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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 1997
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Aeroquip-Vickers, Inc.
(Exact Name of Registrant as Specified in Charter)
Ohio 1-924 36-4288310
- ----------------- -------------- ---------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3000 Strayer, Maumee, Ohio 43537
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (419) 867-2200
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TRINOVA Corporation
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN REPORT
The Registrant, Aeroquip-Vickers, Inc., is referred to herein as the
"Corporation."
ITEM 5. OTHER EVENTS.
At the Annual Shareholders Meeting held on April 17, 1997, a proposal was
approved by the shareholders that the Corporation change its corporate name from
TRINOVA Corporation to "Aeroquip-Vickers, Inc." On April 17, 1997, a Certificate
of Amendment to the Amended Articles of Incorporation of the Corporation was
filed with the Secretary of State of the State of Ohio to change the name of the
Corporation to Aeroquip-Vickers, Inc.
On April 17, 1997, the Corporation also entered into a supplement to that
certain Indenture, dated as of May 6, 1996, between the Corporation and The
First National Bank of Chicago (as successor-in-interest to NBD Bank), as
Trustee (the "Indenture"), amending the Indenture solely to reflect the
corporate name change from TRINOVA Corporation to Aeroquip-Vickers, Inc.
On April 18, 1997, the Corporation entered into a Distribution Agreement
(the "Distribution Agreement") with Morgan Stanley & Co. Incorporated and J.P.
Morgan Securities Inc., in connection with the issuance and sale of $150,000,000
aggregate amount of its Medium-Term Notes Due Nine Months or More From Date of
Issue (the "Notes"). The Notes are to be issued from time to time on or after
April 18, 1997 in accordance with the terms of the Indenture, the Distribution
Agreement and the Administrative Procedures attached as an exhibit thereto.
ITEM. 7 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits are filed as part of this report:
(1) Name Change Press Release;
(2) Form of Distribution Agreement;
(3) Form of Fixed Rate Notes;
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(4) Form of Floating Rate Notes; and
(5) First Supplemental Indenture.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AEROQUIP-VICKERS, INC.
Date: April 25, 1997 By: /s/ James E. Kline
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James E. Kline
Vice President and
General Counsel
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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(4)-1(a) Form of Fixed Rate Notes;
(4)-1(b) Form of Floating Rate Notes;
(4)-2(a) Form of Distribution Agreement;
(4)-2(b) First Supplemental Indenture; and
(99) Name Change Press Release.
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Exhibit (4)-1a
[FORM OF FACE OF SECURITY]
Fixed Rate Note
REGISTERED REGISTERED
No. [FXR] [$ ]
CUSIP: *
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.*
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
AEROQUIP-VICKERS, INC.
MEDIUM-TERM NOTE
(Fixed Rate)
- --------
* Applies only if this Note is a Registered Global Security.
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<TABLE>
<CAPTION>
======================================================================================================================
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST ORIGINAL
DATE: RATE: MATURITY
DATE:
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST ACCRUAL INITIAL REDEMPTION APPLICABILITY OPTIONAL
DATE: PERCENTAGE: OF MODIFIED REPAYMENT
PAYMENT UPON DATES(S):
ACCELERATION:
- ----------------------------------------------------------------------------------------------------------------------
TOTAL AMOUNT OF OID: ANNUAL REDEMPTION If yes, state
PERCENTAGE Issue Price:
REDUCTION:
- ----------------------------------------------------------------------------------------------------------------------
ORIGINAL YIELD TO SPECIFIED
MATURITY: CURRENCY:
- ----------------------------------------------------------------------------------------------------------------------
INITIAL ACCRUAL
PERIOD:
- ----------------------------------------------------------------------------------------------------------------------
APPLICABILITY OF APPLICABILITY OF
ISSUER's OPTION TO ANNUAL INTEREST
EXTEND ORIGINAL PAYMENTS:
MATURITY DATE:
- ----------------------------------------------------------------------------------------------------------------------
If yes, state Final
Maturity Date:
- ----------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
======================================================================================================================
</TABLE>
AEROQUIP-VICKERS, INC. (formerly known as TRINOVA
Corporation), an Ohio corporation (together with its successors and assigns,
the "Issuer"), for value received, hereby promises to pay to
, or registered assignees, the principal sum of
, on the Original Maturity Date
specified above or, if the maturity hereof is extended in accordance with the
procedures set forth below to an Extended Maturity Date, as defined below, on
such Extended Maturity Date (except to the extent previously redeemed or
repaid) and to pay interest thereon at the Interest Rate per annum specified
above or, if the interest rate hereon is reset or re-established in connection
with an extension of maturity in accordance with the procedures specified on
the reverse hereof, at the interest rate per annum determined pursuant to such
procedures, from the Interest Accrual Date specified above until the principal
hereof is paid or duly
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made available for payment (except as provided below), semiannually in arrears
on the first day of March and September in each year (each such date an
"Interest Payment Date") commencing on the Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or on
any redemption or repayment date); PROVIDED, HOWEVER, that if the Interest
Accrual Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Interest Accrual Date to the
registered holder of this Note on the Record Date with respect to such second
Interest Payment Date; and PROVIDED, FURTHER, that if this Note is subject to
"Annual Interest Payments," interest payments shall be made annually in
arrears and the term "Interest Payment Date" shall be deemed to mean the first
day of March in each year.
Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
or, if no interest has been paid or duly provided for, from the Interest
Accrual Date, until the principal hereof has been paid or duly made available
for payment (except as provided below). The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, 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 date 15 calendar days prior to such Interest Payment Date
(whether or not a Business Day) (each such date a "Record Date"); PROVIDED,
HOWEVER, that interest payable at maturity (or on any redemption or repayment
date) will be payable to the person to whom the principal hereof shall be
payable. As used herein, "Business Day" means any day, other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York and (i) with respect to Notes denominated in a Specified
Currency other than U.S. dollars, Australian dollars or European Currency
Units ("ECUs"), in the principal financial center of the country of the
Specified Currency, (ii) with respect to Notes denominated in Australian
dollars, in Sydney and (iii) with respect to Notes denominated in ECUs, that
is not a non-ECU clearing day, as determined by the ECU Banking Association in
Paris.
Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
in immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such
other paying agency as the Issuer may determine. Payment of the principal of
and premium, if any, and interest on this Note will be made in the Specified
Currency indicated above; PROVIDED, HOWEVER, that U.S.
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dollar payments of interest, other than interest due at maturity or on any
date of redemption or repayment, will be made by U.S. dollar check mailed to
the address of the person entitled thereto as such address shall appear in the
Note register. A holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date will be entitled to
receive payments of interest, other than interest due at maturity or on any
date of redemption or repayment, by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received by the
Paying Agent in writing not less than 15 calendar days prior to the applicable
Interest Payment Date. If this Note is denominated in a Specified Currency
other than U.S. dollars, payments of interest hereon will be made by wire
transfer of immediately available funds to an account maintained by the holder
hereof with a bank located outside the United States if appropriate wire
transfer instructions have been received by the Paying Agent in writing not
less than 15 calendar days prior to the applicable Interest Payment Date. If
such wire transfer instructions are not so received, such interest payments
will be made by check payable in such Specified Currency mailed to the address
of the person entitled thereto as such address shall appear in the Note
register.
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 by manual signature,
this Note shall not be entitled to any benefit under the Indenture, as defined
on the reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuer has caused this Note to be
duly executed under its corporate seal.
DATED: AEROQUIP-VICKERS, INC.
By
------------------------------
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Indenture.
The First National Bank of Chicago
as Trustee
By
----------------------------------
Authorized Officer
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[FORM OF REVERSE OF SECURITY]
This Note is one of a duly authorized issue of Medium-Term
Notes, having maturities more than nine months from the date of issue (the
"Notes") of the Issuer. The Notes are issuable under an Indenture, dated as of
May 1, 1996 (the "Indenture"), between the Issuer and The First National Bank
of Chicago, as Trustee (as successor-in-interest to NBD Bank) (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 of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Issuer has appointed the Trustee, at its corporate trust office in The City of
New York as the paying agent (the "Paying Agent," which term includes any
additional or successor Paying Agent appointed by the Issuer) with respect to
the Notes. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Indenture. To the extent not inconsistent herewith, the
terms of the Indenture are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and,
unless otherwise provided on the face hereof in accordance with the provisions
of the following two paragraphs, will not be redeemable or subject to
repayment at the option of the holder prior to maturity.
If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below). If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption (except as provided below). Notice of redemption shall be mailed to
the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 days prior to the date fixed for 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 amount of the unredeemed
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.
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Notwithstanding the foregoing, this Note may be redeemed in
accordance with the terms of any Extension Notice, as defined below, sent to
the holder hereof as described below.
If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein. On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below). For this Note to be repaid at the option
of the holder hereof, the Paying Agent must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, at least 15 but not
more than 30 days prior to the date of repayment, (i) this Note with the form
entitled "Option to Elect Repayment" below duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States setting forth the
name of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Paying Agent not later than the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter; PROVIDED, that
such telegram, telex, facsimile transmission or letter shall only be effective
if this Note and form duly completed are received by the Paying Agent by such
fifth Business Day. Exercise of such repayment option by the holder hereof
shall be irrevocable. In the event of repayment of this Note in part only, a
new Note or Notes for the amount of the unpaid portion hereof shall be issued
in the name of the holder hereof upon the cancellation hereof.
If so indicated on the face of this Note, the Issuer has the
option to extend the Original Maturity Date hereof for one or more periods of
one or more whole years (each an "Extension Period") up to but not beyond the
Final Maturity Date specified on the face hereof and in connection therewith
to establish a new interest rate and new redemption provisions for the
Extension Period.
The Issuer may exercise such option by notifying the Paying
Agent of such exercise at least 45 but not more than 60
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days prior to the Original Maturity Date or, if the maturity hereof has
already been extended, prior to the maturity date then in effect (an "Extended
Maturity Date"), such notice to be accompanied by the form of the Extension
Notice referred to below. No later than 38 days prior to the Original Maturity
Date or an Extended Maturity Date, as the case may be (each, a "Maturity
Date"), the Paying Agent will mail to the holder hereof a notice (the
"Extension Notice") relating to such Extension Period, first class mail,
postage prepaid, setting forth (a) the election of the Issuer to extend the
maturity of this Note; (b) the new Extended Maturity Date; (c) the interest
rate applicable to the Extension Period; and (d) the provisions, if any, for
redemption during the Extension Period, including the date or dates on which,
the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the mailing by the
Paying Agent of an Extension Notice to the holder of this Note, the maturity
hereof shall be extended automatically, and, except as modified by the
Extension Notice and as described in the next paragraph, this Note will have
the same terms it had prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 10:00 A.M.,
New York City time, on the twentieth calendar day prior to the Maturity Date
in effect immediately preceding the mailing of the applicable Extension Notice
(or if such day is not a Business Day, not later than 10:00 A.M., New York
City time, on the immediately succeeding Business Day), the Issuer may, at its
option, revoke the interest rate provided for in such Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Paying Agent to send notice of such higher interest rate to the holder of this
Note by first class mail, postage prepaid, or by such other means as shall be
agreed between the Issuer and the Paying Agent. Such notice shall be
irrevocable. All Notes with respect to which the Maturity Date is extended in
accordance with an Extension Notice will bear such higher interest rate for
the Extension Period, whether or not tendered for repayment.
If the Issuer elects to extend the maturity hereof, the
holder of this Note will have the option to require the Issuer to repay this
Note on the Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice at a price equal to the principal amount hereof
plus any accrued and unpaid interest to such date. In order for this Note to
be so repaid on such Maturity Date, the holder hereof must follow the
procedures set forth above for optional repayment, except that the period for
delivery of this Note or notification to the Paying Agent shall be at least 25
but not more than 35 days prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice and except that if
the holder hereof has tendered this Note for repayment pursuant to this
paragraph he may, by written notice to the Paying Agent, revoke any such
tender for
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repayment until 3:00 P.M., New York City time, on the twentieth calendar day
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, until 3:00 P.M., New York City time, on the immediately succeeding
Business Day).
Interest payments on this Note will include interest accrued
to but excluding the Interest Payment Dates or the Maturity Date (or any
earlier redemption or repayment date), as the case may be. Interest payments
for this Note will be computed and paid on the basis of a 360-day year of
twelve 30-day months.
In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.
This Note and all the obligations of the Issuer hereunder
are direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and PARI PASSU with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof. If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; PROVIDED, HOWEVER, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.
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The Trustee has been appointed registrar for the Notes, and
the Trustee will maintain at its office in The City of New York a register for
the registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; PROVIDED, HOWEVER, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, defaced
or be destroyed, lost or stolen and such Note or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to
and such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
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The Indenture provides that, (a) if an Event of Default (as
defined in the Indenture) due to the default in payment of principal of (or
premium, if any on), or interest on any series of such debt securities issued
under the Indenture, including the series of Medium-Term Notes of which this
Note forms a part, or due to the default in the performance or breach of any
other covenant or warranty of the Issuer applicable to the debt securities of
such series but not applicable to all outstanding debt securities issued under
the Indenture shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the debt
securities of each affected series (voting as a single class), by notice in
writing to the Issuer may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in aggregate principal amount of all debt securities issued
under the Indenture then outstanding (treated as one class), by notice in
writing to the Issuer may declare the principal of all such debt securities
and interest accrued thereon to be due and payable immediately, but upon
certain conditions such declarations may be annulled and past defaults may be
waived (except a continuing default in payment of principal (or premium, if
any) or interest on such debt securities) by the holders of a majority in
principal amount of the debt securities of all affected series then
outstanding.
If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be
calculated using the "interest method" (computed in accordance with generally
accepted accounting principles in effect on the date of declaration), (ii) for
the purpose of any vote of securityholders taken pursuant to the Indenture
prior to the acceleration of payment of this Note, the principal amount hereof
shall equal the amount that would be due and payable hereon, calculated as set
forth in clause (i) above, if this Note were declared to be due and payable on
the date of any such vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the Indenture following the acceleration of
payment of this Note, the principal amount hereof shall equal the amount of
principal due and payable
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with respect to this Note, calculated as set forth in clause
(i) above.
The Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Indenture then
outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; PROVIDED that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof or premium, if any, or reduce
the rate or extend the time of payment of interest or Additional Amounts (as
defined in the Indenture) thereon, or reduce the amount due and payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.
Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date; provided, however, that if such Specified Currency is replaced by the
Euro, the payment of principal of, premium, if any, or interest on this Note
denominated in such currency shall be effected in Euro in conformity with
legally applicable measures taken pursuant to, or by virtue of, the treaty
establishing the European Community (the "EC"), as amended by the Treaty on
European Union (as so amended, the "Treaty"). Any payment made under such
circumstances in U.S. dollars (or, if applicable, Euro) where the required
payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default.
The value of the ECU, in which this Note may be denominated
or may be payable, is equal to the value of the ECU that is from time to time
used as the unit of account of the EC and which is valued on the basis of
specified amounts
12
<PAGE> 13
of the currencies of 12 of the 15 member states of the EC. Under Article 109G
of the Treaty, the currency composition of the ECU may not be changed. Other
changes to the ECU may be made by the EC in conformity with EC law, in which
event the ECU will change accordingly. From the start of the third stage of
European monetary union, the value of the ECU as against the currencies of
member states participating in the third stage will be irrevocably fixed and
the ECU will become a currency in its own right, replacing all or some of the
currencies of the 15 member states of the EC. In contemplation of the third
stage, the European Council meeting in Madrid on December 16, 1995 decided
that the name of the new currency will be the Euro and that, in accordance
with the Treaty, substitution of the Euro for the ECU will be at the rate of
one Euro for one ECU. From the start of the third stage of European monetary
union, all payments in respect of this Note denominated or payable in ECU will
be payable in Euro at the rate then established in accordance with the Treaty.
