<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1999.
REGISTRATION NO. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C> <C>
ALLIEDSIGNAL INC. DELAWARE 22-2640650
(EXACT NAME OF REGISTRANT (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
------------------------
101 COLUMBIA ROAD
P.O. BOX 4000
MORRISTOWN, NEW JERSEY 07962-2497
(973) 455-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
------------------------
PETER M. KREINDLER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ALLIEDSIGNAL INC.
101 COLUMBIA ROAD
MORRIS TOWNSHIP, NEW JERSEY 07962-2497
(973) 455-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [x]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Class of Securities Amount to be Price Offering Registration
to be Registered Registered(1)(2) Per Unit(2) Price(3) Fee(4)
<S> <C> <C> <C> <C>
Debt Securities(4)...................................... $800,000,000 100% $800,000,000 $ 222,400
</TABLE>
(1) Such indeterminate number or amount of debt securities, of AlliedSignal Inc.
as may from time to time be issued at indeterminate prices.
(2) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
or foreign currency units as shall result in an aggregate initial offering
price for all debt securities of $800,000,000. If any debt securities are
issued as original issue discount, such greater amount as may result in the
initial offering price for securities aggregating $800,000,000.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended
('Securities Act').
(4) Does not include certain securities of AlliedSignal Inc. covered by
Registration Statement No. 33-64245 being carried over to this Registration
Statement or the registration fee previously paid with respect to such
securities.
------------------------
Pursuant to Rule 429 under the Securities Act, the prospectus included in
this Registration Statement also relates to $200,000,000 of securities
registered and remaining unissued as of the date of filing of this Registration
Statement under Registration Statement No. 33-64245 previously filed by
AlliedSignal Inc., with respect to which the filing fee of $59,000 has
previously been paid to the Commission. This Registration Statement constitutes
Post-Effective Amendment No. 1 to Registration Statement No. 33-64245.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT SPECIFICALLY STATING THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT WE FILED WITH THE SEC
IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED AUGUST 30, 1999.
PROSPECTUS
$1,000,000,000
[LOGO OF ALLIEDSIGNAL]
ALLIEDSIGNAL INC.
101 COLUMBIA ROAD
MORRIS TOWNSHIP, NEW JERSEY 07962
(973) 455-2000
DEBT SECURITIES
------------------------
WE WILL PROVIDE SPECIFIC TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS
PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND THE APPLICABLE SUPPLEMENT
CAREFULLY BEFORE YOU INVEST.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement.
Prospectus dated .
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement (No. 333- ) that
AlliedSignal filed with the SEC utilizing a 'shelf' registration process. Under
this shelf process, we may offer from time to time up to $1,000,000,000 (or the
equivalent in foreign or composite currencies) of debt securities. This
prospectus provides you with a general description of the debt securities we may
offer. Each time we offer debt securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add, update or
change information contained in this prospectus.
To understand the terms of our securities, you should carefully read this
document with the attached prospectus supplement that together give the specific
terms of the securities we are offering. You should also read the documents we
have referred you to in 'Where You Can Find More Information About AlliedSignal'
below for information on our company and our financial statements.
WHERE YOU CAN FIND MORE INFORMATION ABOUT ALLIEDSIGNAL
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in the following locations:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, DC 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661
</TABLE>
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at the SEC's
web site at http://www.sec.gov.
You should also be able to inspect reports, proxy statements and other
information about AlliedSignal at the offices of the New York Stock Exchange
Inc., 20 Broad Street, New York, NY 10005; the Chicago Stock Exchange, One
Financial Place, 440 South LaSalle Street, Chicago, IL 60605; and the Pacific
Exchange, 301 Pine Street, San Francisco, CA 94104.
The SEC allows us to 'incorporate by reference' into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this information.
We incorporate by reference each of the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until our offering is completed:
Our Annual Report on Form 10-K for the year ended December 31, 1998;
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999; and
Our Current Reports on Form 8-K filed on June 8, 1999, as amended by
Form 8-K/A filed July 16, 1999, and July 16, 1999.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Office of the Secretary
AlliedSignal Inc.
101 Columbia Road
Morris Township, NJ 07962
973-455-5067
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with
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<PAGE>
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or the prospectus supplement or any incorporated
document is accurate as of any date other than the date on its cover.
ALLIEDSIGNAL INC.
AlliedSignal, a Delaware corporation, is a leading advanced technology and
manufacturing company serving customers worldwide with aerospace products and
services, automotive products, chemicals, fibers, plastics and advanced
materials. We operate through eleven strategic business units that offer
products and services which are sold principally for use in the following
applications: commercial and military aviation, defense, space, automotive and
heavy vehicles, electronics, carpeting, refrigeration, construction, computers,
utilities, pharmaceutical and agriculture.
Our strategic business units have been aggregated into five reportable
segments. A description of our five reportable segments follows:
Aerospace Systems. AlliedSignal's Aerospace Systems segment provides sales
and service for a wide range of aerospace products for both original equipment
manufacturers and aftermarket customers, including:
systems and components for commercial, military, regional and general
aviation aircraft, including environmental control systems, aircraft
wheels and brakes, power generation systems and engine controls;
advanced electronics, avionics and lighting for military aircraft, defense
and space stations, large and regional air transport, business and general
aviation, including communications, navigation, flight control and
management, weather radar systems, microwave landing and electronic
systems, flight guidance and control systems, sensors and components,
automatic test systems, cockpit display systems and internal and external
aircraft lighting;
maintenance, repair and overhaul services and spares and hardware sales to
support aerospace aftermarket customers; and
management and technical services for the government.
This segment accounted for approximately 32% of AlliedSignal's 1998 total sales.
Specialty Chemicals & Electronic Solutions. AlliedSignal's Specialty
Chemicals & Electronic Solutions segment manufactures engineered materials used
in numerous applications and technologically advanced materials used in the
manufacturing of electronics and semiconductors. The Specialty Chemicals &
Electronic Solutions segment's products include:
specialty and fine chemical products, including hydrofluoric acid,
polyethylene and petroleum-based specialty waxes and wax blends,
environmentally safer fluorocarbons, pharmaceutical bulk active and advanced
intermediate chemicals and process technology, for use in a diverse range of
applications, including pharmaceutical, polymer, crop protection, petroleum,
personal care products, security coding, semiconductor, air conditioning and
refrigeration, medical, coatings, textile, electronics and nuclear; and
materials and solutions for the global electronics market, including
laminate and prepeg materials used as the base material for printed
circuit boards, interconnect materials and solutions for semiconductor
wafer manufacturing, electron beam curing equipment and amorphous metals.
This segment accounted for approximately 15% of AlliedSignal's 1998 total sales.
Turbine Technologies. AlliedSignal's Turbine Technologies segment provides
products based on technologically advanced turbine applications. Turbine
Technologies' products include:
auxilary power units for commercial and regional airlines and business and
military aircraft;
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<PAGE>
turbofan, turboshaft and turboprop propulsion engines for business
aviation, regional airlines, military aircraft and marine and industrial
markets; and
turbochargers, charged air coolers, radiators and complete cooling modules
for passenger cars, racecars, trucks, buses, agricultural equipment,
diesel locomotives and marine, mining, construction, military, aviation,
and power generation applications.
This segment accounted for approximately 24% of AlliedSignal's 1998 total sales.
Performance Polymers. AlliedSignal's Performance Polymers segment
manufactures high performance fibers, specialty films, plastics and intermediate
chemicals such as caprolactam, the base chemical used to make nylon. These
products have broad applications in industries such as commercial and
residential carpeting, autos and auto components, food and pharmaceutical
packaging, specialty chemicals and electronics. This segment accounted for
approximately 13% of AlliedSignal's 1998 total sales.
