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Securities And Exchange Commission
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 17, 1995
DATE OF REPORT (Date of earliest event reported)
INGERSOLL-RAND COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
NEW JERSEY 1-985 13-5156640
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
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200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices)
(201) 573-0123
(Registrant's telephone number, including area code)
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Item 5. Other Events
Pursuant to the terms and conditions of a Selling Agency Agreement
among Ingersoll-Rand Company (the "Registrant"), Salomon Brothers Inc, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities, Inc., Goldman,
Sachs & Co. and J.P. Morgan Securities Inc., dated July 17, 1995, the
Registrant will from time to time issue its Medium-Term Notes, Series A, Due
Nine Months or More from Date of Issue (the "Notes"), having an aggregate
initial offering price of up to $600,000,000 (or such greater amount if Notes
are issued at an original issue discount as shall result in aggregate gross
proceeds to the Company of $600,000,000).
Item 7. Exhibits
Exhibits:
Exhibit 1(a): Selling Agency Agreement dated July 17, 1995 among
Ingersoll-Rand Company, Salomon Brothers Inc,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Chase Securities, Inc., Goldman, Sachs & Co. and
J.P. Morgan Securities Inc.
Exhibit 4(a): Forms of Fixed Rate and Floating Rate Medium-Term
Notes, Series A, Due Nine Months or More from Date
of Issue, having an aggregate initial offering
price of up to $600,000,000 (or such greater
amount if Notes are issued at an original issue
discount as shall result in aggregate gross
proceeds to the Company of $600,000,000).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INGERSOLL-RAND COMPANY
(Registrant)
By: /s/ THOMAS F. MCBRIDE
--------------------------------
Name: Thomas F. McBride
Title: Senior Vice President and
Chief Financial Officer
Date: July 17, 1995
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Exhibit Index
Exhibits to Form 8-K
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Number in Sequential
Exhibit Table Exhibit Page Number
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1(a) Selling Agency Agreement dated July 17,
1995 among Ingersoll-Rand Company, Salomon
Brothers Inc, Merrill Lynch Pierce, Fenner
& Smith Incorporated, Chase Securities,
Inc., Goldman, Sachs & Co. and J.P. Morgan
Securities Inc.
4(a) Forms of Fixed Rate and Floating Rate
Medium-Term Notes, Series A, Due Nine
Months or More from Date of Issue, having
an aggregate initial offering price of up
to $600,000,000 (or such greater amount if
Notes are issued at an original issue
discount as shall result in aggregate
gross proceeds to the Company of
$600,000,000).
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INGERSOLL-RAND COMPANY
$600,000,000 Medium-Term Notes, Series A
Due Nine Months or More
From Date of Issue
Selling Agency Agreement
July 17, 1995
New York, New York
Salomon Brothers Inc
Seven World Trade Center
New York, N.Y. 10048
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
250 Vesey Street
New York, N.Y. 10281
Chase Securities, Inc.
1 Chase Manhattan Plaza
New York, N.Y. 10081
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
J.P. Morgan Securities Inc.
60 Wall Street
New York, N.Y. 10260
Dear Sirs:
Ingersoll-Rand Company, a New Jersey corporation (the
"Company"), confirms its agreement with each of you with respect to the issue
and sale by the Company of its Medium-Term Notes, Series A, Due Nine Months or
More from Date of Issue (the "Notes"), having an initial aggregate offering
price of up to $600,000,000 (or such greater amount if Notes are issued at an
original issue discount, as shall result in aggregate gross proceeds to the
Company of $600,000,000). The Notes will be issued under an indenture (as
supplemented, the "Indenture") dated as of August 1, 1986 between the Company
and The Bank of New York, as trustee (the "Trustee"). Unless otherwise
specifically provided for and set forth in a Pricing Supplement (as defined
below), the Notes will be issued in minimum denominations of $1,000 and in
denominations exceeding such amount by integral multiples of $1,000, 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 Notes will be issued, and the terms thereof established, in accordance with
the Indenture and the Medium-Term Notes Administrative Procedures attached
hereto as Exhibit A (the
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"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 you after notice to the Trustee. For the purposes
of this Agreement, the term "Agent" shall refer to any of you acting solely in
the capacity as agent for the Company pursuant to Section 2(a) and not as
principal (collectively, the "Agents"), the term "Purchaser" shall refer to one
of you acting solely as principal pursuant to Section 2(b) and not as agent, and
the term "you" shall refer to you collectively whether at any time any of you is
acting in both such capacities or in either such capacity. In acting under this
Agreement, in whatever capacity, each of you is acting individually and not
jointly.
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 (d) hereof.
(a) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933 (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (File Number: 33-60249), including a basic
prospectus, which has become effective, for the registration under the
Act of $750,000,000 aggregate principal amount of debt securities (the
"Securities"), including the Notes. Such registration 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 relating 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 further supplements to the
Prospectus Supplement (each a "Pricing Supplement") 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 the
date of a Terms Agreement or any acceptance of the Company of an offer
to purchase Notes and at the date of delivery by the Company of any
Notes sold hereunder (a "Closing Date"), (i) the Registration
Statement, as amended as of any such time, and the Prospectus, as
supplemented as of any such time, and the Indenture will comply in all
material respects with the applicable requirements of the Act, the
Trust Indenture Act
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of 1939 (the "Trust Indenture Act") and the Securities Exchange Act of
1934 (the "Exchange Act") and the respective rules thereunder; (ii) the
Registration Statement, as amended as of any such time, did not or will
not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order
to make the statements therein not misleading; and (iii) 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 make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to
(i) that part of the Registration Statement which shall constitute the
Statement of Eligibility (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 of you 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
Indenture will constitute a legal, valid and binding instrument
enforceable against the Company in accordance with its terms, subject
as to enforcement to bankruptcy, insolvency, reorganization,
moratorium, and other similar laws relating to or affecting creditors'
rights generally and to general equity principles, and such Notes will
have been duly authorized, executed, authenticated and, when paid for
by the purchasers thereof, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the Indenture,
subject to bankruptcy, insolvency, reorganization, moratorium, and
other similar laws relating to or affecting creditors' rights generally
and to general equity principles.
(d) The terms which follow, when used in this Agreement, 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 executed and
delivered by the parties hereto. "Basic Prospectus" shall mean the form
of basic prospectus relating to the Securities contained in the
Registration Statement at the Effective Date. "Prospectus" shall mean
the Basic Prospectus as supplemented by the Prospectus Supplement.
"Registration Statement" shall mean the registration 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
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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 incorporated 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 each of the
Agents 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, each of the Agents agrees, as
agent of the Company, to use its reasonable efforts to solicit offers to
purchase the Notes from the Company upon the terms and conditions set forth in
the Prospectus (and any supplement thereto) and in the Procedures. Each Agent
shall make reasonable efforts to assist the Company in obtaining performance by
each purchaser whose offer to purchase Notes has been solicited by such Agent
and accepted by the Company, but such Agent shall not be obligated to disclose
the identity of any purchaser or 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 any Agent be obligated to purchase any
Notes for its own account. It is understood and agreed, however, that any Agent
may purchase Notes as principal pursuant to Section 2(b).
The Company reserves the right, in its sole discretion, to
instruct the Agents to suspend at any time, for any period of time or
permanently, the solicitation of offers to purchase Notes. Upon receipt of
instructions from the Company, the Agents will forthwith suspend solicitation of
offers to purchase Notes from the Company until such time as the Company has
advised them that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, on the
Closing Date with respect to each sale of Notes by the Company as a result of a
solicitation made by such Agent, in the form of a discount, in accordance with
the schedule relating to each series of Notes set forth in Exhibit B hereto.
Such commission shall be payable as specified in the Procedures.
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If the Company shall default in its obligations to deliver
Notes to a purchaser whose offer it has accepted, the Company shall indemnify
and hold each of you harmless against any loss, claim or damage arising from or
as a result of such default by the Company.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited by an Agent as
agent for the Company at such time and in such amounts as such Agent deems
advisable. Subject to the following paragraph, the Company may from time to time
offer Notes for sale directly to investors; provided, however,
that so long as this Agreement is in effect the Company shall not solicit or
accept offers to purchase Notes through any agent other than an Agent.
The Company expressly reserves the right to appoint other
persons, partnerships or corporations ("Additional Agents") to act as its agent
to solicit offers for the purchase of Notes without obtaining the consent of the
Agents; provided, the Company shall give the Agents notice of such appointment,
each Additional Agent shall be named in a Pricing Supplement and shall either
execute this Agreement and become a party hereto or shall enter into a selling
agency agreement with the Company on terms substantially similar to those
contained herein; thereafter the term Agent, or "you" as used in this Agreement
shall mean each Agent and each such Additional Agent. No exercise by the Company
of its rights described in this paragraph shall be construed as altering,
amending or terminating the rights and obligations of the other Agents that are
parties to this Agreement.
(b) Subject to the terms and conditions stated herein, whenever
the Company and any of you determines that the Company shall sell Notes directly
to any of 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, confirmed
in writing, or written agreement) is herein referred to as a "Terms Agreement".
Each Terms Agreement shall describe 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 public
accountants as described in Section 6(b). Any such Terms Agreement may also
specify the period of time referred to in Section 4(m). Any written Terms
Agreement may be in the form attached hereto as Exhibit C. 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 conditions herein set forth.
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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 Purchaser (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 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. Any Agent may sell Notes to any dealer at
a discount and, unless otherwise specified in the applicable Pricing Supplement,
such discount allowed to any dealer will not be in excess of the discount to be
received by such Agent from the Company.