If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control, or are no longer used as the
unit of account of the European Community, or have not become a currency
replacing all or some of the currencies of the member states of the EC, then
the Issuer shall choose a substitute currency (the "Chosen Currency"), which
may be any currency which was, on the last day on which the ECU was used as
the unit of account of the EC, a component currency of the ECU or U.S. dollars
and all payments made in respect of this Note shall be made is such Chosen
Currency. The amount of each payment in such Chosen Currency shall be computed
on the basis of the equivalent of the ECU in such Chosen Currency determined
as described below.
The equivalent of the ECU in the relevant Chosen Currency as
of any date (the "Day of Valuation") shall be determined by, or on behalf of,
the Issuer on the following basis. The amounts and components composing the
ECU for this purpose (the "Components") shall be the amounts and components
that composed the ECU as of the last date on which the ECU was used as the
unit of account of the EC. The equivalent of the ECU in the Chosen Currency
shall be calculated by, first, aggregating the U.S. dollar equivalents of the
Components; and then, in the case of a Chosen Currency other than U.S.
dollars, using the rate used for determining the U.S. dollar equivalent of the
Components in the Chosen Currency as set forth below, calculating the
equivalent in the Chosen Currency of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components shall be determined by,
or on behalf of, the Issuer on the basis of the most recently available Market
Exchange Rates for such Components.
13
<PAGE> 14
If, pursuant to the Treaty, all or some of the currencies of
the member countries of the EC are replaced by the Euro, the payment of
principal of, premium, if any, or interest on, this Note if denominated in any
such currency shall be effected in Euro in conformity with legally applicable
measures taken pursuant to, or by virtue of, the Treaty.
All determinations referred to above made by the Issuer or
its agent shall be at its sole discretion and shall, in the absence of
manifest error, be conclusive to the extent permitted by law for all purposes
and binding on the holder of this Note.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer. Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this Note
as the same shall become due.
No provision of this Note or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any
14
<PAGE> 15
agent of the Issuer or the Trustee may treat the holder 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 Issuer, the Trustee or any such agent shall
be affected by notice to the contrary.
No recourse shall be had for the payment of the principal
of, premium, if any, or the interest on this Note, for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of Ohio.
All terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.
15
<PAGE> 16
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-...........Custodian..............
(Cust) (Minor)
Under Uniform Gifts to Minors Act...................
(State)
Additional abbreviations may also be used though not in the
above list.
_________________
16
<PAGE> 17
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 ZIP CODE,
OF ASSIGNEE]
________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
________________________________________________________________
constituting and appointing such person attorney to transfer
________________________________________________________________
such note on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated:_____________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (e.g., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature
Program.)
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
17
<PAGE> 18
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs
the Issuer to repay the within Note (or portion thereof specified below)
pursuant to its terms at a price equal to the principal amount thereof,
together with interest to the Optional Repayment Date, to the undersigned at
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite
name and address of the undersigned)
If less than the entire principal amount of the within Note
is to be repaid, specify the portion thereof which the holder elects to have
repaid: __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid):
________________________.
Dated:______________ ___________________________________
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as
written upon the face of the
within instrument in every
particular without alteration or
enlargement.
18
<PAGE> 1
Exhibit (4)-1b
[FORM OF FACE OF SECURITY]
Floating Rate Note
REGISTERED REGISTERED
No. [FLR] [$ ]
CUSIP: *
Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.*
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
<TABLE>
<CAPTION>
==================================================================================================================
AEROQUIP-VICKERS, INC.
MEDIUM-TERM NOTE
(Floating Rate)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BASE RATE: ORIGINAL ISSUE DATE: MATURITY DATE:
- -------------------------------------------------------------------------------------------------------------
INDEX MATURITY: INTEREST ACCRUAL DATE: INTEREST PAYMENT
DATE(S):
- -------------------------------------------------------------------------------------------------------------
SPREAD (PLUS OR MINUS): INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
- -------------------------------------------------------------------------------------------------------------
ALTERNATE RATE INITIAL INTEREST RESET INTEREST RESET PERIOD:
EVENT SPREAD: DATE:
- -------------------------------------------------------------------------------------------------------------
SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: INTEREST RESET DATES:
- -------------------------------------------------------------------------------------------------------------
REPORTING SERVICE: MINIMUM INTEREST RATE: CALCULATION AGENT:
- -------------------------------------------------------------------------------------------------------------
INITIAL REDEMPTION DATE: SPECIFIED CURRENCY:
- -------------------------------------------------------------------------------------------------------------
INDEX CURRENCY: INITIAL REDEMPTION TOTAL AMOUNT OF OID:
PERCENTAGE
- -------------------------------------------------------------------------------------------------------------
<FN>
- --------
* Applies only if this Note is a Registered Global Security.
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
ANNUAL REDEMPTION ORIGINAL YIELD TO
PERCENTAGE REDUCTION: MATURITY:
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
OTHER PROVISIONS: OPTIONAL REPAYMENT INITIAL ACCRUAL PERIOD
DATE(S): OID:
=========================================================================================================
</TABLE>
AEROQUIP-VICKERS, INC. (formerly known as TRINOVA
Corporation), an Ohio corporation (together with its
successors and assigns, the "Issuer"), for value received,
hereby promises to pay to
, or registered assignees, the principal sum of
on the Maturity Date specified above (except to the extent redeemed or repaid
prior to the Maturity Date) and to pay interest thereon, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until the principal hereof is paid
or duly made available for payment. The Issuer will pay interest in arrears
monthly, quarterly, semiannually or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date (or any redemption or
repayment date); PROVIDED, HOWEVER, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered holder of this
Note on the Record Date with respect to such second Interest Payment Date; and
PROVIDED, FURTHER, that if an Interest Payment Date (other than the Maturity
Date or redemption or repayment date) would fall on a day that is not a
Business Day, as defined on the reverse hereof, such Interest Payment Date
shall be the following day that is a Business Day, except that if the Base
Rate specified above is LIBOR and such next Business Day falls in the next
calendar month, such Interest Payment Date shall be the immediately preceding
day that is a Business Day; and PROVIDED, FURTHER, that if the Maturity Date
or redemption or repayment date
2
<PAGE> 3
would fall on a day that is not a Business Day, such payment shall be made on
the following day that is a Business Day and no interest shall accrue for the
period from and after such Maturity Date or redemption or repayment date.
Interest on this Note will accrue from the most recent date to which
interest has been paid or duly provided
for, or, if no interest has been paid or duly provided for, from the Interest
Accrual Date, until the principal hereof has been paid or duly made available
for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, subject to certain exceptions
described herein, 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 date 15
calendar days prior to such Interest Payment Date (whether or not a Business
Day) (each such date a "Record Date"); PROVIDED, HOWEVER, that interest
payable on the Maturity Date (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable.
Payment of the principal of this Note, any premium and the interest
due at the Maturity Date (or any redemption or repayment date) will be made in
immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such
other paying agency as the Issuer may determine. Payment of the principal of
and premium, if any, and interest on this Note will be made in the Specified
Currency indicated above; PROVIDED, HOWEVER, that U.S. dollar payments of
interest, other than interest due at maturity or any date of redemption or
repayment, will be made by U.S. dollar check mailed to the address of the
person entitled thereto as such address shall appear in the Note register. A
holder of U.S. $10,000,000 or more in aggregate principal amount of Notes
having the same Interest Payment Date will be entitled to receive payments of
interest, other than interest due at maturity or any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Paying Agent in writing not
less than 15 calendar days prior to the applicable Interest Payment Date. If
this Note is denominated in a Specified Currency other than U.S. dollars,
payments of interest hereon will be made by wire transfer of immediately
available funds to an account maintained by the holder hereof with a bank
located outside the United States if appropriate wire transfer instructions
have been received by the Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date. If such wire transfer
instructions are not so received, such interest payments will be made by check
payable in such Specified
3
<PAGE> 4
Currency mailed to the address of the person entitled thereto as such address
shall appear in the Note register.
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 by manual signature, this Note
shall not be entitled to any benefit under the Indenture, as defined on the
reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.
DATED: AEROQUIP-VICKERS, INC.
By ______________________________
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
The First National Bank of Chicago,
as Trustee
By ______________________________
Authorized Officer
4
<PAGE> 5
[FORM OF REVERSE OF SECURITY]
This Note is one of a duly authorized issue of Medium-Term Notes,
having maturities more than nine months from the date of issue (the "Notes")
of the Issuer. The Notes are issuable under an Indenture, dated as of May 1,
1996 (the "Indenture"), between the Issuer and The First National Bank of
Chicago, as Trustee (as successor-in-interest to NBD Bank) (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 of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Issuer has appointed the Trustee, at its corporate trust office in The City of
New York as the paying agent (the "Paying Agent," which term includes any
additional or successor Paying Agent appointed by the Issuer) with respect to
the Notes. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Indenture. To the extent not inconsistent herewith, the
terms of the Indenture are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.
Unless otherwise indicated on the face of this Note, this Note may
not be redeemed prior to the Maturity Date. If so indicated on the face of
this Note, this Note may be redeemed in whole or in part at the option of the
Issuer on or after the Initial Redemption Date specified on the face hereof on
the terms set forth on the face hereof, together with interest accrued and
unpaid hereon to the date of redemption. If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption. Notice of redemption shall be mailed to the registered holders of
the Notes designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 nor
5
<PAGE> 6
more than 60 days prior to the date fixed for 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 amount of the unredeemed
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.
Unless otherwise indicated on the face of this Note, this Note shall
not be subject to repayment at the option of the holder prior to the Maturity
Date. If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments
of $1,000 or, if this Note is denominated in a Specified Currency other than
U.S. dollars, in increments of 1,000 units of such Specified Currency
(provided that any remaining principal amount hereof shall not be less than
the minimum authorized denomination hereof) at the option of the holder hereof
at a price equal to 100% of the principal amount to be repaid, together with
interest accrued and unpaid hereon to the date of repayment. For this Note to
be repaid at the option of the holder hereof, the Paying Agent must receive at
its corporate trust office in the Borough of Manhattan, The City of New York,
at least 15 but not more than 30 days prior to the date of repayment, (i) this
Note with the form entitled "Option to Elect Repayment" below duly completed
or (ii) a telegram, telex, facsimile transmission or a letter from a member of
a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the United States
setting forth the name of the holder of this Note, the principal amount
hereof, the certificate number of this Note or a description of this Note's
tenor and terms, the principal amount hereof to be repaid, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note, together with the form entitled "Option to Elect Repayment" duly
completed, will be received by the Paying Agent not later than the fifth
Business Day after the date of such telegram, telex, facsimile transmission or
letter; PROVIDED, that such telegram, telex, facsimile transmission or letter
shall only be effective if this Note and form duly completed are received by
the Paying Agent by such fifth Business Day. Exercise of such repayment option
by the holder hereof shall be irrevocable. In the event of repayment of this
Note in part only, a new Note or Notes for the amount of the unpaid portion
hereof shall be issued in the name of the holder hereof upon the cancellation
hereof.
6
<PAGE> 7
This Note will bear interest at the rate determined in accordance
with the applicable provisions below by reference to the Base Rate shown on
the face hereof based on the Index Maturity, if any, shown on the face hereof
(i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof. Commencing with the Initial
Interest Reset Date specified on the face hereof, the rate at which interest
on this Note is payable shall be reset as of each Interest Reset Date (as used
herein, the term "Interest Reset Date" shall include the Initial Interest
Reset Date). The Interest Reset Dates will be the Interest Reset Dates
specified on the face hereof; PROVIDED, HOWEVER, that the interest rate in
effect for the period from the Interest Accrual Date to the Initial Interest
Reset Date will be the Initial Interest Rate. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall
be postponed to the next succeeding day that is a Business Day, except that if
the Base Rate specified on the face hereof is LIBOR and such Business Day is
in the next succeeding calendar month, such Interest Reset Date shall be the
next preceding Business Day. As used herein, "Business Day" means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to
close in The City of New York and (i) if this Note bears interest calculated
by reference to LIBOR that is also a London Banking Day, (ii) if this Note is
denominated in a Specified Currency other than U.S. dollars, Australian
dollars or ECUs, in the principal financial center of the country of the
Specified Currency, (iii) if this Note is denominated in Australian dollars,
in Sydney and (iv) if this Note is denominated in ECUs, that is not a non-ECU
clearing day, as determined by the ECU Banking Association in Paris.
The Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest calculated by reference to the CD Rate, Commercial
Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the second
Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date. As used herein, "London Banking Day"
means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned.
7
<PAGE> 8
Treasury bills are normally sold at auction on Monday of each week, unless
that day is a legal holiday, in which case the auction is normally held on the
following Tuesday, but the 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, the
Friday will be the Interest Determination Date pertaining to the Interest
Reset Date, occurring in the next succeeding week. If an auction falls on a
day that is an Interest Reset Date, the Interest Reset Date will be the next
following Business Day..
Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such 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 Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.
DETERMINATION OF CD RATE. If the Base Rate specified on the face
hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "Cds (Secondary Market)," or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate
on the Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified 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" (the "Composite Quotations") under
the heading "Certificates of Deposit." If the rate is not yet published in
either H.15(519) or the Composite Quotation by 3:00 P.M., New York City time,
on the Calculation Date pertaining to the Interest Determination Date, the CD
Rate on the Interest Determination Date will be calculated by the Calculation
Agent referred to on the face hereof and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date for certificates of deposit in the denomination of
U.S. $5,000,000 with a remaining maturity closest to the Index Maturity
specified on the face hereof of three leading nonbank dealers in negotiable
U.S. dollar
8
<PAGE> 9
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit with a remaining maturity closest
to the Index maturity specified on the face hereof in an amount that is
representative for a single transaction in that market at that time; PROVIDED,
HOWEVER, that if the dealers selected as aforesaid by the Calculation Agent
are not quoting as set forth above, the CD Rate in effect for the applicable
period will be the same as the CD Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the rate of
interest payable hereon shall be the Initial Interest Rate).
DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate specified
on the face hereof is the Commercial Paper Rate, the Commercial Paper Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the Money Market Yield (as defined herein) of the rate on
such date for commercial paper having the Index Maturity specified on the face
hereof, as such rate shall be published in H.15(519) under the heading
"Commercial Paper." In the event that the rate is not published by 9:00 A.M.,
New York City time, on the Calculation Date pertaining to the Interest
Determination Date, then the Commercial Paper Rate shall be the Money Market
Yield of the rate on the Interest Determination Date for commercial paper of
the Index Maturity specified on the face hereof as published in Composite
Quotations under the heading "Commercial Paper." If by 3:00 P.M., New York
City time, on the Calculation Date, the rate is not yet available in either
H.15(519) of Composite Quotations, then the Commercial Paper Rate shall be the
Money Market Yield of the arithmetic mean of the offered rates as of 11:00
A.M., New York City time, on the Interest Determination Date of three leading
dealers in commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the Index Maturity specified on the
face hereof, placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized rating agency; PROVIDED, HOWEVER,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate in effect for
the applicable period will be the same as the Commercial Paper Rate for the
immediately preceding Interest Reset Period (or, if there was no Interest
Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate).