Transportation Products. AlliedSignal's Transportation Products segment
provides parts, supplies and systems for vehicles to both original equipment
manufacturers and aftermarket customers. Transportation Products manufactures
and distributes:
well-recognized consumer-branded automotive products for aftermarket
customers, as well as to automotive original equipment manufacturers and
installers, such as oil and air filters (FRAM'r'), spark plugs
(Autolite'r') and car care products including antifreeze, windshield
washer fluids and waxes, washes and specialty cleaners (for example,
Prestone'r' and Simoniz'r');
brake friction materials, including disc brake pads and drum brake
linings, and aftermarket brake hard parts, used for a broad range of car,
truck, railway and aerospace applications worldwide; and
air brake and filtration systems and components for heavy-duty trucks,
tractors, trailers, buses and other commercial vehicles sold through a
joint venture owned 65% by AlliedSignal and 35% by Knorr-Bremse AG of
Germany.
This segment accounted for approximately 16% of AlliedSignal's 1998 total sales.
COMBINATION WITH HONEYWELL INC.
On June 7, 1999, AlliedSignal and Honeywell announced that they had entered
into a merger agreement providing for the combination of the two companies.
Under this agreement, AlliedSignal will be renamed Honeywell International Inc.
at the effective time of the combination. When the combination is completed,
Honeywell shareowners will be entitled to receive 1.875 shares of Honeywell
International common stock for each share of Honeywell common stock plus cash in
lieu of any fractional shares. Blossom Acquisition Corp., a wholly owned
subsidiary of AlliedSignal, will merge with and into Honeywell at the effective
time of the combination, and Honeywell will become a wholly owned subsidiary of
Honeywell International. The headquarters of Honeywell International will remain
in Morris Township, New Jersey at the current location of AlliedSignal's
headquarters.
The combination with Honeywell is subject to approval by both AlliedSignal
and Honeywell shareowners and by European Commission and U.S. antitrust
regulators, as well as to other customary conditions. We expect that the
combination will be completed during the fall of 1999.
Founded in 1885, Honeywell is one of the leading technology and controls
companies in the world, serving customers in homes, commercial buildings, the
industrial arena and space and aviation. Honeywell's home and building control
business is a global provider of comfortable, healthy, safe and energy-efficient
indoor environments, offering more than 3,500 products to both the consumer
market and the building industry. The industrial control business of Honeywell
is a worldwide leader in automation solutions from sensors to integrated
systems, serving industries such as hydrocarbon processing, chemicals and pulp
and paper. Honeywell's space and aviation control business is a leading supplier
of avionics systems and products for the commercial,
4
<PAGE>
military and space markets with customers ranging from aircraft manufacturers
and business aircraft operators to prime space contractors and the U.S.
government.
For more information about the proposed combination with Honeywell, we
refer you to our joint proxy statement/prospectus dated July 23, 1999 that we
filed with the SEC (Registration No. 333-82049), a copy of which is available to
you upon request. See 'Where You Can Find More Information About AlliedSignal'.
We will provide updated information about the combination with Honeywell in the
prospectus supplement relating to a series of debt securities.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the historical ratios of earnings to fixed
charges and preferred stock dividends of AlliedSignal for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
- -------------------- -------------------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
11.25 10.75 9.41 8.20 7.28 6.25 6.21
</TABLE>
The ratio of earnings to fixed charges is generally computed by dividing
the sum of net income, income taxes and fixed charges (net of capitalized
interest) less undistributed equity income by fixed charges. Fixed charges
represent gross interest and amortization of debt discount and expense and the
interest factor of all rentals, consisting of an appropriate interest factor on
operating leases.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, the net
proceeds we receive from the sale of the securities offered by this prospectus
and the accompanying prospectus supplement will be used for general corporate
purposes. General corporate purposes may include the repayment of debt,
investments in or extensions of credit to our subsidiaries, or the financing of
possible acquisitions or business expansion. The net proceeds may be invested
temporarily or applied to repay short-term debt until they are used for their
stated purpose.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the debt securities sets forth
certain general terms that may apply to the debt securities. The particular
terms of any debt securities will be described in the related prospectus
supplement.
GENERAL
Debt securities will be our unsecured, unsubordinated debt securities. They
will be issued under an indenture dated as of October 1, 1985, as amended by a
first supplemental indenture dated as of February 1, 1991 and a second
supplemental indenture dated as of November 1, 1997, between us and The Chase
Manhattan Bank, as trustee.
The following summary of certain provisions of the indenture is not
complete. You should refer to the indenture (including the amendments to it)
which are exhibits to the registration statement of which this prospectus is a
part (Registration No. 333- ). The indenture has been qualified under the
Trust Indenture Act. Section references below are to the section in the
indenture. The referenced sections of the indenture and the definitions of
capitalized terms in the indenture are incorporated by reference in this
prospectus.
The indenture does not limit the amount of debt that we may issue.
The indenture provides that debt securities may be issued thereunder up
to the principal amount authorized by us from time to time.
We have issued $1,609,760,000 principal amount of debt securities under our
existing indenture with The Chase Manhattan Bank as of the date of this
prospectus.
5
<PAGE>
The debt securities may be issued in one or more separate series. The
prospectus supplement relating to the particular series of debt securities being
offered will specify the particular amounts, prices and terms of those debt
securities. These terms may include:
the title and type of the debt securities;
any limit on the aggregate principal amount or aggregate initial offering
price of the debt securities and the amount payable upon acceleration;
the purchase price of the debt securities;
the dates on which the principal of the debt securities will be payable;
the interest rates (including the interest rates, if any, applicable to
overdue payments) of the debt securities, or the method for determining
those rates, and the interest payment dates for the debt securities;
the places where payments may be made on the debt securities;
any mandatory or optional redemption provisions applicable to the debt
securities;
any sinking fund or analogous provisions applicable to the debt
securities;
the authorized denominations of the debt securities, if other than $1,000
and integral multiples of $1,000;
if other than U.S. dollars, the currency, currencies or composite
currencies, in which purchase price and/or payments on the debt securities
will be payable (which currencies may be different for principal, premium
and interest payments);
any conversion or exchange provisions applicable to the debt securities;
any additional events of default applicable to the debt securities not set
forth in the indenture; and
any other specific terms of the debt securities.
Some of the debt securities may be issued as original issue discount debt
securities. Original issue discount debt securities bear no interest or bear
interest at below-market rates and will be sold at a discount below their stated
principal amount. The prospectus supplement will also contain any special tax,
accounting or other information relating to original issue discount debt
securities or relating to certain other kinds of debt securities that may be
offered, including debt securities linked to an index or payable in currencies
other than U.S. dollars.
The debt securities will be issued only in fully registered form without
coupons. The indenture also provides that debt securities of a series may be
issued as permanent global debt securities. See ' -- Permanent Global Debt
Securities' and 'Book-Entry Issuance' below. No service charge will be made for
any transfer or exchange of debt securities, but we may require payment of any
taxes or other governmental charges.
Principal of and any premium and interest on the debt securities will be
payable at the corporate trust office of the trustee in New York City. Transfers
or exchanges of debt securities may be made at the same location. Payment of
interest on any debt securities may be made at our option by check mailed to the
registered holders of the debt securities at their registered addresses. In
connection with any payment on a debt security, we may require the holder to
certify information to us. In the absence of such certification, we may rely on
any legal presumption to determine whether we must deduct or withhold taxes,
assessments or governmental charges from a payment.
We may at any time repurchase debt securities at any price on the open
market or otherwise. We may in our discretion hold, resell or surrender to the
trustee for cancellation any debt securities that we acquire.
6
<PAGE>
COVENANTS
The indenture does not limit our ability to enter into highly leveraged
transactions, nor does it provide special protection to holders of debt
securities in the event of such transactions. The indenture does not provide
special protection in the event of a sudden and dramatic decline in our credit
quality resulting from a takeover, recapitalization or similar restructuring. In
addition, the indenture does not limit the amount of indebtedness incurred by
our subsidiaries. The covenants contained in the indenture are set forth below.