3. Offering and Sale of Notes. Each Agent and the Company agree
to perform the respective duties and obligations specifically provided to be
performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the 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
offering 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 supplement relating to an offering of
Securities other than the Notes) unless the Company has furnished each
of you a copy for your review prior to filing and given each of you a
reasonable opportunity to comment on any such proposed amendment or
supplement. Subject to the foregoing sentence, 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 each of 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 offering 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 Registration Statement or
supplement to the Prospectus or for any additional
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information, (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or 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 Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result of
which the Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it
shall be necessary to amend the Registration Statement or to supplement
the Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will (i) notify each
of you to suspend solicitation of offers to purchase Notes (and, if so
notified by the Company, each of you 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 supplement which will
correct such statement or omission or effect such compliance and (iii)
supply such supplemented Prospectus to each of you in such quantities
as you may reasonably request. If such amendment or supplement, and any
documents, certificates and opinions furnished to each of you pursuant
to paragraph (g) of this Section 4 in connection with the preparation
or filing of such amendment or supplement are satisfactory in all
material respects to you, you will, upon the filing of such amendment
or supplement with the Commission and upon the effectiveness of an
amendment to the Registration Statement, if such an amendment is
required, resume your obligation to solicit 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), 13(c), 14 or 15(d) of the Exchange Act and
will furnish to each of you copies of such documents. In addition, on
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 pursuant to the Exchange Act, the Company will furnish
to each of you the information contained in such announcement. The
Company also will furnish to each of you copies of all press releases
or announcements furnished to news or wire services and any
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other material press releases and announcements. The Company will
immediately notify each of you of (i) any decrease in the rating of the
Notes or any other debt securities of the Company by any "nationally
recognized statistical rating organization" (as defined for purposes of
Rule 436(g) under the Act) or (ii) any notice given of any intended or
potential decrease in any such rating or of a possible change in any
such rating that does not indicate the direction of the possible
change, as soon as the Company learns of any such decrease or notice.
(d) As soon as practicable, the Company will make generally
available to its security holders and to each of you an earnings
statement or statements of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act and Rule 158 under
the Act.
(e) The Company will furnish to each of you and your counsel,
without charge, copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus may be
required by the Act, as many copies of the Prospectus and any
supplement thereto as you may reasonably request.
(f) The Company will use its best efforts to arrange for the
qualification of the Notes for sale under the laws of such
jurisdictions as any of you may designate, will maintain such
qualifications in effect so long as required for the distribution of
the Notes, and will arrange for the determination of the legality of
the Notes for purchase by institutional investors, provided that the
Company shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction or to
file annual reports or to comply with any other requirements deemed by
the Company to be unduly burdensome.
(g) The Company shall furnish to each of you such information,
documents, certificates of officers of the Company and opinions of
counsel for the Company relating to the business and operations of the
Company, the Registration 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 reasonably request prior to the termination
of this Agreement.
(h) The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement and any Terms Agreement, including the
fees and disbursements of its accountants and counsel, the cost of
printing or other production and delivery of the Registration
Statement, the Prospectus, all amendments thereof and supplements
thereto, the Indenture, this Agreement, any Terms Agreement and all
other documents relating to the offering, the cost of
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preparing, printing, packaging and delivering the Notes, the fees and
disbursements, including fees of counsel, incurred in compliance with
Section 4(f), the fees and disbursements of the Trustee and the fees of
any agency that rates the Notes, (ii) reimburse each of you as
requested for all out-of-pocket expenses (including without limitation
advertising expenses approved in advance by the Company), if any,
incurred by you in connection with this Agreement and (iii) pay the
fees and expenses of your counsel incurred in connection with this
Agreement and any Terms Agreement.
(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 acceptance, as though made at and as of such time, and a
covenant 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 representations 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 Securities 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 registered pursuant to the
Registration Statement. The Company will inform you promptly upon your
request of the aggregate amount of Securities registered under the
Registration Statement which remain unsold.
(j) During each period during which, in the opinion of counsel
for the Agents, a Prospectus relating to the Notes is required to be
delivered under the Act (each a "Marketing Period"), (i) each time the
Company files with the Commission an Annual Report on Form 10-K or a
Quarterly Report on Form 10-Q and (ii) each time that the Registration
Statement or the Prospectus is amended or supplemented in a manner
which, in the opinion of counsel for the Agents, is material (other
than by an amendment or supplement relating to any offering of
Securities 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, in the case of clause (i) automatically,
and, in the case of clause (ii) upon the request by any Agent, deliver
or cause to be delivered promptly to each of you a certificate of the
Company, signed by an officer or officers of the Company, (x) dated the
date of such amendment,
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supplement or filing or (y) if such amendment, supplement or filing was
not filed during a Marketing Period, as of the first day of the next
succeeding Marketing Period, in form reasonably satisfactory to you, of
the same tenor as the certificate 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.
(k) During each Marketing Period, (i) each time the Company
files with the Commission an Annual Report on Form 10-K or a Quarterly
Report on Form 10-Q and (ii) each time that the Registration Statement
or the Prospectus is amended or supplemented in a manner which, in the
opinion of counsel for the Agents, is material (other than by an
amendment or supplement (a) relating to any offering of Securities
other than the Notes, (b) 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 or (c) setting
forth or incorporating by reference financial statements or other
information as of and for a fiscal quarter, unless, in the case of
clause (c) above, in the reasonable judgment of any of you, such
financial statements or other information are of such a material nature
that an opinion of counsel should be furnished), the Company shall, in
the case of clause (i) automatically, and, in the case of clause (ii)
upon the request by any Agent, furnish or cause to be furnished
promptly to each of you a written opinion of counsel of the Company
satisfactory to each of you, (x) dated the date of such amendment,
supplement or filing or (y) if such amendment, supplement or filing was
not filed during a Marketing Period, on the first day of the next
succeeding Marketing Period, in form satisfactory to each of you, of
the same tenor as the opinion referred to in Section 5(b) but modified
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 or, in lieu of such opinion, counsel last
furnishing such an opinion to you may furnish each of 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) During each Marketing Period, (i) each time the Company
files with the Commission an Annual Report on Form 10-K or a Quarterly
Report on Form 10-Q and (ii) each time that the Registration Statement
or the Prospectus is amended or supplemented to include or incorporate
amended or supplemental financial information which, in the opinion of
counsel for the Agents, is material, the Company shall cause its
independent public accountants promptly (within 45 days
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after the filing of a Quarterly Report on Form 10-Q and within 90 days
after the filing of an Annual Report on Form 10-K), in the case of
clause (i) automatically, and, in the case of clause (ii) upon the
request by any Agent, to furnish each of you a letter, (x) dated the
date of such amendment, supplement or filing or (y) if such amendment,
supplement or filing was not filed during a Marketing Period, on the
first day of the next succeeding Marketing Period, in form satisfactory
to each of 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
supplemental financial information included or incorporated by
reference in the Registration Statement and the Prospectus, as amended
or supplemented to the date of such letter; provided, however, that, if
the Registration Statement or the Prospectus is amended or supplemented
solely to include or incorporate by reference financial information as
of and for a fiscal quarter, the Company's independent public
accountants may limit the scope of such letter, which shall be
satisfactory in form to each of you, to the unaudited financial
statements, the related "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and any other
information of an accounting, financial or statistical nature included
in such amendment or supplement, unless, in the reasonable judgment of
any of you, such letter should cover other information or changes in
specified financial statement line items.
(m) During the period, if any, specified (whether orally or in
writing) in any Terms Agreement, the Company shall not, without the
prior consent of the Purchaser thereunder, offer, sell or contract to
sell, or otherwise dispose of, directly or indirectly, or announce the
offering of, any debt securities issued or guaranteed by the Company
(other than the Notes being sold pursuant to such Terms Agreement).
(n) The Company confirms as of the date hereof, and each
acceptance by the Company of an offer to purchase Notes will be deemed
to be an affirmation, that the Company is in compliance with all
provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act
Relating to Disclosure of Doing Business with Cuba, and the Company
further agrees that if it commences engaging in business with the
government of Cuba or with any person or affiliate located in Cuba
after the date the Registration Statement becomes or has become
effective with the Securities and Exchange Commission or with the
Florida Department of Banking and Finance (the "Department"), whichever
date is later, or if the information reported in the Prospectus, if
any, concerning the Company's business with Cuba or with any person or
affiliate located in Cuba changes in any material way, the Company will
provide the Department notice of such business or change, as
appropriate, in a form acceptable to the Department.
<PAGE> 12
12
5. Conditions to the Obligations of the Agents. The
obligations of each 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 and as of each
Closing Date, to the accuracy of the statements of the Company made in any
certificates as of the date thereof 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 Prospectus, 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 Registration Statement shall have been issued and
no proceedings for that purpose shall have been instituted or
threatened.
(b) The Company shall have furnished to each Agent the opinion
of Patricia Nachtigal, Vice President and General Counsel of the
Company, dated the Execution Time, to the effect that:
(i) the Company has been duly incorporated and is
validly existing and in good standing as a corporation under
the laws of the State of New Jersey, with corporate power and
authority to own its properties and conduct its business as
described in each Prospectus;
(ii) to the best of her knowledge, there are no legal
or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject, other than
as set forth in the Prospectus and other than litigation
incident to the kind of business conducted by the Company and
its subsidiaries which individually and in the aggregate is not
material to the Company and its subsidiaries taken as a whole;
and to the best of her knowledge, no such proceedings are
threatened or contemplated by governmental authorities or
threatened by others;
(iii) this Agreement and the Terms Agreements, if any,
with respect to the Notes have been duly authorized, executed
and delivered by the Company;
(iv) the Notes have been duly authorized, executed,
authenticated, issued and delivered and constitute valid and
legally binding obligations of the Company entitled to the
benefits provided by the Indenture, subject to bankruptcy,
insolvency, reorganization and other similar laws of general
applicability relating to or affecting creditors' rights and to
general equity principles; and the Notes
<PAGE> 13
13
and the Indenture conform to the descriptions thereof in the
Prospectus as amended or supplemented;
(v) the Indenture has been duly authorized,executed
and delivered by the parties thereto and constitutes a valid
and legally binding instrument, enforceable in accordance with
its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other similar laws of general
applicability relating to or affecting creditors' rights and to
general equity principles; and the Indenture has been duly
qualified under the Trust Indenture Act;
(vi) the issue and sale of the Notes and the
compliance by the Company with all of the provisions of the
Notes, the Indenture, this Agreement and the Terms Agreements,
if any, with respect to the Notes and the consummation of the
transactions herein and therein contemplated will not conflict
with or result in a breach of any of the terms or provisions
of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the
property or assets of the Company pursuant to the terms of, any
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument which is material to the Company and
its subsidiaries taken as a whole and is known to her to which
the Company is a party or by which the Company is bound or to
which any of the property or assets of the Company or any of
its significant subsidiaries is subject, nor will such action
result in any violation of the provisions of the Restated
Certificate of Incorporation, as amended, or the By-Laws of the
Company or any statute or any order, rule or regulation known
to her of any court or governmental agency or body having
jurisdiction over the Company or any of its properties; and no
consent, approval, authorization, order, registration or
qualification of or with any such court or any such regulatory
authority or other governmental agency or body is required for
the issue and sale of the Notes or the consummation of the
other transactions contemplated by this Agreement, the Terms
Agreements, if any, or the Indenture, except such as have been
obtained under the Act, the Exchange Act and the Trust
Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
distribution of the Notes by the Agents; and
(vii) the Registration Statement and the Prospectus as
amended or supplemented and any further amendments and
supplements thereto made by the Company prior to the Execution
Time for the Notes (other than the financial statements and
related schedules therein, as
<PAGE> 14
14
to which she need express no opinion) comply as to form in all
material respects with the requirements of the Act and the
Trust Indenture Act and the rules and regulations thereunder;
she has no reason to believe that, as of the effective date of
the Registration Statement, either the Registration Statement
or the Prospectus (or, as of its date, any further amendment or
supplement thereto made by the Company prior to the Execution
Time) 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 not misleading or
that, as of the Execution Time, either the Registration
Statement or the Prospectus (or any such further amendment or
supplement thereto) contains an untrue statement of a material
fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading.