"Money Market Yield" shall be the yield calculated in accordance with the
following formula:
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<PAGE> 10
Money Market Yield = D x 360
---------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the Index Maturity specified on the face hereof.
DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate specified on
the face hereof is the Federal Funds Rate, the Federal Funds Rate with respect
to this Note shall be determined on each Interest Determination Date and shall
be the rate on such date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)," or, if not so published by 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on the Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate." If the rate is not yet published in either
H.15(519) or the Composite Quotations by 3:00 P.M., New York City time, on the
Calculation Date pertaining to the Interest Determination Date, the Federal
Funds Rate for the Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight Federal funds as of 9:00 A.M., New York City time, on
the Interest Determination Date arranged by three leading brokers in 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 set forth above, the Federal Funds Rate
in effect for the applicable period will be the same as the Federal Funds Rate
for the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the rate of interest payable hereon shall be the
Initial Interest Rate).
DETERMINATION OF LIBOR. If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:
(i) As of the Interest Determination Date, the Calculation Agent
will determine (a) if "LIBOR Reuters" is specified as the Reporting
Service 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
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<PAGE> 11
in the London interbank market in the Index Currency for the period of
the Index Maturity specified on the face hereof, commencing on the second
London Banking Day immediately following such Interest Determination
Date, which appear on the Designated LIBOR Page at approximately 11:00
A.M., London time, on such 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 as the Reporting Service on the face hereof, the rate for
deposits in the Index Currency for the period of the Index Maturity,
commencing on such Interest Determination Date, that appears on the
Designated LIBOR Page at as of 11:00 A.M., London time, on the Interest
Determination Date. If fewer than two offered rates appear (if "LIBOR
Reuters" is specified as the Reporting Service on the face hereof and
calculation of LIBOR is based on the arithmetic mean of the offered
rates) or if no rate appears (if the Reporting Service on the face hereof
specifies either (x) "LIBOR Reuters" and the Designated LIBOR Page by its
terms provides only for a single rate or (y) "LIBOR Telerate"), LIBOR in
respect of that Interest Determination Date will be determined as if the
parties had specified the rate described in (ii) below.
(ii) With respect to an Interest Determination Date on which fewer
than two offered rates appear (if "LIBOR Reuters" is specified as the
Reporting Service on the face hereof and calculation of LIBOR is based on
the arithmetic mean of the offered rates) or no rate appears (if the
Reporting Service on the face hereof specifies either (x) "LIBOR Reuters"
and the Designated LIBOR Page by its terms provides only for a single
rate or (y) "LIBOR Telerate"), the Calculation Agent will request the
principal London offices of each of four major reference banks in the
London interbank market, as selected by the Calculation Agent (after
consultation with the Issuer), to provide the Calculation Agent with its
offered quotations for deposits in the Index Currency for the period of
the Index Maturity specified on the face hereof, commencing on the second
London Banking Day immediately following the Interest Determination Date,
to prime banks in the London interbank market at approximately 11:00
A.M., London time, on the Interest Determination Date and in a principal
amount equal to an amount of not less than U.S.$1 million (or the
equivalent in the Index Currency, if the Index Currency is not the U.S.
dollar) that is representative of a single transaction in such Index
Currency in such market at the time. If at least
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<PAGE> 12
two quotations are provided, LIBOR determined on the Interest
Determination Date will be the arithmetic mean of the quotations. If
fewer than two quotations are provided, LIBOR in determined on the
Interest Determination Date will be the arithmetic mean of rates quoted
at approximately 11:00 A.M. (or such other time specified on the face
hereof), in the applicable principal financial center for the country of
the Index Currency on such Interest Determination Date, by three major
banks in such principal financial center selected by the Calculation
Agent (after consultation with the Issuer) on such Interest Determination
Date for loans in the Index Currency to leading European banks, for the
period of the Index Maturity specified on the face hereof commencing on
the second London Banking Day immediately following such Interest
Determination Date and in a principal amount of not less than U.S.$1
million (or the equivalent in the Index Currency, if the Index Currency
is not the U.S. dollar) that is representative of a single transaction in
the Index Currency in the market at the time; PROVIDED, HOWEVER, that if
the banks so selected as aforesaid by the Calculation Agent are not
quoting rates as mentioned in this sentence, "LIBOR" in effect for the
applicable period will be the same as LIBOR for the immediately preceding
Interest Reset Period (or, if there was no Interest Reset Period, the
rate of interest payable on the LIBOR Notes for which LIBOR is being
determined shall be the Initial Interest Rate).
"Index Currency" means the currency (including composite currencies)
specified as Index Currency on the face hereof. If no such currency is
specified as Index Currency on the face hereof, the Index Currency shall be
U.S. dollars. "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated as the Reporting Service on the face hereof, the display on the
Reuters Monitor Money Rates Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency, or (b) if
"LIBOR Telerate" is designated as the Reporting Service on the face hereof,
the display on the Dow Jones Telerate Service for the purpose of displaying
the London interbank rates of major banks for the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified as the Reporting
Service on the face hereof, LIBOR for the applicable Index Currency will be
determined as if LIBOR Telerate (and, if the U.S. dollar is the Index
Currency, Page 3750) had been specified.
DETERMINATION OF PRIME RATE. If the Base Rate specified on the face
hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each
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<PAGE> 13
Interest Determination Date and shall be the rate set forth in H.15(519) for
the date opposite the caption "Bank Prime Loan." If the rate is not yet
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Prime Rate for the Interest
Determination Date will be the arithmetic mean of the rates of interest
publicly announced by each bank named on the Reuters Screen NYMF Page (as
defined below) as such bank's prime rate or base lending rate as in effect for
such Interest Determination Date as quoted on the Reuters Screen NYMF Page on
the Interest Determination Date, or, if fewer than four such rates appear on
the Reuters Screen NYMF Page for the Interest Determination Date, the 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 360 as of the close of business
on such Interest Determination Date by at least two of the three major money
center banks in The City of New York selected by the Calculation Agent from
which quotations are requested. If fewer than two quotations are provided, the
Prime Rate shall be calculated by the Calculation Agent and shall be
determined as the arithmetic mean on the basis of the prime rates 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, in each case 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 quote such rate or rates.
"Reuters Screen NYMF Page" means the display designated as Page "NYMF" on the
Reuters Monitor Money Rates Service (or such other page as may replace the
NYMF Page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate). If this failure continues over three or more consecutive
months, the Prime Rate for each succeeding Interest Determination Date until
the maturity or redemption or repayment of this Note or, if earlier, until
this failure ceases, shall be LIBOR determined as if the Base Rate specified
on the face hereof were LIBOR, as if LIBOR Telerate had been specified as the
Reporting Service and U.S. dollars had been specified as the Index Currency
and the Spread, if any, shall be the number of basis points
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<PAGE> 14
specified on the face hereof as the "Alternate Rate Event
Spread."
DETERMINATION OF TREASURY RATE. If the Base Rate specified on the
face hereof is the Treasury Rate, the Treasury Rate with respect to this Note
shall be determined on each Interest Determination Date and shall be the rate
for the auction held on such date 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 9:00 A.M., New York City time, on the
Calculation Date pertaining to the Interest Determination Date, the auction
average rate on the Interest Determination Date (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 United States
Department of the Treasury. In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no auction is held on the Interest Determination
Date, then the Treasury Rate shall be calculated by the Calculation Agent and
shall be a yield to maturity (expressed as a bond equivalent, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis)
calculated using the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on the Interest Determination
Date, of three leading primary United States government securities dealers
selected by the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity specified 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 for such Interest Reset Date will be the same as the Treasury Rate for
the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the rate of interest payable hereon shall be the
Initial Interest Rate).
DETERMINATION OF CMT RATE. If the Base Rate is the CMT Rate as
specified on the face hereof, "CMT Rate" means with respect to any Interest
Determination Date, the rate displayed on the Designated CMT Telerate Page (as
defined below) under the caption "...Treasury Constant Maturities... Federal
Reserve Board Release H.15...Mondays Approximately 3:45 p.m. under the column
for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on the Interest Determination
Date and (ii) if the Designated CMT
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<PAGE> 15
Telerate Page is 7052, the week or the month, as applicable, ended immediately
preceding the week in which the related Interest Determination Date occurs. If
the rate is no longer displayed on the relevant page, or if not displayed by
3:00 p.m., New York City time on the related Calculation Date, then the CMT
Rate for the 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 the rate is no longer published, or, if not published
by 3:000 p.m., New York City time, on the related Calculation Date, then the
CMT Rate for the Interest Determination Date, will be such Treasury Constant
Maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the Interest
Determination Date with respect to the Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or
the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If such information
is not provided by 3:00 p.m., New York City time, on the related Calculation
Date, then the CMT Rate for the Interest Determination Date will be calculated
by the Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time on the Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers (each, a "Reference Dealer") in The City
of New York (which may include the Agents or their affiliates selected by the
Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent, after consultation with the Corporation, 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 approximately the
Designated CMT Maturity Index and 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 notes quotation, the CMT Rate for such
Interest Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 p.m., New York City time on
the 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
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<PAGE> 16
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 the 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 for the
Interest Reset Date will be the same as the CMT Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset
Period, the rate of interest payable on the CMT Note for which the CMT Rate is
being determined shall be the Initial Interest Rate). If two Treasury notes
with an original maturity as described in the third 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 designated in an applicable Pricing Supplement
(or any other page as may replace the page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519).
If no such page is specified in the applicable Pricing Supplement, the
Designated CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" shall be the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in an applicable Pricing Supplement with respect to which the CMT
Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.
Notwithstanding the foregoing, the interest rate hereon 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 Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on
or before each Calculation Date. The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law, as the same
may be modified by United States Federal law of general application.
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<PAGE> 17
At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Accrued interest hereon
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid. The interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the
Base Rate is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or
LIBOR, as specified on the face hereof, or by the actual number of days in the
year if the Base Rate is the Treasury Rate or the CMT Rate, as specified on
the face hereof. All percentages resulting from any calculation of the rate of
interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent (with one-half cent rounded upward). The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date. The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).
This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
denominated in U.S. dollars, is issuable only in denominations of U.S. $1,000
and any integral multiple of U.S. $1,000 in excess thereof. If this Note is
denominated in a Specified Currency other than U.S. dollars, then, unless a
higher minimum denomination is required by applicable law, it is issuable only
in denominations of the equivalent of U.S. $1,000 (rounded to an integral
multiple of 1,000 units of such Specified Currency), or any amount in excess
thereof
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<PAGE> 18
which is an integral multiple of 1,000 units of such Specified Currency, as
determined by reference to the noon dollar buying rate in New York City for
cable transfers of such Specified Currency published by the Federal Reserve
Bank of New York (the "Market Exchange Rate") on the Business Day immediately
preceding the date of issuance; PROVIDED, HOWEVER, in the case of ECUs, the
Market Exchange Rate shall be the rate of exchange determined by the
Commission of the European Communities (or any successor thereto) as published
in the Official Journal of the European Communities, or any successor
publication, on the Business Day immediately preceding the date of issuance.
The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; PROVIDED, HOWEVER, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
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<PAGE> 19
In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Indenture provides that, (a) if an Event of Default (as defined
in the Indenture) due to the default in payment of principal of, (or premium,
if any on), or interest on, any series of such debt securities issued under
the Indenture, including the series of Medium-Term Notes of which this Note
forms a part, or due to the default in the performance or breach of any other
covenant or warranty of the Issuer applicable to the debt securities of such
series but not applicable to all outstanding debt securities issued under the
Indenture shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the debt
securities of each affected series (voting as a single class) by notice in
writing to the Issuer may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in aggregate principal amount of all debt securities issued
under the Indenture then outstanding (treated as one class) by notice in
writing to the Issuer may declare the principal of all such debt securities
and interest accrued thereon to be due and payable immediately, but upon
certain conditions such declarations may be annulled and past defaults may be
waived (except a continuing default in payment of principal (or premium, if
any) or interest on such debt securities) by the holders of a majority in
principal amount of the debt securities of all affected series then
outstanding.
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<PAGE> 20
The Indenture permits the Issuer and the Trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of
the debt securities of all series issued under the Indenture then outstanding
and affected (voting as one class), to execute supplemental indentures adding
any provisions to or changing in any manner the rights of the holders of each
series so affected; PROVIDED that the Issuer and the Trustee may not, without
the consent of the holder of each outstanding debt security affected thereby,
(a) extend the final maturity of any such debt security, or reduce the
principal amount thereof or premium, if any, or reduce the rate or extend the
time of payment of interest or Additional Accounts (as defined in the
Indenture) thereon, or reduce the amount due and payable on redemption or
repayment thereof, or change the currency of payment thereof, or impair or
affect the rights of any holder to institute suit for the payment thereof
without the consent of the holder of each debt security so affected; or (b)
reduce the aforesaid percentage in principal amount of debt securities the
consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.
Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date; provided, however, that if such Specified Currency is replaced by the
Euro, the payment of principal of, premium, if any, or interest on this Note
denominated in such currency shall be effected in Euro in conformity with
legally applicable measures taken pursuant to, or by virtue of, the treaty
establishing the European Community (the "EC"), as amended by the Treaty on
European Union (as so amended, the "Treaty"). Any payment made under such
circumstances in U.S. dollars (or, if applicable, Euro) where the required
payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default.
The value of the ECU, in which this Note may be denominated or
may be payable, is equal to the value of the ECU that is from time to time
used as the unit of account of
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<PAGE> 21
the EC and which is valued on the basis of specified amounts of the currencies
of 12 of the 15 member states of the EC. Under Article 109G of the Treaty, the
currency composition of the ECU may not be changed. Other changes to the ECU
may be made by the EC in conformity with EC law, in which event the ECU will
change accordingly. From the start of the third stage of European monetary
union, the value of the ECU as against the currencies of member states
participating in the third stage will be irrevocably fixed and the ECU will
become a currency in its own right, replacing all or some of the currencies of
the 15 member states of the EC. In contemplation of the third stage, the
European Council meeting in Madrid on December 16, 1995 decided that the name
of the new currency will be the Euro and that, in accordance with the Treaty,
substitution of the Euro for the ECU will be at the rate of one Euro for one
ECU. From the start of the third stage of European monetary union, all
payments in respect of this Note denominated or payable in ECU will be payable
in Euro at the rate then established in accordance with the Treaty.
If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control, or are no longer used as the
unit of account of the European Community, or have not become a currency
replacing all or some of the currencies of the member states of the EC, then
the Issuer shall choose a substitute currency (the "Chosen Currency"), which
may be any currency which was, on the last day on which the ECU was used as
the unit of account of the EC, a component currency of the ECU or U.S. dollars
and all payments made in respect of this Note shall be made is such Chosen
Currency. The amount of each payment in such Chosen Currency shall be computed
on the basis of the equivalent of the ECU in such Chosen Currency determined
as described below.
The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined by, or on behalf of, the
Issuer on the following basis. The amounts and components composing the ECU
for this purpose (the "Components") shall be the amounts and components that
composed the ECU as of the last date on which the ECU was used as the unit of
account of the EC. The equivalent of the ECU in the Chosen Currency shall be
calculated by, first, aggregating the U.S. dollar equivalents of the
Components; and then, in the case of a Chosen Currency other than U.S.
dollars, using the rate used for determining the U.S. dollar equivalent of the
Components in the Chosen Currency as set forth below, calculating the
equivalent in the Chosen Currency of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the
21
<PAGE> 22
Components shall be determined by, or on behalf of, the Issuer on the basis of
the most recently available Market Exchange Rates for such Components.
