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) May 23, 1995
OLIN CORPORATION
(Exact name of registrant as specified in its charger)
Virginia 1-1070 13-1872319
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
120 Long Ridge Road, Stamford, Connecticut 06904
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 356-2000
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
The form of Distribution Agreement filed as Exhibit 1 hereto
is intended to supersede and replace Exhibit 1(b) to Registration
Statement No. 33-52771 on Form S-3.
The form of Certificated Medium Term Note (Fixed Rate) filed
as Exhibit 4.1 hereto and the form of Book-Entry Medium Term Note
(Fixed Rate) filed as Exhibit 4.2 hereto are intended to supersede and
replace Exhibits 4(o) and 4(q), respectively, to Registration
Statement No. 33-52771 on Form S-3.
Item 7. Financial Statements and Exhibits.
(c) The following are filed as Exhibits to this Report:
1. Form of Distribution Agreement (including the Terms
Agreement and Administrative Procedures attached
thereto as Exhibits A and B, respectively).
4.1. Form of Certificated Medium Term Note (Fixed Rate).
4.2. Form of Book-Entry Medium Term Note (Fixed Rate).
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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.
OLIN CORPORATION
By: /s/ J. A. Riggs
J. A. Riggs
Senior Vice President and
Chief Financial Officer
Dated: May 23, 1995
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EXHIBIT INDEX
Exhibit No. Description
1. Form of Distribution Agreement (including the Terms
Agreement and Administrative Procedures attached thereto
as Exhibits A and B, respectively).
4.1. Form of Certificated Medium Term Note (Fixed Rate).
4.2. Form of Book-Entry Medium Term Note (Fixed Rate).
Exhibit 1
OLIN CORPORATION
Medium-Term Notes, Series A
Due From Nine Months to 40 Years From Date of Issue
DISTRIBUTION AGREEMENT
May 23, 1995
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, NY 10020
Citicorp Securities, Inc.
399 Park Avenue
Seventh Floor
New York, NY 10043
Lehman Brothers Inc.
3 World Financial Center
New York, NY 10285-1200
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Dear Sirs:
Olin Corporation, a Virginia corporation (the "Company"),
confirms its agreement with each of you (including in the case of
Lehman Brothers Inc., its affiliate Lehman Government Securities Inc.)
with respect to the issue and sale from time to time by the Company of
its Medium-Term Notes, Series A, Due From Nine Months to 40 Years From
Date of Issue in an aggregate initial principal amount outstanding of
up to $75,000,000 (or the equivalent thereof in one or more foreign
currencies or composite currencies) (the "Securities"), as such amount
may be (i) reduced by the aggregate initial offering price of any
other debt securities issued by the Company, whether within or without
the United States ("Other Securities") pursuant to the Registration
Statements referred to below, and (ii)
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increased from time to time up to $298,167,500 (or the equivalent
thereof in one or more foreign currencies or composite currencies)
upon authorization by the Board of Directors of the Company or its
Executive and Finance Committee (such action to be confirmed to you by
notice from the Company accompanied by opinions of the General Counsel
or an Associate General Counsel of the Company and Cravath, Swaine &
Moore to the effect set forth in Section 6(b)(v) hereof), and agrees
with each of you (individually, an "Agent", and collectively, the
"Agents", which term shall include any additional agents appointed
pursuant to Section 13 hereof) as set forth in this Agreement. The
Securities will be issued under an indenture dated as of June 15,
1992, as supplemented (the "Indenture") between the Company and
Chemical Bank, as Trustee (the "Trustee"). The Securities shall have
the maturities, interest rates, redemption provisions, if any, and
other terms set forth in the Prospectus referred to below as it may be
amended or supplemented from time to time. The Securities will be
issued, and the terms and rights thereof established, from time to
time by the Company in accordance with the Indenture.
On the basis of the representations and warranties herein
contained, but subject to the terms and conditions stated herein and
to the reservation by the Company of the right to sell Securities
directly to investors on its own behalf, the Company hereby (i)
appoints the Agents as nonexclusive agents of the Company for the
purpose of soliciting and receiving offers to purchase Securities from
the Company by others pursuant to Section 2(a) hereof and (ii) agrees
that, except as otherwise contemplated herein, whenever it determines
to sell Securities directly to any Agent as principal, it will enter
into a separate agreement (each such agreement a "Terms Agreement"),
substantially in the form of Exhibit A hereto, relating to such sale
in accordance with Section 2(b) hereof.
The Company has prepared and filed Registration Statements
on Form S-3 (Nos. 33-4479 and 33-52771) in respect of the Securities
with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder
(collectively, the "Securities Act"). Registration Statement No.
33-52771 includes a form of prospectus that, pursuant to Rule 429
under the Securities Act, also relates to debt securities previously
registered under Registration
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Statement No. 33-4479. The Company also has filed with, or proposes to
file with, the Commission pursuant to Rule 424 under the Securities
Act supplements to the prospectus included in the Registration
Statements that will describe certain terms of the Securities. The
aforesaid Registration Statements, including the exhibits thereto, as
amended to the Commencement Date (as hereinafter defined) are
hereinafter referred to as the "Registration Statement" and the
prospectus in the form in which it appears in each Registration
Statement is hereinafter referred to as the "Basic Prospectus". The
Basic Prospectus as supplemented by the prospectus supplement or
supplements (each a "Prospectus Supplement") specifically relating to
the Securities in the form filed with, or transmitted for filing to,
the Commission pursuant to Rule 424 under the Securities Act is
hereinafter referred to as the "Prospectus". Any reference in this
Agreement to the Registration Statement, the Basic Prospectus, any
preliminary form of Prospectus (a "preliminary prospectus") previously
filed with the Commission pursuant to Rule 424 or the Prospectus shall
be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Securities
Act which were filed under the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder
(collectively, the "Exchange Act") on or before the date of this
Agreement or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be; and any reference to
"amend", "amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, any preliminary prospectus or the
Prospectus, including any supplement to the Prospectus that sets forth
only the terms of a particular issue of the Securities (a "Pricing
Supplement"), shall be deemed to refer to and include any documents
filed under the Exchange Act after the date of this Agreement, or the
date of the Basic Prospectus, any preliminary prospectus or the
Prospectus, as the case may be, which are deemed to be incorporated by
reference therein.
1. Representations. The Company represents and warrants to,
and agrees with, each Agent as of the Commencement Date (as
hereinafter defined), as of each date on which the Company accepts an
offer to purchase Securities (including any purchase by an Agent as
principal pursuant to a Terms Agreement or otherwise), and as of each
date the Company issues and sells Securities as follows (it being
understood that such representations and warranties shall be
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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; to the knowledge of
the Company, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that
purpose has been instituted or threatened by the Commission; and
the Registration Statement and Prospectus (as amended or
supplemented if the Company shall have furnished any amendments
or supplements thereto) comply, or will comply, as the case may
be, in all material respects with the Securities Act, the
Exchange 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 do not and will
not, as of the applicable effective date as to the Registration
Statement and any amendment or supplement thereto and as of the
date of the Prospectus and any amendment or supplement thereto,
contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or 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
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 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; and the pro forma financial information, and
the
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related notes thereto, if any, included or incorporated by
reference in the Registration Statement and the Prospectus has
been prepared in accordance with the applicable requirements of
the Securities Act and the Exchange Act, as applicable;
(c) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has
not been any material adverse change or any development which is
likely, in the reasonable judgment of the Company, to result in a
material adverse change in or affecting the financial condition
or results of operations of the Company and its subsidiaries,
taken as a whole, otherwise than as set forth or contemplated in
the Prospectus;
(d) The Securities have been duly authorized, and, when
issued and delivered in accordance with the Indenture and
delivered to and paid for by the purchasers thereof in accordance
with this Agreement and any applicable Terms Agreement, will have
been duly executed, issued and delivered by the Company 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 and
qualified under the Trust Indenture Act and constitutes a valid
and binding instrument enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other laws of
general applicability relating to or affecting creditors' rights
generally and to general equity principles; and the Indenture
conforms, and the Securities of any particular issuance of
Securities will conform, to the descriptions thereof in the
Prospectus as amended or supplemented to relate to such issuance
of Securities; and
(e) Immediately after any sale of Securities by the Company
hereunder or under any Terms Agreement, the aggregate amount of
Securities which shall have been issued and sold by the Company
hereunder or under any Terms Agreement and of any debt securities
of the Company (other than such Securities) that shall have been
issued and sold pursuant to the Registration Statements will not
exceed the amount of debt securities registered under the
Registration Statements.
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2. Solicitations as Agent; Purchases as Principal. (a)
Solicitations as Agent. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions
herein set forth, each of the Agents hereby severally and not jointly
agrees, as agent of the Company, to use its best efforts to solicit
offers to purchase the Securities from the Company upon the terms and
conditions set forth in the Prospectus as amended or supplemented from
time to time. So long as this Agreement shall be in effect the Issuer
shall not solicit offers to purchase Securities through any agent
without amending this Agreement to appoint such agent an additional
Agent hereunder on the same terms and conditions as provided herein
for the Agents and without giving the Agents prior notice of such
appointment. The Issuer may accept offers to purchase Notes through an
agent other than an Agent, provided that (i) the Issuer shall not have
solicited such offers, (ii) the Issuer and such agent shall have
executed an agreement with respect to such purchases having terms and
conditions (including, without limitation, commission rates) with
respect to such purchases substantially the same as the terms and
conditions that would apply to such purchases under this Agreement as
if such agent were an Agent (which may be accomplished by
incorporating by reference in such agreement the terms and conditions
of this Agreement) and (iii) the Company shall provide the Agents with
a copy of such agreement promptly following the execution thereof.
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 Securities. Upon
receipt of at least one business day's prior notice from the Company,
each Agent will suspend solicitation of offers to purchase Securities
from the Company until such time as the Company has advised such Agent
or Agents that such solicitation may be resumed. During the period of
time that such solicitation is suspended, the Company shall not be
required to deliver any opinions, letters or certificates in
accordance with Sections 4(h), 4(i) and 4(j); provided 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 for the
Securities or for a change that the Agents deem to be immaterial), no
Agent shall be required to resume soliciting offers to purchase
Securities until the Company has delivered such opinions,
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letters and certificates as such Agent may reasonably request.
The Company agrees to pay each Agent at the time payment is
received for the Security, as consideration for the sale of such
Security resulting from a 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 Security in an amount equal to the
following applicable percentage of the principal amount of such
Security sold or such other rates as may from time to time be agreed
upon:
Commission
(percentage
Range of Maturities of aggregate
of Securities sold principal amount)
From 9 months to less than 12 months........ .125%
From 12 months to less than 18 months....... .150%
From 18 months to less than 2 years......... .200%
From 2 years to less than 3 years........... .250%
From 3 years to less than 4 years........... .350%
From 4 years to less than 5 years........... .450%
From 5 years to less than 6 years........... .500%
From 6 years to less than 7 years........... .550%
From 7 years to less than 10 years.......... .600%
From 10 years to less than 16 years......... .625%
From 16 years to less than 20 years......... .700%
From 20 years to and including 30 years..... .750%
Maturities beyond 30 years to be negotiated.
The Agents are authorized to solicit offers to purchase
Securities only in the principal amount of $1,000 (or, in the case of
Securities not denominated in U.S. dollars, the equivalent thereof in
the applicable foreign currency or composite currency, rounded down to
the nearest comparable units of such foreign currency or composite
currency) or any amount in excess thereof which is an integral
multiple of $1,000 (or, in the case of Securities not denominated in
U.S. dollars, comparable units of such foreign currency or composite
currency). Each Agent shall communicate to the Company, orally or in
writing, each offer to purchase Securities 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 the
Securities and may reject any such offer in
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whole or in part. Each Agent shall have the right, in its sole
discretion, to reject any offer to purchase Securities, as a whole or
in part, that it considers to be unacceptable and any such rejection
shall not be deemed a breach of its agreements herein contained. The
procedural details relating to the issue and delivery of Securities
sold by an Agent as agent and the payment therefor are set forth in
the Administrative Procedures (as hereinafter defined).