In rendering such opinion, Patricia Nachtigal may rely (A) as to
matters involving the application of laws of any jurisdiction other
than the State of New Jersey, the State of New York or the United
States, to the extent deemed proper and specified in such opinion, upon
the opinion of other counsel of good standing believed to be reliable
and who are satisfactory to counsel for the Agent and (B) as to matters
of fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials. References to the
Prospectus in this paragraph (b) include any supplements thereto at the
date such opinion is rendered.
(c) Each Agent shall have received from Simpson Thacher &
Bartlett, 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 Registration Statement, the Prospectus (together with
any supplement thereto) and other related matters as the Agents may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling them
to pass upon such matters.
(d) The Company shall have furnished to each Agent a
certificate or certificates of the Company, signed by an officer or
officers 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 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 satisfied all the conditions on its part to be
<PAGE> 15
15
performed or satisfied as a condition to the obligation of the
Agents 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 taken as a
whole, whether or not arising from transactions 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, the independent accountants who have
certified the financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement
shall have furnished to each Agent a letter, dated as of the Execution
Time, of the type described in the American Institute of Certified
Public Accountants' Statement on Auditing Standards No. 72 covering
such matters as the Agents may reasonably request and in form and
substance satisfactory to the Agents.
(f) Prior to the Execution Time, the Company shall have
furnished to each Agent such further information, documents,
certificates and opinions of counsel as the Agents may reasonably
request.
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 such Agents and counsel for the Agents,
this Agreement and all obligations of any Agent hereunder may be canceled at any
time by the Agents. Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall
be delivered at the office of Simpson Thacher & Bartlett, counsel for the
Agents, at 425 Lexington Avenue, 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
<PAGE> 16
16
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.
(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) the opinion of Patricia
Nachtigal, Vice President and General Counsel for the Company (or such
successor counsel as the Company shall designate in a written notice to
the Agents), dated as of the Closing Date, to the effect set forth in
Section 5(b), (iii) the opinion of Simpson Thacher & Bartlett, counsel
for the Purchaser, dated as of the Closing Date, to the effect set
forth in Section 5(c), and (iv) the letter of Price Waterhouse LLP,
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 Agreement, 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 its counsel, 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 telegraph 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 solicitation by any of the Agents shall have
the right to refuse to purchase 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 solicitation by
<PAGE> 17
17
any of the Agents shall have the right to refuse to purchase such Note if,
subsequent to the agreement to purchase such Note, any change, condition or
development specified in any of Sections 9(b)(i) through (v) shall have occurred
(with the judgment of the Agent which presented the offer to purchase such Note
being substituted for any judgment of a Purchaser required therein) the effect
of which is, in the judgment of the Agent which presented the offer to purchase
such Note, 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 any such Agent have any duty or obligation to the Company
or to any such person to exercise the judgment permitted to be exercised under
this Section 7(b) and Section 9(b)).
8. Indemnification and Contribution. (a) The Company
will indemnify and hold harmless each of you against any losses, claims, damages
or liabilities, joint or several, to which you may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus or any other prospectus relating to the Notes, or any amendment
or supplement thereto (including, without limitation, any Pricing Supplement),
or 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 misleading, and will reimburse each of you for any legal
or other expenses (subject to your providing prior written notification to the
Company of the engagement of legal counsel) reasonably incurred by you in
connection with investigating or defending any such action or claim; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus or any other prospectus relating to the
Notes, or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by any of you
expressly for use in the Prospectus relating to such Notes; provided further,
however, that the foregoing indemnity with respect to preliminary prospectuses
shall not inure to the benefit of any Agent from whom the person asserting any
such losses, claims, damages or liabilities purchased Notes if such untrue
statement or omission made in any preliminary prospectus is eliminated or
remedied in the Prospectus relating to such Notes and if a copy of the
Prospectus relating to such Notes (excluding documents incorporated by
reference) has not been sent or given to such person at or prior to the written
confirmation of the sale of such Notes to such person provided, however, that
such Prospectus shall have been timely provided to the applicable Agent by the
Company in accordance with the procedures outlined herein and in the
Administrative Procedures.
<PAGE> 18
18
(b) Each of you agrees to indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus or any other prospectus relating to
the Notes, or any amendment or supplement thereto, or 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 misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus or any other prospectus relating to the Notes, or any
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by the relevant Agent expressly for use
therein; and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party, provided, however,
that if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have been advised by its
counsel that representation of such indemnified party and the indemnifying party
by the same counsel would be inappropriate (whether or not such representation
by the same counsel has been proposed) under applicable standards of
professional conduct due to actual or potential differing interests between
them, the indemnified party or parties shall have the right to select separate
counsel or participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
<PAGE> 19
19
with the defense thereof unless the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel, approved by you in the case
of paragraph (a) of this Section 8, representing the indemnified parties under
such paragraph (a) who are parties to such action).
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and you on the other
from the offering of the Notes to which such loss, claim, damage or liability
(or action in respect thereof) relates. If, however, the allocation provided by
the immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the one
hand and you on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and you on the other shall be
deemed to be in the same proportion as the total net proceeds from such offering
(before deducting expenses) received by the Company bear to the total
commissions received by you. The relative fault 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 supplied by the Company on the one hand or you on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each of you agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Agents were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), none of you
shall be required to contribute any amount in excess of the amount by which the
commissions received by such of you in connection with the sale
<PAGE> 20
20
of Notes exceeds the amount of any damages which you 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 meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. Your
obligations in this subsection (d) to contribute are several in proportion to
your respective obligations with respect to such Notes and not joint.
(e) The obligations of the Company under this Section 8 shall
be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any of you within the meaning of the Act; and your obligations under this
Section 8 shall be in addition to any liability which each of you may otherwise
have and shall extend, upon the same terms and conditions to each officer and
director of the Company and to each person, if any, who controls the Company
within the meaning of the Act.
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 any of you insofar as
this Agreement relates to any Agent, by giving written notice of such
termination to such Agent or the Company, as the case may be. This Agreement
shall so terminate at the close of business on the first business day following
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), Section 8 and Section 10.
(b) Each Terms Agreement shall be subject to termination in the
absolute discretion of the Purchaser, by notice given to the Company prior to
delivery of any payment for any Note to be purchased thereunder, if prior to
such time there shall have occurred any of the following: (i) subsequent to the
agreement to purchase such Note, any change, or any development involving a
prospective change, in or affecting the business or properties of the Company
and its subsidiaries the effect of which is, in the judgment of the Purchaser,
so material and adverse as to make it impracticable or inadvisable to proceed
with the offering or delivery of such Note; (ii) subsequent to the agreement to
purchase such Note, any decrease in the rating of any of the Company's debt
securities by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) or any notice given of any
intended or potential decrease in any such rating or of a possible change in any
such rating that does not indicate the direction of the possible change; (iii) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange, Inc.; (iv) a general moratorium on commercial banking
activities in New York declared by either Federal or New York State authorities;
or (v) the outbreak or material
<PAGE> 21
21
escalation of hostilities involving the United States or the declaration, on or
after the date hereof, by the United States of a national emergency or war, the
effect of which on financial markets is to make it, in the reasonable judgment
of the affected Agent, impracticable or inadvisable to proceed with the public
offering or the delivery of the Notes on the terms and in the manner
contemplated in the Prospectus or the purchase of Notes from the Company as
principal pursuant to the applicable Terms Agreement, as the case may be.
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 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 provisions 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 telegraphed and confirmed to such of you, at the address
specified in Schedule I hereto; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 200 Chestnut Ridge Road,
Woodcliff Lake, New Jersey 07615, attention of Vice President and General
Counsel.
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. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
<PAGE> 22
22
If the foregoing is in accordance with your understanding 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 Company and you.
Very truly yours,
INGERSOLL-RAND COMPANY
By: /s/ William J. Armstrong
---------------------------
Title: Vice President and Treasurer
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
SALOMON BROTHERS INC
By: /s/ Michele Moffit
--------------------------
Title: Attorney-in-fact
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
By: /s/ Scott G. Primrose
--------------------------
Scott G. Primrose
Title: Authorized Signatory
CHASE SECURITIES, INC.
By: /s/ John Judson
--------------------------
Title: Managing Director
GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
--------------------------
Title:
<PAGE> 23
23
J.P. MORGAN SECURITIES INC.
By: /s/ Maria Scramek
--------------------------
Title: Vice President
<PAGE> 24
SCHEDULE I
Salomon Brothers Inc
Seven World Trade Center
New York, N.Y. 10048
Attn: Medium-Term Note Department
Tel: (212) 783-6848
Fax: (212) 783-2274
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower, 10th Floor
New York, N.Y. 10281
Attn: MTN Product Management
Tel: (212) 449-7476
Fax: (212) 449-2234
Chase Securities, Inc.
One Chase Manhattan Plaza, 15 Floor
New York, N.Y. 10081
Attn: Medium-Term Note Department
Tel: (212) 552-2969
Fax: (212) 552-1507
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
Attn: Credit Department
Credit Control-Medium-Term Notes
Tel: (212) 902-3711
Fax: (212) 357-8680
J.P. Morgan Securities Inc.