Limitation on Liens. In the indenture, we covenant not to issue, assume or
guarantee any indebtedness for borrowed money secured by liens on
any property located in the United States which is
-- in the opinion of our board of directors, a principal manufacturing
property, or
-- an oil, gas or mineral producing property, or
any shares of capital stock or indebtedness of any subsidiary owning such
property,
without equally and ratably securing the debt securities, subject to certain
exceptions specified in the indenture. These exceptions include:
existing liens on our property or liens on property of corporations at the
time such corporations become subsidiaries of or are merged with us;
liens existing on property when acquired, or incurred to finance the
purchase price thereof;
certain liens on property to secure the cost of exploration, drilling or
development of, or improvements on, such property;
certain liens in favor of or required by contracts with governmental
entities; and
indebtedness secured by liens otherwise prohibited by such covenant not
exceeding 10% of the consolidated net tangible assets of AlliedSignal and
our consolidated subsidiaries (Sections 101 and 1005).
Transfers of oil, gas or other minerals in place for a period of time until the
transferee receives a specified amount of money or of such minerals or any other
transfers commonly referred to as 'production payments,' are outside the scope
of this covenant and are permitted without restriction.
Limitation on Sale and Lease-Back Transactions. We also covenant not to
enter into any sale and lease-back transaction covering any property located in
the United States which is
in the opinion of our board of directors, a principal manufacturing
property, or
an oil, gas or mineral producing property,
unless:
we would be entitled under the provisions described under ' -- Limitation
on Liens' to incur debt equal to the value of such sale and lease-back
transaction, secured by liens on the property to be leased, without
equally securing the outstanding debt securities; or
we, during the four months following the effective date of such sale and
lease-back transaction, apply an amount equal to the value of such sale
and lease-back transaction to the voluntary retirement of long-term
indebtedness of AlliedSignal or our subsidiaries (Sections 101 and 1006).
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may, without the consent of the holders of any debt securities,
consolidate or merge with any other person or transfer or lease all or
substantially all of our assets to another person or permit another corporation
to merge into AlliedSignal, provided that:
the successor is a person organized under U.S. law;
7
<PAGE>
the successor person, if not AlliedSignal, assumes our obligations on the
debt securities and under the indenture;
after giving effect to the transaction, no event of default, and no event
which, after notice or lapse of time or both, would become an event of
default, shall have occurred and be continuing; and
certain other conditions are met (Section 801A).
DEFEASANCE PROVISIONS
The indenture contains a provision that, if made applicable to any series
of debt securities, permits us to elect:
(1) to defease and be discharged from all of our obligations (except for
certain obligations to register the transfer or exchange of debt
securities, to replace stolen, lost or mutilated debt securities, to
maintain paying agencies and to hold moneys for payment in trust) with
respect to any series of debt securities denominated and payable in
U.S. dollars then outstanding ('defeasance'); and/or
(2) to be released from our obligations under the covenants set forth in
Sections 1005 (limitation on liens) and 1006 (limitation on sale and
lease-back transactions) and from the consequences of an event of
default resulting from a breach of those covenants or a cross-default
('covenant defeasance') (Sections 403 and 1008).
To elect defeasance or covenant defeasance, we must deposit in trust with
the trustee money and/or U.S. government obligations (which are direct
obligations of the United States backed by its full faith and credit) which
through the payment of principal and interest in accordance with their terms
will provide sufficient money, without reinvestment, to repay in full those debt
securities, including any sinking fund obligations (Section 101). As a condition
to defeasance or covenant defeasance, we must deliver to the trustee an opinion
of counsel that the holders of the debt securities will not recognize income,
gain or loss for Federal income tax purposes as a result of the defeasance or
covenant defeasance. In the case of defeasance under clause (1) above, that
opinion must refer to and be based upon a ruling received by us from the
Internal Revenue Service or published as a revenue ruling or upon a change in
applicable Federal income tax law, and such defeasance may not result in any
series of debt securities, if it is listed for trading on the New York Stock
Exchange, being delisted.
Under Federal income tax law as of the date of this prospectus, defeasance
would likely be treated as a taxable exchange of debt securities for interests
in the defeasance trust. As a result, a holder would recognize gain or loss
equal to the difference between the holder's cost or other tax basis for the
debt securities and the value of the holder's proportionate interest in the
defeasance trust. That holder would thereafter be required to include in income
a proportionate share of the income, gain or loss, as the case may be, of the
defeasance trust. Under Federal income tax law as of the date of this
prospectus, covenant defeasance would ordinarily not be treated as a taxable
exchange of debt securities. Purchasers of debt securities should consult their
own advisors as to the tax consequences to them of defeasance and covenant
defeasance, including the applicability and effect of tax laws other than the
Federal income tax law.
If we exercise our covenant defeasance option with respect to a particular
series of debt securities, then even if there were a default under the related
covenant, payment of those debt securities could not be accelerated. We may
exercise our defeasance option with respect to a particular series of debt
securities even if we previously had exercised our covenant defeasance option.
If we exercise our defeasance option, payment of those debt securities may not
be accelerated because of any event of default. If we exercise our defeasance
option or covenant defeasance option and an acceleration were to occur, the
realizable value at the acceleration date of the money and U.S. government
obligations in the defeasance trust could be less than the principal and
interest then due on those debt securities. This is because the required deposit
of money and/or U.S. government obligations in the defeasance trust is based
upon scheduled cash flows rather than market value, which will vary depending
upon interest rates and other factors.
8
<PAGE>
MODIFICATION
We and the trustee may make modifications and amendments to the indenture
with the consent of the holders of not less than a majority in principal amount
of each series of outstanding debt securities affected by the modification or
amendment. Without the consent of each affected holder, no modification may:
change the stated maturity of any debt securities;
reduce the principal amount of any debt securities;
reduce the rate or extend the time of payment of interest or any premium
of any debt securities;
impair the right to institute suit for the enforcement of any payment on
or after its due date; or
reduce the percentage of the principal amount of debt securities required
to approve any supplemental indenture or any waiver under the indenture
(Section 902).
We and the trustee may amend the indenture without the consent of the
holders of debt securities:
to reflect our merger with another person;
to replace the trustee;
to issue a new series of debt securities;
to effect modifications that do not adversely affect any outstanding
series of debt securities; and
for certain other purposes (Section 901).
Any modification of the indenture subordinating any series of debt
securities issued under it to any other indebtedness of AlliedSignal will not be
effective without each holder's consent.
EVENTS OF DEFAULT; WAIVER
An event of default with respect to any series of debt securities will
occur under the indenture if:
we fail to pay principal of or any premium on the series, except for
principal due upon sinking fund redemptions;
we fail to pay any installment of interest on the series for a period of
30 days;
we fail to pay any sinking fund redemption on the series for a period of
30 days;
we fail to perform any other covenant in the indenture for 90 days after
notice;
we or a court take certain actions relating to the bankruptcy, insolvency
or reorganization of AlliedSignal for the benefit of our creditors; or
any other event of default specified with respect to debt securities of
that series as described in the applicable prospectus supplement occurs
(Section 501).
No event of default with respect to a particular series of debt securities
issued under the indenture necessarily constitutes an event of default with
respect to any other series of debt securities (Section 501).
On the occurrence of an event of default with respect to a series of debt
securities, the trustee or the holders of at least 25% in principal amount at
maturity of such series of debt securities then outstanding may declare the
principal, or in the case of debt securities sold at an original issue discount,
the amount specified in the terms thereof, to be due and payable immediately
(Section 501).
