent by cable, telex or other form of facsimile
transmission. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of
any such revocation must be received by the Trustee on or prior
to the applicable Record Date or at least fifteen calendar days
prior to Maturity, as the case may be.
Payment Currency. If this Note is a Foreign Currency
Note and the Specified Currency is not available for the pay-
ment of principal or any premium or interest with respect to
this Note due to the imposition of exchange controls or other
circumstances beyond the control of the Company (other than in
the case where the Specified Currency is a currency of a Euro-
pean Community ("EC") member state and such currency is
replaced by the ECU, the Company may make such payment in U.S.
dollars on the basis of the Market Exchange Rate on the second
Business Day prior to such payment, or if such Market Exchange
Rate is not then available, on the basis of the most recently
available Market Exchange Rate. Any payment made under such
circumstances in U.S. dollars where the required payment is in
other than US dollars will not constitute an Event of Default
under the Indenture.
If payments of principal, premium or interest on this
Note are required to be made in any currency unit (other than
the ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond
the Company's control, then the Company shall make such pay-
ments in United States dollars until such currency unit is
again available. The amount of each payment in United States
dollars shall be computed on the basis of the Market Exchange
Rate on the second Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis
of the equivalent of the currency unit in United States dol-
lars, which shall be determined by the Company or its agent on
the following basis. The component currencies of the currency
unit for this purpose (the "Component Currencies" or, individu-
ally, a "Component Currency") shall be the currency amounts
that were components of the currency unit as of the last day on
which the currency unit was used. The equivalent of the cur-
rency unit in United States dollars shall be calculated by
<PAGE>
-17-
aggregating the United States dollar equivalents of the Compo-
nent Currencies. The United States dollar equivalent of each
of the Component Currencies shall be determined by the Company
or such agent on the basis of the most recently available Mar-
ket Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is
altered by way of combination or subdivision, the number of
units of the currency as a Component Currency shall be divided
or multiplied in the same proportion. If two or more Component
Currencies are consolidated into a single currency, the amounts
of those currencies as Component Currencies shall be replaced
by an amount in such single currency equal to the sum of the
amounts of the consolidated Component Currencies expressed in
such single currency. If any Component Currency is divided
into two or more currencies, the amount of the original Compo-
nent Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount
of the original Component Currency.
"Market Exchange Rate" means (A) with respect to a
Specified Currency that is the currency of a country other than
the United States, the noon U.S. dollar buying rate in The City
of New York for cable transfers for such Specified Currency on
the applicable date as determined by the Federal Reserve Bank
of New York, (B) with respect to a Specified Currency that is
the ECU, the exchange rate between the ECU and the U.S. dollar
reported for the applicable date by the Council of the European
Communities (the reports of which currently are based on the
rates in effect at 2:30 p.m., Brussels time, on the exchange
markets of the component currencies of the ECU) and (C) with
respect to a Specified Currency that is a Composite Currency
other than the ECU, the exchange rate specified in the appli-
cable Pricing Supplement for the applicable date.
ECU Notes. If this Note is denominated in ECU, the
following provisions shall apply:
If, in accordance with the Treaty on European Union
(the "Treaty"), the ECU becomes a currency in its own right,
all references to ECU in this Note shall be construed as refer-
ences to such currency. If any change in the composition of
the ECU is made in conformity with the Treaty and European Com-
munity ("EC") law, references to ECU in this Note shall refer
to the ECU as so changed. With respect to each due date for
the payment of principal of, or interest on, this Note on or
after the first business day in London on which the ECU is used
<PAGE>
-18-
neither as the unit of account of the EC nor as the currency of
the European Union, the Company shall choose a substitute cur-
rency (the "Chosen Currency"), which may be any currency which
was, on the last day on which the ECU was used as the unit of
account of the EC, a component currency of the ECU or U.S. dol-
lars, in which all payments due on or after that date with
respect to the Notes and coupons shall be made. The amount of
each payment in such Chosen Currency shall be computed on the
basis of the equivalent of the ECU in that currency, determined
as described below, as of the fourth business day in London
prior to the date on which such payment is due.
On the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the
currency of the European Union, the Company shall choose a Cho-
sen Currency in which all payments with respect to Notes and
coupons having a due date prior thereto but not yet presented
for payment are to be made. Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner
described in "Notices" below. The amount of each payment in
such Chosen Currency shall be computed on the basis of the
equivalent of the ECU in that currency, determined as described
below, as of such first business day.
The equivalent of the ECU in the relevant Chosen Cur-
rency as of any date (the "Day of Valuation") shall be deter-
mined by, or on behalf of, the Exchange Rate Agent on the fol-
lowing basis. The amounts and components composing the ECU for
this purpose (the "Components") shall be the amounts and compo-
nents that composed the ECU as of the last date on which the
ECU was used as the unit of account of the EC. The equivalent
of the ECU in the Chosen Currency shall be calculated by,
first, aggregating the U.S. dollar equivalents of the Compo-
nents; and then, in the case of a Chosen Currency other than
U.S. dollars, using the rate used for determining the U.S. dol-
lar equivalent of the Components in the Chosen Currency as set
forth below, calculating the equivalent in the Chosen Currency
of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components
shall be determined by, or on behalf of, the Exchange Rate
Agent on the basis of the middle spot delivery quotations pre-
vailing at 2:30 p.m. London time on the Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one
or more major banks, as selected by the Company, in the country
of issue of the Component Currency in question.
<PAGE>
-19-
If for any reason no direct quotations are available
for a Component as of a Day of Valuation from any of the banks
selected for this purpose, in computing the U.S. dollar equiva-
lent of such Component, the Exchange Rate Agent shall (except
as provided below) use the most recent direct quotations for
such Component obtained by it or on its behalf, provided that
such quotations were prevailing in the country of issue not
more than two Business Days before such Day of Valuation. If
such most recent quotations were so prevailing more than two
Business Days in the country of issue before such Day of Valua-
tion, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates
derived from the middle spot delivery quotations for such Com-
ponent Currency and for the U.S. dollar prevailing at 2:30 p.m.
London time on such Day of Valuation, as obtained by, or on
behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Company, in a country other than the
country of issue of such Component Currency. Notwithstanding
the foregoing, the Exchange Rate Agent shall determine the U.S.
dollar equivalent of such Component on the basis of such cross
rates if the Company or such agent judges that the equivalent
so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this
paragraph. Unless otherwise specified by the Company, if there
is more than one market for dealing in any Component Currency
by reason of foreign exchange regulations or for any other rea-
son, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of securities
denominated in such currency would purchase such currency in
order to make payments in respect of such securities.
Payments in the Chosen Currency will be made at the
specified office of a paying agent in the country of the Chosen
Currency, or, if none, or at the option of the holder, at the
specified office of any Paying Agent either by a check drawn
on, or by transfer to an account maintained by the holder with,
a bank in the principal financial center of the country of the
Chosen Currency.
All determinations referred to above made by, or on
behalf of, the Company or by, or on behalf of, the Exchange
Rate Agent shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and
binding on holders of Notes.
If, pursuant to the Treaty, all or some of the cur-
rencies of the member countries of the EC are replaced by the
<PAGE>
-20-
ECU as a currency in its own right, the payment of principal
of, or interest on, the Notes denominated in such currencies
may be effected in ECU in conformity with legally applicable
measures taken pursuant to the Treaty.
Exchange Rate Agent. Unless otherwise specified
herein, the Company has appointed Chemical Bank to act as its
agent (the "Exchange Rate Agent") for purposes of determining
any currency conversion rates applicable to this Note.
6. Bond Agents.
Initially, Chemical Bank will act as Paying Agent,
Transfer Agent, Registrar, Calculation Agent and Exchange Rate
Agent. The Company may change any Paying Agent, Transfer Agent
or Registrar without notice. The Company or any Affiliate may
act in any such capacity. Subject to certain conditions, the
Company may change the Trustee.
7. Optional Redemption.
If so specified on the face of this Note on or after
the Initial Redemption Date, the Company may redeem all the
Securities at any time or some of them from time to time during
the twelve months following the Initial Redemption Date at the
Initial Redemption Price and during each succeeding twelve-
month period at the redemption price in effect for the preced-
ing twelve months less the Reduction Percentage, but in no
event less than 100%, plus accrued interest to the redemption
date. If this Note is a Discount Note, the redemption prices
provided herein shall be percentages of Amortized Face Amount.
Initial Redemption Date:
Initial Redemption Price: %
Reduction Percentage: %
8. Mandatory Redemption.
This Note is not subject to any mandatory redemption
or sinking fund unless otherwise set forth herein.
9. Notice of Redemption.
Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each
holder of Notes to be redeemed at such holder's registered
address.
<PAGE>
-21-
10. Repayment at Option of Holder.
If so indicated on the face of this Note, the Holder
hereof may require the Company to repay this Note on the
Optional Repayment Dates and at the Optional Repayment Prices
set forth herein, plus accrued interest to the repayment date.
Optional Repayment Date Optional Repayment Price
Any repayment of this Note in part will be in incre-
ments of the minimum denomination in which this Note may be
issued; provided that any remaining principal amount of such
Note will be an authorized denomination of such Note.
For this Note to be repaid at the option of the
holder hereof, the Paying Agent must receive at the Corporate
Trust Office (or such other address of which the Company shall
from time to time notify the Holders) not more than 60 nor less
than 30 days prior to the date of repayment this Note with the
form entitled "Option to Elect Repayment" below duly completed.
Exercise of such repayment option by the holder hereof shall be
irrevocable.
In the event of repayment of this Note in part only,
a new Note or Notes for the amount of the unpaid portion hereof
shall be issued in the name of the holder hereof upon the can-
cellation hereof.
11. Discount Notes.
If this Note is a Discount Note, the amount payable
in the event of redemption, repayment or acceleration prior to
the Stated Maturity hereof shall be the Amortized Face Amount
of this Note as of the redemption date or the date of repay-
ment, as the case may be. The "Amortized Face Amount" of this
Note shall be the amount equal to (a) the Issue Price (as set
forth on the face hereof) plus (b) that portion of the differ-
ence 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 Note exceed its
principal amount.
<PAGE>
-22-
12. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons
in denominations of $1,000 and integral multiples of $1,000;
provided that if this Note is denominated in a Specified Cur-
rency other than U.S. dollars, then unless otherwise specified
on the face hereof it is issuable only in denominations of the
equivalent of U.S. $100,000 (rounded to an integral multiple of
1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of
such Specified Currency, as determined by reference to the Mar-
ket Exchange Rate on the Business Day immediately preceding the
Original Issue Date of this Note. The transfer of Securities
may be registered and Securities may be exchanged as provided
in the Indenture. The Transfer Agent may require a holder,
among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by
law or the Indenture. The Transfer Agent need not exchange or
register the transfer of any Security or portion of a Security
selected for redemption. Also, it need not exchange or regis-
ter the transfer of any Securities for a period of 15 days
before a selection of Securities to be redeemed.
13. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
14. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the holders of a
majority in principal amount of the securities of all series
affected by the amendment. Subject to certain exceptions, a
default on a series may be waived with the consent of the hold-
ers of a majority in principal amount of the series.
Without the consent of any Securityholder, the
Indenture or the Securities may be amended, among other things,
to cure any ambiguity, omission, defect or inconsistency; to
provide for assumption of Company obligations to Securityhold-
ers; or to make any change that does not materially adversely
affect the rights of any Securityholder.
<PAGE>
-23-
15. Successors.
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the Company
will be released from those obligations.
16. Defeasance Prior to Redemption or Maturity.
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of
principal and interest on the Securities to redemption or
maturity. U.S. Government Obligations are securities backed by
the full faith and credit of the United States of America or
certificates representing an ownership interest in such
Obligations.
17. Defaults and Remedies.
An Event of Default includes: default for 30 days in
payment of interest on the Securities; default in payment of
principal on the Securities; default by the Company for a spec-
ified period after notice to it in the performance of any of
its other agreements applicable to the Securities; certain
events of bankruptcy or insolvency; and any other Event of
Default provided for in the series. If an Event of Default
occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the Securities may declare the
principal of all the Securities to be due and payable
immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations,
holders of a majority in principal amount of the Securities may
direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any con-
tinuing default (except a default in payment of principal or
interest) if it determines that withholding notice is in their
interests. The Company must furnish an annual compliance cer-
tificate to the Trustee.
<PAGE>
-24-
18. Trustee Dealings with Company.
The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with
those persons, as if it were not Trustee.
19. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obli-
gations of the Company under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accept-
ing a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue
of the Securities.
20. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
21. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with right of survivorship and not as tenants in com-
mon), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
The Company will furnish to any Securityholder upon
written request and without charge a copy of the Indenture and
the Bond Resolution. Requests may be made to: Secretary, Gen-
eral Signal Corporation, High Ridge Park, Box 10010, Stamford,
CT 06904.
<PAGE>
-25-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay $_____ principal amount of the
within Note, pursuant to its terms, on the "Optional Repayment
Date" first occurring after the date of receipt of the within
Note as specified below, together with interest thereon accrued
to the date of repayment, to the undersigned at:
_______________________________________________________________
_______________________________________________________________
(Please Print or Type Name and Address of the Undersigned
and to issue to the undersigned, pursuant to the terms of the
Indenture, a new Note or Notes representing the remaining prin-
cipal amount of this Note.
For this Option to Elect Repayment to be effective,
this Note with the Option to Elect Repayment duly completed
must be received by the Company within the relevant time period
set foth above at the office of the Paying Agent.
Dated: _______________________________
Note: The signature to this
Option to Elect Repayment must
correspond with the name as writ-
ten upon the face of the within
Note in every particular without
alteration or enlargement or any
change whatsoever.
<PAGE>
-26-
_____________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfers) unto
Please Insert Social Security or Other
Identifying Number of Assignee
________________________________________
_____________________________________________________________________
_____________________________________________________________________
Please Print or Type Name and Address
Including Zip Code of Assignee
____________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
_________________________________________________________________ attorney
to transfer such Note on the books of the Company with full
power of substitution in the premises.
Dated: __________________ _______________________________
Signature
_______________________________
NOTICE: The signature to this
assignment must corresond with
the name as it appears upon the
face of the Note in every par-
ticular, without alteration or
enlargement or any change
whatsoever.
<PAGE>
Exhibit 2
Form of Fixed Rate Note
[Unless this certificate is presented by an authorized rep-
resentative of The Depository Trust Company (55 Water Street, New
York, New York) to the issuer or its agent for registration of trans-
fer or exchange or for payment, then this certificate shall be regis-
tered in the name of Cede & Co. (or such other name as may be
requested by an authorized representative of The Depository Trust
Company), and 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.