If, pursuant to the Treaty, all or some of the currencies of the
member countries of the EC are replaced by the Euro, the payment of principal
of, premium, if any, or interest on, this Note if denominated in any such
currency shall be effected in Euro in conformity with legally applicable
measures taken pursuant to, or by virtue of, the Treaty.
All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.
So long as this Note shall be outstanding, the Issuer will cause to
be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Note as herein provided in the Borough
of Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the Trustee or
any Paying Agent for payment of the principal of or interest or premium, if
any, on any Notes that remain unclaimed at the end of two years after such
principal, interest or premium shall have become due and payable (whether at
maturity or upon call for redemption or otherwise), (i) the Trustee or such
Paying Agent shall notify the holders of such Notes that such moneys shall be
repaid to the Issuer and any person claiming such moneys shall thereafter look
only to the Issuer for payment thereof and (ii) such moneys shall be so repaid
to the Issuer. Upon such repayment all liability of the Trustee or such Paying
Agent with respect to such moneys shall thereupon cease, without, however,
limiting in any way any obligation that the Issuer may have to pay the
principal of or interest or premium, if any, on this Note as the same shall
become due.
No provision of this Note or of the Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of,
22
<PAGE> 23
premium, if any, and interest on this Note at the time, place, and rate, and
in the coin or currency, herein prescribed unless otherwise agreed between the
Issuer and the registered holder of this Note.
Prior to due presentment of this Note for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the holder 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 Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of Ohio.
All terms used in this Note which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
23
<PAGE> 24
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.
---------------------
24
<PAGE> 25
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 ZIP CODE,
OF ASSIGNEE]
the within Note and all rights thereunder, hereby
irrevocably
- -------------------------------------------------------------------------------
constituting and appointing such person attorney to transfer
- -------------------------------------------------------------------------------
such note on the books of the Issuer, with full power of
- -------------------------------------------------------------------------------
substitution in the premises.
Dated:_____________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (e.g., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program.)
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
25
<PAGE> 26
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Issuer
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Please print or typewrite
name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid):
- --------------------------.
Dated:_____________ __________________________________________
NOTICE: The signature on this Option
to Elect Repayment must correspond
with the name as written upon the face of
the within instrument in every particular
without alteration or enlargement.
26
<PAGE> 1
EXHIBIT (4)-2a
Aeroquip-Vickers, Inc.
$150,000,000
Medium-Term Notes
Due Nine Months or More from Data of Issue
U.S. DISTRIBUTION AGREEMENT
April 18, 1997
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
J.P. Morgan Securities Inc.
60 Wall Street, 3rd Floor
New York, New York 10260
Dear Sirs:
Aeroquip-Vickers, Inc., an Ohio corporation (the "Company"),
confirms its agreement with each of you with respect to the issue and sale from
time to time by the Company of up to $150,000,000 (or the equivalent thereof in
one or more foreign currencies or composite currencies) aggregate initial public
offering price of its medium-term notes due nine months or more from date of
issue (the "Notes"). The Notes will be issued under an Indenture dated as of May
1, 1996 and a First Supplemental Indenture dated as of April 17, 1997 (together,
the "Indenture") between the Company and The First National Bank of Chicago (as
successor-in-interest to NBD Bank), as trustee (the "Trustee"), and will have
the maturities, interest rates, redemption provisions, if any, and other terms
as set forth in supplements to the Basic Prospectus referred to below.
The Company hereby appoints Morgan Stanley & Co. Incorporated
("Morgan Stanley") and J.P. Morgan Securities Inc. ("J.P. Morgan")
(individually, an "Agent" and collectively, the "Agents") as its agents, subject
to Section 10 hereof, for the purpose of soliciting and receiving offers to
purchase Notes from the Company by others and, on the basis of the
representations and warranties herein contained, but subject to the terms and
conditions herein set forth, each Agent agrees to use reasonable efforts to
solicit and receive offers to purchase Notes upon terms acceptable to the
Company at such times and in such amounts as the Company shall from time to time
specify. In addition, any Agent also may purchase Notes as principal pursuant to
the terms
<PAGE> 2
of a written terms agreement relating to such sale substantially in the form of
Exhibit A hereto (a "Terms Agreement") in accordance with the provisions of
Section 2(b) hereof. The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement, including a prospectus,
relating to its debt securities, including the Notes. Such registration
statement, including the exhibits thereto, as amended at the Commencement Date
(as hereinafter defined), is hereinafter referred to as the "Registration
Statement." The Company proposes to file with the Commission from time to time,
pursuant to Rule 424 under the Securities Act of 1933, as amended (the
"Securities Act"), supplements to the prospectus included in the Registration
Statement that will describe certain terms of the Notes. The prospectus in the
form in which it appears in the Registration Statement is hereinafter referred
to as the "Basic Prospectus." The term "Prospectus" means the Basic Prospectus
together with the prospectus supplement or supplements (each a "Prospectus
Supplement") specifically relating to Notes, as filed with, or transmitted for
filing to, the Commission pursuant to Rule 424. As used herein, the terms "Basic
Prospectus" and "Prospectus" shall include in each case the documents, if any,
incorporated by reference therein. The terms "supplement," "amendment" and
"amend" as used herein shall include all documents deemed to be incorporated by
reference in the Prospectus that are filed subsequent to the date of the Basic
Prospectus by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
1. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to and agrees with each Agent as of the Commencement Date, as of each
date on which an Agent solicits offers to purchase Notes, as of each date on
which the Company accepts an offer to purchase Notes (including any purchase by
an Agent pursuant to a Terms Agreement, if any), as of each date the Company
issues and delivers Notes and as of each date the Registration Statement or the
Basic Prospectus is amended or supplemented, as follows (it being understood
that such representations, warranties and agreements shall be deemed to relate
to the Registration Statement, the Basic Prospectus and the Prospectus, each as
amended or supplemented to each such date):
(a) the Registration Statement has been declared effective by
the Commission under the Securities Act; no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceeding for that purpose has been instituted or, to the knowledge of
the Company, threatened by the Commission; and the Registration
Statement (as amended if the Company shall have filed any amendments
thereto) complies, or will comply, in all material respects with the
Securities Act and the Trust Indenture Act of 1939, as amended, and the
rules and regulations of the Commission thereunder (collectively, the
"Trust Indenture Act"), and does not and will not, as of the applicable
effective date,
2
<PAGE> 3
contain any untrue statement or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, and the Prospectus, as amended or supplemented,
if applicable, will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading; except that the foregoing representations and
warranties shall not apply to (i) that part of the Registration
Statement which constitutes the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of the Trustee,
and (ii) statements or omissions in the Registration Statement or the
Prospectus made in reliance upon and in conformity with information
relating to any Agent furnished to the Company in writing by such Agent
expressly for use therein;
(b) the documents incorporated by reference in the Prospectus,
when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act, and none of such
documents contained an untrue statement of a material fact or omitted
to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus, when such documents are filed with the
Commission, will conform in all material respects to the requirements
of the Exchange Act, as applicable, and will not contain an untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein in the light of the circumstances under
which they were made, not misleading;
(c) the financial statements, and the related notes thereto
included or incorporated by reference in the Registration Statement and
the Prospectus present fairly the consolidated financial position of
the Company and its consolidated subsidiaries as of the dates indicated
and the results of their operations and the changes in their
consolidated cash flows for the periods specified; said financial
statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis, and the supporting
schedules included or incorporated by reference in the Registration
Statement present fairly the information required to be stated therein;
(d) since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has not
been any change, or any development involving a prospective change,
which could reasonably be expected to have a material adverse effect on
the general affairs, business, prospects, management, financial
position, stockholders' equity or results of operations of the Company
3
<PAGE> 4
and its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus; and except as set forth or contemplated
in the Prospectus neither the Company nor any of its subsidiaries has,
since January 1, 1997, entered into any transaction or agreement
(whether or not in the ordinary course of business) material to the
Company and its subsidiaries taken as a whole;
(e) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, with full corporate power and authority
to own its properties and conduct its business as described in the
Registration Statement and the Prospectus, and has been duly qualified
as a foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business so as to require such
qualification, other than where the failure to be so qualified or in
good standing would not have material adverse effect on the Company and
its subsidiaries taken as a whole;
(f) each of Aeroquip Corporation and Vickers, Incorporated
(collectively, the "Subsidiaries") has been duly incorporated and is
validly existing as a corporation under the laws of its jurisdiction of
incorporation, with corporate power and authority to own its properties
and to conduct its business as described in the Prospectus, and has
been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each jurisdiction in
which it owns or leases properties or conducts any business so as to
require such qualification, other than where the failure to be so
qualified or in good standing would not have a material adverse effect
on the Company and its subsidiaries taken as a whole; and all of the
outstanding shares of capital stock of each Subsidiary have been duly
authorized and validly issued, are fully-paid and non-assessable, and
are owned by the Company, directly or indirectly, free and clear of all
liens, encumbrances, security interests and claims;
(g) this Agreement and any applicable Terms Agreement has been
duly authorized, executed and delivered by the Company and constitutes
the valid and binding agreement of the Company, except as rights to
indemnity and contribution may be limited by applicable law;
(h) the Notes have been duly authorized by the Company, and,
when issued, delivered and authenticated pursuant to this Agreement and
the Indenture, will have been duly executed, issued an delivered and
will constitute valid and binding obligations of the Company entitled
to the benefits provided by the Indenture; the Indenture has been duly
authorized, executed and delivered by the Company,
4
<PAGE> 5
qualified under the Trust Indenture Act and constitutes a valid and
binding instrument of the Company; and the Notes and the Indenture
conform to the descriptions thereof in the Prospectus;
(i) neither the Company nor either Subsidiary is, or with the
giving of notice or the lapse of time or both would be, in violation of
or in default under its Articles of Incorporation or its Code of
Regulations (or other organizational documents, as the case may be) or
any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or either of the
Subsidiaries is a party or by which it or any of them or any of their
respective properties is bound, except for violations and defaults
which individually and in the aggregate are not material to the Company
and the Subsidiaries taken as a whole; the issue and sale of the Notes
and the performance by the Company of all of its obligations under the
Notes, the Indenture, this Agreement and any applicable Terms Agreement
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, any indenture,
mortgage, deed of trust, loan agreement or other material agreement or
instrument to which the Company or either of the Subsidiaries is a
party or by which the Company or either of the Subsidiaries is bound or
to which any of the property or assets of the Company or either of the
Subsidiaries is subject, nor will any such action result in any
violation of the provisions of the Articles of Incorporation or the
Code of Regulations (or other organizational documents, as the case may
be) of the Company or either of the Subsidiaries or any applicable law
or statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company, the
Subsidiaries or any of their respective properties; and no consent,
approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
issue and sale of the Notes or the consummation by the Company of the
transactions contemplated by this Agreement, any applicable Terms
Agreement or the Indenture, except such consents, approvals,
authorizations, registrations or qualifications as have been obtained
under the Securities Act and the Trust Indenture Act; and
(j) other than as set forth or contemplated in the Prospectus
as amended or supplemented, if applicable, there are no legal or
governmental proceedings pending or, to the knowledge of the Company,
threatened to which the Company or either of the Subsidiaries is or may
be a party or to which any property of the Company or either of the
Subsidiaries is or may be subject which could individually or in the
aggregate reasonably be expected to have a material adverse
5
<PAGE> 6
effect on the general affairs, business, prospects, management,
financial position, stockholders' equity or results of operations of
the Company and the Subsidiaries taken as a whole and, to the best of
the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others; and
there are no contracts or other documents of a character required to be
filed as an exhibit to the Registration Statement or required to be
described in the Registration Statement or the Prospectus which are not
filed or described as required.
Notwithstanding the foregoing, the representations and
warranties set forth in Section 1(a) and (h) (except as to due authorization of
the Notes) and (i), when made as of the Commencement Date, or as of any date on
which an Agent solicits offers to purchase Notes, with respect to any Notes the
payments of principal or interest on which will be determined by reference to
one or more currency exchange rates, commodity prices, equity indices or other
factors, shall be deemed not to address the application of the Commodity
Exchange Act, as amended, or the rules, regulations or interpretations of the
Commodity Futures Trading Commission.
2. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL.
(a) SOLICITATIONS AS AGENT. In connection with an Agent's
actions as agent hereunder, such Agent agrees to use reasonable efforts to
solicit offers to purchase Notes upon the terms and conditions set forth in the
Prospectus as then amended or supplemented.
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 at
least one business day's prior notice from the Company, the Agents will
forthwith suspend solicitations of offers to purchase Notes from the Company
until such time as the Company has advised the Agents that such solicitation may
be resumed. While such solicitation is suspended, the Company shall not be
required to deliver any certificates, opinions or letters in accordance with
Sections 5(a), 5(b) and 5(c); PROVIDED, HOWEVER, that if the Registration
Statement or Prospectus is amended or supplemented during the period of
suspension (other than by an amendment or supplement providing solely for a
change in the interest rates, redemption provisions, amortization schedules or
maturities offered on the Notes or for a change the Agents deem to be
immaterial), no Agent shall be required to resume soliciting offers to purchase
Notes until the Company has delivered such certificates, opinions and letters as
such Agent may request.
The Company agrees to pay to each Agent, as consideration for
the sale of each Note resulting from a
6
<PAGE> 7
solicitation made or an offer to purchase received by such Agent, a commission
in the form of a discount from the purchase price of such Note equal to the
percentage set forth below of the purchase price of such Note:
<TABLE>
<CAPTION>
TERM COMMISSION RATE
---- ---------------
<S> <C> <C>
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 year .600%
From 10 years to less than 15 year .625%
From 15 years to less than 20 year .700%
From 20 years to less than 30 year .750%
From 30 years and beyond to be negotiated
</TABLE>
Each Agent shall communicate to the Company, orally or in
writing, each offer to purchase Notes received by such Agent as agent that in
its judgment should be considered by the Company. The Company shall have the
sole right to accept offers to purchase Notes and may reject any offer in whole
or in part. Each Agent shall have the right to reject any offer to purchase
Notes that it considers to be unacceptable, and any such rejection shall not be
deemed a breach of its agreements contained herein. The procedural details
relating to the issue and delivery of Notes sold by the Agents as agents and the
payment therefor shall be as set forth in the Administrative Procedures (as
hereinafter defined).
(b) PURCHASES AS PRINCIPAL. Each sale of Notes to an Agent as
principal shall be made in accordance with the terms of this Agreement. In
connection with each such sale, the Company will enter into a Terms Agreement
that will provide for the sale of such Notes to and the purchase thereof by such
Agent. Each Terms Agreement will take the form of either (i) a Terms Agreement,
or (ii) an oral agreement between such Agent and the Company confirmed in
writing by such Agent to the Company.
An Agent's commitment to purchase Notes pursuant to a Terms
Agreement 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. Each Terms Agreement shall specify the
principal amount of Notes to be purchased by such Agent pursuant thereto, the
maturity date of such Notes, the price to be paid to the Company for such Notes,
the interest rate and interest rate formula, if any, applicable to such Notes
and any other terms of such Notes. Each such Terms Agreement may also specify
any requirements for officers' certificates, opinions of counsel and
7
<PAGE> 8
letters from the independent public accountants of the Company pursuant to
Section 4 hereof. A Terms Agreement may also specify certain provisions relating
to the reoffering of such Notes by such Agent.