(b) Purchase as Principal. Each sale of Securities to any
Agent as principal shall be made in accordance with the terms of this
Agreement and (unless such Agent shall otherwise agree) a Terms
Agreement which will provide for the sale of such Securities to, and
the purchase thereof by, such Agent. A Terms Agreement will be
substantially in the form of Exhibit A hereto but may be oral, and if
oral, must be confirmed promptly in writing (which writing may include
facsimile transmission). Any oral Terms Agreement shall be deemed to
contain the terms and provisions contained in Exhibit A hereto. The
Terms Agreement may also specify certain provisions relating to the
reoffering of such Securities by such Agent. The commitment of any
Agent to purchase Securities as principal, whether pursuant to any
Terms Agreement or otherwise, 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 and
in the applicable Terms Agreement set forth. Each agreement by an
Agent to purchase Securities as principal (pursuant to a Terms
Agreement or otherwise) shall specify the principal amount of
Securities to be purchased by such Agent pursuant thereto, the price
to be paid to the Company for such Securities, the maturity date of
such Securities, the interest rate or interest rate basis, if any,
applicable to such Securities, any other terms of such Securities, the
time and date and place of delivery of and payment for such Securities
(the time and date of any and each such delivery and payment, the
"Time of Delivery"), any provisions relating to rights of, and default
by, underwriters acting together with such Agent in the reoffering of
Securities, and any requirements for opinions of counsel, accountants'
letters and officer's certificates pursuant to Section 4 hereof.
Unless otherwise specified in a Terms Agreement, the procedural
details relating to the issue and delivery of Securities purchased by
an Agent as principal and the payment therefore shall be as set forth
in the Administrative Procedures (as hereinafter defined).
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(c) Obligations Several. The Company acknowledges that the
obligations of the Agents are several and not joint and, subject to
the provisions of this Section 2, each Agent shall have complete
discretion as to the manner in which it solicits purchasers for the
Securities and as to the identity thereof.
(d) Administrative Procedures. Each of the Agents and the
Company agree to perform their respective duties and obligations
specifically provided to be performed in the Medium-Term Notes
Administrative Procedures (the "Administrative Procedures") attached
hereto as Exhibit B, as the same may be amended from time to time. The
Administrative Procedures may be amended only by written agreement of
the Company and the Agents.
3. Commencement Date. The documents required to be delivered
pursuant to Section 6 hereof on the Commencement Date (as defined
below) shall be delivered to the Agents at the offices of Cravath,
Swaine & Moore, 825 Eighth Avenue, New York, New York, at 11:00 a.m.,
New York City time, on the date of this Agreement, which date and time
of such delivery may be postponed by agreement between the Agents and
the Company but in no event shall be later than the Business Day prior
to the date on which solicitation of offers to purchase Securities is
commenced or the first date on which the Company accepts an offer by
any Agent to purchase Securities as principal (such time and date
being referred to herein as the "Commencement Date").
4. Covenants of the Company. The Company covenants and
agrees with each Agent:
(a)(i) The Company will advise each Agent promptly of any
proposal to amend or supplement the Registration Statement or the
Prospectus (except for (A) periodic or current reports and proxy
or information statements filed under the Exchange Act, (B) a
supplement relating to any offering of Securities providing
solely for the specification of or a change in the maturity
dates, interest rates, issuance prices or other similar terms of
any Securities or (C) a supplement relating to an offering of
securities other than the Securities) and will afford the Agents
a reasonable opportunity to comment on any such proposed
amendment or supplement; (ii) subject to the foregoing clause
(i), promptly to cause each Prospectus Supplement to be filed
with or transmitted for filing
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to the Commission in accordance with Rule 424(b) under the
Securities Act and to prepare, with respect to any Securities to
be sold through or to such Agent pursuant to this Agreement, a
Pricing Supplement with respect to such Securities in a form
previously approved by such Agent and to file such Pricing
Supplement in accordance with Rule 424(b) under the Securities
Act; and (iii) promptly to file all reports and any definitive
proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act for so long as the delivery of a
prospectus is required in connection with the offering or sale of
the Securities. The Company will promptly advise each Agent (W)
of any final unresolved disagreement with the Commission of any
issue materially affecting the financial statements of the
Company included or incorporated by reference in the Registration
Statements or the Prospectus occurring at any time when a
prospectus relating to the Securities is required to be delivered
under the Securities Act, (X) of the filing of any amendment or
supplement to the Basic Prospectus (other than amendments or
supplements excepted by the foregoing clause (i)) or any
amendment to the Registration Statement and of the effectiveness
of any such amendment to the Registration Statement, (Y) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any order
preventing or suspending the use of any prospectus relating to
the Securities or the initiation or threatening of any proceeding
for that purpose, or of any request by the Commission for any
amendment or supplement of the Registration Statement or
Prospectus or for additional information; and (Z) of the receipt
by the Company of any notification with respect to any suspension
of the qualification of the Securities for offering or sale in
any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose. The Company agrees to use its
best efforts to prevent the issuance of any such stop order or of
any such order preventing or suspending the use of any such
prospectus or of any notification suspending any such
qualification and, if issued, to use promptly its best efforts to
obtain withdrawal thereof as soon as possible. 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
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solicit offers to purchase Securities so long as it is not
reasonably satisfied with such document.
(b) To endeavor to qualify the Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as
the Agents shall reasonably request and to continue such
qualification in effect so long as reasonably required in
connection with the distribution of the Securities; provided that
the Company shall not be required to file a general consent to
service of process in any jurisdiction. The Company will promptly
advise the Agents of the receipt by the Company of any
notification with respect to the suspension of the qualification
of the Notes for sale in any such state or jurisdiction or the
initiating or threatening of any proceeding for such purpose.
(c) To furnish each Agent and counsel to the Agents, at the
expense of the Company, a copy of the Registration Statement (as
originally filed) and each amendment thereto, in each case
including exhibits and documents incorporated by reference
therein and, during the period mentioned in paragraph (d) below,
to furnish each Agent as many copies of the Prospectus (including
all amendments and supplements thereto) and documents
incorporated by reference therein as such Agent may reasonably
request.
(d) If at any time when a prospectus relating to the
Securities is required to be delivered under the Securities Act,
any event shall occur 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
in order to make the statements therein, in the light of the
circumstances when such Prospectus is delivered to a purchaser,
not misleading, or, if in the opinion of the Agents or the
Company, it is necessary at any time to amend or supplement the
Prospectus to comply with law, to immediately notify the Agents
by telephone (with confirmation in writing) and request each
Agent (i) in its capacity as agent of the Company, to suspend
solicitation of offers to purchase Securities from the Company
(and, if so notified, such Agent shall cease such solicitations
and cease using the Prospectus as soon as practicable, but in any
event not later than one business day later); and (ii) to cease
sales of any Securities such Agent may then own as principal. If
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the Company shall decide to amend or supplement the Registration
Statement or the Prospectus, as then amended or supplemented, it
shall so advise each Agent 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 the Prospectus, as
then amended or supplemented, 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 such amendment or supplement
and any documents, opinions, letters and certificates furnished
to the Agents pursuant to Sections 4(e), 4(h), 4(i) and 4(j) 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 Securities hereunder. Notwithstanding any
other provision of this Section 4(d), until the distribution of
any Securities any Agent may own as principal has been completed
or such Agent is otherwise required to deliver a prospectus in
respect of a transaction in the Securities, if any event
described in this Section 4(d) occurs the Company will, at its
expense, promptly prepare and file with the Commission an
amendment or supplement, satisfactory in all respects to such
Agent, that will correct such statement or omission or effect
such compliance, will supply such amended or supplemented
Prospectus to such Agent in such quantities as such Agent may
reasonably request and shall furnish to such Agent such
documents, certificates, opinions and letters as are set forth in
Sections 4(e), 4(h), 4(i) and 4(j) as it may reasonably request
in connection with the preparation and filing of such amendment
or supplement.
(e) To furnish to the Agents during the term of this
Agreement 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
Securities, this Agreement, the Administrative Procedures, any
applicable Terms Agreement and the performance by the
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Company of its obligations hereunder or thereunder as the Agents
may from time to time reasonably request and shall notify the
Agents promptly in writing of (i) any downgrading in the rating
accorded any of 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 or (ii) any public announcement by any such rating
organization that it has under surveillance or review, with
possible negative implications, its rating of any of the debt
securities of the Company.
(f) To make generally available to its security holders and
to such Agent as soon as practicable earnings statements which
shall satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 of the Commission promulgated thereunder
covering periods of at least twelve months beginning in each case
with the first fiscal quarter of the Company occurring after the
"effective date" (as defined in Rule 158) of the Registration
Statement with respect to each sale of Securities.
(g) So long as any Securities are outstanding, to furnish to
such Agent copies of all reports or other communications
(financial or other) furnished to holders of Securities and
copies of any reports and financial statements furnished to or
filed with the Commission or any national securities exchange on
which any class of securities of the Company is listed.
(h) Each time the Company files with the Commission an
Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, a
Current Report on Form 8-K or an Amendment to an Application or
Report pursuant to Rule 12b-15 under the Exchange Act, the
Company will deliver or cause to be delivered promptly to each of
the Agents a certificate of the Company, signed by the Treasurer,
the Assistant Treasurer or an executive officer of the Company
reasonably acceptable to the Agents, dated the date of filing of
such Report or Amendment in form reasonably satisfactory to you,
of the same tenor as the certificate referred to in Section 6(f)
but modified to relate to the last day of the fiscal quarter for
which financial statements of the Company were last filed with
the Commission (or the date of the matter(s) described in the
Form 8-K, if applicable) and
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to the Registration Statement and the Prospectus as amended and
supplemented to the date of such certificate.
(i) Each time the Company files with the Commission an
Amendment to the Registration Statement, an Annual Report on Form
10-K, a Quarterly Report on Form 10-Q, a Current Report on Form
8-K or an Amendment to an Application or Report pursuant to Rule
12b-15 under the Exchange Act (except that, in the case of an
Amendment to the Registration Statement, a Quarterly Report on
Form 10-Q or a Current Report on Form 8-K, the opinion referred
to below shall only be furnished if, in the reasonable judgment
of any Agent, the financial statements or other information set
forth in such Form 10-Q or Form 8-K are of such a nature that an
opinion of counsel should be furnished) the Company shall furnish
or cause to be furnished promptly to each of you a written
opinion of the General Counsel or an Associate General Counsel of
the Company, dated the date of the effectiveness of such
amendment or the date of the filing of such supplement, in form
satisfactory to each of you, of the same tenor as the opinion
referred to in Section 6(b) but modified to relate to the last
day of the fiscal quarter for which financial statements of the
Company were last filed with the Commission (or to the date of
the matter(s) described in the Form 8-K, if applicable) and to
the Registration Statement and the Prospectus as amended and
supplemented to the date of such opinion or, in lieu of such
opinion, counsel last furnishing such an opinion to you may
furnish each of you with a letter to the effect that you may rely
on such last opinion to the same extent as though it were dated
the date of such letter authorizing reliance (except that
statements in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the date of such letter authorizing reliance).
(j) Each time the Company files with the Commission an
Amendment to the Registration Statement, an Annual Report on Form
10-K, a Quarterly Report on Form 10-Q, a Current Report on Form
8-K or an amendment to an Application or Report pursuant to Rule
12b-15 under the Exchange Act (except that, in the case of an
Amendment to the Registration Statement, a Quarterly Report on
Form 10-Q or a Current Report on Form 8-K,
<PAGE>
15
the letter referred to below shall only be furnished if, in the
reasonable judgment of any of you, the matter(s) set forth in
such Form 10-Q or Form 8-K are of such a nature that a letter of
independent auditors should be furnished), the Company shall
cause its independent auditors promptly to furnish each of you a
letter, dated the date of filing such Report or Amendment, in
form satisfactory to each of you, of the same tenor as the letter
referred to in Section 6(e) with such changes as may be necessary
to reflect the amended and supplemental financial information
included in the Report or Amendment, as amended to the date of
such letter; provided, however, that and subject to the proviso
contained in Section 6(e), if a Report or Amendment is filed
solely to include or incorporate by reference financial
information as of and for a fiscal quarter, the Company's
independent auditors may limit the scope of such letter, which
shall be satisfactory in form to each of you, to the unaudited
financial statements, the related "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
any other information of an accounting, financial or statistical
nature included in such Report or Amendment (any such letter
limited in scope as aforesaid being hereinafter referred to as a
"Routine Quarterly Letter"), unless, in the reasonable judgment
of any of you, such letter should cover other information or
changes in specified financial statement line items; provided,
further that such Routine Quarterly Letter would be restricted to
financial information not covered in previous comfort letters
delivered pursuant to this Agreement. Notwithstanding Section
6(e), the Company's independent auditors need not read the
minutes of the stockholders', directors' and executive, finance,
and audit committee meetings of any subsidiary of the Company
which did not constitute a "significant subsidiary" within the
meaning of Regulation S-X as of the end of the most recently
completed fiscal year as part of the basis for the statements
made in any Routine Quarterly Letter.