Unless and until this certificate is exchanged in whole or
in part for Notes in certificated form, this certificate may not be
transferred except as a whole by The Depository Trust Company to a
nominee thereof or by a nominee thereof to The Depository Trust Com-
pany or another nominee of The Depository Trust Company or by The
Depository Trust Company or any nominee to a successor depository or
nominee of such successor depository.]*
NO. _______ Principal Amount__________
CUSIP__________
GENERAL SIGNAL CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES A
(FIXED RATE)
General Signal Corporation promises to pay to
or registered assigns
the principal sum of in the Specified Currency
on the Maturity specified below.
Issue Price: Original Issue Date:
Interest Rate: Maturity:
Interest Payment Dates: Record Dates:
Specified Currency:
(If other than U.S. Dollars, see paragraph 4)
_________________________
* Include only if this Note is a global security.
<PAGE>
-2-
__ __
Optional Redemption: /_/ No / / Yes (see paragraph 6)
__ __
Optional Repayment: /_/ No / / Yes (see paragraph 9)
__ __
Amortizing Note: /_/ No / / Yes (see paragraph 7)
__ __
Discount Note: /_/ Yes / / No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Other Provisions:
Specify here any additional or different provisions applicable
to this Note, which may include any of the following:
1. provisions for indexing of principal or interest payments
2. provisions for extension of maturity
3. provisions for a change in Interest Rate prior to maturity
4. changes to any provision of this form of Note not appli-
cable to a particular Note
Dated: GENERAL SIGNAL CORPORATION
__________________________
Authenticated:
CHEMICAL BANK
Registrar
By __________________________
Authorized Officer
<PAGE>
-3-
General Signal Corporation
Medium-Term Senior Note, Series A
Further Provisions
1. Medium-Term Senior Notes, Series A
This Note is one of a series of duly authorized debt
securities of General Signal Corporation, a New York Corpora-
tion, (the "Company"), designated as its "Medium-Term Senior
Notes, Series A" (the "Securities") limited to an aggregate
initial offering price or purchase price of $300,000,000 or the
equivalent thereof in one or more foreign or currency units.
The Company issued the Securities under an Indenture
dated as of April 15, 1996 ("Indenture") between the Company and
Chemical Bank ("Trustee"). The terms of the Securities include
those stated in the Indenture and in the Bond Resolution creat-
ing the Securities and those made part of the Indenture by the
Trust Indenture Act of 1939, as amended (15 U.S. Code {{ 77aaa-77bbbb).
Securityholders are referred to the Indenture, the Bond Resolu-
tion and the Act for a statement of such terms.
2. Interest
The Company promises to pay interest on the principal
amount of this Security at the rate per annum shown above. The
Company will pay interest semiannually on January 15 and July
15 of each year commencing with the first such date after the
Original Issue Date. Unless otherwise specified herein, the
first payment of interest on any Note originally issued between
a record date and the related Interest Payment Date will be
made on the Interest Payment Date immediately following the
next succeeding record date. Interest on the Securities will
accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from Original Issue
Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
3. Method of Payment.
The Company will pay interest on the Securities to
the persons who are registered holders of Securities at the
close of business on the Record Rate for the next Interest Pay-
ment Date, except as otherwise provided in the Indenture.
Holders must surrender Securities to a Paying Agent to collect
<PAGE>
-4-
principal payments. If the Holder hereof is the Holder of U.S.
$10,000,000 (or the equivalent thereof in a currency other than
U.S. dollars determined as provided below) or more in aggregate
principal amount of Notes of like tenor and term, such U.S.
dollar interest payments will be made by wire transfer of imme-
diately available funds, but only if appropriate wire transfer
instructions have been received in writing by the Paying Agent
not less than fifteen calendar days prior to the applicable
Interest Payment Date. Unless the Specified Currency of this
Note is other than U.S. dollars, the Company will pay principal
and interest in money of the United States that at the time of
payment is legal tender for payment of public and private
debts. The Company may pay principal and interest by check
payable in such money. It may mail an interest check to a
holder's registered address.
If any payment of principal, premium or interest on
this Note is due on a day which is not a Business Day, the Com-
pany shall make such payment on the next succeeding Business
Day and no interest shall accrue on such payment from the
stated due date until such Business Day.
"Business Day" means any day, other than a Saturday
or Sunday, that is not a day on which banking institutions are
authorized or required by law, regulation or executive order to
be closed in (a) The City of New York or (b) if the Specified
Currency for this Note is other than United States dollars, the
principal financial center of the country issuing such Specified
Currency (which, in the case of European Currency Units ("ECUs"),
shall be Brussels, Belgium).
4. Foreign Currency Notes.
General. If the Specified Currency of this Note is
other than U.S. Dollars (a "Foreign Currency Note"), the Com-
pany shall make payments of principal of and premium, if any,
and interest on Foreign Currency Notes in the applicable Speci-
fied Currency (or, if such Specified Currency is not at the
time of such payment legal tender for the payment of public and
private debts, in such other coin or currency of the country
which issued such Specified Currency as at the time of such
payment is legal tender for the payment of such debts). Sub-
ject to any election made by the Holder of this Note pursuant
to the next paragraph and unless otherwise specified on the
face of this Note, all payments by the Company on this Note
will be converted into U.S. Dollars by the Exchange Rate Agent
for payment to the Holder based on the highest bid quotation in
<PAGE>
-5-
The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the
Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Company for the purchase by the quoting dealer
of the Specified Currency for United States dollars for settle-
ment on such payment date in the aggregate amount of the Speci-
fied Currency payable to all Holders of Foreign Currency Notes
scheduled to receive United States dollar payments and at which
the applicable dealer commits to execute a contract. All cur-
rency exchange costs will be deducted from such payments to the
Holder. If three such bid quotations are not available, pay-
ments will be made in the Specified Currency.
Election to Receive Payments in Specified Currency.
Unless otherwise specified in this Note, the Holder of this
Note may elect to receive payment of the principal of and pre-
mium, if any, and/or interest hereon in the Specified Currency
by submitting a written request for such payment to the Trustee
at its corporate trust office in The City of New York on or
prior to the applicable Record Date or at least fifteen calen-
dar days prior to the Maturity Date, as the case may be. Such
written request shall include appropriate and complete wire
transfer instructions for an account at a bank outside the
United States to which payments made in such Specified Currency
to such Holder will be made. Such written request may be
mailed or hand delivered or sent by cable, telex or other form
of facsimile transmission. Such election will remain in effect
until revoked by written notice to the Trustee, but written
notice of any such revocation must be received by the Trustee
on or prior to the applicable Record Date or at least fifteen
calendar days prior to the Maturity Date, as the case may be.
Payment Currency. If this Note is a Foreign Currency
Note and the Specified Currency is not available for the pay-
ment of principal or any premium or interest with respect to
this Note due to the imposition of exchange controls or other
circumstances beyond the control of the Company (other than in
the case where the Specified Currency is a currency of a Euro-
pean Community ("EC") member state and such currency is
replaced by the European Currency Unit ("ECU"), the Company may
make such payment in U.S. dollars on the basis of the Market
Exchange Rate on the second Business Day prior to such payment,
or if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. Any
payment made under such circumstances in U.S. dollars where the
<PAGE>
-6-
required payment is in other than U.S. dollars will not consti-
tute an Event of Default under the Indenture.
If payments of principal, premium or interest on this
Note are required to be made in any currency unit (other than
the ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond
the Company's control, then the Company shall make such pay-
ments in United States dollars until such currency unit is
again available. The amount of each payment in United States
dollars shall be computed on the basis of the Market Exchange
Rate on the second Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis
of the equivalent of the currency unit in United States dol-
lars, which shall be determined by the Company or its agent on
the following basis. The component currencies of the currency
unit for this purpose (the "Component Currencies" or, individu-
ally, a "Component Currency") shall be the currency amounts
that were components of the currency unit as of the last day on
which the currency unit was used. The equivalent of the cur-
rency unit in United States dollars shall be calculated by
aggregating the United States dollar equivalents of the Compo-
nent Currencies. The United States dollar equivalent of each
of the Component Currencies shall be determined by the Company
or such agent on the basis of the most recently available Mar-
ket Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is
altered by way of combination or subdivision, the number of
units of the currency as a Component Currency shall be divided
or multiplied in the same proportion. If two or more Component
Currencies are consolidated into a single currency, the amounts
of those currencies as Component Currencies shall be replaced
by an amount in such single currency equal to the sum of the
amounts of the consolidated Component Currencies expressed in
such single currency. If any Component Currency is divided
into two or more currencies, the amount of the original Compo-
nent Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount
of the original Component Currency.
"Market Exchange Rate" means (A) with respect to a
Specified Currency that is the currency of a country other than
the United States, the noon U.S. dollar buying rate in The City
of New York for cable transfers for such Specified Currency on
the applicable date as determined by the Federal Reserve Bank
of New York, (B) with respect to a Specified Currency that is
<PAGE>
-7-
the ECU, the exchange rate between the ECU and the U.S. dollar
reported for the applicable date by the Council of the European
Communities (the reports of which currently are based on the
rates in effect at 2:30 p.m., Brussels time, on the exchange
markets of the component currencies of the ECU) and (C) with
respect to a Specified Currency that is a Composite Currency
other than the ECU, the exchange rate specified in the appli-
cable Pricing Supplement for the applicable date.
ECU Notes. If this Note is denominated in ECU, the
following provisions shall apply:
If, in accordance with the Treaty on European Union
(the "Treaty"), the ECU becomes a currency in its own right,
all references to ECU in this Note shall be construed as refer-
ences to such currency. If any change in the composition of
the ECU is made in conformity with the Treaty and European Com-
munity ("EC") law, references to ECU in this Note shall refer
to the ECU as so changed. With respect to each due date for
the payment of principal of, or interest on, this Note on or
after the first business day in London on which the ECU is used
neither as the unit of account of the EC nor as the currency of
the European Union, the Company shall choose a substitute cur-
rency (the "Chosen Currency"), which may be any currency which
was, on the last day on which the ECU was used as the unit of
account of the EC, a component currency of the ECU or U.S. dol-
lars, in which all payments due on or after that date with
respect to the Notes and coupons shall be made. The amount of
each payment in such Chosen Currency shall be computed on the
basis of the equivalent of the ECU in that currency, determined
as described below, as of the fourth business day in London
prior to the date on which such payment is due.
On the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the
currency of the European Union, the Company shall choose a Cho-
sen Currency in which all payments with respect to Notes and
coupons having a due date prior thereto but not yet presented
for payment are to be made. Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner
described in "Notices" below. The amount of each payment in
such Chosen Currency shall be computed on the basis of the
equivalent of the ECU in that currency, determined as described
below, as of such first business day.
The equivalent of the ECU in the relevant Chosen Cur-
rency as of any date (the "Day of Valuation") shall be
<PAGE>
-8-
determined by, or on behalf of, the Exchange Rate Agent on the
following basis. The amounts and components composing the ECU
for this purpose (the "Components") shall be the amounts and
components that composed the ECU as of the last date on which
the ECU was used as the unit of account of the EC. The equiva-
lent of the ECU in the Chosen Currency shall be calculated by,
first, aggregating the U.S. dollar equivalents of the Compo-
nents; and then, in the case of a Chosen Currency other than
U.S. dollars, using the rate used for determining the U.S. dol-
lar equivalent of the Components in the Chosen Currency as set
forth below, calculating the equivalent in the Chosen Currency
of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components
shall be determined by, or on behalf of, the Exchange Rate
Agent on the basis of the middle spot delivery quotations pre-
vailing at 2:30 p.m. London time on the Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one
or more major banks, as selected by the Company, in the country
of issue of the Component Currency in question.
If for any reason no direct quotations are available
for a Component as of a Day of Valuation from any of the banks
selected for this purpose, in computing the U.S. dollar equiva-
lent of such Component, the Exchange Rate Agent shall (except
as provided below) use the most recent direct quotations for
such Component obtained by it or on its behalf, provided that
such quotations were prevailing in the country of issue not
more than two Business Days before such Day of Valuation. If
such most recent quotations were so prevailing more than two
Business Days in the country of issue before such Day of Valua-
tion, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates
derived from the middle spot delivery quotations for such Com-
ponent Currency and for the U.S. dollar prevailing at 2:30 p.m.
London time on such Day of Valuation, as obtained by, or on
behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Company, in a country other than the
country of issue of such Component Currency. Notwithstanding
the foregoing, the Exchange Rate Agent shall determine the U.S.
dollar equivalent of such Component on the basis of such cross
rates if the Company or such agent judges that the equivalent
so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this
paragraph. Unless otherwise specified by the Company, if there
is more than one market for dealing in any Component Currency
by reason of foreign exchange regulations or for any other
<PAGE>
-9-
reason, the market to be referred to in respect of such cur-
rency shall be that upon which a non-resident issuer of securi-
ties denominated in such currency would purchase such currency
in order to make payments in respect of such securities.
Payments in the Chosen Currency will be made at the
specified office of a paying agent in the country of the Chosen
Currency, or, if none, or at the option of the holder, at the
specified office of any Paying Agent either by a check drawn
on, or by transfer to an account maintained by the holder with,
a bank in the principal financial center of the country of the
Chosen Currency.
All determinations referred to above made by, or on
behalf of, the Company or by, or on behalf of, the Exchange
Rate Agent shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and
binding on holders of Notes.
If, pursuant to the Treaty, all or some of the cur-
rencies of the member countries of the EC are replaced by the
ECU as a currency in its own right, the payment of principal
of, or interest on, the Notes denominated in such currencies
may be effected in ECU in conformity with legally applicable
measures taken pursuant to the Treaty.
Exchange Rate Agent. Unless otherwise specified
herein, the Company has appointed Chemical Bank to act as its
agent (the "Exchange Rate Agent") for purposes of determining
any currency conversion rates applicable to this Note.
5. Bond Agents.
Initially, Chemical Bank will act as Paying Agent,
Transfer Agent, Registrar, and Exchange Rate Agent. The Com-
pany may change any Paying Agent, Transfer Agent Registrar or
Exchange Rate Agent without notice. The Company or any Affili-
ate may act in any such capacity. Subject to certain condi-
tions, the Company may change the Trustee.
6. Optional Redemption.
If so specified on the face of this Note, on or after
the Initial Redemption Date, the Company may redeem all the
Securities at any time or some of them from time to time during
the twelve months following the Initial Redemption Date at the
Initial Redemption Price and during each succeeding twelve-
<PAGE>
-10-
month period at the redemption price in effect for the preced-
ing twelve months less the Reduction Percentage, but in no
event less than 100%, plus accrued interest to the redemption
date. If this Note is a Discount Note, the redemption prices
provided herein shall be percentages of Amortized Face Amount.