Each Terms Agreement shall specify the time and place of
delivery of and payment for such Notes. Unless otherwise specified in a Terms
Agreement, the procedural details relating to the issue and delivery of Notes
purchased by an Agent as principal and the payment therefor shall be as set
forth in the Administrative Procedures. Each date of delivery of and payment for
Notes to be purchased by an Agent pursuant to a Terms Agreement is referred to
herein as a "Settlement Date."
Unless otherwise specified in a Terms Agreement, if you are
purchasing Notes as principal you may resell such Notes to other dealers. Any
such sales may be at a discount, which shall not exceed the amount set forth in
the Prospectus Supplement relating to such Notes.
(c) ADMINISTRATIVE PROCEDURES. The Agents and the Company
agree to perform the respective duties and obligations specifically provided to
be performed in the Medium-Term Notes Administrative Procedures (attached hereto
as Exhibit B) (the "Administrative Procedures"), as amended from time to time.
The Administrative Procedures may be amended only by written agreement of the
Company and the Agents.
(d) DELIVERY. The documents required to be delivered by
Section 4 of this Agreement as a condition precedent to each Agent's obligation
to begin soliciting offers to purchase Notes as an agent of the Company shall be
delivered at the office of Brown & Wood LLP, counsel for the Agents, not later
than 12 Noon, New York time, on the date hereof, or at such other time and/or
place as the Agents and the Company may agree upon in writing, but in no event
later than the day prior to the earlier of (i) the date on which the Agents
begin soliciting offers to purchase Notes and (ii) the first date on which the
Company accepts any offer by an Agent to purchase Notes pursuant to a Terms
Agreement. The date of delivery of such documents is referred to herein as the
"Commencement Date."
(e) OBLIGATIONS SEVERAL. The Company acknowledges
that the obligations of the Agents under this Agreement are several and not
joint.
3. AGREEMENTS. The Company agrees with each Agent
that:
(a) Prior to the termination of the offering of the Notes
pursuant to this Agreement or any Terms Agreement, the Company will not file any
Prospectus Supplement relating to the Notes or any amendment to the Registration
Statement unless the Company has previously furnished to the Agents copies
thereof for
8
<PAGE> 9
their review and will not file any such proposed supplement or amendment to
which the Agents reasonably object; PROVIDED, HOWEVER, that (i) the foregoing
requirement shall not apply to any of the Company's periodic filings with the
Commission required to be filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act, copies of which filings the Company will cause to be delivered
to the Agents promptly after being transmitted for filing with the Commission
and (ii) any Prospectus Supplement that merely sets forth the terms or a
description of particular Notes shall only be reviewed and approved by the Agent
or Agents offering such Notes. Subject to the foregoing sentence, the Company
will promptly cause each Prospectus Supplement to be filed with or transmitted
for filing to the Commission in accordance with Rule 424(b) under the Securities
Act. The Company will promptly advise the Agents (i) of the filing of any
amendment or supplement to the Basic Prospectus (except that notice of the
filing of an amendment or supplement to the Basic Prospectus that merely sets
forth the terms or a description of particular Notes shall only be given to the
Agent or Agents offering such Notes), (ii) of the filing and effectiveness of
any amendment to the Registration Statement, (iii) of any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Basic Prospectus or for any additional information, (iv) of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the institution or 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 or notice of suspension of qualification and, if issued, to
obtain as soon as possible the withdrawal thereof. If the Basic Prospectus is
amended or supplemented as a result of the filing under the Exchange Act of any
document incorporated by reference in the Prospectus, no Agent shall be
obligated to solicit offers to purchase Notes so long as it is not reasonably
satisfied with such document.
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Securities Act, any event occurs or condition
exists as a result of which the Prospectus, as then amended or supplemented,
would include an 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 when the Prospectus, as then amended or supplemented, is delivered
to a purchaser, not misleading, or if, in the opinion of the Agents or in the
opinion of the Company, it is necessary at any time to amend or supplement the
Prospectus, as then amended or supplemented, to comply with applicable law, the
Company will immediately notify the Agents by telephone (with confirmation in
writing) to suspend solicitation of offers to purchase Notes and, if so notified
by the Company,
9
<PAGE> 10
the Agents shall forthwith suspend such solicitation and cease using the
Prospectus, as then amended or supplemented. If the Company shall decide to
amend or supplement the Registration Statement or Prospectus, as then amended or
supplemented, it shall so advise the Agents promptly by telephone (with
confirmation in writing) and, at its expense, shall prepare and cause to be
filed promptly with the Commission an amendment or supplement to the
Registration Statement or Prospectus, as then amended or supplemented,
satisfactory in all respects to the Agents, that will correct such statement or
omission or effect such compliance and will supply such amended or supplemented
Prospectus to the Agents in such quantities as they may reasonably request. If
any documents, certificates, opinions and letters furnished to the Agents
pursuant to paragraph (f) below and Sections 5(a), 5(b) and 5(c) in connection
with the preparation and filing of such amendment or supplement are satisfactory
in all respects to the Agents, upon the filing with the Commission of such
amendment or supplement to the Prospectus or upon the effectiveness of an
amendment to the Registration Statement, the Agents will resume the solicitation
of offers to purchase Notes hereunder. Notwithstanding any other provision of
this Section 3(b), until the distribution of any Notes an Agent may own as
principal has been completed, if any event described above in this paragraph (b)
occurs, the Company will, at its own expense, forthwith prepare and cause to be
filed promptly with the Commission an amendment or supplement to the
Registration Statement or Prospectus, as then amended or supplemented,
satisfactory in all respects to such Agent, will supply such amended or
supplemented Prospectus to such Agent in such quantities as it may reasonably
request and shall furnish to such Agent pursuant to paragraph (f) below and
Sections 5(a), 5(b) and 5(c) such documents, certificates, opinions and letters
as it may request in connection with the preparation and filing of such
amendment or supplement.
(c) The Company will make generally available to its security
holders and to the Agents as soon as practicable earning statements that satisfy
the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder covering twelve month periods
beginning, in each case, not later than the first day of the Company's fiscal
quarter next following the "effective date" (as defined in Rule 158 under the
Securities Act) of the Registration Statement with respect to each sale of
Notes. If such fiscal quarter is the last fiscal quarter of the Company's fiscal
year, such earning statement shall be made available not later than 90 days
after the close of the period covered thereby and in all other cases shall be
made available not later than 45 days after the close of the period covered
thereby.
(d) The Company will furnish to each Agent, without charge, a
signed copy of the Registration Statement, including exhibits and all amendments
thereto, and as many copies of the Prospectus, any documents incorporated by
reference therein and
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<PAGE> 11
any supplements and amendments thereto as such Agent may reasonably request.
(e) The Company shall furnish to the Agents such relevant
documents and certificates of officers of the Company relating to the business,
operations and affairs of the Company, the Registration Statement, the Basic
Prospectus, any amendments or supplements thereto, the Indenture, the Notes,
this Agreement, the Administrative Procedures, any Terms Agreement and the
performance by the Company of its obligations hereunder or thereunder as the
Agents may from time to time reasonably request.
(f) The Company shall notify the Agents promptly in writing of
any downgrading, or of its receipt of any notice of any intended or potential
downgrading or of any review for possible change that does not indicate the
direction of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating organization," as
such term is defined for purposes of Rule 436(g) (2) under the Securities Act.
(g) The Company will, whether or not any sale of Notes is
consummated, pay all expenses incident to the performance of its obligations
under this Agreement and any Terms Agreement, including: (i) the preparation and
filing of the Registration Statement and the Prospectus and all amendments and
supplements thereto, (ii) the preparation, issuance and delivery of the Notes,
(iii) the fees and disbursements of the Company's counsel and accountants and of
the Trustee and its counsel, (iv) the printing and delivery to the Agents in
quantities as hereinabove stated of copies of the Registration Statement and all
amendments thereto and of the Prospectus and any amendments or supplements
thereto, (v) any fees charged by rating agencies for the rating of the Notes,
(vi) any expenses incurred by the Company in connection with a "road show"
presentation to potential investors and (vii) the fees and disbursements of
counsel for the Agents incurred in connection with the offering and sale of the
Notes, including any opinions to be rendered by such counsel hereunder.
(h) During the period beginning the date of any Terms
Agreement and continuing to and including the Settlement Date with respect to
such Terms Agreement, the Company will not, without such Agent's prior written
consent, offer, sell, contract to sell or otherwise dispose of any debt
securities of the Company or warrants to purchase debt securities of the Company
substantially similar to such Notes (other than (i) the Notes that are to be
sold pursuant to such Terms Agreement, (ii) Notes previously agreed to be sold
by the Company and (iii) commercial paper issued in the ordinary course of
business), except as may otherwise be provided in such Terms Agreement.
4. CONDITIONS OF THE OBLIGATIONS OF THE AGENTS. Each
Agent's obligation to solicit offers to purchase Notes as agent
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<PAGE> 12
of the Company, each Agent's obligation to purchase Notes pursuant to any Terms
Agreement and the obligation of any other purchaser to purchase Notes will be
subject to the accuracy of the representations and warranties on the part of the
Company herein, to the accuracy of the statements of the Company's officers made
in each certificate furnished pursuant to the provisions hereof and to the
performance and observance by the Company of all covenants and agreements herein
contained on its part to be performed and observed (in the case of an Agent's
obligation to solicit offers to purchase Notes, at the time of such
solicitation, and, in the case of an Agent's or any other purchaser's obligation
to purchase Notes, at the time the Company accepts the offer to purchase such
Notes and at the time of issuance and delivery) and (in each case) to the
following additional conditions precedent when and as specified:
(a) Prior to such solicitation or purchase, as the
case may be:
(i) since the respective dates as of which information is
given in the Prospectus there shall not have been any change or any
development involving a change, which could reasonably be expected to
have a material adverse effect on the general affairs, business,
prospects, management,financial position, stockholders' equity or
results of operations of the Company and the Subsidiaries, taken as a
whole, otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented at the time of such solicitation or at the time
such offer to purchase was made, the effect of which in the judgment of
the relevant Agent makes it impracticable to market the Notes on the
terms and in the manner contemplated in the Prospectus;
(ii) trading generally shall not have been suspended or
materially limited on or by, as the case may be, any of the New York
Stock Exchange, the American Stock Exchange, or the National
Association of Securities Dealers, Inc., (ii) trading of any securities
of or guaranteed by the Company shall not have been suspended on any
exchange or in any over-the counter market, (iii) a general moratorium
on commercial banking activities in New York shall not have been
declared by either Federal or New York State authorities, or (iv) there
shall not have occurred any outbreak or escalation of hostilities or
any change in financial markets or any calamity or crisis that, in the
judgment of the relevant Agent, is material and adverse and which, in
the judgment of such Agent, makes it impracticable to market the Notes
on the terms and in the manner contemplated in the Prospectus.
(iii) there shall not have occurred any downgrading, nor shall
any notice have been given of (i) any intended or potential downgrading
or (ii) any review for possible change
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<PAGE> 13
that does not indicate an improvement, in the rating accorded any
securities of or guaranteed by the Company by any "nationally
recognized statistical rating organization", as such term is defined
for purposes of Rule 436(g) (2) under the Securities Act;
(A) except, in each case described in paragraph (i), (ii) or
(iii) above, as disclosed to the relevant Agent in writing by the Company prior
to such solicitation or, in the case of a purchase of Notes, as disclosed to the
relevant Agent before the offer to purchase such Notes was made or (B) unless in
each case described in (ii) above, the relevant event shall have occurred and
been known to the relevant Agent before such solicitation or, in the case of a
purchase of Notes, before the offer to purchase such Notes was made.
(b) On the Commencement Date and, if called for by any
Terms Agreement, on the corresponding Settlement Date, the relevant Agents
shall have received:
(i) The opinion, dated as of such date, of James
E. Kline, general counsel of the Company, to the effect that:
(A) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation, with corporate
power and authority to own its properties and conduct its
business as described in the Prospectus;
(B) the Company has been duly qualified as a foreign
corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it
owns or leases properties, or conducts any business, so as to
require such qualification, other than where the failure to be
so qualified or in good standing would not have a material
adverse effect on the Company and its Subsidiaries taken as a
whole;
(C) each Subsidiary has been duly incorporated and is
validly existing as a corporation under the law of its
jurisdiction of incorporation with corporate power and
authority to own its properties and conduct its business as
described in the Prospectus, as then amended or supplemented,
and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such
qualification, other than where the failure to be so qualified
and in good standing would not have a material adverse effect
on the Company and the
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<PAGE> 14
Subsidiaries taken as a whole; and all of the issued shares of
capital stock of each Subsidiary have been duly and validly
authorized and issued, are fully paid and non-assessable, and
are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims;
(D) other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings
pending or, to the best of such counsel's knowledge,
threatened to which the Company or either of the Subsidiaries
is or may be a party or to which any property of the Company
or the Subsidiaries is or may be the subject which could
individually or in the aggregate reasonably be expected to
have a material adverse effect on the general affairs,
business, prospects, management, financial position,
stockholders' equity or results of operations of the Company
and the Subsidiaries taken as a whole; to the best of such
counsel's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by
others; and such counsel does not know of any contracts or
other documents of a character required to be filed as an
exhibit to the Registration Statement or required to be
described in the Registration Statement or the Prospectus
which are not filed or described as required;
(E) neither the Company nor either of the
Subsidiaries is, or with the giving of notice or the lapse of
time or both would be, in violation of its Articles of
Incorporation or its Code of Regulations (or other
organizational documents, as the case may be), except for
violations which individually or in the aggregate could not
reasonably be expected to have a material adverse effect on
the general affairs, business, prospects, management,
financial position, stockholders' equity or results of
operations of the Company and the Subsidiaries taken as a
whole, and the issue and sale of the Notes and the performance
by the Company of its obligations under the Notes, the
Indenture and this Agreement 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, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or
instrument known to such counsel to which the Company or
either of the Subsidiaries is a party or by which the Company
or either of the Subsidiaries is bound or to which any of the
property or assets of the Company or either of the
Subsidiaries is subject, nor will any such action result in
any violation of the provisions of the Articles of
Incorporation or the Code of Regulations
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<PAGE> 15
(or other organizational documents, as the case may be) of the
Company or either of the Subsidiaries or any applicable law or
statute (except as rights to indemnity and contribution
hereunder may be limited by applicable law) or any order, rule
or regulation of any court or governmental agency or body
having jurisdiction over the Company, the Subsidiaries or any
of their respective properties;
(F) the statements incorporated by reference in the
Prospectus from Item 3 of Part 1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996 and in the Registration Statement in Item 15, in so far
as such statements constitute a summary of the legal matters,
documents or proceedings referred to therein, fairly present
the information called for with respect to such legal matters,
documents or proceedings; and
(G) such counsel (1) is of the opinion that each
document, if any, filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus, as then amended
or supplemented (except for financial statements and schedules
included therein as to which such counsel need not express any
opinion) complied when so filed as to form in all material
respects with the Exchange Act and the applicable rules and
regulations of the Commission thereunder, (2) is of the
opinion that the Registration Statement and Prospectus, as
then amended or supplemented, if applicable (except for
financial statements and schedules included therein as to
which such counsel need not express any opinion) comply as to
form in all material respects with the Securities Act and the
Trust Indenture Act and the applicable rules and regulations
of the Commission thereunder, (3) has no reason to believe
that (except for financial statements and schedules as to
which such counsel need not express any belief and except for
that part of the Registration Statement that constitutes the
Form T-1 heretofore referred to) each part of the Registration
Statement, as then amended, if applicable, when such part
became effective, contained and as of the date such opinion is
delivered, contains any untrue statement of a material fact or
omitted or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading and (4) has no reason to believe that (except for
financial statements and schedules as to which such counsel
need not express any belief) the Prospectus, as then amended
or supplemented, if applicable, as of the date such opinion is
delivered contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which
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<PAGE> 16
they were made, not misleading; PROVIDED that in the case of
an opinion delivered on the Commencement Date or pursuant to
Section 5(b), the opinion and belief set forth in clauses (3)
and (4) above shall be deemed not to cover information
concerning an offering of particular Notes to the extent such
information will be set forth in a supplement to the Basic
Prospectus.