5. Costs and Expenses. The Company covenants and agrees with
each Agent that the Company will, whether or not any sale of
Securities is consummated, pay all the following reasonable costs and
expenses: (i) incident to the preparation, issuance, execution,
authentication and delivery of the Securities, including any expenses
of the Trustee, (ii) incident to the preparation, printing and
<PAGE>
16
filing under the Securities Act of the Registration Statement, the
Prospectus and any preliminary prospectus (including in each case all
exhibits, amendments and supplements thereto), (iii) incurred in
connection with the registration or qualification and determination of
eligibility for investment of the Securities under the laws of such
jurisdictions as the Agents (or in connection with any Terms
Agreement, the applicable Agent) may designate, (iv) in connection
with the printing (including word processing and duplication costs)
and delivery of this Agreement, the Indenture, any Blue Sky Memoranda
and any Legal Investment Survey and the furnishing to the Agents and
dealers of copies of the Registration Statement and the Prospectus,
including mailing and shipping, as herein provided, (v) payable to
rating agencies in connection with the rating of the Securities, (vi)
the reasonable fees and disbursements of counsel for the Agents
incurred in connection with the execution of this Agreement, including
any opinions to be rendered by such counsel hereunder and (vii) any
advertising expenses incurred by the Agents with the prior approval of
the Company.
6. Conditions. The obligation of any Agent, as agent of the
Company, at any time ("Solicitation Time") to solicit offers to
purchase the Securities, the obligation of any Agent to purchase
Securities as principal pursuant to any Terms Agreement or otherwise,
shall in each case be subject (1) to the condition that all
representations and warranties of the Company herein and all
statements of officers of the Company made in any certificate
furnished pursuant to the provisions hereof are true and correct in
all material respects (i) in the case of an Agent's obligation to
solicit offers to purchase Securities, at and as of such Solicitation
Time and (ii) in the case of any Agent's obligation to purchase
Securities, at and as of the time the Company accepts the offer to
purchase such Securities and, as the case may be, at and as of the
related Time of Delivery or time of purchase; (2) to the condition
that at or prior to such Solicitation Time, time of acceptance, Time
of Delivery or time of purchase, as the case may be, the Company shall
have complied with all its agreements and all conditions on its part
to be performed or satisfied hereunder; and (3) to the following
additional conditions when and as specified:
(a) Prior to such Solicitation Time or corresponding Time of
Delivery or time of purchase, as the case may be:
<PAGE>
17
(i) the Prospectus as amended or supplemented
(including, if applicable, the Pricing Supplement) with
respect to such Securities shall have been filed with the
Commission pursuant to Rule 424(b) under the Securities Act
within the applicable time period prescribed for such filing
by the rules and regulations under the Securities Act; no
stop order suspending the effectiveness of the Registration
Statement shall be in effect and no proceeding for that
purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on
the part of the Commission shall have been complied with to
the reasonable satisfaction of such Agent;
(ii) there shall not have occurred any downgrading, nor
shall any "nationally recognized statistical rating
organization", as such term is defined for purposes of Rule
436(g)(2) under the Securities Act, have publicly announced
that it has under surveillance or review, with possible
negative implications, its rating of any of the debt
securities of the Company;
(iii) there shall not have been any material adverse
change or any development which will result in a material
adverse change in or affecting the financial condition or
results of operations of the Company and its subsidiaries,
taken as a whole, otherwise than as set forth or
contemplated in the Prospectus, as amended or supplemented
to such Solicitation Time or at the time such offer to
purchase was made, the effect of which, in the reasonable
judgment of the applicable Agent, makes it impracticable or
inadvisable to proceed with the proposed public offering or
the delivery of the Securities in the form and the manner
contemplated in the Prospectus; and
(iv)(A) trading generally shall not have been suspended
or materially limited on or by, as the case may be, the New
York Stock Exchange or the National Association of
Securities Dealers, Inc. ("NASD"), (B) trading of any
securities of or guaranteed by the Company shall not have
been suspended on any exchange or in any
<PAGE>
18
over-the-counter market, (C) a general moratorium on
commercial banking activities in New York shall not have
been declared by either Federal or New York State
authorities, or (D) 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 such Agent or Agents or of such other purchaser,
is material and adverse and which in the judgment of such
Agent or Agents or of such other purchaser makes it
impracticable to market the Securities on the terms and in
the manner contemplated in the Prospectus as amended or
supplemented at the Solicitation Time or at the time such
offer to purchase was made.
(b) On the Commencement Date, a General Counsel or an
Associate General Counsel of the Company shall have furnished to
the relevant Agent or Agents his written opinion, dated the
Commencement Date, in form and substance satisfactory to such
Agent or Agents, to the effect that:
(i) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, with
corporate power to own its properties and conduct its
business as described in the Prospectus;
(ii) 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 qualifications, 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
subsidiary taken as a whole;
(iii) each subsidiary of the Company (any such
subsidiary being identified in such opinion) which
constituted a "significant subsidiary" within the meaning of
Regulation S-X as of the end of the most recently completed
fiscal year has been duly incorporated and is validly
existing as a corporation under the laws of its jurisdiction
of incorporation with corporate power to own its
<PAGE>
19
properties and 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 and in good standing would not have a
material adverse effect on the Company and its subsidiaries
taken as a whole;
(iv) this Agreement has been duly authorized, executed
and delivered by the Company;
(v) the Securities have been duly authorized and, when
executed and authenticated in accordance with the
authorization of any two of the following officers of the
Company: the Chairman of the Board and Chief Executive
Officer, the President, the Senior Vice President and Chief
Financial Officer and the Vice President and Treasurer and
in accordance with the terms of the Indenture and delivered
to and paid for by any purchaser of Securities sold through
an Agent as agent or to any Agent as principal pursuant to
any Terms Agreement, will constitute valid and binding
obligations of the Company, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other laws of general applicability relating
to or affecting creditors' rights generally and to general
equity principles whether considered at law or in equity,
entitled to the benefits provided by the Indenture and the
Indenture and the Securities conform in material respects to
the descriptions thereof in the Prospectus as amended or
supplemented;
(vi) the Indenture has been duly authorized, executed
and delivered by the Company and constitutes a valid and
binding instrument of the Company enforceable against the
Company in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and other laws of general
applicability relating to or affecting creditors' rights
generally and to general equity principles whether
considered at
<PAGE>
20
law or in equity; and the Indenture has been duly qualified
under the Trust Indenture Act;
(vii) the issue and sale of the Securities and the
performance by the Company of its obligations under the
Securities, 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 or material mortgage, deed of trust,
loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which
any of the material property or assets of the Company or any
of its subsidiaries is subject on the date of such opinion,
nor will any such action result in any violation of the
provisions of the Restated Articles of Incorporation, as
amended, or the By-Laws of the Company in effect on the date
of such opinion or any order, rule or regulation of any
court or governmental agency or body in effect on the date
of such opinion having jurisdiction over the Company, its
subsidiaries or any of their respective properties;
(viii) no consent, approval, authorization, order,
registration or qualification of or with any court or
governmental agency or body is required for the issue and
sale of the Securities or the consummation of the other
transactions contemplated by this 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 as may be
required under state securities or Blue Sky laws in
connection offers and sales of the Securities from the
Company and with purchases of Securities; and
(ix) the Registration Statement has become effective
under the Securities Act, and, to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement or of any part thereof has been
issued and no proceedings for that purpose have been
instituted or are pending or contemplated under
<PAGE>
21
the Securities Act, and the Registration Statement, as of
its effective date, and the Prospectus, as of the
Commencement Date, and any amendment or supplement thereto,
as of its date, appear on their face to be appropriately
responsive in all material respects with the requirements of
the Securities Act, the Exchange Act and the Trust Indenture
Act and the Rules and Regulations; such counsel has no
reason to believe that the Registration Statement, as of its
effective date (other than the Form T-1 and the financial
statements including the notes thereto and related schedules
and other financial and statistical data included therein or
incorporated therein by reference, as to which such counsel
expresses no opinion), or the Prospectus, as of the
Commencement Date, or any such amendment or supplement, as
of its date (other than the financial statements, including
the notes thereto and related schedules and other financial
and statistical data included therein or incorporated
therein by reference, as to which such counsel expresses no
opinion), contained any untrue statement of a material fact
or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading or contains any untrue statement of a material
fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made,
not misleading; the descriptions in the Registration
Statement and the Prospectus of legal and governmental
proceedings and contracts and other documents fairly present
the information required to be shown; and such counsel do
not know of any legal or governmental proceedings required
to be described in the Prospectus which are not described as
required or of any contracts or documents of a character
required to be described in the Registration Statement which
are not described and filed as required; provided, however,
that the foregoing opinions shall not extend to information
under the heading United States Federal Income Taxation,
insofar as such information constitutes a summary of legal
matters.
<PAGE>
22
In rendering such opinions, such counsel may rely (A) as to matters
involving the application of the laws of the Commonwealth of Virginia,
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 the Agents' counsel) of other
counsel reasonably acceptable to the Agents' counsel, familiar with
the applicable laws; (B) as to matters included in paragraphs (v),
(vi) and (ix) of this Section 6(b), upon the opinion of Cravath,
Swaine & Moore, counsel to the Company and (C) 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 and
any Principal Subsidiaries. The opinion 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, the
Agents and such counsel are justified in relying thereon.
(c) On the Commencement Date, Cravath, Swaine & Moore,
counsel to the Company, shall have furnished to the relevant
Agent or Agents a written opinion and letter, dated the
Commencement Date, in form and substance satisfactory to such
Agent or Agents, with respect to paragraphs (v), (vi), (viii) and
(ix) of Section 6(b) (provided, however, that with respect to
paragraph (viii) such consents approvals, authorizations, orders,
registrations or qualifications shall be limited to those
required by Federal law and with respect to paragraph (ix), no
exception shall be made as to information under the heading
United States Federal Income Taxation, insofar as any such
information constitutes a summary of legal matters).
(d) On the Commencement Date, Brown & Wood, counsel to the
Agents, shall have furnished to the relevant Agent or Agents such
opinion or opinions, dated the Commencement Date with respect to
the validity of the Indenture, the Securities, the Registration
Statement, the Prospectus as amended or supplemented and other
related matters as such Agent or Agents may reasonably request,
and in each case such counsel shall have received such papers and
information as they may reasonably request to enable them to pass
upon such matters.
<PAGE>
23
(e) On the Commencement Date, the Company's independent
certified public accountants who have certified the financial
statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement and
Prospectus, as then amended or supplemented, shall have furnished
to the relevant Agent or Agents a letter, dated the Commencement
Date, in form and substance satisfactory to such Agent or 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 relating to the Company contained in or incorporated
by reference in the Registration Statement and the Prospectus, as
then amended or supplemented; provided, however, (1) financial
information shall be that which can be obtained from the
accounting records that are subject to the internal control
structure and policies and procedures of the Company's accounting
system or that has been derived directly from such accounting
records by analysis or computation and (2) "tick mark" comfort
would not be required for financial information that can be
traced to audited financial statements included in the
Registration Statement.
(f) On the Commencement Date, the relevant Agent or Agents
shall have received a certificate or certificates signed by an
executive officer of the Company, dated the Commencement Date, to
the effect set forth in Section 6(a)(i) and (ii) above and to the
further effect that (1) the representations and warranties of the
Company contained herein are true and correct on and as of the
Commencement Date, as if made on and as of such date and (2) the
Company has complied with all agreements and all conditions on
its part to be performed or satisfied hereunder at or prior to
the Commencement Date.
(g) On the Commencement Date the Company shall have
furnished to the relevant Agent or Agents such further
certificates, information and documents as such Agent or Agents
may reasonably request.
7. Indemnification and Contribution. (a) The Company agrees
to indemnify and hold harmless each Agent and each person, if any, who
controls such Agent within the meaning of either Section 15 of the
Securities Act or
<PAGE>
24
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 any amendment thereof or the Prospectus
(as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any preliminary prospectus 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 information relating to any Agent furnished to the
Company in writing by such Agent expressly for use therein.
(b) Each Agent agrees, severally and not jointly, to
indemnify and hold harmless the Company, it 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, the
Prospectus, any amendment or supplement thereto, or any preliminary
prospectus.
(c) 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 reasonable 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
<PAGE>
25
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 proceeding or related proceeding 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 the Agents
and such control persons of the Agents shall be designated in writing
by Morgan Stanley & Co. Incorporated or, if Morgan Stanley & Co.