Initial Redemption Date:
Initial Redemption Price: %
Reduction Percentage: %
7. Mandatory Redemption.
This Note is not subject to any mandatory redemption
or sinking fund unless the face hereof indicates that this Note
is an Amortizing Note. If this Note is an Amortizing Note,
then the Company shall redeem on the redemption dates stated
below the principal amounts of this Note stated below at the
applicable redemption price.
Redemption Price
Principal Amount to (percentage of
Redemption Date be Redeemed principal amount)
8. Notice of Redemption.
Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each
holder of Securities to be redeemed at his registered address.
9. Repayment at Option of Holder.
If so indicated on the face of this Note, the Holder
hereof may require the Company to repay this Note on the
Optional Repayment Dates and at the Optional Repayment Prices
set forth herein, plus accrued interest to the repayment date.
<PAGE>
-11-
Optional Repayment Date Optional Repayment Price
Any repayment of this Note in part will be in incre-
ments of the minimum denomination in which this Note may be
issued; provided that any remaining principal amount of such
Note will be an authorized denomination of such Note.
For this Note to be repaid at the option of the
holder hereof, the Paying Agent must receive at the Corporate
Trust Office (or such other address of which the Company shall
from time to time notify the Holders) not more than 60 nor less
than 30 days prior to the date of repayment this Note with the
form entitled "Option to Elect Repayment" below duly completed.
Exercise of such repayment option by the holder hereof shall be
irrevocable.
In the event of repayment of this Note in part only,
a new Note or Notes for the amount of the unpaid portion hereof
shall be issued in the name of the holder hereof upon the can-
cellation hereof.
10. Discount Notes.
If this Note is a Discount Note, the amount payable
in the event of redemption, repayment or acceleration prior to
the Stated Maturity hereof shall be the Amortized Face Amount
of this Note as of the redemption date or the date of repay-
ment, as the case may be. The "Amortized Face Amount" of this
Note shall be the amount equal to (a) the Issue Price (as set
forth on the face hereof) plus (b) that portion of the differ-
ence 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 Note exceed its
principal amount.
<PAGE>
-12-
11. Denominations, Transfer, Exchange.
This Note is issued in registered form without cou-
pons in denominations of $1,000 and integral multiples of
$1,000; provided that if this Note is denominated in a Speci-
fied Currency other than U.S. dollars then unless otherwise
specified on the face hereof it is issuable only in denomina-
tions of the equivalent of U.S. $100,000 (rounded to an inte-
gral multiple of 1,000 units of such Specified Currency), or
any amount in excess thereof which is an integral multiple of
1,000 units of such Specified Currency, as determined by refer-
ence to the Market Exchange Rate on the Business Day immedi-
ately preceding the Original Issue Date of this Note. The
transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Transfer Agent may
require a holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and
fees required by law or the Indenture. The Transfer Agent need
not exchange or register the transfer of any Security or por-
tion of a Security selected for redemption. Also, it need not
exchange or register the transfer of any Securities for a
period of 15 days before a selection of Securities to be
redeemed.
12. Extension of Maturity.
If so indicated on the face of this Note, the Company
has the option to extend the Original Maturity Date hereof for
one or more periods of one or more whole years (each an "Exten-
sion Period") up to but not beyond the Final Maturity Date
specified on the face hereof and in connection therewith to
establish a new interest rate and new redemption provisions for
the Extension Period.
The Company may exercise such option by notifying the
Paying Agent of such exercise at least 45 but not more than 60
days prior to the Original Maturity Date or, if the maturity
hereof has already been extended, prior to the maturity date
then in effect (an "Extended Maturity Date"), such notice to be
accompanied by the form of the Extension Notice referred to
below. No later than 38 days prior to the Original Maturity
Date or an Extended Maturity Date, as the case may be (each, a
"Maturity Date"), the Paying Agent will mail to the holder
hereof a notice (the "Extension Notice") relating to such
Extension Period, first class mail postage prepaid, setting
forth (a) the election of the Company to extend the maturity of
this Note, (b) the new Extended Maturity Date; (c) the interest
<PAGE>
-13-
rate applicable to the Extension Period; and (d) the provi-
sions, if any, for redemption during the Extension Period,
including the date or dates on which, the period or periods
during which and the price or prices at which such redemption
may occur during the Extension Period. Upon the mailing by the
Paying Agent of an Extension Notice to the holder of this Note,
the maturity hereof shall be extended automatically, and,
except as modified by the Extension Notice and as described in
the next paragraph, this Note will have the same terms it had
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 10:00
a.m., New York City time, on the twentieth calendar day prior
to the Maturity Date in effect immediately preceding the mail-
ing of the applicable Extension Notice (or if such day is not a
Business Day, not later than 10:00 a.m., New York City time, on
the immediately succeeding Business Day), the Company may, at
its option, revoke the interest rate provided for in such
Extension Notice and establish a higher interest rate for the
Extension Period by causing the Paying Agent to send notice of
such higher interest rate to the holder of this Note by first
class mail, postage prepaid, or by such other means as shall be
agreed between the Company and the Paying Agent. Such notice
shall be irrevocable. All Notes with respect to which the
Maturity Date is extended in accordance with an Extension
Notice will bear such higher interest rate for the Extension
Period, whether or not tendered for repayment.
If the Company elects to extend the maturity hereof,
the holder of this Note will have the option to require the
Company to repay this Note on the Maturity Date in effect imme-
diately preceding the mailing of the applicable Extension
Notice at a price equal to the principal amount hereof plus any
accrued and unpaid interest to such date. In order for this
Note to be so repaid on such Maturity Date, the holder hereof
must follow the procedures set forth above for optional repay-
ment, except that the period for delivery of this Note or noti-
fication to the Paying Agent shall be at least 25 but not more
than 35 days prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice and
except that if the holder hereof has tendered this Note for
repayment pursuant to this paragraph he may, by written notice
to the Paying Agent, revoke any such tender for repayment until
3:00 p.m. New York City time, on the twentieth calendar day
prior to the Maturity Date then in effect (or, if such day is
not a Business Day, until 3:00 p.m., New York City time, on the
immediately succeeding Business Day).
<PAGE>
-14-
13. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
14. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the holders of a
majority in principal amount of the securities of all series
affected by the amendment. Subject to certain exceptions, a
default on a series may be waived with the consent of the hold-
ers of a majority in principal amount of the series.
Without the consent of any Securityholder, the
Indenture or the Securities may be amended, among other things,
to cure any ambiguity, omission, defect or inconsistency; to
provide for assumption of Company obligations to Securityhold-
ers; or to make any change that does not materially adversely
affect the rights of any Securityholder.
15. Successors.
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the Company
will be released from those obligations.
16. Defeasance Prior to Redemption or Maturity.
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of
principal and interest on the Securities to redemption or
maturity. U.S. Government Obligations are securities backed by
the full faith and credit of the United States of America or
certificates representing an ownership interest in such
Obligations.
17. Defaults and Remedies.
An Event of Default includes: default for 30 days in
payment of interest on the Securities; default in payment of
principal on the Securities; default by the Company for a spec-
ified period after notice to it in the performance of any of
its other agreements applicable to the Securities; certain
events of bankruptcy or insolvency; and any other Event of
<PAGE>
-15-
Default provided for in the series. If an Event of Default
occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the Securities may declare the
principal of all the Securities to be due and payable
immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations,
holders of a majority in principal amount of the Securities may
direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any con-
tinuing default (except a default in payment of principal or
interest) if it determines that withholding notice is in their
interests. The Company must furnish an annual compliance cer-
tificate to the Trustee.
18. Trustee Dealings with Company.
The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with
those persons, as if it were not Trustee.
19. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obli-
gations of the Company under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accept-
ing a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue
of the Securities.
20. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
21. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with right of survivorship and not as tenants in
<PAGE>
-16-
common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to
Minors Act).
The Company will furnish to any Securityholder upon
written request and without charge a copy of the Indenture and
the Bond Resolution. Requests may be made to: Secretary, Gen-
eral Signal Corporation, High Ridge Park, Box 10010, Stamford,
CT 06904.
<PAGE>
-17-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay $_____ principal amount of the
within Note, pursuant to its terms, on the "Optional Repayment
Date" first occurring after the date of receipt of the within
Note as specified below, together with interest thereon accrued
to the date of repayment, to the undersigned at:
_________________________________________________________________
_________________________________________________________________
(Please Print or Type Name and Address of the Undersigned
and to issue to the undersigned, pursuant to the terms of the
Indenture, a new Note or Notes representing the remaining prin-
cipal amount of this Note.
For this Option to Elect Repayment to be effective,
this Note with the Option to Elect Repayment duly completed
must be received by the Company within the relevant time period
set forth above at the office of the Paying Agent.
Dated: ________________________________
Note: The signature to this
Option to Elect Repayment must
correspond with the name as writ-
ten upon the face of the within
Note in every particular without
alteration or enlargement or any
change whatsoever.
<PAGE>
-18-
_____________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfers) unto
Please Insert Social Security or Other
Identifying Number of Assignee
________________________________________
_________________________________________________________________
_________________________________________________________________
Please Print or Type Name and Address
Including Zip Code of Assignee
________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
_________________________________________________________________ attorney
to transfer such Note on the books of the Company with full
power of substitution in the premises.
Dated: __________________ _______________________________
Signature
_______________________________
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the Note in every par-
ticular, without alteration or
enlargement or any change
whatsoever.
<PAGE>
-3-
Exhibit 3
Series A Securities
Supplemental Terms
In addition to the terms set forth in Exhibits 1
and 2 to Bond Resolution No. 1, the Series A Securities shall
have the following terms:
Section 1. Definitions. Capitalized terms used and
not defined herein shall have the meaning given such terms in
the Indenture. The following are additional definitions appli-
cable to the Series A Securities:
"Depositary" means, with respect to the Series A
Securities issued as one or more global Securities,
The Depository Trust Company, New York, New York, or
any successor thereto registered under the Securities
Exchange Act of 1934, as amended, or other applicable
statute or regulation.
Section 2. Securities Issuable as Global Securities.
(a) The Series A Securities may be issued in the form of one or
more permanent global Securities. Each global Security shall
bear a legend substantially to the following effect:
"Unless this certificate is presented by an autho-
rized representative of The Depository Trust Company,
a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange or pay-
ment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representa-
tive of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein."
(b) If at any time (i) the Depositary with respect
to any Series A Security notifies the Company that it is
unwilling or unable to continue as Depositary for such global
Securities or (ii) the Depositary for any global Series A Secu-
rity shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other
<PAGE>
-4-
applicable statute or regulation, the Company shall appoint a
successor Depositary with respect to such global Securities.
If a successor Depositary for such global Securities is not
appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility,
the Transfer Agent shall register the exchange of such global
Securities for an equal principal amount of Registered Securi-
ties in the manner provided in Section 2.07 of the Indenture.
(c) The Transfer Agent shall register the transfer
or exchange of a global Security for Registered Securities pur-
suant to Section 2.07 of the Indenture if (i) a Default or
Event of Default shall have occurred and be continuing with
respect to the Series A Securities or (ii) the Company deter-
mines that the Series A Securities shall no longer be repre-
sented by global Securities.
(d) In any exchange provided for in the preceding
paragraphs (b) or (c), the Company will execute and the Regis-
trar will authenticate and deliver Registered Securities. Reg-
istered Securities issued in exchange for a global Security
shall be in such names and denominations as the Depositary for
such global Security shall instruct the Registrar. The Regis-
trar shall deliver such Registered Securities to the persons in
whose names such Securities are so registered.
GENERAL SIGNAL CORPORATION
Bond Resolution No. 1
Medium-Term Subordinated Notes, Series A
The actions described below are taken by the under-
signed officers of General Signal Corporation ("Company") pur-
suant to Board resolutions adopted as of February 3, 1994 and
Section 2.01 of the Indenture dated as of April 15, 1996
("Indenture"), between the Company and The Chase Manhattan
Bank, N.A., trustee. Terms used herein and not defined have
the same meanings as in the Indenture.
RESOLVED, that a new series of Securities is autho-
rized as follows:
1. The title of the series is "Medium-Term Subordi-
nated Notes, Series A" ("Series A").
2. The Series A Securities may be substantially in
the form of Exhibit 1 hereto if issued with a variable or
floating interest rate and Exhibit 2 hereof if issued with a
fixed interest rate, together, in each case with such inser-
tions, additions and deletions as are appropriate to reflect
the terms of a particular Security of Series A.
3. Each Series A Security may have such terms as
are set forth in Exhibits 1 and 2 hereto as are applicable to
such security and shall have such other terms as are set forth
<PAGE>
-2-
in the instrument evidencing such Series A Security. Different
Securities of Series A may have different terms.
4. The Series A Securities that are to be issued as
global Securities shall have the additional terms set forth in
Exhibit 3 hereto.
5. The Series A Securities shall have such terms
and shall be sold on terms determined from time to time by any
two of the Chief Executive Officer, President, Chief Financial
Officer or Treasurer of the Company or by any one of such
officers and by any one of the Secretary, any Assistant Secre-
tary or any Assistant Treasurer of the Company. The signature
of such officers on a Security of Series A shall constitute
such approval.
This bond resolution shall be effective as of
April 30, 1996.
Dated: April 30, 1996 /s/ Terence D. Martin
-----------------------------
Terence D. Martin
Executive Vice President
and Chief Financial Officer
/s/ Julian B. Twombly
-----------------------------
Julian B. Twombly
Vice President and Treasurer
<PAGE>
Exhibit 1
Form of Floating Rate Note
[Unless this certificate is presented by an authorized rep-
resentative of The Depository Trust Company (55 Water Street, New
York, New York) to the issuer or its agent for registration of trans-
fer or exchange or for payment, then this certificate shall be regis-
tered in the name of Cede & Co. (or such other name as may be
requested by an authorized representative of The Depository Trust
Company), and 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.
Unless and until this certificate is exchanged in whole or
in part for Notes in certificated form, this certificate may not be
transferred except as a whole by The Depository Trust Company to a
nominee thereof or by a nominee thereof to The Depository Trust Com-
pany or another nominee of The Depository Trust Company or by The
Depository Trust Company or any nominee to a successor depository or
nominee of such successor depository.]1
NO. _______ Principal Amount__________
CUSIP__________
GENERAL SIGNAL CORPORATION
MEDIUM-TERM SUBORDINATED NOTE, SERIES A
(FLOATING RATE)
General Signal Corporation promises to pay to
or registered assigns
the principal sum of in the Specified Currency
on the Maturity specified below.