Subject to certain conditions, the declaration described in the preceding
paragraph may be annulled and past defaults, except uncured payment defaults and
certain other specified defaults, may be waived by the holders of not less than
a majority in aggregate principal amount at
9
<PAGE>
maturity of outstanding debt securities of the series affected by any event of
default (Sections 501, 502 and 507).
Upon payment of the principal amount in respect of an event of default on
any series of debt securities, together with any premium or interest due
thereon, all of our obligations in respect to payment of indebtedness on such
debt securities will terminate (Section 401).
The indenture requires the trustee to, within 90 days after the occurrence
of a default with respect to any outstanding series of debt securities, give the
holders of that series notice of the default if uncured. The trustee may
withhold this notice of default, except for default in the payment of principal
of or any premium or interest on, or of any sinking fund payment with respect
to, such series of debt securities, if it considers such withholding to be in
the interest of holders of debt securities (Section 508).
We are required annually to file with the trustee a certificate stating
that no default exists under the indenture, or specifying the nature and status
of any default (Section 1004).
Subject to provisions relating to its duties in case of default, the
trustee is under no obligation to exercise any of its rights or powers under the
indenture at the request, order or direction of any holders of debt securities
unless such holders of debt securities shall have offered to the trustee
reasonable security or indemnity (Section 603). Subject to that provision for
security or indemnification, the holders of a majority in principal amount of
the debt securities of any series then outstanding will have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to, or exercising any trust or power conferred on, the trustee with respect to
the debt securities of that series (Section 504).
INFORMATION CONCERNING THE TRUSTEE UNDER THE INDENTURE
We and some of our subsidiaries and affiliates maintain deposits with, and
conduct other banking transactions with, The Chase Manhattan Bank in the
ordinary course of business. These include:
The Chase Manhattan Bank is the trustee under the indenture under which
our Serial Zero Coupon Bonds Due through 2009 are outstanding.
The Chase Manhattan Bank is fiscal agent for our 8% Bonds Due May 15,
2006.
The Chase Manhattan Bank is a lender under one of our revolving credit
agreements with a group of banks. The Chase Manhattan Bank has a
commitment of $50 million under this revolving credit agreement.
PERMANENT GLOBAL DEBT SECURITIES
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with a depositary
or its nominee identified in the related prospectus supplement (Section 203).
Unless otherwise indicated in the related prospectus supplement, any such
depositary will be DTC. Unless otherwise provided in the related prospectus
supplement, a global security may not be transferred except as a whole to the
depositary, a nominee of the depositary or their successors unless it is
exchanged in whole or in part for debt securities in individually certificated
form. For a description of the depositary arrangements, see 'Book-Entry
Issuance'. Any additional terms of the depositary arrangement with respect to
any series of debt securities and the rights of and limitations on owners of
beneficial interests in a global security representing a series of debt
securities may be described in the related prospectus supplement.
BOOK-ENTRY ISSUANCE
Most series of debt securities will be book-entry securities. Upon
issuance, all book-entry securities of the same issue will be represented by one
or more fully registered global securities, without interest coupons. Each
global security will be deposited with, or on behalf of, The Depository Trust
Company or 'DTC', a securities depository, and will be registered in the name of
10
<PAGE>
DTC or a nominee of DTC. DTC will thus be the only registered holder of these
debt securities and will be considered the sole owner of the securities for
purposes of the indenture.
Purchasers may only hold interests in the global securities through DTC if
they are a participant in the DTC system. Purchasers may also hold interests
through a securities intermediary -- banks, brokerage houses and other
institutions that maintain securities accounts for customers -- that has an
account with DTC or its nominee. DTC will maintain accounts showing the
securities holdings of its participants, and these participants will in turn
maintain accounts showing the securities holdings of their customers. Some of
these customers may themselves be securities intermediaries holding debt
securities for their customers. Thus, each beneficial owner of a book-entry
security will hold that security indirectly through a hierarchy of
intermediaries, with DTC at the 'top' and the beneficial owner's own securities
intermediary at the 'bottom.'
The securities of each beneficial owner of a book-entry security will be
evidenced solely by entries on the books of the beneficial owner's securities
intermediary. The actual purchaser of the securities will generally not be
entitled to have the securities represented by the global securities registered
in its name and will not be considered the owner under the indenture. In most
cases, a beneficial owner will also not be able to obtain a paper certificate
evidencing the holder's ownership of securities. The book-entry system for
holding securities eliminates the need for physical movement of certificates.
The laws of some jurisdictions require some purchasers of securities to take
physical delivery of their securities in definitive form. These laws may impair
the ability to transfer book-entry securities.
Unless otherwise specified in the prospectus supplement with respect to a
series of debt securities, a beneficial owner of book-entry securities
represented by a global security may exchange the securities for definitive or
paper securities only if:
DTC is unwilling or unable to continue as depositary for such global
security and AlliedSignal is unable to find a qualified replacement for
DTC within 90 days;
at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934; or
AlliedSignal in its sole discretion decides to allow some or all
book-entry securities to be exchangeable for definitive securities in
registered form.
Any global security that is exchangeable will be exchangeable in whole for
definitive securities in registered form, with the same terms and of an equal
aggregate principal amount, in denominations of $1,000 and whole multiples of
$1,000. Definitive notes will be registered in the name or names of the person
or persons specified by DTC in a written instruction to the registrar of the
securities. DTC may base its written instruction upon directions it receives
from its participants.
In this prospectus and the accompanying prospectus supplement, for
book-entry securities, references to actions taken by security holders will mean
actions taken by DTC upon instructions from its participants, and references to
payments and notices of redemption to security holders will mean payments and
notices of redemption to DTC as the registered holder of the securities for
distribution to participants in accordance with DTC's procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a 'clearing
corporation' within the meaning of the New York Uniform Commercial Code and a
'clearing agency' registered under section 17A of the Securities Exchange Act of
1934. The rules applicable to DTC and its participants are on file with the SEC.
DTC's management is aware that some computer applications, systems, and the
like for processing data that are dependent upon calendar dates, including dates
before, on, and after January 1, 2000, may encounter 'Year 2000 problems.' DTC
has informed its participants and other members of the financial community that
it has developed and is implementing a program so that its systems, as they
relate to the timely payment of distributions to securityholders, book-entry
deliveries, and settlement of trades within DTC, continue to function
appropriately. This
11
<PAGE>
program includes a technical assessment and a remediation plan, each of which is
complete. Additionally, DTC's plan includes a testing phase, which is expected
to be completed within appropriate time frames.
AlliedSignal will not have any responsibility or liability for any aspect
of the records relating to, or payments made on account of, beneficial ownership
interests in the book-entry securities or for maintaining, supervising or
reviewing any records relating to the beneficial ownership interests.
PLAN OF DISTRIBUTION
We may sell the debt securities:
through underwriters,
through agents, or
directly to a limited number of institutional purchasers or to a single
purchaser.
The prospectus supplement will set forth the terms of the offering of the
debt securities, including the following:
the name or names of any underwriters;
the purchase price and the proceeds we will receive from the sale;
any underwriting discounts and other items constituting underwriters'
compensation;
any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers; and
any securities exchanges on which the debt securities of the series may be
listed.
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The debt
securities may be either offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate. The
obligations of the underwriters to purchase debt securities will be subject to
conditions precedent and the underwriters will be obligated to purchase all the
debt securities of a series if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Debt securities may be sold directly by us or through agents designated by
us from time to time. Any agent involved in the offer or sale of the debt
securities in respect of which this prospectus is delivered will be named, and
any commissions payable by us to that agent will be set forth, in the prospectus
supplement. Unless otherwise indicated in the prospectus supplement, any agent
will be acting on a best efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types
of institutions to purchase debt securities from us at the public offering price
set forth in the prospectus supplement pursuant to delayed delivery contracts.