60 Wall Street
New York, N.Y. 10260
Attn: Capital Markets Department
Tel: (212) 648-0741
Fax: (212) 648-5939
<PAGE> 1
CUSIP NO.____ INGERSOLL-RAND COMPANY
REGISTERED NO. FX__ MEDIUM-TERM NOTE, SERIES A PRINCIPAL AMOUNT: $______
(Fixed Rate)
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of the Depositary,
this note is a global Note and the following legend is applicable: Unless this
certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is
made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
CEDE & CO., has an interest herein.
The following summary of terms is subject to the information
set forth on the reverse hereof:
<TABLE>
<S> <C>
ORIGINAL ISSUE DATE: OPTIONAL REDEMPTION: / / YES / / NO
STATED MATURITY: INITIAL REDEMPTION DATE:
AUTHORIZED DENOMINATIONS: REDEMPTION PRICE: Initially __% of Principal Amount and
declining by __% of the Principal Amount on each anniversary
FORM: / / BOOK ENTRY of the Initial Redemption Date until the Redemption Price is
/ / CERTIFICATED 100% of the Principal Amount.
INTEREST RATE: OPTION TO ELECT REPAYMENT: / / YES / / NO
INTEREST PAYMENT DATE[S]: OPTIONAL REPAYMENT DATES:
REGULAR RECORD DATE[S]: OPTIONAL REPAYMENT PRICES:
/ / YES / / NO
DEPOSITARY:
AMORTIZING NOTES: / / YES / / NO
OTHER PROVISIONS:
</TABLE>
If this Security was issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended, the
following shall be completed:
<TABLE>
<S> <C> <C>
ORIGINAL ISSUE DISCOUNT SECURITY: TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a percentage
of aggregate principal amount):
/ / YES / / NO
YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID: METHOD USED TO DETERMINE YIELD FOR SHORT
ACCRUAL PERIOD:
N/A
/ / Approximate / / Exact
</TABLE>
INGERSOLL-RAND COMPANY, a corporation duly organized and
existing under the laws of New Jersey (herein called the "Company" which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to CEDE & Co., or
registered assigns, the principal sum set forth above on the Stated Maturity
shown above, and to pay interest thereon from the Original Issue Date shown
above or from and including the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, as
the case may be. (Continued on next page.)
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATION OF AUTHENTICATION INGERSOLL-RAND COMPANY
This is one of the Securities of the
series designated herein and referred By:
to in the within-mentioned Indenture. ----------------------------
Its:__________________
THE BANK OF NEW YORK By:
as Trustee ----------------------------
By: Its:__________________
---------------------------------
Authorized Signatory
<PAGE> 2
(Continued from previous page.)
Interest will be paid on the interest payment date or dates
shown above (each, an "Interest Payment Date"), commencing with the first such
Interest Payment Date next succeeding the Original Issue Date shown above
(except as provided below), at the rate per annum specified above, until the
principal hereof is paid or made available for payment and on Stated Maturity,
and, if specified above, interest shall accrue on any overdue principal and on
any overdue installment of interest (to the extent that the payment of such
interest shall be legally enforceable) at the overdue rate per annum set forth
above. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the Regular Record Date set forth above next
preceding such Interest Payment Date, which shall be the fifteenth calendar day
next preceding such Interest Payment Date. The first payment of interest on
any Note originally issued between a Regular Record Date and an Interest
Payment Date will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered owner on such succeeding
Regular Record Date. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
defaulted interest to be fixed by the Trustee, notice whereof to be given to
Holders of Notes of this series not less than 10 calendar days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes of this series may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.
Payments of interest (to be paid in U.S. dollars) will be made
by mailing a check to the Holder at the address of the Holder appearing in the
Security Register as of the applicable Regular Record Date. Notwithstanding
the foregoing, at the option of the Company, all payments of interest and
principal on this Note may be made by wire transfer of immediately available
funds as designated by the Holder not less than 15 calendar days prior to the
Interest Payment Date. If a Holder holds $10,000,000 or more in aggregate
principal amount of Notes of like tenor and terms (including the same Interest
Payment Date), such Holder shall be entitled to receive payments of interest
(other than at Stated Maturity or upon earlier redemption or repayment) in U.S.
dollars by wire transfer of immediately available funds, but only if
appropriate payment instructions have been received in writing by the Trustee
not less than 15 calendar days prior to the applicable Interest Payment Date.
If such a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other reason, a notice will be mailed to
the Holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within 15 days of such receipt. The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer, but not any tax, assessment or governmental
charge imposed upon the Holder of this Note. In the event that payment is so
made in accordance with the instructions of the Holder, such wire transfer
shall be deemed to constitute full and complete payment of such interest and
principal on this Note.
If this is not a global Note, payment of the principal,
premium, if any, and interest payable at Stated Maturity in respect of this
Note will be paid in immediately available funds upon surrender of this Note
accompanied by wire instructions at the principal office of the Trustee,
provided that the Note is presented in time for the Trustee to make such
payments in such funds in accordance with its normal procedures. If the Holder
of this Note (as indicated above) is the Depositary or a nominee of the
Depositary, this Note is a global Note and the following legend is applicable
except as specified on the reverse hereof: THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or through
an Authenticating Agent, by manual signature of an authorized signatory, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
-2-
<PAGE> 3
[Reverse of Note]
INGERSOLL-RAND COMPANY
MEDIUM-TERM NOTE, SERIES A
SECTION 1. General. This Note is one of a duly authorized
issue of Securities of the Company (herein called the "Notes"), issued and to
be issued in one or more series under an Indenture, dated as of August 1, 1986
(as supplemented, the "Indenture"), between the Company and The Bank of New
York, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one
of the Securities of the series designated on the face hereof. The Notes may
bear different dates, mature at different times, bear interest at different
rates, be subject to different redemption provisions and may otherwise vary,
all as provided in the Indenture. The Notes are limited to an aggregate
initial offering price of up to $600,000,000 or such greater amount if Notes
are issued at an original issue discount, as shall result in aggregate gross
proceeds to the Company of $600,000,000.
SECTION 2. Payments. Interest on this Note will be payable
on the Interest Payment Date or Interest Payment Dates as specified on the face
hereof and, in either case, at Stated Maturity or earlier redemption or
repayment.
Interest payments on each Interest Payment Date for this Note
will include accrued interest from the Original Issue Date or from and
including the last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date or the date of Maturity,
as the case may be. Interest payments for this Note shall be computed and paid
on the basis of a 360-day year of twelve 30-day months.
Unless otherwise specified on the face hereof, if this Note is
specified on the face hereof as an Amortizing Note, payments with respect to
this Note will be applied first to interest due and payable hereon and then to
the reduction of the unpaid principal amount hereof. If this Note is specified
on the face hereof as an Amortizing Note, a table setting forth repayment
information in respect of this Note will be provided to the original purchaser
hereof and will be available, upon request, to subsequent Holders.
All percentages resulting from any calculations under this
Note will be rounded, if necessary, to the nearest one hundred thousandth of a
percentage point (with five one-millionths of a percentage point being rounded
upward) and all currency or currency unit or dollar amounts used in or
resulting from any such calculation in respect of the Notes will be rounded to
the nearest one-hundredth of a unit (with five one-thousandths being rounded
upward) or nearest cent, as the case may be.
"Maturity" means the date on which the principal of this Note
becomes due and payable in full in accordance with the terms hereof and the
terms of the Indenture, whether at Stated Maturity, upon acceleration,
redemption, repayment or otherwise.
SECTION 3. Redemption. If so specified on the face hereof,
the Company may at its option redeem this Note in whole or from time to time in
part on or after the date designated as the Initial Redemption Date on the face
hereof at the redemption price specified on the face hereof, together with
accrued and unpaid interest to the date of redemption, but interest
installments whose Stated Maturity is on or prior to the date of redemption
will be payable to the Holder of this Note of record at the close of business
on the relevant Regular Record Date referred to on the face hereof, all as
provided in the Indenture. The Company may exercise such option by causing the
Trustee to mail a notice of such redemption at least 30 but not more than 60
calendar days prior to the date of redemption, subject to all the conditions
and provisions of the Indenture. In the event of redemption of this Note in
part only, a new Note or Notes for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.
SECTION 4. Repayment. If so specified on the face hereof,
this Note will be repayable prior to Stated Maturity at the option of the
Holder on the Optional Repayment Dates shown on the face hereof at the Optional
Repayment Prices shown on the face hereof together with interest accrued and
unpaid thereon to the date of repayment. In order for this Note (if it is
repayable at the option of the Holder) to be repaid prior to Stated Maturity,
the Paying Agent must receive at least 30 but not more than 45 calendar days
prior to an Optional Repayment Date (i) this Note with the form below entitled
"Option to Elect Repayment" duly completed or (ii) a hand delivery, facsimile
transmission or letter (first class, postage prepaid) from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or trust company in the United States of America
setting forth the name of the Holder of this Note, the principal amount of the
Note to be repaid, the certificate number or a description of the tenor and
terms of this Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note with the form below entitled
"Option to Elect Repayment" duly completed will be received by the Paying Agent
not later than five Business Days after the date of such hand delivery,
facsimile transmission or letter (first class, postage prepaid). If the
procedure described in clause (ii) of the preceding sentence is followed, this
Note with such form duly completed must be, received by the Trustee by such
fifth Business Day. Exercise of the repayment option by the Holder of this
Note shall be irrevocable, except that a Holder who has tendered this Note for
repayment may revoke any such tender for repayment by written notice to the
Paying Agent received prior to the close of business on the tenth calendar day
prior to the repayment date. The repayment option may be exercised by the
Holder of this Note for less than the entire principal amount of the Note
provided that the principal amount of the Note remaining outstanding after
repayment is an authorized denomination. Upon such partial repayment this Note
shall be cancelled and a new Note or Notes for the remaining principal amount
hereof shall be issued in the name of the Holder of this Note.
SECTION 5. Sinking Fund. This Note will not be subject to
any sinking fund.