Original Issue Date: Initial Interest Rate:
Maturity: Interest Payment Dates:
Specified Currency: Record Dates:
__ __ __
Base Rate: /_/ CD Rate /_/ Commercial Paper Rate /_/ Federal Funds Rate
__ __ __ __
/ / LIBOR / / Prime Rate /_/ Treasury Rate / / Other
__
/ / CMT Rate (see paragraph 3)
Interest Reset Period: Index Maturity:
Spread Multiplier: Spread:
_________________________
1 Include only if this Note is a global security.
<PAGE>
-2-
Maximum Interest Rate: % Minimum Interest Rate: %
__ __
Optional Redemption: /_/ No / / Yes (see paragraph 6)
__ __
Optional Repayment: /_/ No / / Yes (see paragraph 8)
__ __
Discount Note: /_/ Yes / / No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Other Provisions:
Specify here any additional or different provisions applicable
to this Note, which may include any of the following:
1. provisions for indexing of principal or interest payments
2. provisions for resets of spreads or spread multipliers
3. provisions for extension of maturity
4. changes to any provision of this form of Note not appli-
cable to a particular Note
Dated: GENERAL SIGNAL CORPORATION
__________________________
Authenticated:
THE CHASE MANHATTAN BANK, N.A.
Registrar
By __________________________
Authorized Signature
<PAGE>
-3-
General Signal Corporation
Medium-Term Subordinated Note, Series A
Further Provisions
1. Medium-Term Subordinated Notes, Series A
[This Note is one of a series of duly authorized debt
securities of General Signal Corporation, a New York Corpora-
tion, (the "Company"), designated as its "Medium-Term Subordi-
nated Notes, Series A" (the "Securities") limited to an aggre-
gate initial offering price or purchase price of $300,000,000
or the equivalent thereof in one or more foreign or currency
units.
The Company issued the Securities under an Indenture
dated as of April 15, 1996 ("Indenture") between the Company and
The Chase Manhattan Bank, N.A. ("Trustee"). The terms of the
Securities include those stated in the Indenture and in the
Bond Resolution creating the Securities and those made part of
the Indenture by the Trust Indenture Act of 1939, as amended
(15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred
to the Indenture, the Bond Resolution and the Act for a statement
of such terms.]
2. Interest
General. The Company promises to pay interest on the
principal amount of this Note at a floating rate per annum cal-
culated as herein provided.
Interest on this Note will accrue at the Initial
Interest Rate from the Original Issue Date to the first Inter-
est Reset Date following the Original Issue Date and shall bear
interest thereafter for each Interest Reset Period by reference
to the Base Rate specified on the face hereof, plus or minus
the Spread, if any, and multiplied by the Spread Multiplier, if
any, specified on the face hereof. If the interest rate so
calculated for any Interest Reset Period (i) would be less than
the Minimum Interest Rate, if any, specified on the face
hereof, then this Note shall bear interest at the Minimum
Interest Rate for such Interest Reset Period, (ii) would be
greater than the Maximum Interest Rate, if any, specified on
the face hereof, then this Note shall bear interest for such
Interest Reset Period at the Maximum Interest Rate. The Mini-
mum Interest Rate and Maximum Interest Rate if set forth on the
<PAGE>
-4-
face hereof are expressed as rates per annum on a simple inter-
est basis. The interest rate on this Note 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.
Interest Reset Period. The interest rate hereon will
be reset daily, weekly, monthly, quarterly, semiannually or
annually (such period being the "Interest Reset Period" speci-
fied on the face hereof, and the first day of each Interest
Reset Period being an "Interest Reset Date"). Unless otherwise
specified on the face hereof, the Interest Reset Dates will be,
if this Note resets daily, each Business Day; if this Note
(unless the Base Rate for this Note is the Treasury Rate (a
"Treasury Rate Note")) resets weekly, Wednesday of each week;
if this Note is a Treasury Rate Note that resets weekly, Tues-
day of each week (except as provided in paragraph 3 below under
"Treasury Rate"); if this Note resets monthly, the third
Wednesday of each month; if this Note resets quarterly, the
third Wednesday of March, June, September and December of each
year; if this Note resets semiannually, the third Wednesday of
the two months of each year specified on the face hereof; and
if this Note resets annually, the third Wednesday of the month
of each year specified on the face hereof. If any Interest
Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next suc-
ceeding Business Day, except that if the Base Rate specified on
the face hereof is LIBOR and such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be
the immediately preceding Business Day.
"Business Day" means any day, other than a Saturday
or Sunday, that is (i) not a day on which banking institutions
are authorized or required by law, regulation or executive order
to be closed in (a) The City of New York or (b) if the Specified
Currency for this Note is other than United States dollars, the
principal financial center of the country issuing such Specified
Currency (which, in the case of European Currency Units ("ECUs"),
shall be Brussels, Belgium) and (ii) if such Note is a LIBOR Note
(as defined below), also a London Banking Day.
"London Banking Day" Note means any day on which
dealings in deposits in U.S. Dollars are transacted in the Lon-
don interbank market.
Calculation of Interest. Unless otherwise specified
on the face hereof, the interest payable hereon on each
<PAGE>
-5-
Interest Payment Date shall be the accrued interest from and
including the Original Issue Date or the last date to which
interest has been paid, as the case may be, to but excluding
such Interest Payment Date, Maturity, or date of redemption or
repayment, as the case may be, provided, however, that if the
interest rate is reset daily or weekly, the interest payable
hereon shall be the accrued interest from and including the
Original Issue Date or from but excluding the last date to
which interest has been accrued and paid, as the case may be,
through and including the Record Date immediately preceding
such Interest Payment Date, except that, at Maturity, or date
of redemption or repayment, the interest payable will include
interest accrued to, but excluding, such date. Accrued inter-
est shall be calculated by multiplying the principal amount (or
Face Amount if the face of this Note specifies that it is an
Indexed Note) 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 (expressed
as a decimal) for each such day is computed by dividing the
interest rate in effect on such day by 360 if the Base Rate
specified on the face hereof is the Commercial Paper Rate, the
Prime Rate, the Federal Funds Rate, the CD Rate or LIBOR, or by
the actual number of days in the year, if the Base Rate speci-
fied on the face hereof is the Treasury Rate or CMT Rate. For
purposes of making the foregoing calculation, the interest rate
in effect on any Interest Reset Date will be the applicable
rate as reset on such date. Unless otherwise specified on the
face hereof, all percentages resulting from any calculation of
the rate of interest hereof will be rounded, if necessary, to
the nearest 1/100,000 of 1% (.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
.005 of a unit being rounded upward).
Interest Payment Dates. Unless otherwise specified
on the face hereof, interest will be payable, if this Note
resets daily, 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 specified on the face hereof; if this
Note resets quarterly, on the third Wednesday of March, June,
September and December of each year; if this Note resets semi-
annually, on the third Wednesday of the two months of each year
specified on the face hereof; and if this Note resets annually,
on the third Wednesday of the month of each year specified on
the face hereof (each such day being an "Interest Payment
<PAGE>
-6-
Date") and in each case at Maturity or earlier redemption or
repayment. If an Interest Payment Date (other than at Maturity
or earlier redemption or repayment) would otherwise fall on a
day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day, except
that if the Base Rate specified on the face hereof is LIBOR and
such Business Day is in the next succeeding calendar month,
such Interest Payment Date shall be the immediately preceding
Business Day. If the Maturity or date of redemption or repay-
ment would otherwise fall on a day that is not a Business Day,
the required payment of principal, premium, if any, and/or
interest will be made on the next succeeding Business Day as if
made on the date such payment was due, and no interest shall
accrue on such payment for the period from and after the Matur-
ity to the date of such payment on the next succeeding Business
Day.
Calculation Agent. Unless otherwise specified on the
face hereof, the Company has appointed Chemical Bank to calcu-
late the interest rates on this Note (the "Calculation Agent").
At the request of the Holder, the Calculation Agent will pro-
vide the interest rate then in effect and, if determined, the
interest rate that will become effective on the next Interest
Reset Date. All determinations of interest rates by the Calcu-
lation Agent shall, in the absence of manifest error, be con-
clusive for all purposes and binding on the Holder hereof.
Unless otherwise specified on the face hereof, the "Calculation
Date," if applicable, pertaining to any Interest Reset Date
will be the earlier of (i) the tenth calendar day after such
Interest Reset Date, or, if such day is not a Business Day, the
next succeeding Business Day or (ii) the Business Day immedi-
ately preceding the applicable Interest Payment Date or the
Maturity, as the case may be.
3. Definition of Base Rates
Unless otherwise provided on the face of this Note,
the Base Rate shall be calculated with reference to the Spread
on Spread Multiplier, if any, and subject to the Minimum Inter-
est Rate and Maximum Interest Rate, if any, specified on the
face of this Note and in accordance with the applicable defini-
tion below:
"CD Rate" for each Interest Reset Period shall be the
rate as of the second Business Day prior to the Interest Reset
Date for such Interest Reset Period (a "CD Rate Determination
Date") for negotiable certificates of deposit having the Index
<PAGE>
-7-
Maturity specified on the face hereof as published in H.15(519)
under the heading "CDs (Secondary Market)." In the event that
such rate is not published prior to 3:00 p.m., New York City
time, on the Calculation Date pertaining to such CD Rate Deter-
mination Date, then the "CD Rate" for such Interest Reset
Period will be the rate on such CD Rate Determination Date for
negotiable certificates of deposit of the Index Maturity speci-
fied on the face hereof as published in the Composite Quota-
tions under the heading "Certificates of Deposit." If by 3:00
p.m., New York City time, on such Calculation Date such rate is
not yet published in either H.15(519) or Composite Quotations,
then the "CD Rate" for such Interest Reset Period will be cal-
culated 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 CD Rate 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 (in the market for negotiable certif-
icates of deposit) with a remaining maturity closest to the
Index Maturity on the face hereof in a denomination of
$5,000,000, provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the CD Rate for such
Interest Reset Period will be the same as the CD Rate for the
immediately preceding Interest Reset Period (or, if there was
no such Interest Reset Period, the Initial Interest Rate).
"H.15 (519)" means the publication entitled "Statis-
tical Release H.15 (519), 'Selected Interest Rates,'" or any
successor publication, published by the Board of Governors of
the Federal Reserve System. "Composite Quotations" means the
daily statistical release entitled "Composite 3:30 p.m. Quota-
tions for U.S. Government Securities" published by the Federal
Reserve Bank of New York.
"Commercial Paper Rate" for each Interest Reset
Period will be determined by the Calculation Agent as of the
second Business Day prior to the Interest Reset Date for such
Interest Reset Period (a "Commercial Paper Rate Determination
Date") and shall be the Money Market Yield (as defined below)
on such Commercial Paper Rate Determination Date of the rate
for commercial paper having the Index Maturity specified on the
face hereof, as such rate shall be published in H.15(519) under
the heading "Commercial Paper." In the event that such rate is
not published prior to 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Commercial Paper Rate
<PAGE>
-8-
Determination Date, then the Commercial Paper Rate for such
Interest Reset Period shall be the Money Market Yield on such
Commercial Paper Rate Determination Date of the rate for com-
mercial paper of the Index Maturity specified on the face
hereof as published in Composite Quotations under the heading
"Commercial Paper." If by 3:00 p.m., New York City time, on
such Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, then the Commercial Paper
Rate for such Interest Reset Period 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 Commercial Paper Rate Deter-
mination Date of three leading dealers of commercial paper in
The City of New York selected by the Calculation Agent for com-
mercial paper of the Index Maturity specified on the face
hereof placed for an industrial issuer whose bonds are rated
"AA" or the equivalent by 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 Commercial Paper Rate
for such Interest Reset Period will be the same as the Commer-
cial Paper Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the
Initial Interest Rate).
"Money Market Yield" shall be the 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 commer-
cial paper quoted on a bank discount basis and expressed as a
decimal, and "M" refers to the actual number of days in the
period for which interest is being calculated.
"Federal Funds Rate" for each Interest Reset Period
shall be the effective rate on the second Business Day prior to
the Interest Reset Date for such Interest Reset Period (a "Fed-
eral Funds Rate Determination Date") for federal funds as pub-
lished in H.15(519) under the heading "Federal Funds (Effec-
tive)." In the event that such rate is not published prior to
3:00 p.m., New York City time, on the Calculation Date pertain-
ing to such Federal Funds Rate Determination Date, the Federal
Funds Rate for such Interest Reset Period shall be the rate on
such Federal Funds Rate Determination Date as published in Com-
posite Quotations under the heading "Federal Funds/Effective
Rate." If by 3:00 p.m., New York City time, on such
<PAGE>
-9-
Calculation Date, such rate is not yet published in either
H.15(519) or Composite Quotations, then the Federal Funds Rate
for such Interest Reset Period shall be calculated by the Cal-
culation Agent and will be the arithmetic mean of the rates for
the last transaction in overnight United States dollar federal
funds arranged by three leading brokers of federal funds trans-
actions in The City of New York (which may include the Calcula-
tion Agent) selected by the Calculation Agent prior to
9:00 a.m., New York City time, on such Federal Funds Rate
Determination Date; provided, however, that if the brokers so
selected by the Calculation Agent are not quoting as mentioned
in this sentence, the Federal Funds Rate as of such Federal
Funds Rate Determination Date will be the Federal Funds Rate in
effect on such Federal Funds Rate Determination Date.
"LIBOR" means the determination by the Calculation
Agent in accordance with the following provisions:
(i) With respect to a LIBOR Interest Determination
Date (as defined below), either, as specified on the face
hereof: (a) the arithmetic mean of the offered rates for
deposits in U.S. dollars for the period of the Index
Maturity specified on the face hereof commencing on the
second London Banking Day immediately following such LIBOR
Interest Determination Date, which appears on the Reuters
Screen LIBO Page as of 11:00 a.m., London time, on the
LIBOR Interest Determination Date, if at least two such
offered rates appear on the Reuters Screen LIBO Page
("LIBOR Reuters"), or (b) the rate for deposits in U.S.
dollars having the Index Maturity designated on the face
hereof, commencing on the second London Banking Day imme-
diately following that LIBOR Interest Determination Date,
that appears on the Telerate Page 3750 as of 11:00 a.m.,
London time, on that LIBOR Interest Determination Date
("LIBOR Telerate"). Unless otherwise indicated on the
face hereof, "Reuters Screen LIBO Page" means the display
designated as Page "LIBO" on the Reuters Monitor Money
Rate 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). "Telerate Page
3750" means the display designated as page "3750" on the
Telerate Service (or such other page as may replace the
3750 page on that service or such other service or ser-
vices as may be nominated by the British Bankers' Associa-
tion (the "Association") for the purpose of displaying
London interbank offered rates for U.S. dollar deposits).