(ii) The opinion, dated as of such date, of Jones, Day, Reavis & Pogue,
outside counsel for the Company (or such other counsel as is acceptable
to the Agents), to the effect that:
(A) each of this Agreement and any applicable Terms
Agreement has been duly authorized, executed and delivered
by the Company;
(B) the Notes have been duly authorized and, if executed and
authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the purchasers thereof on the date of such
opinion, would be valid and binding obligations of the Company and
would be entitled to the benefits of the Indenture;
(C) the Indenture has been duly authorized, executed and
delivered by the Company and duly qualified under the Trust Indenture
Act and constitutes a valid and binding instrument of the Company;
(D) no consent, approval or authorization or order of any
governmental agency or body is required for the issue and sale of the
Notes, except such as have been obtained under the Securities Act and
the Trust Indenture Act;
(E) the statements in the Prospectus, under the captions
"Description of Notes" and "Description of Securities", in each case
insofar as such statements purport to summarize the provisions of the
documents referred to therein, present fair summaries of such
provisions;
(F) such counsel is of the opinion ascribed to it in
the Prospectus, as then amended or supplemented, under the
caption "United States Taxation"; and
(G) (1) such counsel is of the opinion that the Registration
Statement and the Prospectus and any amendments and supplements thereto
(except for the financial statements and supporting schedules included
therein and that part of the Registration Statement which constitutes
the Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee as to which such counsel need
express no opinion) comply as to form in all material respects with the
requirements of the Securities Act and the Trust Indenture Act, (2) no
facts have come to the attention
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<PAGE> 17
of such counsel to cause them to believe that the Registration
Statement (except for the financial statements and supporting schedules
included therein and that part of the Registration Statement which
constitutes the Statement of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act of the Trustee as to which such counsel
need express no belief), on the date of this Agreement, 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, and (3) no facts have come to the attention of
such counsel to cause them to believe that the Prospectus (except for
the financial statements and supporting schedules included therein as
to which counsel need express no belief) as amended or supplemented, if
applicable, to the Closing Date contains an untrue statement of a
material fact or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading.
In rendering such opinions, such counsel may rely (A) as to matters
involving the application of laws other than the laws of the United
States and the States of Ohio and New York, to the extent such counsel
deems proper and to the extent specified in such opinion, if at all,
upon an opinion or opinions (in form and substance reasonably
satisfactory to Agents' counsel) of other counsel reasonably acceptable
to Agents' counsel, familiar with the applicable laws; and (B) as to
matters of fact, to the extent such counsel deems proper, on
certificates of responsible officers of the Company and certificates or
other written statements of officials of jurisdictions having custody
of documents respecting the corporate existence or good standing of the
Company. The opinions of such counsel for the Company shall state that
the opinion of any such other counsel is in form satisfactory to such
counsel and, in such counsel's opinion, he or they, as the case may be,
and the Agents are justified in relying thereon. With respect to the
matters to be covered in subparagraphs (b)(i)(G) and (b)(ii)(G),
respectively, above, James E. Kline and Jones, Day, Reavis & Pogue (or
such other counsel as is acceptable to the Agents) may state that their
opinions and beliefs are based upon their participation in the
preparation of the Prospectus and any amendment or supplement thereto
and review and discussion of the contents of the Registration Statement
and the Prospectus and that, except as specified, they have not
independently verified and are not passing upon, and do not assume any
responsibility for, the accuracy, completeness or fairness of the
information contained in the Registration Statement and the Prospectus;
(iii) The opinion, dated as of such date, of Brown & Wood LLP,
counsel for the Agents, covering the matters in subparagraphs (A), (B),
(C), (E) and (G) in paragraph (b)
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<PAGE> 18
(ii) above. With respect to subparagraph (G) of paragraph (b) (ii)
above, Brown & Wood LLP may state that their opinion and belief are
based upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto (but
not including documents incorporated therein by reference) and review
and discussion of the contents thereof (including documents
incorporated therein by reference), but are without independent check
or verification, except as specified.
(c) On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date, the relevant Agents shall have
received a certificate, dated the Commencement Date or such Settlement Date, as
the case may be, and signed by an executive officer of the Company, to the
effect set forth in subparagraph (a) (iii) above and to the effect that the
representations and warranties of the Company contained in this Agreement are
true and correct as of such date and that the Company has complied with all of
the agreements and satisfied all of the conditions on its part to be performed
or satisfied on or before such date.
The officer signing and delivering such certificate may rely
upon the best of his knowledge as to proceedings threatened.
(d) On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date, Ernst & Young LLP, independent
public accountants, shall have furnished to the relevant Agents a letter or
letters, dated the Commencement Date or such Settlement Date, as the case may
be, in form and substance satisfactory to such Agents containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Prospectus, as
then amended or supplemented.
(e) On the Commencement Date and on each Settlement Date, the
Company shall have furnished to the relevant Agents such appropriate further
information, certificates and documents as they may reasonably request.
5. ADDITIONAL AGREEMENTS OF THE COMPANY. (a) Each time that
the Registration Statement or Prospectus is amended or supplemented (other than
by an amendment or supplement (i) solely setting forth the terms of any
Securities other than the Notes or (ii) providing solely for a change in the
interest rates, redemption provisions, amortization schedules or maturities
offered on the Notes or for a change the Agents deem to be immaterial), the
Company will deliver or cause to be delivered forthwith to each Agent a
certificate signed by an executive officer of the Company, dated the date of
such amendment or supplement, as the case may be, in form reasonably
satisfactory to the Agents, of the same tenor as the certificate
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<PAGE> 19
referred to in Section 4(c) relating to the Registration Statement or the
Prospectus as amended or supplemented to the time of delivery of such
certificate.
(b) Each time that the Company furnishes a certificate
pursuant to Section 5(a), the Company will furnish or cause to be furnished
forthwith to each Agent the written opinions of James E. Kline, Esq. and Jones,
Day, Reavis & Pogue (or such other counsel as is acceptable to the Agents). Any
such opinions shall be dated the date of such amendment or supplement, as the
case may be, shall be in a form satisfactory to the Agents and shall be of the
same tenor as the respective opinions referred to in Sections 4(b)(i) and (ii),
but modified to relate to the Registration Statement and the Prospectus as
amended and supplemented to the time of delivery of such opinion. In lieu of
such opinions, each such counsel last furnishing such opinion to an Agent may
furnish to each Agent a letter to the effect that such Agent may rely on such
last opinion to the same extent as though it were dated the date of such letter
(except that statements in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended or supplemented to the time
of delivery of such letter.)
(c) Each time that the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or supplemental
financial information or such amended or supplemental information is
incorporated by reference in the Prospectus, the Company shall cause its
independent public accountants forthwith to furnish each Agent with a letter,
dated the date of such amendment or supplement, as the case may be, in form
satisfactory to the Agents, of the same tenor as the letter referred to in
Section 4(d), with regard to the amended or supplemental financial information
included or incorporated by reference in the Registration Statement or the
Prospectus as amended or supplemented to the date of such letter.
6. INDEMNITY AND CONTRIBUTION. The Company agrees to indemnify
and hold harmless each Agent and each person, if any, who controls any Agent
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including without limitation the legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
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<PAGE> 20
information relating to any Agent furnished to the Company in writing by such
Agent expressly for use therein;
Each Agent agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement and each person who controls the Company within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act, to the same extent
as the foregoing indemnity from the Company to each Agent, but only with
reference to information relating to such Agent furnished to the Company in
writing by such Agent expressly for use in the Registration Statement or the
Prospectus or any amendment or supplement thereto.
If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such person (the "Indemnified Person") shall promptly
notify the person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that the Indemnifying Person shall not, in connection with any
proceedings or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed as they are incurred. Any such separate firm for any Agent and
such control persons of an Agent shall be designated in writing by Morgan
Stanley or, if Morgan Stanley is not an Indemnified Person, by the Agents that
are Indemnified Persons and any such separate firm for the Company, its
directors, its officers who sign the Registration Statement and such control
persons of the Company or authorized representatives shall be designated in
writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify any
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<PAGE> 21
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Person shall, without the prior written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional release of
such Indemnified Person from all liability on claims that are the subject matter
of such proceeding.
If the indemnification provided for in the first and second
paragraphs of this Section 6 is unavailable to an Indemnified Person in respect
of any losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and each Agent on the other
hand from the offering of the Notes or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and each Agent
on the other in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and each Agent on the other shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of such Notes
(before deducting expenses) received by the Company and the total discounts and
commissions received by each Agent bear to the aggregate public offering price
of the Notes. The relative fault of the Company on the one hand and each Agent
on the other 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 or by each Agent and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Agents agree that it would not be just and
equitable if contribution pursuant to this Section 6 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 that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitation set forth above, any legal or
other expenses incurred by such Indemnified Person in
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<PAGE> 22
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6, in no event shall an Agent be
required to contribute any amount in excess of the amount by which the total
price at which the Notes referred to in the immediately preceding paragraph that
were offered and sold to the public through such Agent exceeds the amount of any
damages that such Agent has 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 Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
The indemnity and contribution agreements contained in this
Section 6 are in addition to any liability which the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.
The indemnity and contribution agreements contained in this
Section 6 and the representations and warranties of the Company set forth in
this Agreement shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Agent or any person controlling any Agent or by or on behalf of
the Company, its officers or directors or any other person controlling the
Company and (iii) acceptance of and payment for any of the Notes.
7. POSITION OF THE AGENTS. In acting under this Agreement and
in connection with the sale of any Notes by the Company (other than Notes sold
to an Agent pursuant to a Terms Agreement), each Agent is acting solely as agent
of the Company and does not assume any obligation towards or relationship of
agency or trust with any purchaser of Notes. An 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 have any liability to the Company in the event
any such purchase is not consummated for any reason. If the Company shall
default in its obligations to deliver Notes to a purchaser whose offer it has
accepted, the Company shall hold the relevant Agent harmless against any loss,
claim, damage or liability arising from or as a result of such default and
shall, in particular, pay to such Agent the commission it would have received
had such sale been consummated.
8. TERMINATION. This Agreement may be terminated at any time
by the Company or, as to any Agent, by the Company or such Agent upon the giving
of written notice of such termination to the other parties hereto, but without
prejudice to any rights, obligations or liabilities of any party hereto accrued
or incurred prior to such termination. The termination of this Agreement shall
not require termination of any Terms Agreement, and the termination of any such
Terms Agreement shall not require
22
<PAGE> 23
termination of this Agreement. If this Agreement is terminated, the provisions
of the third paragraph of Section 2(a), Section 2(e), the last sentence of
Section 3(b) and Sections 3(c), 3(g), 6, 7, 9, 11 and 14 shall survive; PROVIDED
that if at the time of termination an offer to purchase Notes has been accepted
by the Company but the time of delivery to the purchaser or its agent of such
Notes has not occurred, the provisions of Sections 2(b), 2(c), 3(a), 3(e), 3(f),
3(h), 4 and 5 shall also survive until such delivery has been made.
9. NOTICES. All communications hereunder will be in writing
and effective only on receipt, and (i) if sent to Morgan Stanley, will be
mailed, delivered or telefaxed and confirmed to Morgan Stanley at 1585 Broadway,
New York, New York 10036, Attention: Manager, Credit Department (telefax number:
212-761- 0687), with a copy to 1585 Broadway, New York, New York 10036,
Attention: Managing Director, Debt Syndicate (telefax number: 212-761-0785);
(ii) if sent to J.P. Morgan, will be mailed, delivered or telefaxed and
confirmed to J.P. Morgan Securities Inc., 60 Wall Street, 3rd Floor, New York,
New York 10260, Attention: Manager, Credit Department (telefax number: 212-761-
0687); or (iii) if sent to the Company, will be mailed, delivered or telefaxed
and confirmed to the Company at Aeroquip-Vickers, Inc., 3000 Strayer, Maumee,
Ohio 43537-0050, Attention: James E. Kline, Vice President and General Counsel
(telefax number: (419) 867-2209).
10. SUCCESSORS. This Agreement and any Terms Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors and controlling persons
referred to in Section 6 and the purchasers of Notes (to the extent expressly
provided in Section 4), and no other person will have any right or obligation
hereunder.
11. AMENDMENTS. This Agreement may be amended or supplemented
if, but only if, such amendment or supplement is in writing and is signed by the
Company and each Agent; PROVIDED that the Company may from time to time, upon
notice to the Agents but without the consent of any Agent, amend this Agreement
to add as a party hereto one or more additional firms registered under the
Exchange Act, whereupon each such firm shall become an Agent hereunder on the
same terms and conditions as the other Agents that are parties hereto. The
Agents shall sign any amendment or supplement giving effect to the addition of
any such firm as an Agent under this Agreement.
12. COUNTERPARTS. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
23
<PAGE> 24
13. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.
14. HEADINGS. The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed a
part of this Agreement.
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
between the Company and you.
Very truly yours,
AEROQUIP-VICKERS, INC.
By: ________________________
Title:
The foregoing Agreement
is hereby confirmed
and accepted as of the
date first above written.
MORGAN STANLEY & CO. INCORPORATED
By: ________________________
Title:
J.P. MORGAN SECURITIES INC.
By: __________________________
Title:
24
<PAGE> 25
EXHIBIT A
Aeroquip-Vickers, Inc.
MEDIUM-TERM NOTES
TERMS AGREEMENT
___________________ 19__
Aeroquip-Vickers, Inc.
3000 Strayer
Maumee, Ohio 43537-0050
Attention: James E. Kline, Vice President
and General Counsel
Re: Distribution Agreement dated April 18, 1997
(THE "DISTRIBUTION AGREEMENT")
-------------------------------------------
We agree to purchase your Medium-Term Notes having the
following terms:
[We agree to purchase, severally and not jointly, the
principal amount of Notes set forth below opposite our names:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NAME OF NOTES
---- --------
<S> <C>
Morgan Stanley & Co.
Incorporated
[Insert syndicate list]1
Total . . . . .$
==========
</TABLE>
The Notes shall have the following terms:
- --------
1 Delete if the transaction will not be syndicated.
A-1
<PAGE> 26
ALL NOTES: FIXED RATE NOTES: FLOATING RATE NOTES:
Principal amount: Interest Rate: Base rate:
Purchase price: Applicability Index maturity:
of modified
Price to public: payment upon Spread:
acceleration:
Settlement date Spread multiplier:
and time: If yes, state
issue price: Alternate rate
Place of event spread:
delivery: Amortization
schedule: Initial interest
Specified rate:
currency:
Initial interest
Maturity date: reset date:
Initial accrual Interest reset
period OlD: dates:
Total amount Interest reset
of OlD: period:
Original yield Maximum interest
to maturity: rate:
Optional repayment Minimum interest
date(s): rate:
Optional redemption Interest payment
date(s): period:
Initial redemption Interest payment
date: dates:
Initial redemption Calculation agent:
percentage:
Annual redemption
percentage
decrease:
Other terms:
A-2
<PAGE> 27
The provisions of Sections 1, 2(b) and 2(c) and 3 through 6,
9, 10, 11 and 14 of the Distribution Agreement and the related definitions are
incorporated by reference herein and shall be deemed to have the same force and
effect as if set forth in full herein.