Incorporated is not an Indemnified Party by the Agents that are
Indemnified Parties and any such separate firm for the Company, its
directors, its officers who sign the Registration Statement and such
control persons of the Company 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 Indemnified
Person from and against any loss or liability by reason of such
settlement or judgment.
(d) If the indemnification provided for in paragraphs (a) or
(b) this Section 7 is unavailable to an Indemnified Person or
insufficient in respect of any losses, claims, damages or liabilities
referred to herein in connection with any offering of Securities, 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 from the offering of the
Securities 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
<PAGE>
26
any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and each Agent on the other in
connection with the offering of such Securities shall be deemed to be
in the same respective proportion as the net proceeds from the
offering of such Securities (before deducting expenses) received by
the Company and the total discounts and commissions received by each
Agent in respect thereof bear to the aggregate offering price of such
Securities. The relative fault of the Company on the one hand and of
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 on the one hand or
by such Agent on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and each Agent agrees that it would not be just
and equitable if contribution pursuant to this subsection (d) were
determined by per capita allocation (even if all 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
above in this subsection (d). The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages and
liabilities referred to above in this Section 7 shall be deemed to
include, subject to the limitations set forth above, any reasonable
legal or other expenses incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, 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 Securities referred to in Section
7(d) that were sold by or 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 obligation of each Agent to contribute pursuant
to this subsection (d) is several (in the proportion that the
principal amount of the Securities the sale of which by or through
such Agent gave rise to such losses, claims, damages or liabilities
bears to the aggregate principal amount of the Securities the sale of
<PAGE>
27
which by or through any Agent gave rise to such losses, claims,
damages or liabilities) and is not joint.
(e) The indemnity and contribution agreements contained in
this Section 7 are in addition to any liability which the Indemnifying
Persons may otherwise have to the Indemnified Persons referred to
above.
(f) No Indemnifying Person shall, in connection with the
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, assert
any claim that the indemnification provided for in this Section 7 is
invalid or unenforceable.
8. Termination. (a) This Agreement may be terminated at any
time (i) by the Company with respect to any or all of the Agents or
(ii) by any Agent with respect to itself only, in each case upon the
giving of written notice of such termination to each other party
hereto. Any Terms Agreement shall be subject to termination in the
absolute discretion of the Agent or Agents that are parties thereto on
the terms set forth or incorporated by reference therein. The
termination of this Agreement shall not require termination of any
agreement by an Agent to purchase Securities as principal (whether
pursuant to a Terms Agreement or otherwise) and the termination of
such an agreement shall not require termination of this Agreement. In
the event this Agreement is terminated with respect to any Agent, (x)
this Agreement shall remain in full force and effect with respect to
any Agent as to which such termination has not occurred, (y) this
Agreement shall remain in full force and effect with respect to the
rights and obligations of any party which have previously accrued or
which relate to Securities which are already issued, agreed to be
issued or the subject of a pending offer at the time of such
termination and (z) in any event, the provisions of the fourth
paragraph of Section 2(a), Section 2(c), the last sentence of Section
4(d) and Sections 4(f), 4(g), 5, 7, 9, 10, 12 and 15 shall survive;
provided that if at the time of termination an offer to purchase
Securities has been accepted by the Company but the time of delivery
to the purchaser or its agent of such Securities has not yet occurred,
the provisions of Sections 2(b), 2(d), 4(a) through 4(e), 4(h) through
4(j) and 6 shall also survive. If any Terms Agreement is terminated,
the provisions of the last sentence of Section 4(d) and Sections 2(b),
2(d), 4(a),
<PAGE>
28
4(b), 4(e), 4(g) through 4(j), 5, 6, 7, 9, 10, 12 and 15 (which shall
have been incorporated by reference in such Terms Agreement) shall
survive.
(b) If this Agreement or any Terms Agreement shall be
terminated by an Agent or Agents because of any failure or refusal on
the part of the Company to comply with the terms or to fulfill any of
the conditions of this Agreement or any Terms Agreement or if for any
reason the Company shall be unable to perform its obligations under
this Agreement or any Terms Agreement or any condition of any Agent's
obligations cannot be fulfilled, the Company agrees to reimburse each
Agent or such Agents as have so terminated this Agreement with respect
to themselves, severally, for all out-of-pocket expenses (including
the reasonable fees and expenses of their counsel) reasonably incurred
by such Agent or Agents in connection with this Agreement or the
offering of Securities.
9. Position of the Agents. Each Agent, in soliciting offers
to purchase Securities from the Company and in performing the other
obligations of such Agent hereunder (other than in respect of any
purchase by an Agent as principal, pursuant to a Terms Agreement or
otherwise), is acting solely as agent for the Company and not as
principal and does not assume any obligation towards or relationship
of agency or trust with any purchaser of Securities. Each Agent will
make reasonable efforts to assist the Company in obtaining performance
by each purchaser whose offer to purchase Securities from the Company
was solicited by such Agent and has been accepted by the Company, but
such Agent shall not have any liability to the Company in the event
such purchase is not consummated for any reason. If the Company shall
default on its obligation to deliver Securities to a purchaser whose
offer it has accepted, the Company shall (i) hold the relevant Agent
harmless against any loss, claim, damage or liability arising from or
as a result of such default by the Company and (ii) notwithstanding
such default, pay to the Agent that solicited such offer any
commission to which it would be entitled in connection with such sale.
10. Representations and Indemnities to Survive. The
respective indemnities and contribution agreements, representations,
warranties and other statements of the Company, its officers and the
Agents set forth in or made pursuant to this Agreement or any
agreement by an Agent to purchase Securities as principal shall remain
in full force
<PAGE>
29
and effect regardless of any termination of this Agreement or any such
agreement, any investigation made by or on behalf of any Agent or any
controlling person of any Agent, or the Company, or any officer or
director or any controlling person of the Company, and shall survive
each delivery of and payment for any of the Securities.
11. Notices. Except as otherwise specifically provided
herein or in the Administrative Procedures, all statements, requests,
notices and advices hereunder shall be in writing, and effective only
on receipt, and will be delivered by hand, by mail (postage prepaid),
by telegram (charges prepaid) or by facsimile. Communications to the
Agents will be sent, Attention: Medium-Term Note Department, in the
case of Morgan Stanley & Co. Incorporated, to 1221 Avenue of the
Americas, New York, NY 10020, in the case of Citicorp Securities,
Inc., to 399 Park Avenue, 7th Floor, New York, NY 10043, in the case
of Lehman Brothers, to Lehman Brothers Inc., 3 World Financial Center,
New York, NY 10285-1200, in the case of J. P. Morgan Securities Inc.,
to 60 Wall Street, New York, NY 10260 and, if sent to the Company, to
it at 120 Long Ridge Road, Stamford, CT 06904 (Fax: 203-356-2231);
Attention: Treasurer.
12. Successors. This Agreement and any Terms Agreement shall
be binding upon, and inure solely to the benefit of, each Agent and
the Company, and to the extent provided in Section 7, Section 8 and
Section 10 hereof, the officers and directors of the Company and any
person who controls any Agent or the Company, and their respective
personal representatives, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement
or any Terms Agreement. No purchaser of any of the Securities through
or from any Agent hereunder shall be deemed a successor or assign by
reason of such purchase.
13. 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, 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.
<PAGE>
30
14. Business Day. Time shall be of the essence in this
Agreement and any Terms Agreement. As used herein, the term "business
day" shall mean any day which is not a Saturday or Sunday or legal
holiday or a day on which banks in New York City are required or
authorized by law or executive order to close.
15. Applicable Law. This Agreement and any Terms Agreement
shall be governed by, and construed in accordance with, the laws of
the State of New York, without giving effect to the conflict of laws
provisions thereof.
16. Counterparts. This Agreement and any Terms Agreement may
be signed in counterparts, each of which shall be an original, and all
of which together shall constitute one and the same instrument.
17. 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.
<PAGE>
31
If the foregoing is in accordance with your understanding,
please sign and return to us four counterparts hereof, whereupon this
letter and the acceptance by each of you thereof shall constitute a
binding agreement between the Company and each of you in accordance
with its terms.
Very truly yours,
OLIN CORPORATION
By:
----------------------
Name:
Title:
Accepted in New York, New York,
as of the date first above written:
Morgan Stanley & Co. Incorporated
By:
---------------------
Name:
Title:
Citicorp Securities, Inc.
By:
-------------------------
Name:
Title:
<PAGE>
32
Lehman Brothers Inc.
By:
---------------------------
Name:
Title:
J. P. Morgan Securities Inc.
By:
---------------------------
Name:
Title:
<PAGE>
Exhibit A
Exhibit A
OLIN CORPORATION
MEDIUM TERM NOTES, SERIES A
TERMS AGREEMENT
, 1995
-----------
Olin Corporation
120 Long Ridge Road
Stamford, CT 06904
Attention:
--------------------
Re: Distribution Agreement dated as of
May 23, 1995
(the "Distribution Agreement")
The undersigned agrees to purchase your
Medium-Term Notes, Series A having the following terms:
Specified Currency:
-------------------------------
Principal Amount:
---------------------------------
Original Issue Date:
------------------------------
Settlement Date, Time and Place:
------------------
Maturity Date:
------------------------------------
Purchase Price: % of Principal Amount, plus
accrued interest, if any, from Settlement Date
Price to Public: % of Principal Amount, plus
accrued interest, if any, from Settlement Date
Redemption Date (Dates): , commencing
<PAGE>
2
Initial Redemption Price:
Annual Redemption Price decrease:
Repayment Date (Dates):
Repayment Price:
Initial accrual period OID:
Original Yield to Maturity
[(For Fixed Rate Notes)
Interest Rate:
-------------------------
Applicability of modified payment
upon acceleration:
If yes, state issue price:
Amortization schedule: ]
1[(For Floating Rate Notes)
Initial Interest Rate:
--------------------
Interest Rate Basis (Commercial Paper, LIBOR,
Treasury, CMT, ):
---------- -------------------
F1 Index Maturity (30, 60, 90 days, 6 months, 1 year,
other):
--------------------
Interest Reset Period (monthly, quarterly,
semiannually, annually):
----------------
Interest Payment Period (monthly, quarterly,
semiannually, annually):
-----------------
Spread:
-------------------- points (+/-)
Spread Multiplier:
------------%
FN
F1 See Prospectus Supplement dated May 23, 1995 for
explanation of terms.
<PAGE>
3
Maximum Interest Rate:
--------%
Minimum Interest Rate:
--------%
Initial Interest Reset Date:
------------------
Interest Reset Dates:
------------------
Interest Determination Dates:
----------
Interest Payment Dates:
----------------
Calculation Agent:
Other terms of Securities:
Provisions relating to underwriter
default, if any:
The provisions of Sections 1, 2(b) and 2(d) and 4
through 7, 10, 11, 12 and 15 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.
This Agreement is subject to termination in our
absolute discretion on the terms incorporated by reference
herein. If this Agreement is so terminated, the provisions
set forth in the last sentence of Section 8 of the
Distribution Agreement shall survive for the purposes of
this Agreement.
[Agent]
Accepted:
OLIN CORPORATION
By:
-----------------------
(Title)
<PAGE>
Exhibit B
OLIN CORPORATION
MEDIUM-TERM NOTES, SERIES A
ADMINISTRATIVE PROCEDURES
-------------------------------
The Medium-Term Notes, Series A (the "Notes"), are to be
offered on a continuous basis by OLIN CORPORATION (the "Company").
Each of Morgan Stanley & Co. Incorporated, Citicorp Securities, Inc.,
Lehman Brothers Inc. (including its affiliate Lehman Government
Securities Inc.), and J. P. Morgan Securities Inc. (each an "Agent")
has agreed to solicit offers to purchase the Notes in registered form.
The Notes are being sold pursuant to a Distribution Agreement dated as
of May 23, 1995 (the "Agreement") between the Company and the Agents.
In the Agreement, each Agent has agreed to use its best efforts to
solicit purchases of the Notes. Each Agent, as principal, may purchase
Notes for its own account and, if such Agent so elects, the Company
and such Agent will enter into a Terms Agreement, as contemplated by
the Agreement. The Company may also solicit offers to purchase and may
sell Notes directly on its own behalf to investors.