If neither LIBOR Reuters nor LIBOR Telerate is specified
<PAGE>
-10-
in the applicable Pricing Supplement, LIBOR will be deter-
mined as if LIBOR Telerate has been specified. In the
case where (a) above applies, if fewer than two offered
rates appear on the Reuters Screen LIBO Page, or, in the
case where (b) above applies if no rate appears on the
Telerate Page 3750, as applicable, LIBOR in respect of
that LIBOR Interest Determination Date will be determined
as if the parties had specified the rate described in (ii)
below.
(ii) With respect to a LIBOR Interest Determination
Date on which this provision applies, LIBOR will be deter-
mined on the basis of the rates at which deposits in U.S.
dollars having the Index Maturity designated on the face
hereof are offered at approximately 11:00 a.m., London
time, on such LIBOR Interest Determination Date by four
major banks ("Reference Banks") in the London interbank
market selected by the Calculation Agent to prime banks in
the London interbank market commencing on the second London
Banking Day immediately following such LIBOR Interest
Determination Date and in a principal amount of not less
than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. The Calculation
Agent will request the principal London office of each of
the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, LIBOR for
such LIBOR Interest Determination Date will be the arith-
metic mean of such quotations. If fewer than two quota-
tions are provided, LIBOR for such LIBOR Interest Deter-
mination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., New York City time, on
such LIBOR Interest Determination Date by three major banks
(which may include the Calculation Agent) in The City of
New York selected by the Calculation Agent for loans in
U.S. dollars to leading European banks having the specified
Index Maturity designated on the face hereof commencing on
the second London Banking Day immediately following such
LIBOR Interest Determination Date and in a principal amount
equal to an amount of not less that U.S. $1,000,000 that is
representative for a single transaction in such market at
such time; provided, however, that if the banks selected as
aforesaid by the Calculation Agent are not quoting as men-
tioned in this sentence, LIBOR will be LIBOR then in
effect on such LIBOR Interest Determination Date.
<PAGE>
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Unless otherwise indicated on the face hereof, the
"LIBOR Interest Determination Date" pertaining to an Interest
Reset Date will be the second London Banking Day preceding such
Interest Reset Date.
"Prime Rate" means, with respect to any Prime Inter-
est Determination Date (as defined below), the rate set forth
on such 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 Calculation Date pertaining to
such Prime Interest Determination Date, then the Prime Rate
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 Reuters Screen USPRIME1 Page (as
defined herein) as such bank's prime rate or base lending rate
as in effect for that Prime Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen USPRIME1
Page for the Prime Interest Determination Date, the Prime Rate
will be determined by the Calculation Agent and will be the
arithmetic mean of the prime 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 Prime Interest Determination
Date by at least two of three major money center banks in The
City of New York selected by the Calculation Agent. If fewer
than two such rates are quoted as aforesaid, the Prime Rate
will be determined by the Calculation Agent on the basis of the
rates furnished in The City of New York by one or two, as the
case may be, substitute banks or trust companies organized and
doing business under the laws of the United States, or any
State thereof, having total equity capital of at least
U.S. $500,000,000 and being subject to supervision or examina-
tion by federal or state authority, selected by the Calculation
Agent to provide such rate or rates; provided, however, that if
the banks selected as aforesaid are not quoting as set forth
above, the Prime Rate will remain the Prime Rate then in effect
on such Prime Interest Determination Date. "Reuters Screen
USPRIME1 Page" means the display designated as page "USPRIME1" on
the Reuters Monitor Money Rates Services (or such other page as
may replace the USPRIME1 page on that service for the purpose of dis-
playing the prime rate or base lending rate of major United
States banks).
Unless otherwise indicated on the face hereof, the
"Prime Interest Determination Date" pertaining to an Interest
Reset Date shall be the second Business Day preceding such
Interest Reset Date.
<PAGE>
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"Treasury Rate" for each Interest Reset Period will
be the rate for the auction held on the Treasury Rate Determi-
nation Date (as defined below) for such Interest Reset Period
of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof, as pub-
lished in H.15(519) under the heading "U.S. Government
Securities-Treasury bills-auction average (investment)" or, if
not so published by 3:00 p.m., New York City time, on the Cal-
culation Date pertaining to such Treasury Rate Determination
Date, the auction average rate (expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) on such Treasury Rate Determination
Date 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 specified 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 Treasury Rate Determination Date,
then the "Treasury Rate" for such Interest Reset Period shall
be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent 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
Treasury Rate 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 specified 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, then the Treasury Rate
for such Interest Reset Period will be the same as the Treasury
Rate for the immediately preceding Interest Reset Period (or,
if there was no such Interest Reset Period, the Initial Inter-
est Rate).
The "Treasury Rate Determination Date" for each
Interest Reset Period will be the day of the week in which the
Interest Reset Date for such Interest Reset Period falls on
which Treasury bills would normally be 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 Fri-
day, such Friday will be the Treasury Rate Determination Date
pertaining to the Interest Reset Period commencing in the next
<PAGE>
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succeeding week. If an auction date shall fall on any day that
would otherwise be an Interest Reset Date for a Treasury Rate
Note, then such Interest Reset Date shall instead be the Busi-
ness Day immediately following such auction date.
"CMT Rate" means, with respect to any Interest Deter-
mination 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 Index Maturity (as defined below) for
(i) if the Designated CMT Telerate Page is 7055, the rate on
such Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the applicable
Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or if not displayed by 3:00
P.M., New York City time, on the Calculation Date pertaining to
such Interest Determination Date, then the CMT Rate for such
Interest Determination Date will be such treasury constant
maturity rate for the Index Maturity (or other United States
Treasury for the Index Maturity) 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 Calcula-
tion Date pertaining to such Interest Determination, then the
CMT Rate for 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 the Interest Determination Date reported, according to their
written records, by three leading primary United States govern-
ment securities dealers (each, a "Reference Dealer") in The
City of New York selected by the Calculation Agent (from five
such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equal-
ity, 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 approxi-
mately the Index Maturity and a remaining term to maturity of
not less than such Index Maturity minus one year. If the Cal-
culation Agent cannot obtain three such Treasury note
<PAGE>
-14-
quotations, the CMT Rate for 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 mar-
ket offer side prices as of approximately 3:30 P.M., New York
City time, on the Interest Determination Date of three Refer-
ence Dealers in The City of New York (from five such 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 equal-
ity, one of the lowest)), for Treasury Notes with an original
maturity of the number of years that is the next highest to the
Index Maturity and a remaining term to maturity closest to the
Index Maturity and in an amount of at least $100,000,000. If
three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate will be based on
the arithmetic mean of the offer prices obtained and neither
the highest nor the lowest of such quotes will be eliminated;
provided however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described
herein, the CMT Rate will be the CMT Rate in effect on such
Interest Determination Date. If two Treasury Notes with an
original maturity as described in the third preceding sentence,
have remaining terms to maturity equally close to the Maturity
Index, the quotes for the Treasury Rate Note with the shorter
remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on
the Dow Jones Telerate Service on the page specified on the
face of this Note (or any other page as may replace such page
on that service for the purpose of displaying Treasury Constant
Maturities as published in H.15(519)), for the purpose of dis-
playing Treasury Constant Maturities as published in H.15(519).
If no such page is specified on the face of this Note, the Des-
ignated CMT Telerate Page shall be 7052, for the most recent
week.
4. Method of Payment.
The Company will pay interest on the Securities to
the persons who are registered holders of Securities at the
close of business on the Record Rate for the next Interest Pay-
ment Date, except as otherwise provided in the Indenture.
Holders must surrender Securities to a Paying Agent to collect
principal payments. If the Holder hereof is the Holder of U.S.
$10,000,000 (or the equivalent thereof in a currency other than
U.S. dollars determined as provided on the reverse hereof) or
more in aggregate principal amount of Notes of like tenor and
<PAGE>
-15-
term, such U.S. dollar interest payments will be made by wire
transfer of immediately available funds, but only if appropri-
ate wire transfer instructions have been received in writing by
the Paying Agent not less than fifteen calendar days prior to
the applicable Interest Payment Date. Unless the Specified
Currency of this Note is other than U.S. dollars, the Company
will pay principal and interest in money of the United States
that at the time of payment is legal tender for payment of pub-
lic and private debts. The Company may pay principal and
interest by check payable in such money. It may mail an inter-
est check to a holder's registered address.
5. Foreign Currency Notes.
General. If the Specified Currency of this Note is
other than U.S. Dollars (a "Foreign Currency Note"), the Com-
pany shall make payments of principal of and premium, if any,
and interest on Foreign Currency Notes in the applicable Speci-
fied Currency (or, if such Specified Currency is not at the
time of such payment legal tender for the payment of public and
private debts, in such other coin or currency of the country
which issued such Specified Currency as at the time of such
payment is legal tender for the payment of such debts). Sub-
ject to any election made by the Holder of this Note pursuant
to the next paragraph and unless otherwise specified on the
face of this Note, all payments by the Company on this Note
will be converted into U.S. Dollars by the Exchange Rate Agent
for payment to the Holder based on the highest bid quotation in
The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the
Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Company for the purchase by the quoting dealer
of the Specified Currency for United States dollars for settle-
ment on such payment date in the aggregate amount of the Speci-
fied Currency payable to all Holders of Foreign Currency Notes
scheduled to receive United States dollar payments and at which
the applicable dealer commits to execute a contract. All cur-
rency exchange costs will be deducted from such payments to the
Holder. If three such bid quotations are not available, pay-
ments will be made in the Specified Currency.
Election to Receive Payments in Specified Currency.
Unless otherwise specified in this Note, the Holder of this
Note may elect to receive payment of the principal of and pre-
mium, if any, and interest hereon in the Specified Currency by
<PAGE>
-16-
submitting a written request for such payment to the Trustee at
its corporate trust office in The City of New York on or prior
to the applicable Record Date or at least fifteen calendar days
prior to Maturity, as the case may be. Such written request
shall include appropriate and complete wire transfer instruc-
tions for an account at a bank outside the United States to
which payments made in such Specified Currency to such Holder
will be made. Such written request may be mailed or hand
delivered or sent by cable, telex or other form of facsimile
transmission. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of
any such revocation must be received by the Trustee on or prior
to the applicable Record Date or at least fifteen calendar days
prior to Maturity, as the case may be.
Payment Currency. If this Note is a Foreign Currency
Note and the Specified Currency is not available for the pay-
ment of principal or any premium or interest with respect to
this Note due to the imposition of exchange controls or other
circumstances beyond the control of the Company (other than in
the case where the Specified Currency is a currency of a Euro-
pean Community ("EC") member state and such currency is
replaced by the ECU, the Company may make such payment in U.S.
dollars on the basis of the Market Exchange Rate on the second
Business Day prior to such payment, or if such Market Exchange
Rate is not then available, on the basis of the most recently
available Market Exchange Rate. Any payment made under such
circumstances in U.S. dollars where the required payment is in
other than US dollars will not constitute an Event of Default
under the Indenture.
If payments of principal, premium or interest on this
Note are required to be made in any currency unit (other than
the ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond
the Company's control, then the Company shall make such pay-
ments in United States dollars until such currency unit is
again available. The amount of each payment in United States
dollars shall be computed on the basis of the Market Exchange
Rate on the second Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis
of the equivalent of the currency unit in United States dol-
lars, which shall be determined by the Company or its agent on
the following basis. The component currencies of the currency
unit for this purpose (the "Component Currencies" or, individu-
ally, a "Component Currency") shall be the currency amounts
that were components of the currency unit as of the last day on
<PAGE>
-17-
which the currency unit was used. The equivalent of the cur-
rency unit in United States dollars shall be calculated by
aggregating the United States dollar equivalents of the Compo-
nent Currencies. The United States dollar equivalent of each
of the Component Currencies shall be determined by the Company
or such agent on the basis of the most recently available Mar-
ket Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is
altered by way of combination or subdivision, the number of
units of the currency as a Component Currency shall be divided
or multiplied in the same proportion. If two or more Component
Currencies are consolidated into a single currency, the amounts
of those currencies as Component Currencies shall be replaced
by an amount in such single currency equal to the sum of the
amounts of the consolidated Component Currencies expressed in
such single currency. If any Component Currency is divided
into two or more currencies, the amount of the original Compo-
nent Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount
of the original Component Currency.
"Market Exchange Rate" means (A) with respect to a
Specified Currency that is the currency of a country other than
the United States, the noon U.S. dollar buying rate in The City
of New York for cable transfers for such Specified Currency on
the applicable date as determined by the Federal Reserve Bank
of New York, (B) with respect to a Specified Currency that is
the ECU, the exchange rate between the ECU and the U.S. dollar
reported for the applicable date by the Council of the European
Communities (the reports of which currently are based on the
rates in effect at 2:30 p.m., Brussels time, on the exchange
markets of the component currencies of the ECU) and (C) with
respect to a Specified Currency that is a Composite Currency
other than the ECU, the exchange rate specified in the appli-
cable Pricing Supplement for the applicable date.
ECU Notes. If this Note is denominated in ECU, the
following provisions shall apply:
If, in accordance with the Treaty on European Union
(the "Treaty"), the ECU becomes a currency in its own right,
all references to ECU in this Note shall be construed as refer-
ences to such currency. If any change in the composition of
the ECU is made in conformity with the Treaty and European Com-
munity ("EC") law, references to ECU in this Note shall refer
to the ECU as so changed. With respect to each due date for
<PAGE>
-18-
the payment of principal of, or interest on, this Note on or
after the first business day in London on which the ECU is used
neither as the unit of account of the EC nor as the currency of
the European Union, the Company shall choose a substitute cur-
rency (the "Chosen Currency"), which may be any currency which
was, on the last day on which the ECU was used as the unit of
account of the EC, a component currency of the ECU or U.S. dol-
lars, in which all payments due on or after that date with
respect to the Notes and coupons shall be made. The amount of
each payment in such Chosen Currency shall be computed on the
basis of the equivalent of the ECU in that currency, determined
as described below, as of the fourth business day in London
prior to the date on which such payment is due.
On the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the
currency of the European Union, the Company shall choose a Cho-
sen Currency in which all payments with respect to Notes and
coupons having a due date prior thereto but not yet presented
for payment are to be made. Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner
described in "Notices" below. The amount of each payment in
such Chosen Currency shall be computed on the basis of the
equivalent of the ECU in that currency, determined as described
below, as of such first business day.