These contracts will provide for payment and delivery on a specified date in the
future. The conditions to these contracts and the commissions payable for
solicitation of such contracts will be set forth in the applicable prospectus
supplement.
Agents and underwriters may be entitled to indemnification by us against
civil liabilities arising out of this prospectus, including liabilities under
the Securities Act of 1933, or to contribution with respect to payments which
the agents or underwriters may be required to make relating to those
liabilities.
Each series of debt securities will be a new issue of securities with no
established trading market. Any underwriter may make a market in the debt
securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any debt securities.
12
<PAGE>
Agents and underwriters may be engaged in transactions with, or perform
commercial or investment banking or other services for, us or our subsidiaries
or affiliates, in the ordinary course of business.
We estimate that our expenses associated with this offering will be
approximately $0.8 million, excluding underwriting discounts and commissions.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 1998
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
auditing and accounting.
With respect to the unaudited consolidated financial information of
AlliedSignal for the three-month periods ended March 31, 1999 and 1998 and the
three-month and six-month periods ended June 30, 1999 and 1998 incorporated by
reference in this prospectus, PricewaterhouseCoopers LLP reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate reports dated May 13, 1999
and August 11, 1999 incorporated by reference in this prospectus, state that
they did not audit and did not express an opinion on that unaudited consolidated
financial information. Accordingly, the degree of reliance on their report on
such information should be restricted in light of the limited nature of the
review procedures applied. PricewaterhouseCoopers LLP is not subject to the
liability provisions of Section 11 of the Securities Act for their report on the
unaudited consolidated financial information because that report is not a
'report' or a 'part' of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Securities Act.
LEGAL OPINIONS
Certain legal matters will be passed upon for AlliedSignal by J. Edward
Smith, Assistant General Counsel, Corporate and Finance, of AlliedSignal, and
for any underwriters by Cravath, Swaine & Moore, New York, New York. Mr. Smith
beneficially owns shares of AlliedSignal common stock and has options to acquire
additional shares of AlliedSignal common stock granted under option plans of
AlliedSignal.
In the opinions described above, certain assumptions will be made regarding
future action required to be taken by AlliedSignal and others in connection with
the issuance and sale of any particular offered debt securities, the specific
terms of those offered debt securities and other matters which may affect the
validity of those offered debt securities but which cannot be ascertained on the
date of the relevant opinion.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... 222,400
Printing.................................................... 100,000*
Legal Fees and Expenses..................................... 10,000*
Accountants' Fees and Expenses.............................. 10,000*
Trustees' Fees and Expenses................................. 10,000*
Rating Agency Fees.......................................... 400,000*
Miscellaneous Expenses...................................... 12,600*
--------
Total.................................................. $765,000*
--------
--------
</TABLE>
- ------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (DGCL) provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement in connection with specified actions, suits,
proceedings whether civil, criminal, administrative, or investigative (other
than action by or in the right of the corporation -- a 'derivative action'), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, shareowner vote, agreement, or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its shareowners for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the corporation or its shareowners,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payment of unlawful dividends or unlawful
stock purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Under Article ELEVENTH of AlliedSignal's Restated Certificate of
Incorporation, each person who is or was a director or officer of AlliedSignal,
and each director or officer of AlliedSignal who serves or served any other
enterprise or organization at the request of AlliedSignal, shall be indemnified
by AlliedSignal to the full extent permitted by the DGCL.
Under the DGCL, to the extent that such a person is successful on the
merits or otherwise in defense of a suit or proceeding brought against such
person by reason of the fact that such person is or was a director or officer of
AlliedSignal, or serves or served any other enterprise or organization at the
request of AlliedSignal, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit,
or if such a suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of AlliedSignal, and with respect to any criminal action, had no
reasonable cause to believe such person's conduct was unlawful.
II-1
<PAGE>
If unsuccessful in defense of a suit brought by or in the right of
AlliedSignal, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of AlliedSignal except that if such a person
is adjudged to be liable in such suit to AlliedSignal, such person cannot be
made whole even for expenses unless the court determines that such person is
fairly and reasonably entitled to indemnity for such expenses.
In addition, AlliedSignal maintains directors' and officers' reimbursement
and liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities laws.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<C> <S>
1.1 --Underwriting Agreements for issuances of debt securities
(to be filed by amendment or on a Current Report on Form
8-K at the time of offer).
3.1 --AlliedSignal's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3(i) to
AlliedSignal's Form 10-Q for the quarter ended March 31,
1997).
3.2 --AlliedSignal's By-laws, as amended (incorporated by
reference to Exhibit 3(ii) to AlliedSignal's Form 10-Q for
the quarter ended March 31, 1996).
4.1 --Indenture dated as of October 1, 1985 relating to debt
securities between AlliedSignal and The Chase Manhattan
Bank, as Trustee (filed herewith).
4.2 --First Supplemental Indenture dated as of February 1, 1991
relating to debt securities between AlliedSignal and The
Chase Manhattan Bank, as Trustee (filed herewith).
4.3 --Second Supplemental Indenture dated as of November 1,
1997 relating to debt securities between AlliedSignal and
The Chase Manhattan Bank, as Trustee (Incorporated by
reference to Exhibit 4.5 to Amendment No. 2 to
Registration Statement No. 33-04551).
5.1 --Opinion of J. Edward Smith, Esq., with respect to the
legality of the debt securities being registered hereby
(filed herewith).
12 --Statement of Computation of AlliedSignal's ratio of
earnings to fixed charges (filed herewith).
15 --Independent Accountants' Acknowledgment Letter as to the
incorporation of their reports relating to unaudited
interim financial information (filed herewith).
23.1 --Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 --The consent of J. Edward Smith, Esq. is contained in his
opinion filed as Exhibit 5.1 to this registration
statement.
24 --Powers of Attorney (filed herewith).
25.1 --Form T-1 Statement of Eligibility and Qualification of
The Chase Manhattan Bank with respect to the Indenture
(filed herewith).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
II-2
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(b) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(6) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act of 1939, as amended ('Trust Indenture Act') in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture Act.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Morris, State of New Jersey, on the 30th day of
August, 1999.
ALLIEDSIGNAL INC.
By: /s/ RICHARD F. WALLMAN
.................................
RICHARD F. WALLMAN
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Director, Chairman of the Board and
.......................................... Chief Executive Officer
LAWRENCE A. BOSSIDY
* Director
.........................................
HANS W. BECHERER
* Director
.........................................
MARSHALL N. CARTER
* Director
.........................................
ANN M. FUDGE
* Director
.........................................
ROBERT P. LUCIANO
* Director
.........................................
ROBERT B. PALMER
* Director
.........................................
RUSSELL E. PALMER
* Director
.........................................
FREDERIC M. POSES
* Director
.........................................
IVAN G. SEIDENBERG
* Director
.........................................
ANDREW C. SIGLER
* Director
.........................................
JOHN R. STAFFORD
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Director
.........................................
THOMAS P. STAFFORD
* Director
.........................................
ROBERT C. WINTERS
* Director
.........................................
HENRY T. YANG
/s/ RICHARD F. WALLMAN Senior Vice President and Chief August 30, 1999
......................................... Financial Officer
RICHARD F. WALLMAN (Principal Financial Officer)
/s/ RICHARD J. DIEMER, JR. Vice President and Controller August 30, 1999
......................................... (Chief Accounting Officer)
RICHARD J. DIEMER, JR.
* By: /s/ RICHARD F. WALLMAN August 30, 1999
.........................................
RICHARD F. WALLMAN,
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
1.1 --Underwriting Agreements for issuances of debt securities
(to be filed by amendment or on a Current Report on Form
8-K at the time of offer).
3.1 --AlliedSignal's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3(i) to
AlliedSignal's Form 10-Q for the quarter ended March 31,
1997).