SECTION 6. Original Issue Discount Notes. Notwithstanding
anything herein to the contrary, if this Note is an Original Issue Discount
Note, the amount payable in the event of redemption or repayment prior to the
Stated Maturity hereof in lieu of the principal amount due at the Stated
Maturity hereof shall be the Amortized Face Amount of this Note as of the
redemption date or the date of repayment, 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
-3-
<PAGE> 4
hereof) plus (b) that portion of the difference between the Issue Price and the
principal amount hereof that has accrued at the yield to maturity (as set forth
on the face hereof) (computed in accordance with generally accepted United
States bond yield computation principles) at the date as of which the Amortized
Face Amount is calculated but in no event shall the Amortized Face Amount of
this Note exceed its principal amount.
SECTION 7. Events of Default. If any Event of Default with
respect to Notes of this series shall occur and be continuing, the principal of
the Notes of this series may be declared due and payable in the manner and with
the effect provided in the Indenture; provided, however, that notwithstanding
anything herein to the contrary, if this Note is an Original Issue Discount
Note, the amount so declared due and payable shall be the Amortized Face Amount
of this Note as of the date of such declaration.
SECTION 8. Modifications and Waivers; Obligation of the
Company Absolute. The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than 66 2/3% in
principal amount of the outstanding Securities of all series affected by such
modification (voting as one class), to modify the Indenture or the rights of
the Holders of the Securities pursuant to a supplemental indenture, except that
no such modification shall, without the consent of the Holder of each Security
so affected, (i) change the stated maturity of the principal of, or any
instalment of principal of or interest, if any, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to the Indenture, or change the
place of payment of, or the coin or currency in which, any Security or any
premium or the interest thereon is payable or impair the right to institute
suit for the enforcement of any such payment on or after the stated maturity
thereof, (ii) reduce the percentage of Securities, the consent of the Holder of
which is required for any such modification or for certain waivers under the
Indenture or (iii) modify certain provisions of the Indenture relating to the
modification of the Indenture, waiver of past defaults or waiver of certain
covenants, except for certain permitted modifications.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and premium, if
any, and interest on this Note at the times, places and rates, and in the coin
or currency, herein prescribed.
SECTION 9. Defeasance and Covenant Defeasance. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness
of the Company on this Note and (b) certain restrictive covenants and the
related Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Note.
SECTION 10. Authorized Denominations. Unless otherwise noted
on the face hereof, the Notes of this series are issuable only in global or
certificated registered form, without coupons, in denominations of $1,000 and
any integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth and to the
limitations described below, if applicable, Notes of this series are
exchangeable for a like aggregate principal amount of Notes of this series and
of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.
SECTION 11. Registration of Transfer. As provided in the
Indenture and subject to certain limitations therein set forth and to the
limitations described below, if applicable, the transfer of this Note is
registerable in the securities register upon surrender of this Note for
registration of transfer at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar (which shall initially be the Trustee,
101 Barclay Street, 21st Floor, New York, New York 10286, (Attention:
Corporate Trust Trustee Administration) or at such other address as it may
designate as its principal corporate trust office in The City of New York) duly
executed by, the Holder hereof or the Holder's attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.
If this Note is a global Note (as specified on the face
hereof), this Note is exchangeable only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this
global Note or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be exchangeable
for certificated Notes in registered form or (z) an Event of Default, or an
event which with the passage of time or the giving of notice would become an
Event of Default, with respect to the Notes represented hereby has occurred and
is continuing, provided that the definitive Notes so issued in exchange for
this permanent global Note shall be in denominations of $1,000 and any integral
multiple of $1,000 in excess thereof and be of like aggregate principal amount
and tenor as the portion of this permanent global Note to be exchanged, and
provided further that, unless the Company agrees otherwise, Notes of this
series in certificated registered form will be issued in exchange for this
permanent global Note, or any portion hereof, only if such Notes in
certificated registered for were requested by written notice to the Trustee or
the Securities Registrar by or on behalf of a person who is the beneficial
owner of an interest hereof given through the Holder hereof. Except as
provided above, owners of beneficial interests in this permanent global Note
will not be entitled to receive physical delivery of Notes in certificated
registered form and will not be considered the Holders thereof for any purpose
under the Indenture.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
SECTION 12. Owners. Prior to due presentment of this Note
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Company, the Trustee or any such agent shall be
affected by notice to the contrary.
SECTION 13. Governing Law. The Indenture and the Notes shall
be governed by and construed in accordance with the laws of the State of New
York, without regard to principles of conflicts of laws.
SECTION 14. Defined Terms. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture; and all references in the Indenture to "Security" or
-4-
<PAGE> 5
"Securities" shall be deemed to include the Notes. "Business Day" means any
Monday, Tuesday, Wednesday, Thursday or Friday that in The City of New York is
not a day on which banking institutions are authorized or required by law,
regulation or executive order to close.
-5-
<PAGE> 6
OPTION TO ELECT REPAYMENT
[To be completed only if this Note is repayable at the option
of the Holder and the Holder elects to exercise such rights]
The undersigned owner of this Note hereby irrevocably elects
to have the Company repay the principal amount of this Note or portion hereof
below designated at (i) the applicable Optional Repayment Price indicated on
the face hereof, together with interest accrued and unpaid thereon to the date
of repayment, if this Note is to be repaid pursuant to Section 4 of this Note.
Specify the denomination or denominations (which shall be $1,000 or an integral
multiple of $1,000 in excess thereof) of the Note or Notes to be issued to the
Holder for the portion of the within Note not being repaid (in the absence of
any specification, one such Note will be issued for the portion not being
repaid):
- ---------------------------------------
Dated:
--------------------------------- ----------------------------------
Signature
Sign exactly as name appears on
the front of this Note.
Principal amount to be repaid if amount Indicate address where check
to be repaid is less than the entire is to be sent, if repaid:
principal amount of this Note (principal
amount remaining must be an authorized
denomination) ----------------------------------
$
--------------------------------------- ----------------------------------
(which shall be an integral multiple of SOCIAL SECURITY OR OTHER TAXPAYER
$1,000 (or, if no such reference is made, ID NUMBER
an amount equal to the minimum Authorized ----------------------------------
Denomination)).
-6-
<PAGE> 7
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as through they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT Custodian
----------------------------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
----------------------------------------
(State)
Additional abbreviations may also be used though not in the
above list.
-------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _________________ attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Dated:
------------------ ----------------------------------------
Signature
Sign exactly as name appears on the
front of this Note
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
-7-
<PAGE> 8
CUSIP NO.
REGISTERED NO. FLC_ PRINCIPAL AMOUNT: $
------------
INGERSOLL-RAND COMPANY
MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of the Depositary,
this note is a global Note and the following legend is applicable: Unless this
certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is
made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
CEDE & CO., has an interest herein.
The following summary of terms is subject to the information
set forth on the reverse hereof:
OPTIONAL REDEMPTION: / / YES NO
ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE:
STATED MATURITY: REDEMPTION PRICE: Initially __% of
Principal Amount and declining by __% of
the Principal Amount on each anniversary
AUTHORIZED DENOMINATIONS: of the Initial Redemption Date until the
Redemption Price is 100% of the
Principal Amount.
FORM: / / BOOK ENTRY OPTION TO ELECT
/ / CERTIFICATED REPAYMENT: / / YES / / NO
INTEREST RATE BASIS: OPTIONAL REPAYMENT DATES:
INDEX MATURITY: OPTIONAL REPAYMENT PRICES:
REGULAR RECORD DATES: OTHER PROVISIONS:
INITIAL INTEREST RATE:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
SPREAD:
SPREAD MULTIPLIER:
INTEREST RESET PERIOD:
INTEREST RESET DATES:
INTEREST DETERMINATION DATE:
INTEREST PAYMENT DATES:
<PAGE> 9
CALCULATION AGENT:
AMORTIZING NOTE: / / YES / / NO
Depositary:
If this Security was issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended, the
following shall be completed:
<TABLE>
<S> <C> <C>
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE (expressed SECURITY:
as percentage of aggregate principal
amount):
/ / Yes / / No
YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID: METHOD USED TO DETERMINE YIELD FOR
SHORT ACCRUAL PERIOD:
/ / Approximate / / Exact
</TABLE>
INGERSOLL-RAND COMPANY, a corporation duly organized and
existing under the laws of New Jersey (herein called the "Company," which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
______________________________________________________________ or registered
assigns, the principal sum set forth above on the Stated Maturity shown above,
and to pay interest thereon from the Original Issue Date shown above or from
and including the most recent Interest Payment Date (as hereinafter defined) to
which interest has been paid or duly provided for, as the case may be.
Interest will be paid on the Interest Payment Dates shown
above ("Interest Payment Dates"), at the rate per annum determined in
accordance with the provisions on the reverse hereof, depending on the Interest
Rate Basis specified above, commencing with the first such Interest Payment
Date next succeeding the Original Issue Date shown above (except as provided
below) until the principal hereof is paid or made available for payment and on
Stated Maturity, and, if specified above, interest shall accrue on any overdue
principal and on any overdue installment of interest (to the extent that the
payment of such interest shall be legally enforceable) at the Overdue Rate per
annum set forth above. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the Regular Record Date set
forth above next preceding such Interest Payment Date, which shall be the
fifteenth calendar day next preceding such Interest Payment Date. The first
payment of interest on any Note originally issued between a Regular Record Date
and an Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the registered owner on
such succeeding Regular Record Date. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof to be given to Holders of Notes of this series not less than 10
calendar days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.
Payments of principal, interest and premium, if any, (each to
be paid in U.S. dollars) will be made by mailing a check to the Holder at the
address of the Holder appearing in the Security Register as of the applicable
Regular Record Date. Notwithstanding the foregoing, at the option of the
Company, all payments of interest and principal on this Note may be made by
wire transfer of immediately available funds as designated by the Holder not
less than 15 calendar days prior to the Interest Payment Date. If a Holder
holds $10,000,000 or more in aggregate principal amount of Notes of like tenor
and terms (including the same Interest Payment Date), such Holder shall be
entitled to receive payments of interest (other than at Stated Maturity or upon
earlier redemption or repayment) in U.S. dollars by wire transfer of
immediately available funds, but only if appropriate payment instructions have
been received in writing by the Trustee not less than 15 calendar days prior to
the applicable Interest Payment Date. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer, but
not any tax, assessment or governmental charge imposed upon the Holder of this
Note. In the event that payment is so made in accordance with the instructions
of the Holder, such wire transfer shall be deemed to constitute full and
complete payment of such interest and principal on this Note. If this is not a
global Note, payment of the principal, premium, if any, and interest payable at
Maturity in respect of this Note will be paid in immediately available funds
upon surrender of this Note accompanied by wire instructions at the principal
office of the Trustee, provided that the Note is presented in time for the
Trustee to make such payments in such funds in accordance with its normal
procedures.