The equivalent of the ECU in the relevant Chosen Cur-
rency as of any date (the "Day of Valuation") shall be deter-
mined by, or on behalf of, the Exchange Rate Agent on the fol-
lowing basis. The amounts and components composing the ECU for
this purpose (the "Components") shall be the amounts and compo-
nents that composed the ECU as of the last date on which the
ECU was used as the unit of account of the EC. The equivalent
of the ECU in the Chosen Currency shall be calculated by,
first, aggregating the U.S. dollar equivalents of the Compo-
nents; and then, in the case of a Chosen Currency other than
U.S. dollars, using the rate used for determining the U.S. dol-
lar equivalent of the Components in the Chosen Currency as set
forth below, calculating the equivalent in the Chosen Currency
of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components
shall be determined by, or on behalf of, the Exchange Rate
Agent on the basis of the middle spot delivery quotations pre-
vailing at 2:30 p.m. London time on the Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one
<PAGE>
-19-
or more major banks, as selected by the Company, in the country
of issue of the Component Currency in question.
If for any reason no direct quotations are available
for a Component as of a Day of Valuation from any of the banks
selected for this purpose, in computing the U.S. dollar equiva-
lent of such Component, the Exchange Rate Agent shall (except
as provided below) use the most recent direct quotations for
such Component obtained by it or on its behalf, provided that
such quotations were prevailing in the country of issue not
more than two Business Days before such Day of Valuation. If
such most recent quotations were so prevailing more than two
Business Days in the country of issue before such Day of Valua-
tion, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates
derived from the middle spot delivery quotations for such Com-
ponent Currency and for the U.S. dollar prevailing at 2:30 p.m.
London time on such Day of Valuation, as obtained by, or on
behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Company, in a country other than the
country of issue of such Component Currency. Notwithstanding
the foregoing, the Exchange Rate Agent shall determine the U.S.
dollar equivalent of such Component on the basis of such cross
rates if the Company or such agent judges that the equivalent
so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this
paragraph. Unless otherwise specified by the Company, if there
is more than one market for dealing in any Component Currency
by reason of foreign exchange regulations or for any other rea-
son, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of securities
denominated in such currency would purchase such currency in
order to make payments in respect of such securities.
Payments in the Chosen Currency will be made at the
specified office of a paying agent in the country of the Chosen
Currency, or, if none, or at the option of the holder, at the
specified office of any Paying Agent either by a check drawn
on, or by transfer to an account maintained by the holder with,
a bank in the principal financial center of the country of the
Chosen Currency.
All determinations referred to above made by, or on
behalf of, the Company or by, or on behalf of, the Exchange
Rate Agent shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and
binding on holders of Notes.
<PAGE>
-20-
If, pursuant to the Treaty, all or some of the cur-
rencies of the member countries of the EC are replaced by the
ECU as a currency in its own right, the payment of principal
of, or interest on, the Notes denominated in such currencies
may be effected in ECU in conformity with legally applicable
measures taken pursuant to the Treaty.
Exchange Rate Agent. Unless otherwise specified
herein, the Company has appointed Chemical Bank to act as its
agent (the "Exchange Rate Agent") for purposes of determining
any currency conversion rates applicable to this Note.
6. Bond Agents.
Initially, Chemical Bank will act as Paying Agent,
Transfer Agent, Registrar, Calculation Agent and Exchange Rate
Agent. The Company may change any Paying Agent, Transfer Agent
or Registrar without notice. The Company or any Affiliate may
act in any such capacity. Subject to certain conditions, the
Company may change the Trustee.
7. Optional Redemption.
If so specified on the face of this Note on or after
the Initial Redemption Date, the Company may redeem all the
Securities at any time or some of them from time to time during
the twelve months following the Initial Redemption Date at the
Initial Redemption Price and during each succeeding twelve-
month period at the redemption price in effect for the preced-
ing twelve months less the Reduction Percentage, but in no
event less than 100%, plus accrued interest to the redemption
date. If this Note is a Discount Note, the redemption prices
provided herein shall be percentages of Amortized Face Amount.
Initial Redemption Date:
Initial Redemption Price: %
Reduction Percentage: %
8. Mandatory Redemption.
This Note is not subject to any mandatory redemption
or sinking fund unless otherwise set forth herein.
9. Notice of Redemption.
Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each
<PAGE>
-21-
holder of Notes to be redeemed at such holder's registered
address.
10. Repayment at Option of Holder.
If so indicated on the face of this Note, the Holder
hereof may require the Company to repay this Note on the
Optional Repayment Dates and at the Optional Repayment Prices
set forth herein, plus accrued interest to the repayment date.
Optional Repayment Date Optional Repayment Price
Any repayment of this Note in part will be in incre-
ments of the minimum denomination in which this Note may be
issued; provided that any remaining principal amount of such
Note will be an authorized denomination of such Note.
For this Note to be repaid at the option of the
holder hereof, the Paying Agent must receive at the Corporate
Trust Office (or such other address of which the Company shall
from time to time notify the Holders) not more than 60 nor less
than 30 days prior to the date of repayment this Note with the
form entitled "Option to Elect Repayment" below duly completed.
Exercise of such repayment option by the holder hereof shall be
irrevocable.
In the event of repayment of this Note in part only,
a new Note or Notes for the amount of the unpaid portion hereof
shall be issued in the name of the holder hereof upon the can-
cellation hereof.
11. Discount Notes.
If this Note is a Discount Note, the amount payable
in the event of redemption, repayment or acceleration prior to
the Stated Maturity hereof shall be the Amortized Face Amount
of this Note as of the redemption date or the date of repay-
ment, as the case may be. The "Amortized Face Amount" of this
Note shall be the amount equal to (a) the Issue Price (as set
forth on the face hereof) plus (b) that portion of the differ-
ence 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
<PAGE>
-22-
event shall the Amortized Face Amount of this Note exceed its
principal amount.
12. Subordination.
The Securities are subordinated in right of payment,
in the manner and to the extent set forth in the Indenture, to
the prior payment in full of all Senior Indebtedness (as
defined in the Indenture). Each Holder by accepting a Security
agrees to such subordination and authorizes the Trustee to give
it effect.
13. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons
in denominations of $1,000 and integral multiples of $1,000;
provided that if this Note is denominated in a Specified Cur-
rency other than U.S. dollars, then unless otherwise specified
on the face hereof it is issuable only in denominations of the
equivalent of U.S. $100,000 (rounded to an integral multiple of
1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of
such Specified Currency, as determined by reference to the Mar-
ket Exchange Rate on the Business Day immediately preceding the
Original Issue Date of this Note. The transfer of Securities
may be registered and Securities may be exchanged as provided
in the Indenture. The Transfer Agent may require a holder,
among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by
law or the Indenture. The Transfer Agent need not exchange or
register the transfer of any Security or portion of a Security
selected for redemption. Also, it need not exchange or regis-
ter the transfer of any Securities for a period of 15 days
before a selection of Securities to be redeemed.
14. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
15. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the holders of a
majority in principal amount of the securities of all series
affected by the amendment. Subject to certain exceptions, a
<PAGE>
-23-
default on a series may be waived with the consent of the hold-
ers of a majority in principal amount of the series.
Without the consent of any Securityholder, the
Indenture or the Securities may be amended, among other things,
to cure any ambiguity, omission, defect or inconsistency; to
provide for assumption of Company obligations to Securityhold-
ers; or to make any change that does not materially adversely
affect the rights of any Securityholder.
16. Successors.
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the Company
will be released from those obligations.
17. Defeasance Prior to Redemption or Maturity.
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of
principal and interest on the Securities to redemption or
maturity. U.S. Government Obligations are securities backed by
the full faith and credit of the United States of America or
certificates representing an ownership interest in such
Obligations.
18. Defaults and Remedies.
An Event of Default includes: default for 30 days in
payment of interest on the Securities; default in payment of
principal on the Securities; default by the Company for a spec-
ified period after notice to it in the performance of any of
its other agreements applicable to the Securities; certain
events of bankruptcy or insolvency; and any other Event of
Default provided for in the series. If an Event of Default
occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the Securities may declare the
principal of all the Securities to be due and payable
immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations,
holders of a majority in principal amount of the Securities may
<PAGE>
-24-
direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any con-
tinuing default (except a default in payment of principal or
interest) if it determines that withholding notice is in their
interests. The Company must furnish an annual compliance cer-
tificate to the Trustee.
19. Trustee Dealings with Company.
The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with
those persons, as if it were not Trustee.
20. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obli-
gations of the Company under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accept-
ing a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue
of the Securities.
21. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
22. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with right of survivorship and not as tenants in com-
mon), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
The Company will furnish to any Securityholder upon
written request and without charge a copy of the Indenture and
the Bond Resolution. Requests may be made to: Secretary, Gen-
eral Signal Corporation, High Ridge Park, Box 10010, Stamford,
CT 06904.
<PAGE>
-25-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay $_____ principal amount of the
within Note, pursuant to its terms, on the "Optional Repayment
Date" first occurring after the date of receipt of the within
Note as specified below, together with interest thereon accrued
to the date of repayment, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned
and to issue to the undersigned, pursuant to the terms of the
Indenture, a new Note or Notes representing the remaining prin-
cipal amount of this Note.
For this Option to Elect Repayment to be effective,
this Note with the Option to Elect Repayment duly completed
must be received by the Company within the relevant time period
set foth above at the office of the Paying Agent.
Dated:
Note: The signature to this
Option to Elect Repayment must
correspond with the name as writ-
ten upon the face of the within
Note in every particular without
alteration or enlargement or any
change whatsoever.
<PAGE>
-26-
_____________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfers) unto
Please Insert Social Security or Other
Identifying Number of Assignee
________________________________________
______________________________________________________________________________
______________________________________________________________________________
Please Print or Type Name and Address
Including Zip Code of Assignee
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
_________________________________________________________________ attorney
to transfer such Note on the books of the Company with full
power of substitution in the premises.
Dated: __________________ ____________________________________
Signature
_____________________________________
NOTICE: The signature to this
assignment must corresond with
the name as it appears upon the
face of the Note in every par-
ticular, without alteration or
enlargement or any change
whatsoever.
<PAGE>
Exhibit 2
Form of Fixed Rate Note
[Unless this certificate is presented by an authorized rep-
resentative of The Depository Trust Company (55 Water Street, New
York, New York) to the issuer or its agent for registration of trans-
fer or exchange or for payment, then this certificate shall be regis-
tered in the name of Cede & Co. (or such other name as may be
requested by an authorized representative of The Depository Trust
Company), and 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.
Unless and until this certificate is exchanged in whole or
in part for Notes in certificated form, this certificate may not be
transferred except as a whole by The Depository Trust Company to a
nominee thereof or by a nominee thereof to The Depository Trust Com-
pany or another nominee of The Depository Trust Company or by The
Depository Trust Company or any nominee to a successor depository or
nominee of such successor depository.]*
NO. _______ Principal Amount__________
CUSIP__________
GENERAL SIGNAL CORPORATION
MEDIUM-TERM SUBORDINATED NOTE, SERIES A
(FIXED RATE)
General Signal Corporation promises to pay to
or registered assigns
the principal sum of in the Specified Currency
on the Maturity specified below.
Issue Price: Original Issue Date:
Interest Rate: Maturity:
Interest Payment Dates: Record Dates:
Specified Currency:
(If other than U.S. Dollars, see paragraph 4)
_________________________
* Include only if this Note is a global security.
<PAGE>
-2-
__ __
Optional Redemption: /_/ No / / Yes (see paragraph 6)
__ __
Optional Repayment: /_/ No / / Yes (see paragraph 9)
__ __
Amortizing Note: /_/ No / / Yes (see paragraph 7)
__ __
Discount Note: /_/ Yes / / No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Other Provisions:
Specify here any additional or different provisions applicable
to this Note, which may include any of the following:
1. provisions for indexing of principal or interest payments
2. provisions for extension of maturity
3. provisions for a change in Interest Rate prior to maturity
4. changes to any provision of this form of Note not appli-
cable to a particular Note
Dated: GENERAL SIGNAL CORPORATION
__________________________
Authenticated:
THE CHASE MANHATTAN BANK, N.A.
Registrar
By __________________________
Authorized Signature
<PAGE>
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General Signal Corporation
Medium-Term Subordinated Note, Series A
Further Provisions
1. Medium-Term Subordinated Notes, Series A
This Note is one of a series of duly authorized debt
securities of General Signal Corporation, a New York Corpora-
tion, (the "Company"), designated as its "Medium-Term Subordi-
nated Notes, Series A" (the "Securities") limited to an aggre-
gate initial offering price or purchase price of $300,000,000
or the equivalent thereof in one or more foreign or currency
units.
The Company issued the Securities under an Indenture
dated as of April 15, 1996 ("Indenture") between the Company and
The Chase Manhattan Bank, N.A. ("Trustee"). The terms of the
Securities include those stated in the Indenture and in the
Bond Resolution creating the Securities and those made part of
the Indenture by the Trust Indenture Act of 1939, as amended (15 U.S. Code
{{ 77aaa-77bbbb). Securityholders are referred to the Inden-
ture, the Bond Resolution and the Act for a statement of such
terms.
2. Interest
The Company promises to pay interest on the principal
amount of this Security at the rate per annum shown above. The
Company will pay interest semiannually on January 15 and July
15 of each year commencing with the first such date after the
Original Issue Date. Unless otherwise specified herein, the
first payment of interest on any Note originally issued between
a record date and the related Interest Payment Date will be
made on the Interest Payment Date immediately following the
next succeeding record date. Interest on the Securities will
accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from Original Issue
Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
3. Method of Payment.
The Company will pay interest on the Securities to
the persons who are registered holders of Securities at the
close of business on the Record Rate for the next Interest
<PAGE>
-4-
Payment Date, except as otherwise provided in the Indenture.
Holders must surrender Securities to a Paying Agent to collect
principal payments. If the Holder hereof is the Holder of U.S.
$10,000,000 (or the equivalent thereof in a currency other than
U.S. dollars determined as provided below) or more in aggregate
principal amount of Notes of like tenor and term, such U.S.
dollar interest payments will be made by wire transfer of imme-
diately available funds, but only if appropriate wire transfer
instructions have been received in writing by the Paying Agent
not less than fifteen calendar days prior to the applicable
Interest Payment Date. Unless the Specified Currency of this
Note is other than U.S. dollars, the Company will pay principal
and interest in money of the United States that at the time of
payment is legal tender for payment of public and private
debts. The Company may pay principal and interest by check
payable in such money. It may mail an interest check to a
holder's registered address.
If any payment of principal, premium or interest on
this Note is due on a day which is not a Business Day, the Com-
pany shall make such payment on the next succeeding Business
Day and no interest shall accrue on such payment from the
stated due date until such Business Day.