3.2 --AlliedSignal's By-laws, as amended (incorporated by
reference to Exhibit 3(ii) to AlliedSignal's Form 10-Q for
the quarter ended March 31, 1996).
4.1 --Indenture dated as of October 1, 1985 relating to debt
securities between AlliedSignal and The Chase Manhattan
Bank, as Trustee (filed herewith).
4.2 --First Supplemental Indenture dated as of February 1, 1991
relating to debt securities between AlliedSignal and The
Chase Manhattan Bank, as Trustee (filed herewith).
4.3 --Second Supplemental Indenture dated as of November 1,
1997 relating to debt securities between AlliedSignal and
The Chase Manhattan Bank, as Trustee (Incorporated by
reference to Exhibit 4.5 to Amendment No. 2 to
Registration Statement No. 33-04551).
5.1 --Opinion of J. Edward Smith, Esq., with respect to the
legality of the debt securities being registered hereby
(filed herewith).
12 --Statement of Computation of AlliedSignal's ratio of
earnings to fixed charges (filed herewith).
15 --Independent Accountants' Acknowledgment Letter as to the
incorporation of their reports relating to unaudited
interim financial information (filed herewith).
23.1 --Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 --The consent of J. Edward Smith, Esq. is contained in his
opinion filed as Exhibit 5.1 to this registration
statement.
24 --Powers of Attorney (filed herewith).
25.1 --Form T-1 Statement of Eligibility and Qualification of
The Chase Manhattan Bank with respect to the Indenture
(filed herewith).
</TABLE>
STATEMENT OF DIFFERENCES
------------------------
The registered trademark symbol shall be expressed as..................... 'r'
The section symbol shall be expressed as.................................. 'SS'
<PAGE>
Exhibit 4.1
EXECUTION COPY
ALLIED-SIGNAL INC.
AND
THE CHASE MANHATTAN BANK
(National Association), as Trustee
----------------
INDENTURE
Dated as of October 1, 1985
----------------
Providing for issuance of debt securities in series
================================================================================
<PAGE>
ALLIED-SIGNAL INC.
Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture, dated as of October 1, 1985
<TABLE>
<CAPTION>
Trust
Indenture
Act Section Indenture Section
----------- -----------------
<S> <C>
'SS' 310(a)(1)............................................609
(a)(2)............................................609
a (a)(3)............................................Not Applicable
(a)(4)............................................Not Applicable
(b)...............................................608, 610
(c)...............................................Not Applicable
'SS' 311(a)...............................................613(a)
(b)...............................................613(b)
(b)(2)............................................703(a)(2), 703(b)
'SS' 312(a)...............................................701
..................................................702(a)
(b)...............................................702(b)
(c)...............................................702(c)
'SS' 313(a)...............................................703(a)
(b)(1)............................................Not Applicable
(b)(2)............................................703(b)
(c)...............................................703(a), 703(b)
(d)...............................................703(c)
'SS' 314(a)(1)............................................704(1)
(a)(2)............................................704(2)
(a)(3)............................................704(3)
(b)...............................................Not Applicable
(c)(1)............................................102
(c)(2)............................................102
(c)(3)............................................Not Applicable
(d)...............................................Not Applicable
(e)...............................................102
'SS' 315(a)...............................................601(a), 601(c)
(b)...............................................602
..................................................703(a)(6)
(c)...............................................601(b)
(d)...............................................601(c)
(d)(1)............................................601(a)
..................................................601(c)(1)
(d)(2)............................................601(c)(2)
(d)(3)............................................601(c)(3)
(e)...............................................509
'SS' 316(a)...............................................101
(a)(1)(A).........................................502
..................................................507
(a)(1)(B).........................................507
(a)(2)............................................Not Applicable
(b)...............................................504
'SS' 317(a)(1)............................................503, 505
(a)(2)............................................505
(b)...............................................1003
'SS' 318(a)...............................................107
</TABLE>
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Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>
TABLE OF CONTENTS
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PARTIES......................................................................1
RECITALS OF THE CORPORATION..................................................1
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section
- -------
101.Definitions.........................................................1
Act.................................................................2
Applicable Debenture................................................2
Board of Directors..................................................2
Board Resolution....................................................2
Business Day........................................................2
Commission..........................................................2
Component Currency..................................................2
Consolidated Net Tangible Assets....................................2
Conversion Date.....................................................3
Corporation.........................................................3
Corporation Request: Corporation Order.............................3
Corporate Trust Office..............................................3
Coupon..............................................................3
Coupon Debenture....................................................3
Debenture...........................................................3
Debentureholder.....................................................3
Debenture Register: Debenture Registrar............................3
Debt................................................................4
Dollar..............................................................4
Dollar Equivalent of the ECU........................................4
Dollar Equivalent of the Foreign Currency...........................4
ECU.................................................................4
European Communities................................................4
Event of Default....................................................4
Exchange Rate Officer's Certificate.................................4
Foreign Currency....................................................4
Fully Registered Debenture..........................................4
Funded Debt.........................................................4
</TABLE>
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Holder.............................................................4
Indenture..........................................................4
Market Exchange Rate...............................................5
Maturity...........................................................5
Mortgage...........................................................5
Officer's Certificate..............................................5
Official ECU Exchange Rate.........................................5
Opinion of Counsel.................................................5
Original Issue Discount Debenture..................................5
Outstanding........................................................5
Paying Agent.......................................................6
Person ............................................................6
Place of Payment...................................................6
Pricing Committee..................................................6
Registered Debenture...............................................6
Registered Holder..................................................7
Responsible Officer................................................7
Restricted Property................................................7
Sale and Lease-Back Transaction....................................7
Specified Amount...................................................7
Stated Maturity....................................................7
Subsidiary.........................................................8
Trustee............................................................8
Trust Indenture Act or TIA.........................................8
Unregistered Debenture.............................................8
Valuation Date.....................................................8
102. Compliance Certificates and Opinions...............................8
103. Form of Documents Delivered to Trustee.............................9
104. Acts of Holders...................................................10
105. Notices, Etc., to Trustee and Corporation.........................11
106. Notices to Holders; Waiver........................................12
107. Conflict with Trust Indenture Act.................................12
108. Effect of Headings and Table of Contents..........................12
109. Successors and Assigns............................................12
110. Separability Clause...............................................13
111. Benefits of Indenture.............................................13
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112. Governing Law.....................................................13
113. Legal Holidays....................................................13
ARTICLE TWO
DEBENTURE FORMS
201. Forms Generally...................................................13
202. Form of Trustee's Certificate of
Authentication....................................................14
ARTICLE THREE
THE DEBENTURES
301. Amount Unlimited: Issuable in Series.............................15
302. Provisions Any Series May Contain.................................15
303. Execution, Authentication and Delivery and Dating.................17
304. Documents Required for Issuance of Debentures of any Series.......17
305. Temporary Debentures..............................................19
306. Registration, Transfer and Exchange...............................20
307. Mutilated, Destroyed, Lost and Stolen Debentures..................22
308. Payment of Interest...............................................23
309. Persons Deemed Owners.............................................25
310. Cancellation......................................................25
311. Currency and Manner Payments in Respect of Debentures.............26
312. Computation of Interest...........................................31
313. Compliance with Certain Laws and Regulations......................31