The Notes will be issued under an Indenture dated as of June
15, 1992 (as supplemented or amended from time to time, the
"Indenture") between the Company and Chemical Bank, as trustee (the
"Trustee"). The Trustee will be the Registrar, Calculation Agent,
Authenticating Agent and Paying Agent for the Notes, and will perform
the duties specified herein. Notes will bear interest at a fixed rate
(the "Fixed Rate Notes"), which may be zero in the case of certain
original issue discount notes (the "OID Notes"), or at floating rates
(the "Floating Rate Notes"). Fixed Rate Notes may pay a level amount
in respect of both interest and principal amortized over the life of
the Notes ("Amortizing Notes"). Each Note will be represented by
either a Global Security (as defined below) delivered to Chemical
Bank, 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 in limited circumstances,
an owner of a Book-Entry Note will not be entitled to receive a
Certificated Note.
<PAGE>
2
Book-Entry Notes, which may be payable solely 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, and
Certificated Notes will be issued in accordance with the
administrative procedures set forth in Part II hereof. Unless
otherwise defined herein, terms defined in the Indenture or the Notes
shall be used herein as therein defined.
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 and/or Chemical Bank 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 the date hereof (the
"Letter of Representation"), and a Medium-Term Note Certificate
Agreement between Chemical Bank and DTC, dated as of December 2, 1988,
as amended, 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 $75,000,000 aggregate initial
principal amount outstanding (subject to
adjustment from time to time as provided
in the Distribution Agreement) of all
such Notes that have the same Maturity
Date, redemption or repayment
provisions, Interest Payment Dates,
Original Issue Date, original issue
discount provisions (if any), and, in
the case of Fixed Rate Notes, Interest
Rate, modified payment upon acceleration
(if any), amortization schedule (if any)
or, in the case of Floating Rate Notes,
Initial Interest Rate, Interest Payment
Dates, Interest Payment Period,
Calculation Agent, Base Rate, Index
Maturity, Interest Reset Period,
<PAGE>
3
Interest Reset Dates, Spread or Spread
Multiplier (if any), Minimum Interest
Rate (if any) and Maximum Interest Rate
(if any) and, in each case, any other
relevant terms (collectively "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
Securities (or if no such payment or
provision has been made, the original
issuance date of the predecessor Global
Security), regardless of the date of
authentication of such subsequently
issued Global Security. Book-Entry
Notes may only be denominated and
payable in U.S. dollars. No Global
Security will represent (i) both Fixed
Rate and Floating Rate Book-Entry Notes
or (ii) any Certificated Note.
Identification The Company has arranged with the CUSIP
Numbers: Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau")
for the reservation of a series of
approximately 900 CUSIP numbers
(including tranche numbers) for
assignment to the Global Securities
representing the Book-Entry Notes. The
Company has obtained from the CUSIP
Service Bureau a written list of such
series of reserved CUSIP numbers and has
delivered to the Trustee and DTC the
written list of 900 CUSIP numbers of
such series. The Trustee will assign
<PAGE>
4
CUSIP numbers to Global Securities as
described below under Settlement
Procedure "B". DTC will notify the
CUSIP Service Bureau periodically of the
CUSIP numbers that the Trustee has
assigned to Global Securities. At any
time when fewer than 100 of the reserved
CUSIP numbers remain unassigned to
Global Securities, the Trustee shall so
advise the Company and, if it deems
necessary, the Company will reserve
additional CUSIP numbers for assignment
to Global Securities representing
Book-Entry Notes. Upon obtaining such
additional CUSIP numbers, the Company
shall deliver a list of such additional
CUSIP number to the Trustee and DTC.
Registration: Each Global Security will be registered
in the name of Cede & Co., as nominee
for DTC, on the security register
maintained under the Indenture. The
beneficial owner of a Book-Entry Note
(or one or more indirect participants in
DTC designated by such owner) will
designate one or more participants in
DTC with respect to such Note (the
"Participants") to act as agent or
agents for such owner in connection with
the book-entry system maintained by DTC
and DTC will record in book-entry form,
in accordance with instructions provided
by such Participants, a credit balance
with respect to such beneficial owner in
such Note in the account of such
Participants. The ownership interest of
such beneficial owner in such Note will
be recorded through the records of such
Participants or through the separate
records of such Participants and one or
more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
accompanied by book entries made by DTC
and, in turn, by Participants (and in
certain cases, one or more indirect
participants in DTC) acting on behalf of
<PAGE>
5
beneficial transferors and transferees
of such Note.
Exchanges: The Trustee may deliver to DTC and the
CUSIP Service Bureau at any time a
written notice of consolidation
specifying (i) the CUSIP numbers of two
or more Outstanding Global Securities
that represent Book-Entry Notes having
the same Terms and for which interest
has been paid to the same date, (ii) a
date, occurring at least thirty days
after such written notice is delivered
and at least thirty days before the next
Interest Payment Date for such
Book-Entry Notes, on which such Global
Securities shall be exchanged for a
single replacement Global Security and
(iii) a new CUSIP number to be assigned
to such replacement Global Security.
Upon receipt of such a notice, DTC will
send to its Participants (including the
Trustee) a written reorganization notice
to the effect that such exchange will
occur on such date. Prior to the
specified exchange date, the Trustee
will deliver to the CUSIP Service Bureau
a written notice setting forth such
exchange date and the new CUSIP number
and stating that, as of such exchange
date, the CUSIP numbers of the Global
Securities to be exchanged will no
longer be valid. On the specified
exchange date, the Trustee will exchange
such Global Securities for a single
Global Security bearing the new CUSIP
number and a new Interest Accrual Date,
and the CUSIP numbers of the exchanged
Global Securities will, in accordance
with CUSIP Service Bureau procedures, be
cancelled and not immediately
reassigned. Notwithstanding the
foregoing, if the Global Securities to
be exchanged exceed $150,000,000 in
aggregate principal amount, one Global
Security will be authenticated and
issued to represent each $150,000,000,
principal amount of the exchanged Global
<PAGE>
6
Security and an additional Global
Security will be authenticated and
issued to represent any remaining
principal amount of such Global
Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a
date from nine months to 40 years from
its date of issue.
Notice of The Trustee will give notice to DTC
Redemption and prior to each Redemption Date or
Repayment Dates: Repayment Date (as specified in the
Note), if any, at the time and in the
manner set forth in the Letter of
Representation.
Denominations: Book-Entry Notes will be issued in
principal amounts of $1,000 or an
integral multiple of $1,000 in excess
thereof. Global Securities will be
denominated in principal amounts not in
excess of $150,000,000. If one or more
Book-Entry Notes having an aggregate
principal amount in excess of
$150,000,000 would, but for the
preceding sentence, be represented by a
single Global Security, then one Global
Security will be issued to represent
each $150,000,000 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.
Interest: General. Interest on each Book-Entry
Note will accrue from the Interest
Accrual Date of the Global Security
representing such Note. Unless
otherwise specified therein, each
payment of interest on a Book-Entry Note
will include interest accrued to but
excluding the Interest Payment Date;
provided that in the case of Floating
<PAGE>
7
Rate Notes with respect to which the
Interest Reset Period is daily or
weekly, interest payable on any Interest
Payment Date (other than interest
payable on any date on which principal
thereof is payable, and, if the Note is
a Book-Entry Gap Note (as defined
below), other than interest payable on
the first Interest Payment Date after
the Original Issue Date thereof) will
include interest accrued through and
including the Record Date immediately
preceding the Interest Payment Date,
except that at maturity or earlier
redemption or repayment, the interest
payable will include interest accrued
to, but excluding, the Maturity Date or
the date of redemption or repayment, as
the case may be. Interest payable at
the maturity or upon redemption or
repayment of a Book-Entry Note will be
payable to the person to whom the
principal of such Note is payable.
Standard & Poor's Corporation will use
the information received in the pending
deposit message described under
Settlement Procedure "C" below in order
to include the amount of any interest
payable and certain other information
regarding the related Global Security in
the appropriate weekly bond report
published by Standard & Poor's
Corporation.
Record Dates. The Record Date with
respect to any Interest Payment Date
shall be the date fifteen calendar days
immediately preceding such Interest
Payment Date.
Fixed Rate Book-Entry Notes. Unless
otherwise specified pursuant to
Settlement Procedure "A" below, interest
payments on Fixed Rate Book-Entry Notes,
other than Amortizing Notes, will be
made semiannually on June 15 and
December 15 of each year, and at
maturity or upon any earlier redemption
<PAGE>
8
or repayment and principal and interest
payments on Book-Entry Amortizing Notes
will be made semiannually on June 15 and
December 15 of each year or quarterly on
March 15, June 15, September 15 and
December 15 of each year, and at
maturity (or any redemption or repayment
date); provided, however, that in the
case of a Fixed Rate Book-Entry Note
issued between a Record Date and an
Interest Payment Date or on an Interest
Payment Date, the first interest payment
will be made on the Interest Payment
Date following the next succeeding
Record Date. If any Interest Payment
Date for a Fixed Rate Book-Entry Note is
not a Business Day, the payment due on
such day shall be made on the next
succeeding Business Day and no interest
shall accrue on such payment for the
period from and after such Interest
Payment Date.
Floating Rate Book-Entry Notes.
Interest payments will be made on
Floating Rate Book-Entry Notes monthly,
quarterly, semiannually or annually.
Unless otherwise specified pursuant to
Settlement Procedure "A" below, interest
will be payable, in the case of Floating
Rate Book-Entry Notes with a daily,
weekly or monthly Interest Reset Date,
on the third Wednesday of each month
specified pursuant to Settlement
Procedure "A" below; in the case of
Floating Rate Book-Entry Notes with a
quarterly Interest Reset Date, on the
third Wednesday of March, June,
September and December of each year; in
the case of Floating Rate Book-Entry
Notes with a semiannual Interest Reset
Date, on the third Wednesday of the two
months specified pursuant to Settlement
Procedure "A" below; and in the case of
Floating Rate Book-Entry Notes with an
annual Interest Reset Date, on the third
Wednesday of the month specified
pursuant to Settlement Procedure "A"
<PAGE>
9
below; provided however, that if an
Interest Payment Date for Floating Rate
Book-Entry Notes would otherwise be a
day that is not a Business Day with
respect to such Floating Rate Book-Entry
Notes, such Interest Payment Date will
be the next succeeding Business Day with
respect to such Floating Rate Book-Entry
Notes, except in the case of a LIBOR
Note if such Business Day is in the next
succeeding calendar month, such Interest
Payment Date will be the immediately
preceding Business Day; and provided,
further, that in the case of a Floating
Rate Book-Entry Note issued between a
Record Date and the related Interest
Payment Date (a "Book-Entry Gap Note"),
the first interest payment will be made
on the Interest Payment Date following
the next succeeding Record Date.
Notice of Interest Payment and Record
Dates. The Trustee will deliver to the
Company and DTC a written list of Record
Dates and Interest Payment Dates that
will occur with respect to Book-Entry
Notes from time to time. Promptly after
each date upon which interest is
determined for Floating Rate Notes
issued in book-entry form, the
Calculation Agent will notify the
Company, the Trustee and Standard &
Poor's Corporation of the interest rates
determined on such dates.
Calculation of Fixed Rate Book-Entry Notes. Interest
Interest: on Fixed Rate Book-Entry Notes
(including interest for partial periods)
will be calculated on the basis of a
360-day year of twelve thirty-day
months.
Floating Rate Book-Entry Notes.
Interest rates on Floating Rate
Book-Entry Notes will be determined as
set forth in the form of such Notes.
Interest on Floating Rate Book-Entry
Notes will be calculated on the basis of
<PAGE>
10
actual days elapsed and a year of 360
days, except that, in the case of
Treasury Rate Notes and CMT Rate Notes,
interest will be calculated on the basis
of the actual number of days in the
year.
Payments of Payments of Interest Only. Promptly
Principal and after each Record Date, the Trustee will
Interest: deliver to the Company and DTC a written
notice specifying by CUSIP number the
amount of interest to be paid on each
Global Security other than an Amortizing
Note on the following Interest Payment
Date (other than an Interest Payment
Date coinciding with maturity or any
earlier redemption or repayment date)
and the total of such amounts. DTC will
confirm the amount payable on each such
Global Security on such Interest Payment
Date by reference to the daily bond
reports published by Standard & Poor's
Corporation. In the case of Amortizing
Notes, the Trustee will provide separate
written notice to the Company and to DTC
prior to each Interest Payment Date at
the time and in the manner set forth in
the Letter of Representation. The
Company will pay to the Trustee, as
paying agent, the total amount of
interest due on such Interest Payment
Date (and, in the case of an Amortizing
Note, principal and interest) (other
than at maturity), and the Trustee will
pay such amount to DTC at the times and
in the manner set forth below under
"Manner of Payment."