"Business Day" means any day, other than a Saturday
or Sunday, that is not a day on which banking institutions are
authorized or required by law, regulation or executive order to
be closed in (a) The City of New York or (b) if the Specified
Currency for this Note is other than United States dollars, the
principal financial center of the country issuing such Specified
Currency (which, in the case of European Currency Units ("ECUs"),
shall be Brussels, Belgium).
4. Foreign Currency Notes.
General. If the Specified Currency of this Note is
other than U.S. Dollars (a "Foreign Currency Note"), the Com-
pany shall make payments of principal of and premium, if any,
and interest on Foreign Currency Notes in the applicable Speci-
fied Currency (or, if such Specified Currency is not at the
time of such payment legal tender for the payment of public and
private debts, in such other coin or currency of the country
which issued such Specified Currency as at the time of such
payment is legal tender for the payment of such debts). Sub-
ject to any election made by the Holder of this Note pursuant
to the next paragraph and unless otherwise specified on the
face of this Note, all payments by the Company on this Note
<PAGE>
-5-
will be converted into U.S. Dollars by the Exchange Rate Agent
for payment to the Holder based on the highest bid quotation in
The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the
Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Company for the purchase by the quoting dealer
of the Specified Currency for United States dollars for settle-
ment on such payment date in the aggregate amount of the Speci-
fied Currency payable to all Holders of Foreign Currency Notes
scheduled to receive United States dollar payments and at which
the applicable dealer commits to execute a contract. All cur-
rency exchange costs will be deducted from such payments to the
Holder. If three such bid quotations are not available, pay-
ments will be made in the Specified Currency.
Election to Receive Payments in Specified Currency.
Unless otherwise specified in this Note, the Holder of this
Note may elect to receive payment of the principal of and pre-
mium, if any, and/or interest hereon in the Specified Currency
by submitting a written request for such payment to the Trustee
at its corporate trust office in The City of New York on or
prior to the applicable Record Date or at least fifteen calen-
dar days prior to the Maturity Date, as the case may be. Such
written request shall include appropriate and complete wire
transfer instructions for an account at a bank outside the
United States to which payments made in such Specified Currency
to such Holder will be made. Such written request may be
mailed or hand delivered or sent by cable, telex or other form
of facsimile transmission. Such election will remain in effect
until revoked by written notice to the Trustee, but written
notice of any such revocation must be received by the Trustee
on or prior to the applicable Record Date or at least fifteen
calendar days prior to the Maturity Date, as the case may be.
Payment Currency. If this Note is a Foreign Currency
Note and the Specified Currency is not available for the pay-
ment of principal or any premium or interest with respect to
this Note due to the imposition of exchange controls or other
circumstances beyond the control of the Company (other than in
the case where the Specified Currency is a currency of a Euro-
pean Community ("EC") member state and such currency is
replaced by the European Currency Unit ("ECU"), the Company may
make such payment in U.S. dollars on the basis of the Market
Exchange Rate on the second Business Day prior to such payment,
or if such Market Exchange Rate is not then available, on the
<PAGE>
-6-
basis of the most recently available Market Exchange Rate. Any
payment made under such circumstances in U.S. dollars where the
required payment is in other than U.S. dollars will not consti-
tute an Event of Default under the Indenture.
If payments of principal, premium or interest on this
Note are required to be made in any currency unit (other than
the ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond
the Company's control, then the Company shall make such pay-
ments in United States dollars until such currency unit is
again available. The amount of each payment in United States
dollars shall be computed on the basis of the Market Exchange
Rate on the second Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis
of the equivalent of the currency unit in United States dol-
lars, which shall be determined by the Company or its agent on
the following basis. The component currencies of the currency
unit for this purpose (the "Component Currencies" or, individu-
ally, a "Component Currency") shall be the currency amounts
that were components of the currency unit as of the last day on
which the currency unit was used. The equivalent of the cur-
rency unit in United States dollars shall be calculated by
aggregating the United States dollar equivalents of the Compo-
nent Currencies. The United States dollar equivalent of each
of the Component Currencies shall be determined by the Company
or such agent on the basis of the most recently available Mar-
ket Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is
altered by way of combination or subdivision, the number of
units of the currency as a Component Currency shall be divided
or multiplied in the same proportion. If two or more Component
Currencies are consolidated into a single currency, the amounts
of those currencies as Component Currencies shall be replaced
by an amount in such single currency equal to the sum of the
amounts of the consolidated Component Currencies expressed in
such single currency. If any Component Currency is divided
into two or more currencies, the amount of the original Compo-
nent Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount
of the original Component Currency.
"Market Exchange Rate" means (A) with respect to a
Specified Currency that is the currency of a country other than
the United States, the noon U.S. dollar buying rate in The City
of New York for cable transfers for such Specified Currency on
<PAGE>
-7-
the applicable date as determined by the Federal Reserve Bank
of New York, (B) with respect to a Specified Currency that is
the ECU, the exchange rate between the ECU and the U.S. dollar
reported for the applicable date by the Council of the European
Communities (the reports of which currently are based on the
rates in effect at 2:30 p.m., Brussels time, on the exchange
markets of the component currencies of the ECU) and (C) with
respect to a Specified Currency that is a Composite Currency
other than the ECU, the exchange rate specified in the appli-
cable Pricing Supplement for the applicable date.
ECU Notes. If this Note is denominated in ECU, the
following provisions shall apply:
If, in accordance with the Treaty on European Union
(the "Treaty"), the ECU becomes a currency in its own right,
all references to ECU in this Note shall be construed as refer-
ences to such currency. If any change in the composition of
the ECU is made in conformity with the Treaty and European Com-
munity ("EC") law, references to ECU in this Note shall refer
to the ECU as so changed. With respect to each due date for
the payment of principal of, or interest on, this Note on or
after the first business day in London on which the ECU is used
neither as the unit of account of the EC nor as the currency of
the European Union, the Company shall choose a substitute cur-
rency (the "Chosen Currency"), which may be any currency which
was, on the last day on which the ECU was used as the unit of
account of the EC, a component currency of the ECU or U.S. dol-
lars, in which all payments due on or after that date with
respect to the Notes and coupons shall be made. The amount of
each payment in such Chosen Currency shall be computed on the
basis of the equivalent of the ECU in that currency, determined
as described below, as of the fourth business day in London
prior to the date on which such payment is due.
On the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the
currency of the European Union, the Company shall choose a Cho-
sen Currency in which all payments with respect to Notes and
coupons having a due date prior thereto but not yet presented
for payment are to be made. Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner
described in "Notices" below. The amount of each payment in
such Chosen Currency shall be computed on the basis of the
equivalent of the ECU in that currency, determined as described
below, as of such first business day.
<PAGE>
-8-
The equivalent of the ECU in the relevant Chosen Cur-
rency as of any date (the "Day of Valuation") shall be deter-
mined by, or on behalf of, the Exchange Rate Agent on the fol-
lowing basis. The amounts and components composing the ECU for
this purpose (the "Components") shall be the amounts and compo-
nents that composed the ECU as of the last date on which the
ECU was used as the unit of account of the EC. The equivalent
of the ECU in the Chosen Currency shall be calculated by,
first, aggregating the U.S. dollar equivalents of the Compo-
nents; and then, in the case of a Chosen Currency other than
U.S. dollars, using the rate used for determining the U.S. dol-
lar equivalent of the Components in the Chosen Currency as set
forth below, calculating the equivalent in the Chosen Currency
of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components
shall be determined by, or on behalf of, the Exchange Rate
Agent on the basis of the middle spot delivery quotations pre-
vailing at 2:30 p.m. London time on the Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one
or more major banks, as selected by the Company, in the country
of issue of the Component Currency in question.
If for any reason no direct quotations are available
for a Component as of a Day of Valuation from any of the banks
selected for this purpose, in computing the U.S. dollar equiva-
lent of such Component, the Exchange Rate Agent shall (except
as provided below) use the most recent direct quotations for
such Component obtained by it or on its behalf, provided that
such quotations were prevailing in the country of issue not
more than two Business Days before such Day of Valuation. If
such most recent quotations were so prevailing more than two
Business Days in the country of issue before such Day of Valua-
tion, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates
derived from the middle spot delivery quotations for such Com-
ponent Currency and for the U.S. dollar prevailing at 2:30 p.m.
London time on such Day of Valuation, as obtained by, or on
behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Company, in a country other than the
country of issue of such Component Currency. Notwithstanding
the foregoing, the Exchange Rate Agent shall determine the U.S.
dollar equivalent of such Component on the basis of such cross
rates if the Company or such agent judges that the equivalent
so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this
paragraph. Unless otherwise specified by the Company, if there
<PAGE>
-9-
is more than one market for dealing in any Component Currency
by reason of foreign exchange regulations or for any other rea-
son, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of securities
denominated in such currency would purchase such currency in
order to make payments in respect of such securities.
Payments in the Chosen Currency will be made at the
specified office of a paying agent in the country of the Chosen
Currency, or, if none, or at the option of the holder, at the
specified office of any Paying Agent either by a check drawn
on, or by transfer to an account maintained by the holder with,
a bank in the principal financial center of the country of the
Chosen Currency.
All determinations referred to above made by, or on
behalf of, the Company or by, or on behalf of, the Exchange
Rate Agent shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and
binding on holders of Notes.
If, pursuant to the Treaty, all or some of the cur-
rencies of the member countries of the EC are replaced by the
ECU as a currency in its own right, the payment of principal
of, or interest on, the Notes denominated in such currencies
may be effected in ECU in conformity with legally applicable
measures taken pursuant to the Treaty.
Exchange Rate Agent. Unless otherwise specified
herein, the Company has appointed Chemical Bank to act as its
agent (the "Exchange Rate Agent") for purposes of determining
any currency conversion rates applicable to this Note.
5. Bond Agents.
Initially, Chemical Bank will act as Paying Agent,
Transfer Agent, Registrar and Exchange Rate Agent. The Company
may change any Paying Agent, Transfer Agent, Registrar or
Exchange Rate Agent without notice. The Company or any Affili-
ate may act in any such capacity. Subject to certain condi-
tions, the Company may change the Trustee.
6. Optional Redemption.
If so specified on the face of this Note, on or after
the Initial Redemption Date, the Company may redeem all the
Securities at any time or some of them from time to time during
<PAGE>
-10-
the twelve months following the Initial Redemption Date at the
Initial Redemption Price and during each succeeding twelve-
month period at the redemption price in effect for the preced-
ing twelve months less the Reduction Percentage, but in no
event less than 100%, plus accrued interest to the redemption
date. If this Note is a Discount Note, the redemption prices
provided herein shall be percentages of Amortized Face Amount.
Initial Redemption Date:
Initial Redemption Price: %
Reduction Percentage: %
7. Mandatory Redemption.
This Note is not subject to any mandatory redemption
or sinking fund unless the face hereof indicates that this Note
is an Amortizing Note. If this Note is an Amortizing Note,
then the Company shall redeem on the redemption dates stated
below the principal amounts of this Note stated below at the
applicable redemption price.
Redemption Price
Principal Amount to (percentage of
Redemption Date be Redeemed principal amount)
8. Notice of Redemption.
Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each
holder of Securities to be redeemed at his registered address.
9. Repayment at Option of Holder.
If so indicated on the face of this Note, the Holder
hereof may require the Company to repay this Note on the
Optional Repayment Dates and at the Optional Repayment Prices
set forth herein, plus accrued interest to the repayment date.
<PAGE>
-11-
Optional Repayment Date Optional Repayment Price
Any repayment of this Note in part will be in incre-
ments of the minimum denomination in which this Note may be
issued; provided that any remaining principal amount of such
Note will be an authorized denomination of such Note.
For this Note to be repaid at the option of the
holder hereof, the Paying Agent must receive at the Corporate
Trust Office (or such other address of which the Company shall
from time to time notify the Holders) not more than 60 nor less
than 30 days prior to the date of repayment this Note with the
form entitled "Option to Elect Repayment" below duly completed.
Exercise of such repayment option by the holder hereof shall be
irrevocable.
In the event of repayment of this Note in part only,
a new Note or Notes for the amount of the unpaid portion hereof
shall be issued in the name of the holder hereof upon the can-
cellation hereof.
10. Discount Notes.
If this Note is a Discount Note, the amount payable
in the event of redemption, repayment or acceleration prior to
the Stated Maturity hereof shall be the Amortized Face Amount
of this Note as of the redemption date or the date of repay-
ment, as the case may be. The "Amortized Face Amount" of this
Note shall be the amount equal to (a) the Issue Price (as set
forth on the face hereof) plus (b) that portion of the differ-
ence 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 Note exceed its
principal amount.
<PAGE>
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11. Subordination.
The Securities are subordinated in right of payment,
in the manner and to the extent set forth in the Indenture, to
the prior payment in full of all Senior Indebtedness (as
defined in the Indenture). Each Holder by accepting a Security
agrees to such subordination and authorizes the Trustee to give
it effect.
12. Denominations, Transfer, Exchange.
This Note is issued in registered form without cou-
pons in denominations of $1,000 and integral multiples of
$1,000; provided that if this Note is denominated in a Speci-
fied Currency other than U.S. dollars then unless otherwise
specified on the face hereof it is issuable only in denomina-
tions of the equivalent of U.S. $1,000 (rounded to an integral
multiple of 1,000 units of such Specified Currency), or any
amount in excess thereof which is an integral multiple of 1,000
units of such Specified Currency, as determined by reference to
the Market Exchange Rate on the Business Day immediately pre-
ceding the Original Issue Date of this Note. The transfer of
Securities may be registered and Securities may be exchanged as
provided in the Indenture. The Transfer Agent may require a
holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required
by law or the Indenture. The Transfer Agent need not exchange
or register the transfer of any Security or portion of a Secu-
rity selected for redemption. Also, it need not exchange or
register the transfer of any Securities for a period of 15 days
before a selection of Securities to be redeemed.
13. Extension of Maturity.
If so indicated on the face of this Note, the Company
has the option to extend the Original Maturity Date hereof for
one or more periods of one or more whole years (each an "Exten-
sion Period") up to but not beyond the Final Maturity Date
specified on the face hereof and in connection therewith to
establish a new interest rate and new redemption provisions for
the Extension Period.