ARTICLE FOUR
SATISFACTION AND DISCHARGE
401. Satisfaction and Discharge of Indenture...........................32
402. Application of Trust Money........................................33
ARTICLE FIVE
REMEDIES
501. Event of Default..................................................33
502. Payment of Debentures on Default: Suit Therefor...................36
</TABLE>
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503. Application of Moneys Collected by Trustee........................38
504. Proceedings by Holders............................................40
505. Proceedings by Trustee............................................41
506. Remedies Cumulative and Continuing................................41
507. Direction of Proceedings and Waiver of
Defaults by Majority of Holders...................................42
508. Notice of Defaults................................................42
509. Undertaking to Pay Costs..........................................43
510. Waiver of Stay or Extension Laws..................................43
ARTICLE SIX
THE TRUSTEE
601. Certain Duties and Responsibilities...............................44
602. Notice of Defaults................................................45
603. Certain Rights of Trustee.........................................46
604. Not Responsible for Recitals or Issuance of Debentures............47
605. May Hold Debentures...............................................47
606. Money Held in Trust...............................................47
607. Compensation and Reimbursement....................................47
608. Disqualification; Conflicting Interests...........................48
(a) Elimination of Conflicting Interest
of Resignation..........................................48
(b) Notice of Failure to Eliminate
Conflicting Interest or Resign..........................48
(c) "Conflicting Interest" Defined..........................48
(d) Definitions of Certain Terms Used
in this Section.........................................53
(e) Calculation of Percentages of Securities................54
609. Corporate Trustee Required: Eligibility...........................55
610. Resignation and Removal: Appointment of Successor................55
611. Acceptance of Appointment by Successor............................57
612. Merger or Consolidation...........................................58
613. Preferential Collection of Claims Against
Corporation.......................................................59
(a) Segregation and Apportionment of
Certain Collections by Trustee:
Certain Exceptions......................................59
(b) Certain Creditor Relationships
Excluded from Segregation and
Appointment.............................................62
(c) Definitions of Certain Terms Used in
this Section............................................63
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ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION
701. Corporation to Furnish Trustee Names and
Addresses of Holders..............................................64
702. Preservation of Information: Communications
to Holders........................................................64
703. Reports by Trustee................................................66
704. Reports by Corporation............................................68
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
801. Corporation May Consolidate, Etc., Only on
Certain Terms.....................................................69
802. Successor Corporation Substituted.................................70
ARTICLE NINE
SUPPLEMENTAL INDENTURES
901. Supplemental Indentures without Consent
of Holders........................................................71
902. Supplemental Indentures with Consent of
Holders...........................................................71
903. Execution of Supplemental Indentures..............................72
904. Effect of Supplemental Indentures.................................73
905. Conformity with Trust Indenture Act...............................73
906. Reference in Debentures to Supplemental
Indentures........................................................73
ARTICLE TEN
COVENANTS
1001. Payment of Principal, Premium, and Interest.......................73
1002. Maintenance of Office or Agency...................................74
1003. Money for Debenture Payments to Be Held in Trust..................74
1004. Statement as to Compliance........................................76
1005. Limitation on Mortgages...........................................76
1006. Limitation on Sale and Lease-Back.................................78
1007. Waiver of Certain Covenants.......................................79
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ARTICLE ELEVEN
REDEMPTION OF DEBENTURES
1101. Reservation of Right to Redeem....................................79
1102. Election To Redeem................................................79
1103. Debentures Payable on Redemption Date.............................81
1104. Sinking Fund......................................................82
</TABLE>
TESTIMONIUM
SIGNATURES AND SEALS
ACKNOWLEDGMENTS
EXHIBIT A
EXHIBIT B
EXHIBIT C
<PAGE>
INDENTURE dated as of October 1, 1985, between ALLLIED-SIGNAL INC., a
Delaware corporation (hereinafter called the "Corporation"), having its
principal office at Columbia Road and Park Avenue, Morris Township, New Jersey
07960, and The Chase Manhattan Bank (National Association), a national banking
association organized and existing under the laws of the United States of
America (hereinafter called the "Trustee").
RECITALS OF THE CORPORATION
The Corporation has duly authorized the creation of multiple issues of its
debt securities (hereinafter called the "Debentures") of substantially the tenor
and amount hereinafter set forth and to provide therefor the Corporation has
duly authorized the execution and delivery of this Indenture.
All things necessary to make the Debentures, when executed by the
Corporation and authenticated and delivered hereunder and duly issued by the
Corporation, the valid obligations of the Corporation, and to make this
Indenture a valid agreement of the Corporation, in accordance with their and its
terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Debentures by the Holders thereof, it is mutually covenanted and agreed, for the
equal proportionate benefit of all Holders of the Debentures and Coupons, as
follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 101. Definitions.
For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular:
(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein:
<PAGE>
2
(3) all accounting terms not otherwise defined herein have the meanings
assigned to them from time to time in accordance with generally accepted
accounting principles; and
(4) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not any particular
Article, Section or other subdivision.
Certain terms, used principally in Article Six, are defined in that
Article.
"Act" when used with respect to any Holder has the meaning specified in
Section 104.
"Applicable Debenture" has the meaning specified in Section 501.
"Board of Directors" Means either the Board of Directors of the
Corporation or any duly authorized committee of that board.
"Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Corporation to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a legal holiday for banking institutions at the place where any
specified act pursuant to this Indenture is to occur.
"Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties on such date.
"Component Currency" has the meaning specified in Section 311.
"Consolidated Net Tangible Assets" means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities (excluding any thereof which are by their
terms extendible or renewable at the option of the obligor thereon to a time
more than 12 months after the time as of which the amount thereof is being
computed), and (b) all goodwill, trade names
<PAGE>
3
trademarks, patents, unamortized debt discount and expense and other like
intangible assets, all as set forth on the most recent balance sheet of the
Corporation and its consolidated Subsidiaries and computed in accordance with
generally accepted accounting principles.
"Conversion Date" has the meaning specified in Section 311.
"Corporation" means the Person named as the "Corporation" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Corporation" shall mean such successor corporation.
"Corporation Request" and "Corporation Order" mean, respectively, a
written request or order signed in the name of the Corporation by the Chairman
of the Board, the President, a Vice President (any reference herein to a Vice
President of the Corporation shall be deemed to include any Vice President of
the Corporation whether or not designated by a number or word or words added
before or after the title "Vice President" but shall not include any Assistant
Vice President), the Treasurer, an Assistant Treasurer or the Secretary, and
delivered to the Trustee.
"Corporate Trust Office" means the principal office of the Trustee in the
Borough of Manhattan. The City of New York, at which at any particular time its
corporate trust business shall be administered, except that with respect to
presentation of Debentures for payment or for registration of transfer or
exchange and the location of the Debenture Register, such term shall mean the
office or agency of the Trustee in said Borough at which, at any particular
time, its corporate agency business shall be conducted.
"Coupon" means any interest coupon appertaining to any Debenture.
"Coupon Debenture" means any Debenture authenticated and delivered with
one or more Coupons appertaining thereto.
"Debenture" means any note, bond, debenture, debt security or any other
evidence of indebtedness of any series authenticated and delivered from time to
time under this Indenture, and shall include any Debenture in global, temporary
or definitive form.
"Debentureholder" means a bearer of an Unregistered Debenture or a
Registered Holder of a Registered Debenture.
"Debenture Register" and "Debenture Registrar" have the respective
meanings specified in Section 306.
<PAGE>
4
"Debt" means any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.
"Dollar" means the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.
"Dollar Equivalent of the ECU" has the meaning specified in Section 311.
"Dollar Equivalent of the Foreign Currency" has the meaning specified
in Section 311.
"ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Communities.
"European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.
"Event of Default" has the meaning specified in Article Five.
"Exchange Rate Officer's Certificate" means a telex or a certificate
setting forth the applicable Official ECU Exchange Rate and the Dollar or
Foreign Currency amounts payable on the basis of such Official ECU Exchange Rate
in respect of the principal of, premium, if any, and interest on Registered
Debentures, sent (in the case of a telex) or signed (in the case of a
certificate) by the Treasurer or any Assistant Treasurer of the Corporation, and
delivered to the Trustee.
"Foreign Currency" means a currency issued by the government of any
country other than the United States.
"Fully Registered Debenture" means any Debenture registered as to
principal and interest, if any.