Payments at Maturity or Upon Redemption
or Repayment. On or about the first
Business Day of each month, the Trustee
will deliver to the Company and DTC a
written list of principal and interest
to be paid on each Global Security other
than an Amortizing Note maturing either
at maturity or on a redemption or
repayment date in the following month.
The Company and DTC will confirm the
<PAGE>
11
amounts of such principal and interest
payments with respect to each such
Global Security on or about the fifth
Business Day preceding the Maturity Date
or redemption or repayment date of such
Global Security. In the case of
Amortizing Notes, the Trustee will
provide separate written notice to the
Company and to DTC prior to the Maturity
Date and any redemption or repayment
date, as the case may be, at the times
and in the manner set forth in the
Letter of Representation. The Company
will pay to the Trustee, as the paying
agent, the principal amount of such
Global Security, together with interest
due at such Maturity Date or redemption
or repayment date. The Trustee will pay
such amounts to DTC at the times and in
the manner set forth below under "Manner
of Payment."
Payments Not on Business Days. If any
Interest Payment Date or the Maturity
Date or redemption or repayment date of
a Global Security representing Fixed
Rate Book-Entry Notes is not a Business
Day, the payment due on such day shall
be made on the next succeeding Business
Day and no interest shall accrue on such
payment for the period from and after
such Interest Payment Date, Maturity
Date or redemption or repayment date, as
the case may be. If any Interest
Payment Date or the Maturity Date or
redemption or repayment date of a Global
Security representing a Floating Rate
Book-Entry Note would otherwise fall on
a day that is not a Business Day, the
payment due on such day shall be made on
the next succeeding day that is a
Business Day with respect to such Notes
with the same effect as if such Business
Day were the Interest Payment Date,
Maturity Date or date of redemption or
repayment, as the case may be, except
that, in the case of Book-Entry LIBOR
Notes, if such Business Day is in the
<PAGE>
12
next succeeding calendar month, such
Interest Payment Date or redemption or
repayment date shall be the immediately
preceding day that is a Business Day
with respect to such Book-Entry LIBOR
Notes. Promptly after payment to DTC of
the principal and interest due on the
Maturity Date or redemption or repayment
date of such Global Security, the
Trustee will cancel such Global Security
in accordance with the terms of the
Indenture and deliver it to the Company
with a certificate of cancellation.
Upon request, the Trustee will deliver
to the Company a written statement
indicating the total principal amount of
outstanding Book-Entry Notes as of the
immediately preceding Business Day.
Manner of Payment. The total amount of
any principal and interest due on Global
Securities on any Interest Payment Date
or at maturity or upon redemption or
repayment shall be paid by the Company
to the Trustee in funds available for
immediate use by the Trustee as of 9:30
a.m. (New York City time) on such date.
The Company will make such payment on
such Global Securities by wire transfer
to the Trustee or by instructing the
Trustee to withdraw funds from an
account maintained by the Company at the
Trustee. The Company will confirm such
instructions in writing to the Trustee.
Prior to 10 a.m. (New York City time) on
each Maturity Date or redemption or
repayment date or, if either such date
is not a Business Day, as soon as
possible thereafter, following receipt
of such funds from the Company the
Trustee will pay by separate wire
transfer (using Fedwire message entry
instructions in a form previously
specified by DTC) to an account at the
Federal Reserve Bank of New York
previously specified by DTC, in funds
available for immediate use by DTC, each
payment of principal (together with
<PAGE>
13
interest thereon) due on Global
Securities on any Maturity Date or
redemption or repayment date. On each
Interest Payment Date or, if any such
date is not a Business Day, as soon as
possible thereafter, interest payments
and, in the case of Amortizing Notes,
interest and principal payments shall be
made to DTC in same day funds in
accordance with existing arrangements
between the Trustee and DTC. Thereafter
on each such date, DTC will pay, in
accordance with its SDFS operating
procedures then in effect, such amounts
in funds available for immediate use to
the respective Participants in whose
names the Book-Entry Notes represented
by such Global Securities are recorded
in the book-entry system maintained by
DTC. Neither the Company nor the
Trustee shall have any responsibility or
liability for the payment by DTC to such
Participants of the principal of and
interest on the Book-Entry Notes.
Withholding Taxes. The amount of any
taxes required under applicable law to
be withheld from any interest payment on
a Book-Entry Note will be determined and
withheld by the Participant, indirect
participant in DTC or other person
responsible for forwarding payments
directly to the beneficial owner of such
Note.
Preparation of If any order to purchase a Book-Entry
Pricing Note 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 and will arrange to file
electronically such Pricing Supplement
with the Commission in accordance with
the applicable paragraph of Rule 424(b)
under the Act and will deliver the
number of copies of such Pricing
Supplement to the relevant Agent as such
Agent shall request by the close of
<PAGE>
14
business on the following Business Day.
The relevant Agent will cause such
Pricing Supplement to be delivered to
the purchaser of the Note.
In each instance that a Pricing
Supplement is prepared, the Agent
receiving such Pricing Supplement 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 the
Global Security representing such Note
shall constitute "settlement" with
respect to such Note. All orders
accepted by the Company will be settled
on the fifth Business Day (or such
shorter period as may be required by
applicable regulatory authority)
following such 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
Procedures: to each Book-Entry Note sold by the
Company to or through an Agent shall be
as follows (unless otherwise specified
pursuant to a Terms Agreement, as
defined in the Agreement):
A. The relevant Agent will advise the
Company by facsimile transmission
or other acceptable means that such
Note is a Book-Entry Note and of
the following settlement
information:
1. Principal amount.
<PAGE>
15
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
semi-annually 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.
6. Price.
7. Agent's commission, if
any, determined as provided in
the Agreement.
8. Net proceeds to the
Company.
9. Whether the Note is an OID
Note, and if it is an OID
Note, the total amount of OID,
the yield to maturity, the
initial accrual period OID and
the applicability of Modified
Payment upon Acceleration
(and, if so, the Issue Price).
<PAGE>
16
10. Any other applicable Terms.
B. The Company will advise the Trustee
by facsimile transmission or other
acceptable means 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
Agent of such CUSIP number by
telephone or electronic
transmission (confirmed in writing)
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.
<PAGE>
17
4. Whether such Global Security
will represent any other
Book-Entry Note (to the extent
known at such time) and
whether such Note is an
Amortizing Note (by an
appropriate notation in the
comments field of DTC's
Participant Terminal System).
5. The DTC participant number of
the institution through which
the Company will hold the
Book-Entry Note.
D. The Trustee will complete and
authenticate the Global Security
representing such Note in
accordance with the terms of the
written order of the Company then
in effect.
E. DTC will credit such Note to the
Trustee's participant account at
DTC.
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 Medium-Term Note
<PAGE>
18
Certificate Agreement between the
Trustee and DTC.
G. Unless the relevant Agent purchased
such Note as principal, 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 account 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, upon confirming
receipt of such funds, will credit
to the U.S. dollar account of the
Company maintained at a bank in New
York City, notified to the Trustee
from time to time, in funds
available for immediate use in the
amount transferred to the Trustee,
in accordance with Settlement
Procedure "F".
J. Unless the relevant Agent purchased
such Note as principal, such Agent
will confirm the purchase of such
Note to the purchaser either by
transmitting to the 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.
<PAGE>
19
K. Upon request, 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 but which have not yet been
settled.
Settlement For sales by the Company of
Procedures Book-Entry Notes to or through an
Timetable: Agent (unless 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 (New York City
time) set forth below:
Settlement
Procedure Time
A 11:00 a.m. on the sale
date
B 12:00 noon on the sale
date
C 2:00 p.m. on the sale
date
D 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
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
<PAGE>
20
later than 11:00 a.m., 12 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 noon and 2:00
p.m., respectively, on the
second 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.
If settlement of a Book-Entry
Note is rescheduled or
cancelled, the Trustee, after
receiving notice from the
Company or the 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 to If the Trustee fails to enter an
Settle: SDFS 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
<PAGE>
21
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 cancelled Global
Security to the Company. The CUSIP
number assigned to such Global Security
shall, in accordance with CUSIP Service
Bureau procedures, 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 cancelled
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 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 action
<PAGE>
22
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.
Posting Rates The Company and the Agents will
by Company: discuss from time to time the rates of
interest per annum to be borne by and
the maturity of Securities that may be
sold as a result of the solicitation of
offers by an Agent. The Company may
establish a fixed set of interest rates
and maturities for an offering period
("posting"). If the Company decides to
change already posted rates, it will
promptly advise the Agents to suspend
solicitation of offers until the new
posted rates have been established with
the Agent.
Trustee Not To Nothing herein shall be deemed to
Risk Funds: require the Trustee to risk or expend
its own funds in connection with any
payments to the Company, the Agents, DTC
or any holders of Notes, it being
understood by all parties that payments
made by the Trustee to the Company, the
Agents, DTC or any holders of Notes
shall be made only to the extent that
funds are provided to the Trustee for
such purpose.
PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
The Trustee will serve as registrar in connection with the
Certificated Notes.
<PAGE>
23
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 any portion
thereof) issued subsequently upon
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.
Registration: Certificated Notes will be issued only
in fully registered form without
coupons.
Transfers and A Certificated Note may be presented
Exchanges: for transfer or exchange at the
principal corporate trust office of the
Trustee. Certificated Notes will be
exchangeable for other Certificated
Notes having identical terms but
different authorized denominations
without service charge. Certificated
Notes will not be exchangeable for
Book-Entry Notes.
Maturities: Each Certificated Note will mature on a
date from nine months to 40 years from
its date of issue.
Currency: The currency denomination with respect
to any Certificated Note and the
currency of payment of interest and
principal with respect to any such
Certificated Note shall be as set forth
therein and in the applicable pricing
supplement.
Denominations: Unless otherwise provided in a
Prospectus Supplement, the denomination
<PAGE>
24
of any Certificated Note will be a
minimum of $1,000 (or in the case of
Notes not denominated in U.S. dollars,
the equivalent thereof in the applicable
foreign currency or composite currency,
rounded down to the nearest comparable
units of such foreign currency or
composite currency) or any amount in
excess thereof that is an integral
multiple of $1,000 (or in the case of
Notes not denominated in U.S. dollars,
1,000 units of such foreign currency or
composite currency).
Interest: General. Interest on each Certificated
Note will accrue from the Original Issue
Date of such Note for the first interest
period and from the most recent date to
which interest has been paid for all
subsequent interest periods. Unless
otherwise specified therein, each
payment of interest on a Certificated
Note will include interest accrued to
but excluding the Interest Payment Date;
provided that in the case of Floating
Rate Notes with respect to which the
Interest Reset Period is daily or
weekly, interest payable on any Interest
Payment Date (other than interest
payable on any date on which principal
thereof is payable, and, if the Note is
a Certificated Gap Note (as defined
below), other than interest payable on
the first Interest Payment Date after
the Original Issue Date thereof) will
include interest accrued through and
including the Record Date immediately
preceding the Interest Payment Date,
except that at maturity or earlier
redemption or repayment, the interest
payable will include interest accrued
to, but excluding, the Maturity Date or
the date of redemption or repayment, as
the case may be.
Record Dates. The Record Date with
respect to any Interest Payment Date in
respect of a Certificated Note shall be
<PAGE>
25
the date fifteen calendar days
immediately preceding such Interest
Payment Date.
Fixed Rate Certificated Notes. Unless
otherwise specified pursuant to
Settlement Procedure "A" below, interest
payments on Fixed Rate Certificated
Notes, other than Amortizing Notes, will
be made semiannually on June 15 and
December 15 of each year, and at
maturity or upon any earlier redemption
or repayment and principal and interest
payments on Certificated Amortizing
Notes will be made semiannually on June
15 and December 15 of each year or
quarterly on March 15, June 15,
September 15 and December 15 of each
year, and at maturity (or any redemption
or repayment date); provided, however,
that in the case of a Fixed Rate
Certificated Note issued between a
Record Date and an Interest Payment Date
or on an Interest Payment Date, the
first interest payment will be made on
the Interest Payment Date following the
next succeeding Record Date.
Floating Rate Certificated Notes.