[If on the Settlement Date any one or more of the Agents shall
fail or refuse to purchase Notes that it has or they have agreed to purchase on
such date, and the aggregate amount of Notes which such defaulting Agent or
Agents agreed but failed or refused to purchase is not more than one-tenth of
the aggregate amount of the Notes to be purchased on such date, the other Agents
shall be obligated severally in the proportions that the amount of Notes set
forth opposite their respective names above bears to the aggregate amount of
Notes set forth opposite the names of all such non-defaulting Agents, or in such
other proportions as Morgan Stanley & Co. Incorporated may specify, to purchase
the Notes which such defaulting Agent or Agents agreed but failed or refused to
purchase on such date; PROVIDED that in no event shall the amount of Notes that
any Agent has agreed to purchase pursuant to this Agreement be increased
pursuant to this paragraph by an amount in excess of one-ninth of such amount of
Notes without the written consent of such Agent. If on the Settlement Date any
Agent or Agents shall fail or refuse to purchase Notes and the aggregate amount
of Notes with respect to which such default occurs is more than one-tenth of the
aggregate amount of Notes to be purchased on such date, and arrangements
satisfactory to Morgan Stanley & Co. Incorporated and the Company for the
purchase of such Notes are not made within 36 hours after such default, this
Agreement shall terminate without liability on the part of any non-defaulting
Agent or the Company. In any such case either Morgan Stanley & Co. Incorporated
or the Company shall have the right to postpone the Settlement Date but in no
event for longer than seven days, in order that the required changes, if any, in
the Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Agent from liability in respect of any default of such
Agent under this Agreement.2
This Agreement is subject to termination on the terms
incorporated by reference herein. If this Agreement is so terminated, the
provisions of Sections 3(g), 6, 9, 11 and 14 of the Distribution Agreement shall
survive for the purposes of this Agreement.
The following information, opinions, certificates, letters and
documents referred to in Section 4 of the Distribution Agreement will be
required:
A. The officers' certificate referred to in Section 4(c).
- --------
2 Delete if the transaction will not be syndicated.
A-3
<PAGE> 28
B. The opinion or opinions of the general counsel of the
Company referred to in Section 4(b)(i).
C. The opinion or opinions of outside counsel for the
Company referred to in Section 4(b) (ii).
D. The opinion of Agents' counsel referred to in Section
4(b) (iii).
E. The accountants' letter referred to in Section 4(d).
MORGAN STANLEY & CO. INCORPORATED
By: _____________________________
Title:
Accepted:
Aeroquip-Vickers, Inc.
By: _____________________
Title:
A-4
<PAGE> 29
EXHIBIT B
AEROQUIP-VICKERS, INC.
$150,000,000
MEDIUM-TERM NOTES
ADMINISTRATIVE PROCEDURES
Explained below are the administrative procedures and specific
terms of the offering of Medium-Term Notes (the "Notes") on a continuous basis
by Aeroquip-Vickers, Inc. (the "Company"; pursuant to the Distribution
Agreement, dated as of April 18, 1997 (the "Distribution Agreement") among the
Company and Morgan Stanley & Co. Incorporated ("Morgan Stanley") and J.P. Morgan
Securities Inc. ("J.P. Morgan") (the "Agents"). The Notes will be issued under
an Indenture dated as of May 1, 1996 and a First Supplemental Indenture dated as
of April 17, 1997 (together, the "Indenture") between the Company and The First
National Bank of Chicago (as successor-in-interest to NBD Bank), as trustee (the
"Trustee"). In the Distribution Agreement, the Agents have agreed to use
reasonable efforts to solicit purchases of the Notes, and the administrative
procedures explained below will govern the issuance and settlement of any Notes
sold through an Agent, as agent of the Company. An Agent, as principal, may also
purchase Notes for its own account, and if requested by such Agent, the Company
and such Agent will enter into a terms agreement (a "Terms Agreement"), as
contemplated by the Distribution Agreement. The administrative procedures
explained below will govern the issuance and settlement of any Notes purchased
by an Agent, as principal, unless otherwise specified in the applicable Terms
Agreement.
The Trustee will be the Registrar, Calculation Agent,
Authenticating Agent and Paying Agent for the Notes and will perform the duties
specified herein. Each Note will be represented by either a Global Security (as
defined below) delivered to the Trustee, as agent for The Depository Trust
Company ("DTC"), and recorded in the book-entry system maintained by DTC (a
"Book-Entry Note") or a certificate delivered to the holder thereof or a person
designated by such holder (a "Certificated Note"). Except as set forth in the
Indenture, an owner of a Book-Entry Note will not be entitled to receive a
Certificated Note.
B-1
<PAGE> 30
Book-Entry Notes, which may be payable only in U.S. dollars,
will be issued in accordance with the administrative procedures set forth in
Part I hereof as they may subsequently be amended as the result of changes in
DTC's operating procedures. Certificated Notes will be issued in accordance with
the administrative procedures set forth in Part II hereof. Unless otherwise
defined herein, terms defined in the Indenture, the Notes or any prospectus
supplement relating to the Notes shall be used herein as therein defined.
The Company will advise the Agents in writing of the employees
of the Company with whom the Agents are to communicate regarding offers to
purchase Notes and the related settlement details.
PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes
for eligibility in the book-entry system maintained by DTC, the Trustee will
perform the custodial, document control and administrative functions described
below, in accordance with its respective obligations under a Letter of
Representation from the Company and the Trustee to DTC, dated as of April 18,
1997, and a Medium-Term Note Certificate Agreement between the Trustee and DTC,
dated as of May 26, 1989 (the "MTN Certificate Agreement"), and its obligations
as a participant in DTC, including DTC's Same-Day Funds Settlement System
("SDFS").
Issuance: On any date of settlement (as defined under
"Settlement" below) for one or more Book-
Entry Notes, the Company will issue a single
global security in fully registered form
without coupons (a "Global Security")
representing up to U.S. $200,~00,000
principal amount of all such Notes that have
the same Original Issue Date, Maturity Date
and other terms. Each Global Security will
be dated and issued as of the date of its
authentication by the Trustee. Each Global
Security will bear an "Interest Accrual
Date," which will be (i) with respect to an
original Global Security (or any portion
thereof), its original issuance date and (ii)
with respect to any Global Security (or any
portion thereof) issued subsequently upon
exchange of a Global Security, or in lieu of
a destroyed, lost or stolen Global Security,
the most recent Interest Payment Date to
which interest has been paid or duly provided
for on the predecessor Global Security (or if
no such payment or provision has been made,
the original issuance date of the predecessor
Global Security), regardless of the date of
B-2
<PAGE> 31
authentication of such subsequently issued
Global Security. Book-Entry Notes may be
payable only in U.S. dollars. No Global
Security will represent any Certificated
Note.
Denominations: Book-Entry Notes will be issued in principal
amounts of U.S. $100,000 or any amount in
excess thereof that is an integral multiple
of U.S. $1,000. Global Securities will be
denominated in principal amounts not in
excess of U.S. $200,000,000. If one or more
Book-Entry Notes having an aggregate
principal amount in excess of $200,000,000
would, but for the preceding sentence, be
represented by a single Global Security,
then one Global Security will be issued to
represent each U.S. $200,000,000 principal
amount of such Book-Entry Note or Notes and
an additional Global Security will be
issued to represent any remaining principal
amount of such Book-Entry Note or Notes.
In such a case, each of the Global
Securities representing such Book-Entry
Note or Notes shall be assigned the
same CUSIP number.
Preparation If any offer to purchase a Book-Entry Note
of Pricing is accepted by or on behalf of the
Supplement: Company, the Company will prepare a pricing
supplement (a "Pricing Supplement")
reflecting the terms of such Note. The
Company (i) will arrange to file 10 copies
of such Pricing Supplement with the
Commission in accordance with the applicable
paragraph of Rule 424(b) under the
Securities Act and (ii) will, as soon as
possible and in any event not later than the
date on which such Pricing Supplement is
filed with the Commission, deliver the
number of copies of such Pricing Supplement
to the relevant Agent as such Agent shall
request.
In each instance that a Pricing Supplement
is prepared, the relevant Agent will affix
the Pricing Supplement to Prospectuses prior
to their use. Outdated Pricing Supplements,
and the Prospectuses to which they are
attached (other than those retained for
files), will be destroyed.
Settlement: The receipt by the Company of immediately
available funds in payment for a Book-Entry
Note and the authentication and issuance of
B-3
<PAGE> 32
the Global Security representing such Note shall
constitute "settlement" with respect to such Note.
All offers accepted by the Company will be settled on
the third Business Day next succeeding the date of
acceptance pursuant to the timetable for settlement
set forth below, unless the Company and the purchaser
agree to settlement on another day, which shall be no
earlier than the next Business Day.
Settlement Settlement Procedures with regard to each
Procedures: Book-Entry Note sold by the Company to or
through an Agent (unless otherwise specified
pursuant to a Terms Agreement) shall be as
follows:
A. The relevant Agent will advise the
Company by telephone that such Note is
a Book-Entry Note and of the following
settlement information:
1. Principal amount.
2. Maturity Date.
3. In the case of a Fixed Rate
Book-Entry Note, the Interest
Rate, whether such Note will pay
interest annually or
semiannually and whether such
Note is an Amortizing Note, and,
if so, the amortization
schedule, or, in the case of a
Floating Rate Book-Entry Note,
the Initial Interest Rate (if
known at such time),Interest
Payment Date(s), Interest
Payment Period, Calculation
Agent, Base Rate, Index
Maturity, Interest Reset Period,
Initial Interest Reset Date,
Interest Reset Dates, Spread or
Spread Multiplier (if any),
Minimum Interest Rate (if any),
Maximum Interest Rate (if any)
and the Alternate Rate Event
Spread (if any).
4. Redemption or repayment
provisions (if any).
5. Settlement date and time
(Original Issue Date).
6. Interest Accrual Date.
B-4
<PAGE> 33
7. Price.
8. Agent's commission (if any)
determined as provided in the
Distribution Agreement.
9. Whether the Note is an
Original Issue Discount Note (an
"OlD Note"), and if it is an OlD
Note, the total amount of OlD,
the yield to maturity, the
initial accrual period OlD and
the applicability of modified
Payment upon Acceleration (and,
if so, the Issue Price).
10. Whether the Note is a PERLS
Note, and if it is a PERLS Note,
the Denominated Currency, the
Indexed Currency or Currencies,
the Payment Currency, the
Exchange Rate Agent, the
Reference Dealers, the Face
Amount, the Fixed Amount of each
Indexed Currency, the Aggregate
Fixed Amount of each Indexed
Currency and the Authorized
Denominations (if other than
U.S. dollars).
11. Whether the Note is a
Renewable Note, and if it is a
Renewable Note, the Initial
Maturity Date and the Final
Maturity Date.
12. Whether the Company has to
extend the Original Maturity
Date of the Note, and, if so,
the Final Maturity Date of such
Note.
13. Whether the Company has the
option to reset the Interest
Rate, the Spread or the Spread
Multiplier of the Note.
14. Any other applicable terms.
B. The Company will advise the Trustee by
telephone or electronic transmission
(confirmed in writing at any time on the
same date) of the information set forth in
Settlement Procedure "A" above. The Trustee
will then assign a CUSIP number to the
Global Security representing such Note and
will notify the Company and the
B-5
<PAGE> 34
relevant Agent of such CUSIP number by
telephone as soon as practicable.
C. The Trustee will enter a pending deposit
message through DTC's Participant Terminal
System, providing the following settlement
information to DTC, the relevant Agent and
Standard & Poor's Corporation:
1. The information set forth in
Settlement Procedure "A".
2. The Initial Interest Payment
Date for such Note, the number
of days by which such date
succeeds the related DTC Record
Date (which in the case of
Floating Rate Notes which reset
daily or weekly, shall be the
date five calendar days
immediately preceding the
applicable Interest Payment Date
and, in the case of all other
Notes, shall be the Record Date
as defined in the Note) and, if
known, the amount of interest
payable on such Initial Interest
Payment Date.
3. The CUSIP number of the
Global Security representing
such Note.
4. Whether such Global Security
will represent any other
Book-Entry Note (to the extent
known at such time).
5. Whether such Note is an
Amortizing Note (by an
appropriate notation in the
comments field of DTC's
Participant Terminal System).
6. The number of participant
accounts to be maintained by DTC
on behalf of the relevant Agent
and the Trustee.
D. The Trustee will complete and
authenticate the Global Security
representing such Note.
E. DTC will credit such Note to the
Trustee's participant account at DTC.
B-6
<PAGE> 35
F. The Trustee will enter an SDFS deliver
order through DTC's Participant Terminal
System instructing DTC to (i) debit such
Note to the Trustee's participant account
and credit such Note to the relevant Agent's
participant account and (ii) debit such
Agent's settlement account and credit the
Trustee's settlement account for an amount
equal to the price of such Note less such
Agent's commission (if any). The entry of
such a deliver order shall constitute a
representation and warranty by the Trustee
to DTC that (a) the Global Security
representing such Book-Entry Note has been
issued and authenticated and (b) the Trustee
is holding such Global Security pursuant to
the MTN Certificate Agreement.
G.Unless the relevant Agent is the end
purchaser of such Note, such Agent will
enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC
(i) to debit such Note to such Agent's
participant account and credit such Note to
the participant accounts of the Participants
with respect to such Note and (ii) to debit
the settlement accounts of such Participants
and credit the settlement account of such
Agent for an amount equal to the price of
such Note.
H. Transfers of funds in accordance with
SDFS deliver orders described in Settlement
Procedures "F" and "G" will be settled in
accordance with SDFS operating procedures in
effect on the settlement date.
I. The Trustee will credit to the account of
the Company maintained at The First National
Bank of Chicago, Aeroquip-Vickers-Account
#59- 29024,Chicago, Illinois, in immediately
available funds the amount transferred to
the Trustee in accordance with Settlement
Procedure
J. Unless the relevant Agent is the end
purchaser of such Note, such Agent will
confirm the purchase of such Note to the
purchaser either by transmitting to the
B-7
<PAGE> 36
Participants with respect to such Note a
confirmation order or orders through DTC's
institutional delivery system or by mailing
a written confirmation to such purchaser.
K. Monthly, the Trustee will send to the
Company a statement setting forth the
principal amount of Notes outstanding as of
that date under the Indenture and setting
forth a brief description of any sales of
which the Company has advised the Trustee
that have not yet been settled.