If the Holder of this Note (as indicated above) is the
Depositary or a nominee of the Depositary, this Note is a global Note and the
following legend is applicable except as specified on the reverse hereof: THIS
GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or through
an Authenticating Agent, by manual signature of an authorized signatory, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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<PAGE> 10
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated:
INGERSOLL-RAND COMPANY
By:
-------------------------------
Its:
----------------------------
By:
-------------------------------
Its:
----------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein and referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK
as Trustee
By:
-----------------------------------------
Authorized Signatory
3
<PAGE> 11
[Reverse of Note]
INGERSOLL-RAND COMPANY
MEDIUM-TERM NOTE, SERIES A
SECTION 1. General. This Note is one of a duly authorized
issue of Securities of the Company (herein called the "Notes"), issued and to
be issued in one or more series under an Indenture, dated as of August 1, 1986
(as supplemented, the "Indenture"), between the Company and The Bank of New
York, as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one
of the Securities of the series designated on the face hereof. The Notes may
bear different dates, mature at different times, bear interest at different
rates, be subject to different redemption provisions and may otherwise vary,
all as provided in the Indenture. The Notes are limited to an aggregate
initial offering price of up to $600,000,000 or such greater amount if Notes
are issued at an original issue discount, as shall result in aggregate gross
proceeds to the Company of $600,000,000.
SECTION 2. Interest Rate Calculations; Payments. Unless
otherwise specified on the face hereof, the interest rate on this Note will be
equal to either (i) the interest rate calculated by reference to the specified
Interest Rate Basis plus or minus the Spread, if any, or (ii) the interest rate
calculated by reference to the specified Interest Rate Basis multiplied by the
Spread Multiplier, if any. The "Spread" is the number of basis points (one
basis point equals one-hundredth of a percentage point) specified on the face
hereof as being applicable to this Note, and the "Spread Multiplier" is the
percentage specified on the face hereof as being applicable to this Note. Set
forth on the face hereof is the Interest Rate Basis and the Spread or Spread
Multiplier, if any, and the maximum or minimum interest rate limitation, if
any, applicable to this Note. Set forth on the face hereof are particulars as
to the Calculation Agent (unless specified otherwise, The Bank of New York (in
such capacity, the "Calculation Agent")), Index Maturity, Original Issue Date,
the interest rate in effect for the period from the Original Issue Date to the
first Interest Reset Date set forth on the face hereof (the "Initial Interest
Rate"), Interest Determination Dates, Interest Payment Dates, Regular Record
Dates and Interest Reset Dates with respect to this Note.
Unless otherwise specified on the face hereof, if this Note is
specified on the face hereof as an Amortizing Note, payments with respect to
this Note will be applied first to interest due and payable hereon and then to
the reduction of the unpaid principal amount hereof. If this Note is specified
on the face hereof as an Amortizing Note, a table setting forth repayment
information in respect of this Note will be provided to the original purchaser
hereof and will be available, upon request, to subsequent Holders.
Except as provided below, interest on this Note will be
payable (i) 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; (ii) if this Note
resets quarterly, on the third Wednesday of March, June, September and December
of each year; (iii) if this Note resets semiannually, on the third Wednesday of
each of two months of each year specified on the face hereof; and (iv) if this
Note resets annually, on the third Wednesday of one month of each year
specified on the face hereof (each such day being an "Interest Payment Date"),
and in each case at Maturity. If any Interest Payment Date, other than
Maturity, for this Note would otherwise be a day that is not a Business Day,
such Interest Payment Date shall be postponed to the next day that is a
Business Day, except that if this Note is a LIBOR Note, if such Business Day is
in the next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding London Business Day. If the Maturity for this Note falls
on a day that is not a Business Day, payment of principal, premium, if any, and
interest with respect to this Note will be made on the next succeeding Business
Day with the same force and effect as if made on the due date, and no interest
shall be payable on the date of payment for the period from and after the due
date.
Unless otherwise specified on the face hereof, the rate of
interest on this Note will be reset daily, weekly, quarterly, semiannually or
annually (such period being the "Reset Period" for such Note, and the first day
of each Reset Period being an "Interest Reset Date"), as specified on the face
hereof. The Interest Reset Date will be, if this Note resets daily, each
Business Day; if this Note resets weekly (unless the Interest Rate Basis on the
face hereof is the Treasury Rate), the Wednesday of each week; if this Note
resets weekly and the Interest Rate Basis on the face hereof is the Treasury
Rate, the Tuesday of each week; if this Note resets monthly, the third
Wednesday of each month; if this Note resets quarterly, the third Wednesday of
each March, June, September and December; 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 one month of each year
specified on the face hereof; provided, however, that the interest rate in
effect from the date of issue to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof. If the Interest Reset Date
would otherwise be a day that is not a Business Day, the Interest Reset Date
shall be postponed to the next day that is a Business Day, except that if the
Interest Rate Basis on the face hereof is LIBOR, if such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding London Business Day. Each adjusted rate shall be
applicable on and after the Interest Reset Date to which it relates to, but not
including, the next succeeding Interest Reset Date or until Stated Maturity or
the date of redemption or repayment, as the case may be.
The interest rate for each Reset Period will be the rate
determined by the Calculation Agent on the Calculation Date (as defined below)
pertaining to the Interest Determination Date pertaining to the Interest Reset
Date for such Reset Period. Unless otherwise specified on the face hereof, the
"Interest Determination Date" pertaining to an Interest Reset Date for (a) a
Commercial Paper Rate Note (the "Commercial Paper Interest Determination
Date"), (b) a Federal Funds Rate Note (the "Federal Funds Interest
Determination Date"), (c) a CD Rate Note (the "CD Interest Determination
Date'), (d) a Prime Rate Note (the "Prime Interest Determination Date"), or (e)
a CMT Rate Note (the "CMT Interest Determination Date") will be the second
Business Day prior to such Interest Reset Date. Unless otherwise specified on
the face hereof, the Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note (the "LIBOR Interest Determination Date") will be
the second London Business Day immediately preceding each Interest Reset Date.
Unless otherwise specified on the face hereof, the Interest Determination Date
pertaining to an Interest Reset Date for a Treasury Rate Note (the "Treasury
Interest Determination Date") will be the day of the week in which such
Interest Reset Date falls on which Treasury bills would normally be auctioned.
Treasury bills are usually sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is usually held on the
following Tuesday,
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<PAGE> 12
except that such auction may be held on the preceding Friday. If, as a result
of a legal holiday, an auction is so held on the preceding Friday, such Friday
will be the Treasury Interest Determination Date pertaining to the Reset Period
commencing in the next succeeding week, if an auction date shall fall on any
Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date
shall instead be the first Business Day immediately following such auction
date. Unless otherwise specified on the face hereof, the "Calculation Date"
pertaining to any Interest Determination Date shall be the earlier of (i) the
tenth calendar day after the Interest Determination Date or, if such day is not
a Business Day, the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity, as the case may be.
As used herein, "Business Day" means, unless otherwise
specified on the face hereof, any Monday, Tuesday, Wednesday, Thursday or
Friday that in The City of New york is not a day on which banking institutions
are authorized or required by law, regulation or executive order to close and,
if the Interest Rate Basis of this Note is LIBOR, is also a London Business
Day. As used herein, "London Business Day" means any day on which dealings in
deposits denominated in U.S. Dollars are transacted in the London interbank
market.
Unless otherwise indicated on the face hereof, interest on
this Note will accrue from and including the date of issue or from and
including the immediately preceding Interest Payment Date in respect of which
interest has been paid or duly provided for, as the case may be, to but
excluding the Interest Payment Date or the Maturity, as the case may be.
Accrued interest is calculated by multiplying the face amount of this Note by
an accrued interest factor. This accrued interest factor is computed by adding
the interest factors calculated for each day from the date of issue, or from
the last date to which interest has been paid, to the date for which accrued
interest is being calculated. The interest factor for each such day is
computed by dividing the interest rate applicable to such day by 360, in the
case of Commercial Paper Rate Notes, CD Rate Notes, Federal Funds Rate Notes,
LIBOR Notes and Prime Rate Notes, or by the actual number of days in the year,
in the case of Treasury Rate Notes or CMT Rate Notes.
Unless otherwise indicated on the face hereof, the Calculation
Agent shall calculate the interest rate on this Note, as provided below. The
Calculation Agent will, upon the request of the Holder of this Note, provide
the interest rate then in effect and, if then determined, the interest rate
which will become effective as a result of a determination made with respect to
the most recent Interest Determination Date with respect to this Note. The
Trustee shall act as the initial Calculation Agent for the Notes. For purposes
of calculating the rate of interest payable on this Note, the Company will
enter into an agreement with the Calculation Agent. The Calculation Agent's
determination of any interest rate shall be final and binding in the absence of
manifest error.
Notwithstanding the determination of the interest rate as
provided below, the interest rate on this Note for any interest period shall
not be greater than the maximum interest rate, if any, or less than the minimum
interest rate, if any, specified on the face hereof. The interest rate on this
Note will in no event be higher than the maximum rate permitted by New York or
other applicable law, as the same may be modified by United States law of
general application.
"Maturity" means the date on which the principal of this Note
becomes due and payable in full in accordance with the terms hereof and the
terms of the Indenture, whether at Stated Maturity, upon acceleration,
redemption, repayment or otherwise.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis specified
on the face hereof is Commercial Paper Rate, the interest rate determined with
respect to the Commercial Paper Rate Interest Determination Date shall be the
Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the
Spread Multiplier, if any, as specified on the face hereof, as determined on
such Commercial Paper Rate Interest Determination Date.