Interest payments will be made on
Floating Rate Certificated Notes
monthly, quarterly, semiannually or
annually. Unless otherwise specified
pursuant to Settlement Procedure "A"
below, interest will be payable, in the
case of Floating Rate Certificated Notes
with a daily, weekly or monthly Interest
Reset Date, on the third Wednesday of
each month as specified pursuant to
Settlement Procedure "A" below; in the
case of Floating Rate Certificated Notes
with a quarterly Interest Reset Date, on
the third Wednesday of March, June,
September and December of each year; in
the case of Floating Rate Certificated
Notes with a semiannual Interest Reset
Date, on the third Wednesday of the two
months specified pursuant to Settlement
<PAGE>
26
Procedure "A" below; and in the case of
Floating Rate Certificated Notes with an
annual Interest Reset Date, on the third
Wednesday of the month specified
pursuant to Settlement Procedure "A"
below; provided, however, that if an
Interest Payment Date for Floating Rate
Certificated Notes would otherwise be a
day that is not a Business Day with
respect to such Floating Rate
Certificated Notes, such Interest
Payment Date will be the next succeeding
Business Day with respect to such
Floating Rate Certificated Notes, except
in the case of a LIBOR Note if such
Business Day is in the next succeeding
calendar month, such Interest Payment
Date will be the immediately preceding
Business Day; and provided, further,
that in the case of a Floating Rate
Certificated Note issued between a
Record Date and the related Interest
Payment Date (a "Certificated Gap
Note"), the first interest payment will
be made on the Interest Payment Date
following the next succeeding Record
Date.
Notice of Interest Payment and Record
Dates. The Trustee will deliver to the
Company a written list of Record Dates
and Interest Payment Dates that will
occur with respect to Certificated Notes
from time to time. Promptly after each
date upon which interest is determined
for Floating Rate Notes issued in
certificated form, the Calculation Agent
will notify the Company and the Trustee
of the interest rates determined on such
dates.
Calculation of Fixed Rate Certificated Notes.
Interest: Interest on Fixed Rate Certificated
Notes (including interest for partial
periods) will be calculated on the basis
of a 360-day year of twelve thirty-day
months.
<PAGE>
27
Floating Rate Certificated Notes.
Interest rates on Floating Rate
Certificated Notes will be determined as
set forth in the form of such Notes.
Interest on Floating Rate Certificated
Notes will be calculated on the basis of
actual days elapsed and a year of 360
days, except that, in the case of
Treasury Rate Notes, interest will be
calculated on the basis of the actual
number of days in the year.
Payments of The Company will pay to the Trustee, as
Principal and the paying agent, the principal amount
Interest: of each Certificated Note (other than an
Amortizing Note), together with interest
due thereon, at its Maturity Date or
upon redemption or repayment of such
Note in funds available for immediate
use by the Trustee. In the case of an
Amortizing Note, the Company will pay to
the Trustee, as paying agent, the
principal amount due on such Note on
such date, together with interest due
thereon, at its Maturity Date or upon
redemption or repayment of such Note in
funds available for immediate use by the
Trustee. The Trustee will pay such
amount to the holder of such Note at its
Maturity Date or upon redemption or
repayment of such Note upon presentation
and surrender of such Note to the
Trustee. Such payment, together with
payment of interest due at maturity or
upon redemption or repayment, will be
made in funds available for immediate
use by the holder of such Note.
Promptly after such presentation and
surrender, the Trustee will cancel such
Certificated Note in accordance with the
terms of the Indenture and deliver it to
the Company with a certificate of
cancellation. Unless otherwise
specified in the applicable Pricing
Supplement, all interest payments on a
Certificated Note or, in the case of a
Certificated Amortizing Note, payments
of principal and interest (other than
<PAGE>
28
interest (or interest and principal) due
at maturity or upon redemption or
repayment) will be made by check drawn
on the Trustee (or another person
appointed by the Trustee) and mailed by
the Trustee to the person entitled
thereto as provided in such Note and the
Indenture; provided, however, that (i)
the holder of $10,000,000 or more of
Notes having the same Interest Payment
Date will be entitled to receive payment
by wire transfer of immediately
available funds and (ii) unless
otherwise specified in the applicable
Pricing Supplement or unless alternative
arrangements are made, payments on Notes
in a currency other than U.S. dollars
will be made by wire transfer of
immediately available funds to an
account maintained by the payee with a
bank located outside the United States
and, with respect to clauses (i) and
(ii) above, the holder of such Notes
will provide the Trustee with
appropriate and timely wire transfer
instructions.
Promptly after each Record Date, the
Trustee will deliver to the Company a
written notice specifying the amount of
interest to be paid on each Certificated
Note other than an Amortizing Note on
the following Interest Payment Date
(other than an Interest Payment Date
coinciding with maturity or any earlier
redemption or repayment date) and the
total of such amounts. In the case of
Amortizing Notes, the Trustee will
provide separate written notice to the
Company specifying the amount of
interest and principal to be paid on
each Amortizing Note on the following
Interest Payment Date (other than an
Interest Payment Date coinciding with
maturity or any earlier redemption or
repayment date) and the total of such
amounts. Interest at maturity or upon
redemption or repayment will be payable
<PAGE>
29
to the person to whom the payment of
principal is payable. Upon request, the
Trustee will deliver to the Company a
written list of principal and interest,
to the extent ascertainable, to be paid
on each Certificated Note including
Amortizing Notes maturing or to be
redeemed or repaid in the following
month. The Trustee will be responsible
for withholding taxes on interest paid
on Certificated Notes as required by
applicable law.
If any Interest Payment Date or the
Maturity Date or redemption or repayment
date of a Fixed Rate Certificated Note
is not a Business Day, the payment due
on such day shall be made on the next
succeeding Business Day and no interest
shall accrue on such payment for the
period from and after such Interest
Payment Date, Maturity Date or
redemption or repayment date, as the
case may be. If any Interest Payment
Date or the Maturity Date or redemption
or repayment date of a Floating Rate
Certificated Note would otherwise fall
on a day that is not a Business Day with
respect to such Note, the payment due on
such day shall be made on the next
succeeding day that is a Business Day
with respect to such Note with the same
effect as if such Business Day were the
stated Interest Payment Date, Maturity
Date or date of redemption or repayment,
as the case may be, except that, in the
case of Certificated LIBOR Notes, if
such Business Day is in the next
succeeding calendar month, such Interest
Payment Date, Maturity Date or
redemption or repayment date shall be
the immediately preceding day that is a
Business Day with respect to such
Certificated LIBOR Notes.
Preparation of If any order to purchase a Certificated
Pricing Note is accepted by or on behalf of the
<PAGE>
30
Supplement: Company, the Company will prepare a
Pricing Supplement reflecting the terms
of such Note and will arrange to file
electronically such Pricing Supplement
with the Commission in accordance with
the applicable paragraph of Rule 424(b)
under the Act and will deliver the
number of copies of such Pricing
Supplement to the relevant Agent as such
Agent shall request by the close of
business on the following Business Day.
The relevant Agent will cause such
Pricing Supplement to be delivered to
the purchaser of the Note.
In each instance that a Pricing
Supplement is prepared, the Agent
receiving such Pricing Supplement 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 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 orders
accepted by the Company will be settled
on the fifth Business Day following such
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
Procedures: each Certificated Note sold by the
Company to or through an Agent shall be
as follows (unless otherwise specified
pursuant to a Terms Agreement):
<PAGE>
31
A. The relevant Agent will advise the
Company by facsimile transmission
or other acceptable means 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. Currency or currency unit,
principal amount and, if
different, currency in which
payments of principal and
interest may be made.
5. Maturity Date.
6. In the case of a Fixed Rate
Certificated Note, the
Interest Rate, whether such
Note will pay interest
annually or semi-annually 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)
<PAGE>
32
and the Alternate Rate Event
Spread (if any).
7. Redemption or repayment
provisions, if any.
8. Settlement date and time.
9. Price.
10. Agent's commission, if any,
determined as provided in the
Agreement.
11. Denominations.
12. Net proceeds to the Company.
13. Whether the Note is an OID
Note, and if it is an OID
Note, the total amount of OID,
the yield to maturity, the
initial accrual period OID and
the applicability of Modified
Payment upon Acceleration
(and, if so, the Issue Price).
14. Any other applicable Terms.
B. The Company will advise the Trustee
by facsimile transmission or other
acceptable means 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.
<PAGE>
33
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 be
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 maintained at Chemical
Bank, New York, New York (or, with
respect to Notes payable in a
Specified Currency other than U.S.
dollars, to an account maintained
at a bank selected by the Company
notified to the relevant Agent from
time to time in writing) in funds
available for immediate use, 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
Agent an amount of immediately
available funds equal to the amount
of such payment made.
E. Unless the relevant Agent purchased
such Note as principal, such Agent
will deliver such Note (with
confirmation) to the customer
against payment in immediately
available funds. Such Agent will
obtain the acknowledgment of
<PAGE>
34
receipt of such Note by retaining
Stub Two.
F. The Trustee will send Stub Three to
the Company by first-class mail.
Periodically, 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 but which
have not yet been settled.
Settlement For sales by the Company of
Procedures Certificated Notes to or through
Timetables: 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 (New York City
time) set forth below:
Settlement
Procedure Time
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
Failure to If a purchaser fails to accept delivery
Settle: of and 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
amount previously credited thereto in
<PAGE>
35
respect of such Note. Such wire
transfer will be made on the settlement
date, if possible, and in any event not
later than the Business Day following
the settlement date. If the failure
shall have occurred for any reason other
than a default by such Agent in the
performance of its obligations hereunder
and under the 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
(such reimbursement for loss of the use
of such funds to be based on the federal
funds effective rate then in effect).
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.
Posting Rates The Company and the Agents will discuss
by Company: from time to time the rates of interest
per annum to be borne by and the
maturity of Securities that may be sold
as a result of the solicitation of
offers by an Agent. The Company may
establish a fixed set of interest rates
and maturities for an offering period
("posting"). If the Company decides to
change already posted rates, it will
promptly advise the Agents to suspend
solicitation of offers until the new
posted rates have been established with
the Agent.
Trustee Not to Nothing herein shall be deemed to
Risk Funds: require the Trustee to risk or expend
its own funds in connection with any
payments to the Company, the Agents or
any holders of Notes, it being
understood by all parties that payments
made by the Trustee to the Company, the
Agents or any holders of Notes shall be
<PAGE>
36
made only to the extent that funds are
provided to the Trustee for such
purpose.
Exhibit 4.1
[FORM OF FACE OF CERTIFICATED FIXED RATE NOTE]
OLIN CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due From Nine Months to 40 Years From Date Of Issue
%
No. [$ ]F1
CUSIP
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
REDEMPTION DATE:
OTHER PROVISIONS:
OLIN CORPORATION, a corporation duly organized and existing
under the laws of the Commonwealth of Virginia (herein called the
"Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to
, or registered assigns, the principal sum of
U.S. DOLLARS, on the Maturity Date specified above, and to
pay interest thereon from the Original Issue Date specified above, or
from the most recent Interest Payment Date to which interest has been
paid or duly provided for, to but excluding the relevant Interest
Payment Date, semiannually on June 15 and December 15 in each year and
at Maturity or upon any earlier redemption or repayment, unless
otherwise indicated in the applicable Pricing Supplement, commencing
on the first such date after the Original Issue Date set forth herein,
at the rate set forth on the face hereof, until the principal hereof
is paid or made available for payment; provided, however, that if the
Original Issue Date set forth above is after a Regular
FN
F1 All references to "$", "Dollars", "currency of the
United States" or similar language to be changed, if appropriate, for
series denominated in, or for which payments with respect to are made
in, foreign currency or currencies or units of two or more currencies.
<PAGE>
2
Record Date referred to below and before the related Interest Payment
Date, the first payment of interest will be made on the Interest
Payment Date following the next succeeding Regular Record Date. The
interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date (other than at Maturity) will, as provided in
such Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be
June 1 or December 1 (whether or not a Business Day), unless otherwise
indicated in the applicable Pricing Supplement, as the case may be,
next preceding such Interest Payment Date; provided, however, that
interest payable at Maturity shall be payable to the Person to whom
principal shall be payable. If any Interest Payment Date would fall on
a day that is not a Business Day, such Interest Payment Date will be
the following day that is a Business Day, and no interest on such
payment shall accrue for the period from and after such Maturity Date,
or Redemption Date (as set forth above), as the case may be. If the
Maturity Date or any earlier Redemption Date of a Security would fall
on a day that is not a Business Day, the payment of principal,
premium, if any, and interest will be made on the next succeeding
Business Day, and no interest on such payment shall accrue for the
period from and after such Maturity Date, or Redemption Date, as the
case may be.