Settlement For sales by the Company of Book-Entry
Procedures Notes to or through an Agent (unless
Timetable: otherwise specified pursuant to a Terms Agreement)
for settlement on the first Business Day after the sale date,
Settlement Procedures "A" through "J" set forth above shall be
completed as soon as possible but not later than the
respective times in New York City set forth below:
<TABLE>
<CAPTION>
SETTLEMENT
PROCEDURE TIME
--------- ----
<S> <C>
A 11:00 A.M. on sale date
B 12:00 Noon on sale date
C 2:00 P.M. on sale date
D 9:00 A.M. on settlement date
E 10:00 A.M. on settlement date
F-G 2:00 P.M. on settlement date
H 4:45 P.M. on settlement date
I-J 5:00 P.M. on settlement date
</TABLE>
If a sale is to be settled more than one Business Day after
the sale date, Settlement procedures "A", "B" and "C" shall be
completed as soon as practicable but no later than 11:00 A.M.,
12:00 Noon and 2:00 P.M., respectively, on the first Business
Day after the sale date. If the Initial Interest Rate for a
Floating Rate Book-Entry Note has not been determined at the
time that Settlement Procedure "A" is completed, Settlement
Procedures "B" and "C" shall be completed as soon as such rate
has been determined but no later than 12:00 Noon and 2:00
P.M., respectively, on the first Business Day before the
settlement date. Settlement Procedure "H" is subject to
extension in accordance with any extension of Fedwire closing
deadlines and in the other events specified in the SDFS
operating procedures in effect on the settlement date.
B-8
<PAGE> 37
If settlement of a Book-Entry Note is rescheduled or
cancelled, the Trustee, after receiving notice from the
Company or the relevant Agent, will deliver to DTC, through
DTC's Participant Terminal System, a cancellation message to
such effect by no later than 2:00 P.M. on the Business Day
immediately preceding the scheduled settlement date.
Failure If the Trustee fails to enter an SDFS
to Settle deliver order with respect to a Book-Entry Note
pursuant to Settlement Procedure "F", the Trustee may deliver
to DTC, through DTC's Participant Terminal System, as soon as
practicable a withdrawal message instructing DTC to debit such
Note to the Trustee's participant account, provided that the
Trustee's participant account contains a principal amount of
the Global Security representing such Note that is at least
equal to the principal amount to be debited. If a withdrawal
message is processed with respect to all the Book-Entry Notes
represented by a Global Security, the Trustee will mark such
Global Security "cancelled," make appropriate entries in the
Trustee's records and send such cancel led Global Security to
the Company. The CUSIP number assigned to such Global Security
shall, in accordance with the procedures of the CUSIP Service
Bureau of Standard & Poor's Corporation, be cancelled and not
immediately reassigned. If a withdrawal message is processed
with respect to one or more, but not all, of the Book-Entry
Notes represented by a Global Security, the Trustee will
exchange such Global Security for two Global Securities, one
of which shall represent such Book-Entry Note or Notes and
shall be cancel led immediately after issuance and the other
of which shall represent the remaining Book-Entry Notes
previously represented by the surrendered Global Security and
shall bear the CUSIP number of the surrendered Global
Security.
If the purchase price for any Book-Entry Note is not timely
paid to the Participants with respect to such Note by the
beneficial purchaser thereof (or a person, including an
indirect participant in DTC, acting on behalf of such
purchaser), such Participants and, in turn, the relevant Agent
may enter SDFS deliver orders through DTC's Participant
Terminal System reversing the orders entered pursuant to
Settlement Procedures "F" and "G", respectively. Thereafter,
the Trustee will deliver the withdrawal message and take the
B-9
<PAGE> 38
related actions described in the preceding paragraph.
Notwithstanding the foregoing, upon any failure to settle with
respect to a Book-Entry Note, DTC may take any actions in
accordance with its SDFS operating procedures then in effect.
In the event of a failure to settle with respect to one or
more, but not all, of the Book-Entry Notes to have been
represented by a Global Security, the Trustee will provide, in
accordance with Settlement Procedures "D" and "F", for the
authentication and issuance of a Global Security representing
the Book-Entry Notes to be represented by such Global Security
and will make appropriate entries in its records.
PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
The Trustee will serve as Registrar in connection with the
Certificated Notes.
Issuance: Each Certificated Note will be dated and
issued as of the date of its authentication
by the Trustee. Each Certificated Note will
bear an Original Issue Date, which will be
(i) with respect to an original Certificated
Note (or any portion thereof), its original
issuance date (which will be the settlement
date) and (ii) with respect to any
Certificated Note (or portion thereof) issued
subsequently upon transfer or exchange of a
Certificated Note or in lieu of a destroyed,
lost or stolen Certificated Note, the
original issuance date of the predecessor
Certificated Note, regardless of the date of
authentication of such subsequently issued
Certificated Note.
Preparation If any offer to purchase a Certificated
of Pricing Note is accepted by or on behalf of the
Supplement: Company, the Company will prepare a Pricing
Supplement reflecting the terms of such Note. The
Company (i) will arrange to file 10 copies of such
Pricing Supplement with the Commission in accordance
with the applicable paragraph of Rule 424(b) under
the Securities Act and (ii) will, as soon as possible
and in any event not later than the date on which
such Pricing Supplement is filed with the Commission,
deliver the number of copies of
B-10
<PAGE> 39
such Pricing Supplement to the relevant Agent as such
Agent shall request.
In each instance that a Pricing Supplement is
prepared, the relevant Agent will affix the Pricing
Supplement to Prospectuses prior to their use.
Outdated Pricing Supplements, and the Prospectuses to
which they are attached (other than those retained
for files)will be destroyed.
Settlement: The receipt by the Company of immediately
available funds in exchange for an authenticated
Certificated Note delivered to the relevant Agent and
such Agent's delivery of such Note against receipt of
immediately available funds shall constitute
"settlement" with respect to such Note. All offers
accepted by the Company will be settled on the third
Business Day next succeeding the date of acceptance
pursuant to the timetable for settlement set forth
below, unless the Company and the purchaser agree to
settlement on another date, which date shall be no
earlier than the next Business Day.
Settlement Settlement Procedures with regard to each
Procedures: Certificated Note sold by the Company to or
through an Agent (unless otherwise specified pursuant
to a Terms Agreement) shall be as follows:
A. The relevant Agent will advise the Company by
telephone that such Note is a Certificated Note and
of the following settlement information:
1. Name in which such Note is to be registered
("Registered Owner").
2. Address of the Registered Owner and address for
payment of principal and interest.
3. Taxpayer identification number of the Registered
Owner (if available).
4. Principal amount.
5. Maturity Date.
B-11
<PAGE> 40
6. In the case of a Fixed Rate Certificated Note, the
Interest Rate, whether such Note will pay interest
annually or semiannually and whether such Note is an
Amortizing Note and, if so, the amortization
schedule, or, in the case of a Floating Rate
Certificated Note, the Initial Interest Rate (if
known at such time), Interest Payment Date(s),
Interest Payment Period, Calculation Agent, Base
Rate, Index Maturity, Interest Reset Period, Initial
Interest Reset Date, Interest Reset Dates, Spread or
Spread Multiplier (if any), Minimum Interest Rate (if
any), Maximum Interest Rate (if any) and the
Alternate Rate Event Spread (if any).
7. Redemption or repayment provisions (if any).
8. Settlement date and time (Original Issue Date).
9. Interest Accrual Date.
10. Price.
11. Agent's commission (if any) determined as
provided in the Distribution Agreement.
12. Denominations.
13. Specified Currency.
14. Whether the Note is an OlD Note, and if it is an
OlD Note, the total amount of OlD, the yield to
maturity, the initial accrual period OlD and the
applicability of Modified Payment upon Acceleration
(and if so, the Issue Price).
15. Whether the Note is a PERLS Note, and if it is a
PERLS Note, the Denominated Currency, the Indexed
Currency or Currencies, the Payment Currency, the
Exchange Rate Agent, the Reference Dealers, the Face
Amount, the Fixed Amount of each Indexed Currency,
the Aggregate Fixed Amount of each Indexed Currency
and the Authorized Denominations (if other than U.S.
dollars).
16. Whether the Note is a Renewable Note, and if it
is a Renewable Note, the Initial Maturity Date and
the Final Maturity Date.
B-12
<PAGE> 41
17. Whether, the Company has the option to extend the
Original Maturity Date of the Note, and, if so, the
Final Maturity Date of such Note.
18. Whether the Company has the option to reset the
Interest Rate, the Spread or the Spread Multiplier of
the Note.
19. Any other applicable terms.
B. The Company will advise the Trustee by telephone
or electronic transmission (confirmed in writing at
any time on the same date) of the information set
forth in Settlement Procedure "A" above.
C. The Company will have delivered to the Trustee a
pre-printed four-ply packet for such Note, which
packet will contain the following documents in forms
that have been approved by the Company, the relevant
Agent and the Trustee:
1. Note with customer confirmation.
2. Stub One - For the Trustee.
3. Stub Two - For the relevant Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Note and
authenticate such Note and deliver it (with the
confirmation) and Stubs One and Two to the relevant
Agent, and such Agent will acknowledge receipt of the
Note by stamping or otherwise marking Stub One and
returning it to the Trustee. Such delivery will made
only against such acknowledgment of receipt and
evidence that instructions have been given by such
Agent for payment to the account of the Company at
The First National Bank of Chicago,
Aeroquip-Vickers-Account #59-29024, Chicago,
Illinois, or to such other account as the Company
shall have specified to such Agent and the Trustee,
in immediately available funds, of an amount equal to
the price of such Note less such Agent's commission
(if any). In the event that the instructions given by
such Agent for payment to the account of the Company
are revoked, the Company will as promptly as possible
wire transfer to the account of such
B-13
<PAGE> 42
Agent an amount of immediately available
funds equal to the amount of such payment
made.
E. Unless the relevant Agent is the end
purchaser of such Note, such Agent will
deliver such Note (with confirmation) to the
customer against payment in immediately
available funds. Such Agent will obtain the
acknowledgment of receipt of such note by
retaining Stub Two.
F. The Trustee will send Stub Three to the
Company by first-class mail. Monthly, the
Trustee will also send to the Company a
statement setting forth the principal amount
of the Notes outstanding as of that date
under the Indenture and setting forth a
brief description of any sales of which the
Company has advised the Trustee that have
not yet been settled.
Settlement For sales by the Company of Certificated Notes to or through
an Agent (unless otherwise specified pursuant to a Terms
Agreement), Settlement Procedures "A" through "F" set forth
above shall be completed on or before the respective times in
New York City set forth below:
<TABLE>
<CAPTION>
SETTLEMENT
PROCEDURE TIME
--------- ----
<S> <C>
A 2:00 P.M. on day before settlement
date
B 3:00 P.M. on day before settlement
date
C-D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
</TABLE>
Failure: If a purchaser fails to accept delivery of and
to Settle make payment for any Certificated Note, the
relevant Agent will notify the Company and the Trustee by
telephone and return such Note to the Trustee. Upon receipt of
such notice, the Company will immediately wire transfer to the
account of such Agent an amount equal to the price of such
Note less such Agent's commission in respect of such Note (if
any). Such wire transfer will be made on the settlement date,
if possible, and in any event not later than the Business Day
following the settlement date. If the failure shall have
occurred for any reason other than a default by such Agent in
the performance of its
B-14
<PAGE> 43
obligations hereunder and under the Distribution Agreement,
then the Company will reimburse such Agent or the Trustee, as
appropriate, on an equitable basis for its loss of the use of
the funds during the period when they were credited to the
account of the Company. Immediately upon receipt of the
Certificated Note in respect of which such failure occurred,
the Trustee will mark such Note "cancelled," make appropriate
entries in the Trustee's records and send such Note to the
Company.
B-15
<PAGE> 1
Exhibit (4)-2b
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 17, 1997,
between AEROQUIP-VICKERS, INC. (formerly, TRINOVA CORPORATION), an Ohio
corporation (the "Corporation"), and THE FIRST NATIONAL BANK OF CHICAGO (as
successor-in-interest to NBD BANK), as trustee (the "Trustee").
RECITALS
--------
A. The Corporation and the Trustee have executed and delivered
an indenture (the "Original Indenture"), dated as of May 1, 1996.
B. Section 10.01 of the Original Indenture provides that the
Corporation may from time to time enter into supplemental indentures.
C. The Corporation, in the exercise of the powers and
authority conferred upon and reserved to it under the provisions of the Original
Indenture, and in accordance with appropriate resolutions of its Board of
Directors, has duly resolved and determined to make, execute and deliver to the
Trustee this supplemental indenture (the "First Supplemental Indenture") for the
purpose of incorporating the Corporation's recent name change into the Original
Indenture.
D. All conditions and requirements necessary to make this
First Supplemental Indenture a valid, binding and legal instrument have been
done, performed and fulfilled and the execution and delivery hereof have been in
all respects duly authorized.
STATEMENT OF AGREEMENT
----------------------
NOW, THEREFORE, the Corporation covenants and agrees with the
Trustee as follows:
ARTICLE ONE
-----------
PROVISIONS OF GENERAL APPLICATION
Section 1.1 TERMS TO HAVE SAME MEANING AS IN ORIGINAL
INDENTURE. The terms used in this First Supplemental Indenture in capitalized
form and defined in the Original Indenture shall have the meanings specified
therein except as otherwise provided herein.
Section 1.2 COUNTERPARTS. This First Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.
<PAGE> 2
2
ARTICLE TWO
-----------
AMENDMENT OF THE ORIGINAL INDENTURE
Section 2.1 AMENDMENT OF THE ORIGINAL INDENTURE. The Original
Indenture is hereby amended such that all references in the Original Indenture
to the former name of the Corporation, TRINOVA Corporation, are hereafter deemed
references to its new name, Aeroquip-Vickers, Inc., and that for all purposes
under the Original Indenture all references to the Corporation under its old
name shall be understood as references to the Corporation under its new name.
Section 2.2 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT. If and to the extent that any provision of the Indenture or this
First Supplemental Indenture limits, qualifies or conflicts with a provision of
Sections 310 to 317, inclusive, of the Trust Indenture Act, such statutory
provision shall control.
Section 2.3 EFFECT OF AMENDMENT. Other than as specifically
amended or supplemented hereby, the Original Indenture shall remain in full
force and effect.
[Remainder of Page Intentionally Left Blank.]
<PAGE> 3
3
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
AEROQUIP-VICKERS,INC.
By:
-------------------------
Name:
Title:
Attest:
- ------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
-------------------------
Name:
Title:
Attest:
- ------------------------------
Title:
<PAGE> 4
AEROQUIP-VICKERS, INC.
(formerly TRINOVA CORPORATION)
and
THE FIRST CHICAGO NATIONAL BANK, AS TRUSTEE
-------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of April 17, 1997
--------------------
<PAGE> 1
AEROQUIP-VICKERS, INC.
FOR IMMEDIATE Aeroquip-Vickers, Inc.
RELEASE 3000 Strayer
P.O. Box 50
CONTACT: Maumee, Ohio 43537-0050
Investors
William R. Ammann 419/867-2215
Media
Richard G. Rump 419/867-2292
SHAREHOLDERS APPROVE AEROQUIP-VICKERS, INC.
MAUMEE, Ohio, April 17, 1997 -- Today at the annual meeting of
shareholders, "Aeroquip-Vickers, Inc." was approved as the new name for TRINOVA
Corporation. The company's New York Stock Exchange ticker symbol changes from
TNV to ANV, effective April 18, 1997.
"Aeroquip and Vickers are the names that have been respected and known in
the marketplace for decades, and we believe it is appropriate that our
corporate identity now mirrors the identities known by our customers," said
Darryl F. Allen, Aeroquip-Vickers chairman, president and chief executive
officer. "By identifying us with our premier operating company names, we
will increase understanding of who we are and what we do."
Aeroquip-Vickers, Inc. is two companies, Aeroquip Corporation and Vickers,
Incorporated, worldwide manufacturers and distributors of engineered components
and systems to the industrial, automotive and aerospace markets, with 1996
sales of $2.03 billion.
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