"Commercial Paper Rate" means, with respect to any Commercial
Paper Interest Determination Date, the Money Market Yield (calculated as
described below) of the rate on such date for commercial paper having the Index
Maturity designated on the face hereof as published by the Board of Governors
of the Federal Reserve System in "Statistical Release H.15(519), Selected
Interest Rates" or any successor publication of the Board of Governors
("H.15(519)") under the heading "Commercial Paper." 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 Commercial Paper Interest Determination
Date, then the Commercial Paper Rate with respect to such Commercial Paper
Interest Determination Date shall be the Money Market Yield of the rate on such
Commercial Paper Interest Determination Date for commercial paper having the
Index Maturity designated on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" or any successor publication
("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 Commercial Paper Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates (quoted on a bank discount basis) as of
11:00 A.M., New York City time, on such Commercial Paper Interest Determination
Date, of three leading dealers of commercial paper in The City of New York
selected by the Calculation Agent for commercial paper having the Index
Maturity designated on the face hereof placed for an industrial issuer whose
bond rating is "AA," or the equivalent, from a nationally recognized securities
rating agency; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate with respect to such Commercial Paper Interest
Determination Date will be the Commercial Paper Rate in effect immediately
prior to such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a
percentage rounded, if necessary, to the nearest one hundred- thousandth of a
percent) calculated in accordance with the following formula:
D x 360
Money Market Yield = ------------- x 100
360 - (D x M)
where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which accrued interest is being calculated.
DETERMINATION OF CD RATE. If the Interest Rate Basis specified on the face
hereof is CD Rate, the interest rate determined with respect to the CD Interest
Determination Date shall be the CD Rate plus or minus the Spread, if
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<PAGE> 13
any, or multiplied by the Spread Multiplier, if any, as specified on the face
hereof, as determined on such CD Interest Determination Date.
"CD Rate" means, with respect to any CD Interest Determination
Date, the rate on such date for negotiable certificates of deposit having the
Index Maturity designated 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 9:00 A.M., New York City time, on the Calculation Date
pertaining to such CD Interest Determination Date, then the CD Rate with
respect to such CD Interest Determination Date shall be the rate on such CD
Interest Determination Date for negotiable certificates of deposit having the
Index Maturity designated on the face hereof as published in Composite
Quotations under the heading "Certificates of Deposit." If by 3:00 P.M., New
York City time, on such Calculation Date such rate is not published in either
H.15(519) or Composite Quotations, then the CD Rate on such CD Interest
Determination Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Interest Determination Date of three leading nonbank
dealers in negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable certificates of deposit
of major United States money market banks (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index
Maturity specified 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 as mentioned in this sentence, the CD Rate with respect
to such CD Interest Determination Date will be the CD Rate in effect
immediately prior to such CD Interest Determination Date.
DETERMINATION OF CMT RATE. If the Interest Rate Basis specified on the face
hereof is CMT Rate, the interest rate determined with respect to the CMT
Interest Determination Date shall be the CMT Rate plus or minus the Spread, if
any, or multiplied by the Spread Multiplier, if any, as specified on the face
hereof, as determined on such CMT Interest Determination Date.
"CMT Rate" means, with respect to any CMT Interest
Determination Date, the rate displayed in the Designated CMT Telerate Page (as
defined below) under the caption ". . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.,"
under the column for the Designated CMT Maturity Index (as defined below) for
(i) if the Designated CMT Telerate Page is 7055, the rate on such CMT 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 CMT 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 CMT Interest
Determination Date, then the CMT Rate for such CMT Interest Determination Date
will be such treasury constant maturity rate for the Designated CMT Maturity
Index as published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CMT Interest Determination Date, then the
CMT Rate for such CMT Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the CMT
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
Calculation Date pertaining to such CMT Interest Determination Date, then the
CMT Rate for the CMT 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 CMT 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 Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. If the Calculation Agent cannot obtain three such Treasury
Note quotations, the CMT Rate for such CMT Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the CMT Interest Determination
Date of three Reference 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 equality, one of the lowest)), for Treasury
Notes with an original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to maturity closest
to the Designated CMT Maturity Index and in an amount of at least $100,000,000.
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 CMT Interest Determination
Date. If two Treasury Notes with an original maturity as described in the
second preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the Treasury 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 hereof (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 purposes of
displaying Treasury Constant Maturities as published in H.15(519). If no such
page is specified on the face hereof, the Designated CMT Telerate Page shall be
7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the Treasury Notes (either one, two, three, five, seven, ten,
twenty or thirty years) specified on the face hereof with respect to which the
CMT Rate will be calculated. If no such maturity is specified on the face
hereof, the Designated CMT Maturity Index shall be two years.
DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis specified on
the face hereof is Federal Funds Rate, the interest rate determined with
respect to the Federal Funds Interest Determination Date shall be the Federal
Funds Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, specified on the face hereof, as determined on such Federal
Funds Interest Determination Date.
"Federal Funds Rate" means, with respect to any Federal Funds
Interest Determination Date, the rate on such date for Federal Funds as
published in H.15(519) under the heading "Federal Funds (Effective)." In
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<PAGE> 14
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 Federal Funds Interest
Determination Date, then the Federal Funds Rate shall be the rate on such
Federal Funds Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate." If by 3:00 P.M., New York
City time, on such Calculation Date such rate is not published in either
H.15(519) or Composite Quotations, then the Federal Funds Rate with respect to
such Federal Funds Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean (rounded, if necessary, to
the nearest one hundred-thousandth of a percent) of the rates as of 9:00 A.M.,
New York City time, on such Federal Funds Interest Determination Date for the
last transaction in overnight Federal Funds arranged by three leading brokers
of Federal Funds transactions in The City of New York selected by the
Calculation Agent; provided, however, that if the brokers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate with respect to such Federal Funds Interest Determination
Date will be the Federal Funds Rate in effect immediately prior to such Federal
Funds Interest Determination Date.
DETERMINATION OF LIBOR. If the Interest Rate Basis specified on the face
hereof is LIBOR, the interest rate determined with respect to the LIBOR
Interest Determination Date shall be LIBOR plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, specified on the face hereof, as
determined on such LIBOR Interest Determination Date.
LIBOR will be determined by the Calculation Agent in
accordance with the following provisions:
(i) With respect to any LIBOR Interest Determination Date,
LIBOR will be either: (a) if "LIBOR Reuters" is specified on the face
hereof, the arithmetic mean of the offered rates (unless the specified
designated LIBOR Page (as defined below) by its terms provides only
for a single rate, in which case such single rate shall be used) for
deposits in the Designated LIBOR Currency (as defined below) having
the Index Maturity designated on the face hereof, commencing on the
second London Business Day immediately following the LIBOR Interest
Determination Date, which appear on the Designated LIBOR Page
specified on the face hereof as of 11:00 A.M., London time, on that
LIBOR Interest Determination Date, if at least two such offered rates
appear (unless, as aforesaid, only a single rate is required) on such
Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified on the
face hereof, the rate for deposits denominated in U.S. Dollars (as
defined below) having the Index Maturity designated on the face
hereof, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, which appears on the
Designated LIBOR page specified on the face hereof as of 11:00 A.M.
London time on that LIBOR Interest Determination Date.
Notwithstanding the foregoing, if fewer than two offered rates appear
on the Designated LIBOR Page with respect to LIBOR Reuters (unless the
specified Designated LIBOR Page with respect to LIBOR Reuters by its
terms provides only for a single rate, in which case such single rate
shall be used), or if no rate appears on the Designated LIBOR Page
with respect to LIBOR Telerate, whichever may be applicable, LIBOR in
respect of the related LIBOR Interest Determination Date will be
determined as if the parties had specified the rate described in
clause (ii) below.
(ii) With respect to any LIBOR Interest Determination Date on
which fewer than two offered rates appear on the Designated LIBOR Page
with respect to LIBOR Reuters (unless the Designated LIBOR Page by its
terms provides only for a single rate, in which cases such single rate
shall be used), or if no rate appears on the designated LIBOR Page
with respect to LIBOR Telerate, as the case may be, the Calculation
Agent will request the principal London office of each of four major
banks in the London interbank market selected by the Calculation Agent
to provide the Calculation Agent with its offered rate quotation for
deposits in the Designated LIBOR Currency (as defined below) for the
period of the Index Maturity specified on the face hereof, commencing
on the second London Business Day immediately following such LIBOR
Interest Determination Date, to prime banks in the London interbank
market as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative
for a single transaction in such Designated LIBOR Currency in such
market at such time. If at least two such quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted as of 11:00 A.M. in
the applicable major banks in New York (as defined below), on such
LIBOR Interest Determination Date by three major banks in New York
selected by the Calculation Agent for loans in U.S. Dollars to leading
banks, having the Index Maturity designated on the face hereof in a
principal amount that is representative for a single transaction in
such Designated LIBOR Currency in such market at such time; provided,
however, that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR determined on such
LIBOR Interest Determination Date will be LIBOR in effect on such
LIBOR Interest Determination Date.
"Designated LIBOR Currency" means the currency (including a
composite currency), if any, designated on the face hereof as the Designated
LIBOR Currency. If no such currency is designated in on the face hereof, the
Designated LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) the display on the
Reuters Monitor Money Rates Service for the purpose of displaying the London
interbank rates of major banks for U.S. Dollar Deposits (if "LIBOR Reuters" is
designated on the face hereof), or (b) the display on the Dow Jones Telerate
Service for the purpose of displaying the London interbank rates of major banks
for U.S. Dollar Deposits (if "LIBOR Telerate" is designated on the face
hereof). If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable Designated LIBOR Currency will be determined
as if LIBOR Telerate page 3750 had been chosen.
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis specified on the
face hereof is Treasury Rate, the interest rate determined with respect to the
Treasury Interest Determination Date shall be the Treasury Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, specified
on the face hereof, as determined on such Treasury Interest Determination Date.
"Treasury Rate" means, with respect to any Treasury Interest
Determination Date, the rate for the most recent auction 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, "Treasury bills --
auction average (investment)" or, if not so published by 3:00 P.M., New York
City time, on the Calculation Date pertaining to
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<PAGE> 15
such Treasury Interest Determination Date, the average auction 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) as otherwise announced by the U.S. Department of
the Treasury. In the event that such rate is not available by 3:00 P.M., New
York City time, on such Treasury Interest Determination Date 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
Interest Determination Date, of three leading primary U.S. government
securities dealers selected by the Calculation Agent for the issue of Treasury
bills with a remaining maturity closest to the Index Maturity designated on the
face hereof; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate with respect to such Treasury Interest Determination Date will be
the Treasury Rate in effect immediately prior to such Treasury Interest
Determination Date.