Payment of the principal, premium, if any, and interest on
this Security will be made at the principal corporate trust office of
the Trustee in the Borough of Manhattan, The City of New York, or such
other office or agency of the Company as may be designated by it for
such purpose in the Borough of Manhattan, The City of New York (the
"Paying Agent"), in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the
Company, payment of interest (except at Maturity) may be made by
United States dollar check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register. Payment of the principal, premium, if any, and interest on
this Security due at Maturity will be made in immediately available
funds upon surrender of this Security to the Paying Agent; provided
that this Security is presented to the paying agent in time for the
paying agent to make such payment in accordance with its normal
procedures. "Maturity" shall mean the date on which the principal of
<PAGE>
3
this Security or an installment of principal becomes due, whether on
the Maturity Date specified above, upon redemption or otherwise.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or
through an authenticating agent, by manual signature of an authorized
officer, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: OLIN CORPORATION,
By
------------------------
[Seal] Attest:
---------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHEMICAL BANK,
As Trustee
By
----------------------
Authorized Officer
<PAGE>
4
[Form of Reverse]
OLIN CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and
to be issued in one or more series under an Indenture, dated as of
June 15, 1992, as supplemented as of March 18, 1994 (herein called the
"Indenture"), between the Company and Chemical Bank, as Trustee
(herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the securities are, and are to
be, authenticated and delivered. This Security is one of the series
designated on the face hereof.
This Security may not be redeemed prior to the Redemption
Date set forth on the face hereof. If no Redemp- tion Date is so set
forth, this Security is not redeemable prior to the Maturity Date. On
or after the Redemption Date set forth on the face hereof, this
Security is redeemable in whole or in part in increments of U.S.
$1,000 at the option of the Company at a redemption price equal to
100% of the principal amount to be redeemed together with interest
thereon to the date of redemption.
Notice of redemption will be given by mail to Holders of
Securities, at least 30 and not more than 60 days prior to the date
fixed for redemption, all as provided in the Indenture.
In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder
hereof upon the surrender hereof.
The Securities of this series will not have a sinking fund
unless otherwise specified in the applicable pricing supplement.
<PAGE>
5
Subject to a number of important qualifications and
exceptions set forth in the Indenture, the Indenture provides that
neither the Company nor any Restricted Subsidiary (as defined in the
Indenture) will (i) issue, assume or guarantee any notes, bonds,
debentures or other similar evidences of indebtedness for money
borrowed secured by a mortgage, lien, pledge or other encumbrance upon
any real or personal property located in the continental United States
of America without effectively providing that the Securities will be
secured equally and ratably with (or, at the option of the Company,
prior to) such indebtedness so long as such indebtedness shall be so
secured or (ii) enter into any Sale and Lease-Back Transactions (as
defined in the Indenture).
The Indenture also provides that the Company at its option
(a) will be Discharged (as such term is defined in the Indenture) from
any and all obligations in respect of the Securities (except for
certain obligations to register the transfer or exchange of
Securities, replace stolen, lost or mutilated Securities, maintain
paying agencies and hold moneys for payment in trust) or (b) need not
comply with certain restrictive covenants of the Indenture, if there
is deposited with the Trustee money or U.S. Government Obligations (as
defined in the Indenture), which through the payment of interest
thereon and principal thereof in accor- dance with their terms will
provide money or a combination of money and U.S. Government
Obligations in an amount sufficient to pay all the principal, premium,
if any, and interest on, the Securities on the dates such payments are
due in accordance with the terms of the Securities.
Interest payments for this Security will include interest
accrued to but excluding the Interest Payment Date. Interest payments
for this Security shall be computed and paid on the basis of a 360-day
year of twelve 30-day months.
The interest rate on this Security will in no event be
higher than the maximum rate permitted by New York law as the same may
be modified by United States law of general applicability.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities
of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
<PAGE>
6
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of
66 2/3% in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series will have any
right to institute any proceeding with respect to the Indenture or for
any remedy thereunder, unless such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default with
respect to this series, the Holders of not less than 25% in principal
amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, the Trustee shall not have
received from the Holders of a majority in principal amount of the
Outstanding Securities of this series a direction inconsistent with
such request and the Trustee shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do
not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal, premium, if any, or interest
on this Security on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal, premium, if any, and interest on this Security at the
times, places and rate, and in the coin or currency, herein
prescribed.
<PAGE>
7
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security
for registration of transfer at the corporate trust office of the
Trustee or such other office or agency as may be designated by the
Company in the Borough of Manhattan, The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securi- ties of this series and
of like tenor, of authorized denomi- nations and with like terms and
conditions and for the same aggregate principal amount, will be issued
to the designated transferee or transferees.
The Securities of this series are issuable only in
registered form, without coupons, in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a
different authorized denomination and with like terms and conditions,
as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security is overdue,
and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
<PAGE>
8
----------------
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 UNIF GIFT MIN ACT-..............Custodian............
in common (Cust) (Minor)
TEN ENT-as tenants Under Uniform Gifts to Minors Act
by the entireties
JT TEN-as joint tenants ..................................
with right of (State)
survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above list.
----------------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and trans- fer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
---------------------------------------
| |
---------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably
constituting and appointing
attorney
------------------------------------------------
to transfer said Security on the books of the Company, with full power
of substitution in the premises.
Dated:
------------------------------ ------------------------------------
Signature
Exhibit 4.2
[FORM OF FACE OF BOOK-ENTRY MEDIUM TERM NOTE]
(FIXED RATE)
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation
("DTC"), to Issuer or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
OLIN CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due From Nine Months to 40 Years From Date Of Issue
%
No. [$ ]F1
CUSIP
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
REDEMPTION DATE:
OLIN CORPORATION, a corporation duly organized and existing
under the laws of the Commonwealth of Virginia (herein called the
"Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to
, or registered assigns, the principal sum of
U.S. DOLLARS, on the Maturity Date specified above, and to
pay interest thereon from the Original Issue
FN
F1 All references to "$", "Dollars", "currency of the
United States" or similar language to be changed, if
appropriate, for series denominated in, or for which
payments with respect to are made in, foreign currency or
currencies or units of two or more currencies.
<PAGE>
2
Date specified above, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, to but excluding
the relevant Interest Payment Date, semiannually on June 15 and
December 15 in each year and at Maturity or upon any earlier
redemption or repayment, unless otherwise indicated in the applicable
Pricing Supplement, commencing on the first such date after the
Original Issue Date set forth herein, at the rate set forth on the
face hereof, until the principal hereof is paid or made available for
payment; provided, however, that if the Original Issue Date set forth
above is after a Regular Record Date referred to below and before the
related Interest Payment Date, the first payment of interest will be
made on the Interest Payment Date following the next succeeding
Regular Record Date. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date (other than at
Maturity) will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest, which shall be the June 1 or December 1 (whether or not
a Business Day), unless otherwise indicated in the applicable Pricing
Supplement, as the case may be, next preceding such Interest Payment
Date; provided, however, that interest payable at Maturity shall be
payable to the Person to whom principal shall be payable. If any
Interest Payment Date would fall on a day that is not a Business Day,
such Interest Payment Date will be the following day that is a
Business Day, and no interest on such payment shall accrue for the
period from and after such Interest Payment Date. If the Maturity Date
or any earlier Redemption Date (as set forth above) of a Security
would fall on a day that is not a Business Day, the payment of
principal, premium, if any, and interest will be made on the next
succeeding Business Day, and no interest on such payment shall accrue
for the period from and after such Maturity Date, or Redemption Date,
as the case may be.
Payment of the principal, premium, if any, and interest on
this Security will be made to the Depositary, or its nominee, as
Holder thereof, in accordance with arrangements then in effect between
the Trustee and the Depositary, in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the
option of the Company, payment of interest (except at Maturity) may be
made by United States dollar check mailed to the address of the Person
entitled thereto as such
<PAGE>
3
address shall appear in the Security Register (which in the case of
Book-Entry Notes, will be a nominee of the Depositary). Payment of the
principal, premium, if any, and interest on this Security due at
Maturity will be made in immediately available funds upon surrender of
this Security; provided that this Security is presented to the paying
agent in time for the paying agent to make such payment in accordance
with its normal procedures. "Maturity" shall mean the date on which
the principal of this Security or an installment of principal becomes
due, whether on the Maturity Date specified above, upon redemption or
otherwise.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or
through an authenticating agent, by manual signature of an authorized
officer, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: OLIN CORPORATION,
By
--------------------------
[Seal] Attest:
-----------------------------
<PAGE>
4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHEMICAL BANK,
As Trustee
By
----------------------
Authorized Officer
<PAGE>
5
[Form of Reverse]
OLIN CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and
to be issued in one or more series under an Indenture, dated as of
June 15, 1992, as supplemented as of March 18, 1994 (herein called the
"Indenture"), between the Company and Chemical Bank, as Trustee
(herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the securities are, and are to
be, authenticated and delivered. This Security is one of the series
designated on the face hereof.
This Security may not be redeemed prior to the Redemption
Date set forth on the face hereof. If no Redemp- tion Date is so set
forth, this Security is not redeemable prior to the Maturity Date. On
or after the Redemption Date set forth on the face hereof, this
Security is redeemable in whole or in part in increments of U.S.
$1,000 at the option of the Company at a redemption price equal to
100% of the principal amount to be redeemed together with interest
thereon to the date of redemption.
Notice of redemption will be given by mail to Holders of
Securities, at least 30 and not more than 60 days prior to the date
fixed for redemption, all as provided in the Indenture.
In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder
hereof upon the surrender hereof.
The Securities of this series will not have a sinking fund
unless otherwise specified in the applicable pricing supplement.
<PAGE>
6
Subject to a number of important qualifications and
exceptions set forth in the Indenture, the Indenture provides that
neither the Company nor any Restricted Subsidiary (as defined in the
Indenture) will (i) issue, assume or guarantee any notes, bonds,
debentures or other similar evidences of indebtedness for money
borrowed secured by a mortgage, lien, pledge or other encumbrance upon
any real or personal property located in the continental United States
of America without effectively providing that the Securities will be
secured equally and ratably with (or, at the option of the Company,
prior to) such indebtedness so long as such indebtedness shall be so
secured or (ii) enter into any Sale and Lease-Back Transactions (as
defined in the Indenture).
The Indenture also provides that the Company at its option
(a) will be Discharged (as such term is defined in the Indenture) from
any and all obligations in respect of the Securities (except for
certain obligations to register the transfer or exchange of
Securities, replace stolen, lost or mutilated Securities, maintain
paying agencies and hold moneys for payment in trust) or (b) need not
comply with certain restrictive covenants of the Indenture, if there
is deposited with the Trustee money or U.S. Government Obligations (as
defined in the Indenture), which through the payment of interest
thereon and principal thereof in accor- dance with their terms will
provide money or a combination of money and U.S. Government
Obligations in an amount sufficient to pay all the principal, premium,
if any, and interest on, the Securities on the dates such payments are
due in accordance with the terms of the Securities.
Interest payments for this Security will include interest
accrued to but excluding the Interest Payment Date. Interest payments
for this Security shall be computed and paid on the basis of a 360-day
year of twelve 30-day months.
The interest rate on this Security will in no event be
higher than the maximum rate permitted by New York law as the same may
be modified by United States law of general applicability.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities
of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
<PAGE>
7
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of
66 2/3% in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series will have any
right to institute any proceeding with respect to the Indenture or for
any remedy thereunder, unless such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default with
respect to this series, the Holders of not less than 25% in principal
amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, the Trustee shall not have
received from the Holders of a majority in principal amount of the
Outstanding Securities of this series a direction inconsistent with
such request and the Trustee shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do
not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal, premium, if any, or interest
on this Security on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal, premium, if any, and interest on this Security at the
times, places and rate, and in the coin or currency, herein
prescribed.
<PAGE>
8
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security
for registration of transfer at the corporate trust office of the
Trustee or such other office or agency as may be designated by the
Company in the Borough of Manhattan, The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securi- ties of this series and
of like tenor, of authorized denomi- nations and with like terms and
conditions and for the same aggregate principal amount, will be issued
to the designated transferee or transferees.
The Securities of this series are issuable only in
registered form, without coupons, in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a
different authorized denomination and with like terms and conditions,
as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this
Security is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
<PAGE>
9
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM-as tenants UNIF GIFT MIN ACT-..............Custodian............
in common (Cust) (Minor)
TEN ENT-as tenants Under Uniform Gifts to Minors Act
by the entireties
JT TEN-as joint tenants ..................................
with right of (State)
survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably
constituting and appointing
------------------------ attorney
to transfer said Security on the books of the Company, with full power
of substi- tution in the premises.
Dated:
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Signature