The Company may exercise such option by notifying the
Paying Agent of such exercise at least 45 but not more than 60
days prior to the Original Maturity Date or, if the maturity
hereof has already been extended, prior to the maturity date
then in effect (an "Extended Maturity Date"), such notice to be
<PAGE>
-13-
accompanied by the form of the Extension Notice referred to
below. No later than 38 days prior to the Original Maturity
Date or an Extended Maturity Date, as the case may be (each, a
"Maturity Date"), the Paying Agent will mail to the holder
hereof a notice (the "Extension Notice") relating to such
Extension Period, first class mail postage prepaid, setting
forth (a) the election of the Company to extend the maturity of
this Note, (b) the new Extended Maturity Date; (c) the interest
rate applicable to the Extension Period; and (d) the provi-
sions, if any, for redemption during the Extension Period,
including the date or dates on which, the period or periods
during which and the price or prices at which such redemption
may occur during the Extension Period. Upon the mailing by the
Paying Agent of an Extension Notice to the holder of this Note,
the maturity hereof shall be extended automatically, and,
except as modified by the Extension Notice and as described in
the next paragraph, this Note will have the same terms it had
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 10:00
a.m., New York City time, on the twentieth calendar day prior
to the Maturity Date in effect immediately preceding the mail-
ing of the applicable Extension Notice (or if such day is not a
Business Day, not later than 10:00 a.m., New York City time, on
the immediately succeeding Business Day), the Company may, at
its option, revoke the interest rate provided for in such
Extension Notice and establish a higher interest rate for the
Extension Period by causing the Paying Agent to send notice of
such higher interest rate to the holder of this Note by first
class mail, postage prepaid, or by such other means as shall be
agreed between the Company and the Paying Agent. Such notice
shall be irrevocable. All Notes with respect to which the
Maturity Date is extended in accordance with an Extension
Notice will bear such higher interest rate for the Extension
Period, whether or not tendered for repayment.
If the Company elects to extend the maturity hereof,
the holder of this Note will have the option to require the
Company to repay this Note on the Maturity Date in effect imme-
diately preceding the mailing of the applicable Extension
Notice at a price equal to the principal amount hereof plus any
accrued and unpaid interest to such date. In order for this
Note to be so repaid on such Maturity Date, the holder hereof
must follow the procedures set forth above for optional repay-
ment, except that the period for delivery of this Note or noti-
fication to the Paying Agent shall be at least 25 but not more
than 35 days prior to the Maturity Date in effect immediately
<PAGE>
-14-
preceding the mailing of the applicable Extension Notice and
except that if the holder hereof has tendered this Note for
repayment pursuant to this paragraph he may, by written notice
to the Paying Agent, revoke any such tender for repayment until
3:00 p.m. New York City time, on the twentieth calendar day
prior to the Maturity Date then in effect (or, if such day is
not a Business Day, until 3:00 p.m., New York City time, on the
immediately succeeding Business Day).
14. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
15. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the holders of a
majority in principal amount of the securities of all series
affected by the amendment. Subject to certain exceptions, a
default on a series may be waived with the consent of the hold-
ers of a majority in principal amount of the series.
Without the consent of any Securityholder, the
Indenture or the Securities may be amended, among other things,
to cure any ambiguity, omission, defect or inconsistency; to
provide for assumption of Company obligations to Securityhold-
ers; or to make any change that does not materially adversely
affect the rights of any Securityholder.
16. Successors.
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the Company
will be released from those obligations.
17. Defeasance Prior to Redemption or Maturity.
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of
principal and interest on the Securities to redemption or
maturity. U.S. Government Obligations are securities backed by
the full faith and credit of the United States of America or
certificates representing an ownership interest in such
Obligations.
<PAGE>
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18. Defaults and Remedies.
An Event of Default includes: default for 30 days in
payment of interest on the Securities; default in payment of
principal on the Securities; default by the Company for a spec-
ified period after notice to it in the performance of any of
its other agreements applicable to the Securities; certain
events of bankruptcy or insolvency; and any other Event of
Default provided for in the series. If an Event of Default
occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the Securities may declare the
principal of all the Securities to be due and payable
immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations,
holders of a majority in principal amount of the Securities may
direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any con-
tinuing default (except a default in payment of principal or
interest) if it determines that withholding notice is in their
interests. The Company must furnish an annual compliance cer-
tificate to the Trustee.
19. Trustee Dealings with Company.
The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with
those persons, as if it were not Trustee.
20. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obli-
gations of the Company under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accept-
ing a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue
of the Securities.
<PAGE>
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21. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
22. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with right of survivorship and not as tenants in com-
mon), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
The Company will furnish to any Securityholder upon
written request and without charge a copy of the Indenture and
the Bond Resolution. Requests may be made to: Secretary, Gen-
eral Signal Corporation, High Ridge Park, Box 10010, Stamford,
CT 06904.
<PAGE>
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay $_____ principal amount of the
within Note, pursuant to its terms, on the "Optional Repayment
Date" first occurring after the date of receipt of the within
Note as specified below, together with interest thereon accrued
to the date of repayment, to the undersigned at:
_______________________________________________________________
_______________________________________________________________
(Please Print or Type Name and Address of the Undersigned
and to issue to the undersigned, pursuant to the terms of the
Indenture, a new Note or Notes representing the remaining prin-
cipal amount of this Note.
For this Option to Elect Repayment to be effective,
this Note with the Option to Elect Repayment duly completed
must be received by the Company within the relevant time period
set forth above at the office of the Paying Agent.
Dated: ________________________________
Note: The signature to this
Option to Elect Repayment must
correspond with the name as writ-
ten upon the face of the within
Note in every particular without
alteration or enlargement or any
change whatsoever.
<PAGE>
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_____________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfers) unto
Please Insert Social Security or Other
Identifying Number of Assignee
________________________________________
_______________________________________________________________________
_______________________________________________________________________
Please Print or Type Name and Address
Including Zip Code of Assignee
_______________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
__________________________________________________________ attorney
to transfer such Note on the books of the Company with full
power of substitution in the premises.
Dated: __________________ ____________________________
Signature
______________________________
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the Note in every par-
ticular, without alteration or
enlargement or any change
whatsoever.
<PAGE>
-3-
Exhibit 3
Series A Securities
Supplemental Terms
In addition to the terms set forth in Exhibits 1
and 2 to Bond Resolution No. 1, the Series A Securities shall
have the following terms:
Section 1. Definitions. Capitalized terms used and
not defined herein shall have the meaning given such terms in
the Indenture. The following are additional definitions appli-
cable to the Series A Securities:
"Depositary" means, with respect to the Series A
Securities issued as one or more global Securities,
The Depository Trust Company, New York, New York, or
any successor thereto registered under the Securities
Exchange Act of 1934, as amended, or other applicable
statute or regulation.
Section 2. Securities Issuable as Global Securities.
(a) The Series A Securities may be issued in the form of one or
more permanent global Securities. Each global Security shall
bear a legend substantially to the following effect:
"Unless this certificate is presented by an autho-
rized representative of The Depository Trust Company,
a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange or pay-
ment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representa-
tive of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein."
(b) If at any time (i) the Depositary with respect
to any Series A Security notifies the Company that it is
unwilling or unable to continue as Depositary for such global
Securities or (ii) the Depositary for any global Series A Secu-
rity shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other
<PAGE>
-4-
applicable statute or regulation, the Company shall appoint a
successor Depositary with respect to such global Securities.
If a successor Depositary for such global Securities is not
appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility,
the Transfer Agent shall register the exchange of such global
Securities for an equal principal amount of Registered Securi-
ties in the manner provided in Section 2.07 of the Indenture.
(c) The Transfer Agent shall register the transfer
or exchange of a global Security for Registered Securities pur-
suant to Section 2.07 of the Indenture if (i) a Default or
Event of Default shall have occurred and be continuing with
respect to the Series A Securities or (ii) the Company deter-
mines that the Series A Securities shall no longer be repre-
sented by global Securities.
(d) In any exchange provided for in the preceding
paragraphs (b) or (c), the Company will execute and the Regis-
trar will authenticate and deliver Registered Securities. Reg-
istered Securities issued in exchange for a global Security
shall be in such names and denominations as the Depositary for
such global Security shall instruct the Registrar. The Regis-
trar shall deliver such Registered Securities to the persons in
whose names such Securities are so registered.
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
----------------------------------------
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
General Signal Corporation
(Exact name of obligor as specified in its charter)
New York 16-0445660
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
High Ridge Park
Stamford, Connecticut 06904
(Address of principal executive offices) (Zip Code)
-------------------------------------------
Senior Debt Securities
(Title of the indenture securities)
-----------------------------------------------------
<PAGE>
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 17th day of April, 1996.
CHEMICAL BANK
By /s/ Andrew M. Deck
-----------------------
Andrew M. Deck
Trust Officer
- 3 -<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1995, in
accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal
Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................. $6,390
Interest-bearing balances ..................................... 2,544
Securities: ........................................................
Held to maturity securities ........................................ 3,807
Available for sale securities....................................... 26,522
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ............................................ 750
Securities purchased under agreements to resell ............... 259
Loans and lease financing receivables:
Loans and leases, net of unearned income ...... $72,938
Less: Allowance for loan and lease losses ..... 1,917
Less: Allocated transfer risk reserve ......... 104
Loans and leases, net of unearned income,
allowance, and reserve ....................................... 70,917
Trading Assets .................................................... 27,963
Premises and fixed assets (including capitalized
leases)....................................................... 1,355
Other real estate owned ........................................... 21
Investments in unconsolidated subsidiaries and
associated companies.......................................... 171
Customer's liability to this bank on acceptances
outstanding .................................................. 1,166
Intangible assets ................................................. 433
Other assets ...................................................... 4,822
-----
TOTAL ASSETS ...................................................... $147,120
=========
- 4 -<PAGE>
<PAGE>
LIABILITIES
Deposits
In domestic offices ................................................ $47,524
Noninterest-bearing ......................... $17,041
Interest-bearing ............................ 30,483
--------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................................... 37,690
Noninterest-bearing .........................$ 147
Interest-bearing ............................ 37,543
--------
Federal funds purchased and securities
sold under agreements to repurchase in
domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ....................................... 9,384
Securities sold under agreements to repurchase ................ 2,166
Demand notes issued to the U.S. Treasury ........................... 741
Trading liabilities ................................................ 21,847
Other Borrowed money:
With original maturity of one year or less .................... 9,669
With original maturity of more than one year ....................... 146
Mortgage indebtedness and obligations under capitalized
leases ........................................................ 14
Bank's liability on acceptances executed and outstanding ........... 1,180
Subordinated notes and debentures .................................. 3,411
Other liabilities .................................................. 5,290
TOTAL LIABILITIES .................................................. 139,062
-------
EQUITY CAPITAL
Common stock ....................................................... 620
Surplus ............................................................ 4,665
Undivided profits and capital reserves ............................. 3,055
Net unrealized holding gains (Losses)
on available-for-sale securities ................................... (290)
Cumulative foreign currency translation adjustments ................ 8
TOTAL EQUITY CAPITAL ............................................... 8,058
------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ...................................... $147,120
==========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
- 5 -
Securities Act of 1933 File No. _________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
----------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)_________________
------------------
THE CHASE MANHATTAN BANK
(National Association)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 Chase Manhattan Plaza, New York, New York
(Address of principal executive offices)
10081
(Zip Code)
---------------
General Signal Corporation
(Exact name of obligor as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
16-0445660
(I.R.S. Employer Identification No.)
General Signal Corporation
High Ridge Park
Stamford, Connecticut
(Address principal executive offices)
06904
(Zip Code)
---------------------------------
Subordinated Debt Securities
(Title of the indenture securities)
==============================================================================
<PAGE>
<PAGE>
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System, Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect . (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association) and The Chase Bank of New York
(National Association) to commence business and a copy of
approval of merger of said corporations, all of which documents
are still in effect. (See Exhibit T-1 (Item 12), Registration No.
2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 Item 12),
Registration No. 2-67437.)
*4. -- A copy of the existing by-laws of the trustee (See Exhibit T-1
(Item 12(a)), Registration No. 33-28806.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor
is in default. (Not applicable.)
*6. -- The consents of United States institutional trustees required
by Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority.
- -------------------
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
-------------------
<PAGE>
<PAGE>
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and the
State of New York, on the 23rd day of April 1996.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
Andrea Koster-Crain
----------------------------------
By: Andrea Koster-Crain, Vice President
<PAGE>
<PAGE>
Exhibit 7
REPORT OF CONDITION
Consolidating domestic and foreign
subsidiaries of the
The Chase Manhattan Bank, N.A.
of New York in the State of New York, at the close of business on December 31,
1995, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
Charter Number 2370 Comptroller of the Currency
Statement of Resources and Northeastern District
Liabilities
ASSETS
Thousands
of Dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 5,574,000
Interest-bearing balances 5,950,000
Held to maturity securities 0
Available-for-sale securities 6,731,000
Federal funds sold and securities purchased under
agreements to resell in domestic offices of
the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds sold 2,488,000
Securities purchased under agreements to resell 35,000
Loans and lease financing receivable:
Loans and leases, net of unearned income $ 57,786,000
LESS: Allowance for loan and lease losses 1,114,000
LESS: Allocated transfer risk reserve 0
-----------
Loans and leases, net of unearned income,
allowance, and reserve 56,672,000
Assets held in trading accounts 12,994,000
Premises and fixed assets (including capitalized leases) 1,723,000
Other real estate owned 364,000
Investments in unconsolidated subsidiaries and
associated companies 28,000
Customers' liability to this bank on acceptances outstanding 944,000
Intangible assets 1,343,000
Other assets 5,506,000
------------
TOTAL ASSETS $100,352,000
============
LIABILITIES
Deposits:
In domestic offices $ 32,483,000
Noninterest-bearing $ 13,704,000
Interest-bearing 18,779,000
------------
In foreign offices, Edge and Agreement subsidiaries, and IBFs 37,639,000
Noninterest-bearing $ 3,555,000
Interest-bearing 34,084,000
-----------
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased 1,572,000
Securities sold under agreements to repurchase 211,000
Demand notes issued to the U.S. Treasury 25,000
Trading liabilities 9,146,000
Other borrowed money:
With original maturity of one year or less 2,562,000
With original maturity of more than one year 379,000
Mortgage indebtedness and obligations under capitalized
leases 40,000
Bank's liability on acceptances executed and outstanding 949,000
Subordinated notes and debentures 1,960,000
Other liabilities 5,411,000
---------
TOTAL LIABILITIES 92,377,000
----------
Limited-life preferred stock and related surplus 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 921,000
Surplus 5,285,000
Undivided profits and capital reserves 1,751,000
Net unrealized holding gains (losses) on
available-for-sale securities 7,000
Cumulative foreign currency translation adjustments 11,000
---------
TOTAL EQUITY CAPITAL 7,975,000
=========
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL $ 100,352,000
=============
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and
to the best of our knowledge and belief has been prepared in conformance with
the instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan
(Signed) Richard J. Boyle Directors