DETERMINATION OF PRIME RATE. If the Interest Rate Basis specified on the face
hereof is the Prime Rate, the interest rate determined with respect to the
Prime Interest Determination Date shall be the Prime Rate plus or minus the
Spread, if any, or Spread Multiplier, if any, specified on the face hereof, as
determined on such Prime Interest Determination Date.
"Prime Rate" means, with respect to any Prime Interest
Determination Date, 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 Rate Interest Determination Date, then the Prime Rate with respect to
such Prime Interest Determination Date shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen NYMF Page 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 NYMF Page for the Prime Interest Determination
Date, the Prime Rate shall 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 four
major money center banks in The City of New York selected by the Calculation
Agent. If fewer than two quotations are provided, the Prime Rate with respect
to such Prime Interest Determination Date shall be determined on the basis of
the rates furnished in The City of New York by the appropriate number of
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 million and being subject to supervision or examination by
Federal or state authority, selected by the Calculation Agent to provide such
rate or rates; provided, however, that if the bank or trust company selected as
aforesaid is not quoting as mentioned in this sentence, the Prime Rate with
respect to such Prime Interest Determination Date will be the Prime Rate in
effect immediately prior to such Prime Interest Determination Date. "Reuters
Screen NYMF Page" means the display designated as page "NYMF" on the Reuters
Monitor Money Rate Service (or such other page as may replace the NYMF page on
the service for the purpose of displaying the prime rate or base lending rate
of major banks).
The Calculation Agent shall calculate the interest rate on
this Note in accordance with the foregoing as soon as practicable after the
Interest Determination Date.
All percentages resulting from any calculations under this
Note will be rounded, if necessary, to the nearest one hundred thousandth of a
percentage point (with five one-millionths of a percentage point being rounded
upward) and all currency or currency unit or dollar amounts used in or
resulting from any such calculation in respect of the Notes will be rounded to
the nearest one-hundredth of a unit (with five one-thousandths being rounded
upward) or nearest cent, as the case may be.
SECTION 3. Redemption. If so specified on the face hereof,
the Company may at its option redeem this Note in whole or from time to time in
part on or after the date designated as the Initial Redemption Date on the face
hereof at the redemption price specified on the face hereof, together with
accrued and unpaid interest to the date of redemption, but interest
installments whose Stated Maturity is on or prior to the date of redemption
will be payable to the Holder of this Note of record at the close of business
on the relevant Regular Record Date referred to on the face hereof, all as
provided in the Indenture. The Company may exercise such option by causing the
Trustee to mail a notice of such redemption at least 30 but not more than 60
calendar days prior to the date of redemption. In the event of redemption of
this Note in part only, a new Note or Notes for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.
SECTION 4. Repayment. If so specified on the face hereof,
this Note will be repayable prior to Stated Maturity at the option of the
Holder on the Optional Repayment Dates shown on the face hereof at the Optional
Repayment Prices shown on the face hereof together with interest accrued and
unpaid thereon to the date of repayment. In order for this Note (if it is
repayable at the option of the Holder) to be repaid prior to Stated Maturity,
the Paying Agent must receive at least 30 but not more than 45 calendar days
prior to an Optional Repayment Date (i) this Note with the form below entitled
"Option to Elect Repayment" duly completed or (ii) a hand delivery, facsimile
transmission or letter (first class, postage prepaid) from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or trust company in the United States of America
setting forth the name of the Holder of this Note, the principal amount of the
Note to be repaid, the certificate number or a description of the tenor and
terms of this Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note with the form below entitled
"Option to Elect Repayment" duly completed will be received by the Paying Agent
not later than five Business Days after the date of such handle delivery,
facsimile transmission or letter (first class, postage prepaid). If the
procedure described in clause (ii) of the preceding sentence is followed, this
Note with such form duly completed must be received by the Trustee by such
fifth Business Day. Exercise of the repayment option by the Holder of this
Note shall be irrevocable, except that a Holder who has tendered this Note for
repayment may revoke any such tender for repayment by written notice to the
Paying Agent received prior to the close of business on the tenth calendar day
prior to the repayment date. The repayment option may be exercised by the
Holder of this Note for less than the entire principal amount of the Note
provided that the principal amount of the Note remaining outstanding after
repayment is an authorized denomination. Upon such partial repayment this Note
shall be cancelled and a new Note or Notes for the remaining principal amount
hereof shall be issued in the name of the Holder of this Note.
SECTION 5. Sinking Fund. This Note will not be subject to
any sinking fund.
SECTION 6. Original Issue Discount Notes. Notwithstanding
anything herein to the contrary, if this Note is an Original Issue Discount
Note, the amount payable in the event of redemption or repayment prior to the
Stated Maturity hereof in lieu of the principal amount due at the Stated
Maturity hereof shall be the Amortized Face Amount of this Note as of the
redemption date or the date of repayment, as the case may be. The
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<PAGE> 16
"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 difference
between the Issue Price and the principal amount hereof that has accreted 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.
SECTION 7. Events of Default. If any Event of Default with
respect to Notes of this series shall occur and be continuing, the principal of
the Notes of this series may be declared due and payable in the manner and with
the effect provided in the Indenture; provided, however, that notwithstanding
anything herein to the contrary, if this Note is an Original Issue Discount
Note, the amount so declared due and payable shall be the Amortized Face Amount
of this Note as of the date of such declaration.
SECTION 8. Modifications and Waivers; Obligation of the
Company Absolute. The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than 66 2/3% in
principal amount of the outstanding Securities of all series affected by such
modification (voting as one class), to modify the Indenture or the rights of
the Holders of the Securities pursuant to a supplemental indenture, except that
no such modification shall, without the consent Holder of each Security so
affected, (i) change the stated maturity of the principal of, or any instalment
of principal of or interest, if any, or reduce the principal amount thereof or
the rate of interest thereon or any premium payable upon the redemption
thereof, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to the Indenture, or change the place of payment
of, or the coin or currency in which, any Security or any premium or the
interest thereon is payable or impair the right to institute suit for the
enforcement of any such payment on or after the stated maturity thereof, (ii)
reduce the percentage of Securities, the consent of the Holder of which is
required for any such modification or for certain waivers under the Indenture
or (iii) modify certain provisions of the Indenture relating to the
modification of the Indenture, waiver of past defaults or waiver of certain
covenants, except for certain permitted modifications.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and premium, if
any, and interest on this Note at the times, places and rates, and in the coin
or currency, herein prescribed.
SECTION 9. Defeasance and Covenant Defeasance. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness
of the Company on this Note and (b) certain restrictive covenants and the
related Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Note.
SECTION 10. Authorized Denominations. Unless otherwise noted
on the face hereof, the Notes of this series are issuable only in global or
certified registered form, without coupons, in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth and to the limitations
described below, if applicable, Notes of this series are exchangeable for a
like aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
SECTION 11. Registration of Transfer. As provided in the
Indenture and subject to certain limitations therein set forth and to the
limitations described below, if applicable, the transfer of this Note is
registerable in the Security Register upon surrender of this Note for
registration of transfer at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar (which shall initially be the Trustee,
101 Barclay Street, 21st Floor, New York, New York (Attention: Corporate Trust
Trustee Administration) or at such other address as it may designate as its
principal corporate trust office in The City of New York) duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
If this Note is a global Note (as specified on the face
hereof), this Note is exchangeable only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this
global Note or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be exchangeable
for certificated Notes in registered form or (z) an Event of Default, or an
event which with the passage of time or the giving of notice would become an
Event of Default, with respect to the Notes represented hereby has occurred and
is continuing, provided that the definitive Notes so issued in exchange for
this permanent global Notes shall be in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof and be of like aggregate
principal amount and tenor as the portion of this permanent global Note to be
exchanged, and provided further that, unless the Company agrees otherwise,
Notes of this series in certificated registered form will be issued in exchange
for this permanent global Note, or any portion hereof, only if such Notes in
certificated registered form were requested by written notice to the Trustee or
the Security Registrar by or on behalf of a person who is beneficial owner of
an interest hereof given through the Holder hereof. Except as provided above,
owners of beneficial interests in this permanent global Note will not be
entitled to receive physical delivery of Notes in certificated registered form
and will not be considered the Holders thereof for any purpose under the
Indenture.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
SECTION 12. Owners. Prior to due presentment of this Note
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Company, the Trustee or any such agent shall be
affected by notice to the contrary.
SECTION 13. Governing Law. The Indenture and the Notes shall
be governed by and construed in accordance with the laws of the State of New
York, without regard to principles of conflicts of laws.
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<PAGE> 17
SECTION 14. Defined Terms. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture; and all references in the Indenture to "Security" or "Securities"
shall be deemed to include the Notes.
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<PAGE> 18
OPTION TO ELECT REPAYMENT
[To be completed only if this Note is repayable at the option
of the Holder and the Holder elects to exercise such rights]
The undersigned owner of this Note hereby irrevocably elects
to have the Company repay the principal amount of this Note or portion hereof
below designated at (i) the applicable Optional Repayment Price indicated on
the face hereof, together with interest accrued and unpaid thereon to the date
of repayment, if this Note is to be repaid pursuant to Section 4 of this Note.
Specify the denomination or denominations (which shall be $1,000 or an integral
multiple of $1,000 in excess thereof) of the Note or Notes to be issued to the
Holder for the portion of the within Note not being repaid (in the absence of
any specification, one such Note will be issued for the portion not being
repaid):
<TABLE>
<S> <C>
- ------------------------------------------------------
Dated:
------------------------------------------------ ------------------------------------------------
Signature
Sign exactly as name appears on the front of
this Note.
Principal amount to be repaid if amount to be repaid Indicate address where check is to be sent,
is less than the entire principal amount of this Note if repaid:
(principal amount remaining must be an authorized
denomination)
------------------------------------------------
$
----------------------------------------------------- ------------------------------------------------
(which shall be an integral multiple of $1,000 or, if SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER
no such reference is made, an amount equal to the
minimum Authorized Denomination). ------------------------------------------------
</TABLE>
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<PAGE> 19
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as through they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT Custodian
----------------------------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
----------------------------------------
(State)
Additional abbreviations may also be used though not in the
above list.
-------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _________________ attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Dated:
------------------ ----------------------------------------
Signature
Sign exactly as name appears on the
front of this Note
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
12