"Funded Debt" means indebtedness of the Corporation or a Subsidiary owning
Restricted Property maturing by its terms more than one year after the creation
thereof and ranking at least pari passu with the Debentures.
"Holder" when used with respect to any Debenture means any Debentureholder
and when used with respect to any Coupon means the bearer thereof.
"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more
<PAGE>
5
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof.
"Market Exchange Rate" has the meaning specified in Section 311.
"Maturity" when used with respect to any Debenture means the date on which
the principal thereof becomes due and payable as therein or herein provided,
whether at Stated Maturity or by declaration of acceleration, call for
redemption or otherwise.
"Mortgage" means any mortgage, lien, pledge or other encumbrance.
"Officer's Certificate" means a certificate signed by the Chairman of the
Board, the President, a Vice President, the Treasurer, an Assistant Treasurer or
the Secretary of the Corporation, and delivered to the Trustee.
"Official ECU Exchange Rate" applicable to any currency with respect to
any payment to be made hereunder means the exchange rate between the ECU and
such currency reported by the Commission of the European Communities (currently
based on the rates in effect at 2:30 p.m., Brussels time, on the relevant
exchange markets) or if such exchange rate ceases to be so reported, then such
exchange rate shall be determined by the Trustee using, in its sole discretion
and without liability on its part, quotations from one or more major banks in
New York City or such other quotations as the Trustee shall deem appropriate, on
the applicable record date.
"Opinion of Counsel" means a written opinion of counsel, who may (except
as otherwise expressly provided in this Indenture) be counsel for the
Corporation.
"Original Issue Discount Debenture" means any Debenture which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 501.
"Outstanding" when used with respect to Debentures means, as of the date
of determination, all Debentures theretofore authenticated and delivered under
this Indenture, except:
(i) Debentures theretofore cancelled and delivered to the Trustee or
delivered to the Trustee for cancellation:
(ii) Debentures or portions thereof for the payment of which money in
the necessary amount has been theretofore deposited with
<PAGE>
6
the Trustee or any Paying Agent (other than the Corporation) in trust or set
aside and segregated in trust by the Corporation (if the Corporation shall
act as its own Paying Agent) for the Holders of such Debentures; and
(iii) Debentures in exchange for or in lieu of which other Debentures
have been authenticated and delivered pursuant to this Indenture;
provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Debentures have given any request, demand,
authorization, direction, notice, consent or waiver hereunder. Debentures owned
by the Corporation or any other obligor upon the Debentures or any affiliate of
the Corporation or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Debentures which the Trustee knows to be so owned shall
be so disregarded. Debentures so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustees the pledgee's right so to act with respect to such Debentures and that
the pledgee is not the Corporation or any other obligor upon the Debentures or
any affiliate of the Corporation or such other obligor.
"Paying Agent" means any Person (which may include the Corporation)
authorized by the Corporation to pay the principal of or interest, if any, on
any Debenture on behalf of the Corporation.
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Place of Payment", when used with respect to the Debentures of any
series, means the place or places where the principal of and interest, if any,
of the Debentures of that series are payable as specified pursuant to Section
302.
"Pricing Committee" means the committee authorized and appointed by
resolution of the Board of Directors dated September 27, 1985 and any successor
thereto.
"Registered Debenture" means any Debenture registered as to principal
in the Debenture Register.
<PAGE>
7
"Registered Holder" when used with respect to a Registered Debenture means the
person in whose name such Debenture is registered in the Debenture Register.
"Responsible Officer" when used with respect to the Trustee means the
chairman of the board of directors, the president, any vice president (whether
or not designated by a number or a word or words added before or after the title
"vice president"), the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any senior trust
officer or trust officer, the controller and any assistant controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.
"Restricted Property" means (a) any property of the Corporation at the
time of issuance of the Debentures hereunder located within the United States of
America which is either (i) property which, in the opinion of the Corporation's
Board of Directors, is a principal manufacturing property or (ii) an oil, gas,
or mineral producing property, or (b) any shares of capital stock or
indebtedness of any Subsidiary owning any such property.
"Sale and Lease-Back Transaction" means any arrangement with any Person
(other than the Corporation or a Subsidiary), or to which any such Person is a
party, providing for the leasing to the Corporation or a Subsidiary owning
Restricted Property for a period of more than three years of any Restricted
Property owned at the date set forth in the first paragraph of this instrument,
which has been or is to be sold or transferred by the Corporation or such
Subsidiary owning Restricted Property to such Person, or to any other Person
(other than the Corporation or a Subsidiary) to which funds have been or are to
be advanced by such Person on the security of the leased property. It is
understood that arrangements pursuant to Section 168(f)(8) of the Internal
Revenue Code of 1954, as amended, or any successor provision having similar
effect are not included within this definition of Sale and Lease-Back
Transaction.
"Specified Amount" has the meaning specified in Section 311.
"Stated Maturity" when used with respect to any Debenture or any
installment of interest thereon means the date specified in such Debenture
<PAGE>
8
as the fixed date on which the principal of such Debenture or such installment
of interest is due and payable.
"Subsidiary" means any corporation (a) of which the Corporation directly
or indirectly owns or controls shares of stock at the time outstanding which
have under ordinary circumstances (not dependent upon the happening of a
contingency) voting power to elect a majority of the board of directors of said
corporation, of (b) of which shares of stock of the character described in the
foregoing clause (a) shall at the time be owned or controlled directly or
indirectly by the Corporation and one or more Subsidiaries as defined in the
foregoing clause (a) or by one or more such Subsidiaries.
"Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor trustee.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in
force at the date of which this instrument was executed, except as provided in
Section 905.
"Unregistered Debenture" means any Debenture not registered as to
principal.
"Valuation Date" has the meaning specified in Section 311.
SECTION 102. Compliance Certificates and Opinions.
Upon any application or request by the Corporation to the Trustee to take
any action under any provision of this Indenture, the Corporation shall furnish
to the Trustee an Officer's Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include
<PAGE>
9
(1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto:
(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or
condition has been complied with; and
(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.
SECTION 103. Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified by or
covered by an opinion of any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such Person, or
that they be so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give
an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Corporation may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate of opinion of, or
representations by, an officer or officers of the Corporation stating that the
information with respect to such factual matters is in the possession of the
Corporation, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
<PAGE>
10
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
SECTION 104. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee, and,
where it is hereby expressly required, to the Corporation Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the
Corporation, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or a member of a partnership, on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.
(c) The ownership of Registered Debentures shall be proved by the
Debenture Register.
(d) The amount of Unregistered Debentures held by any Person executing any
instrument or writing as a Debentureholder, the numbers of such Unregistered
Debentures, and the date of his holding the same may be proved by the production
of such Debentures or by a certificate executed by any trust company, bank,
banker or member of a national
<PAGE>
11
securities exchange (wherever situated), as depositary, if such certificate is
in form satisfactory to the Trustee, showing that at the date therein mentioned
such Person had on deposit with such depositary, or exhibited to it, the
Unregistered Debentures therein described; or such facts may be proved by the
certificate or affidavit of the Person executing such instrument or writing as a
Debentureholder, if such certificate or affidavit is in form satisfactory to the
Trustee. The Trustee and the Corporation may assume that such ownership of any
Unregistered Debenture continues until (i) another certificate or affidavit
bearing a later date issued in respect of the same Unregistered Debenture is
produced, or (ii) such Unregistered Debenture is produced by some other person,
or (iii) such Unregistered Debenture is surrendered in exchange for a Registered
Debenture, or (iv) such Unregistered Debenture has been cancelled in accordance
with Section 310.
(e) Any request, demand, authorization, direction, notice, consent, waiver
or Act of the Holder of any Debenture shall bind every future Holder of the same
Debenture and the Holder of every Debenture issued in exchange therefor or in
lieu thereof, in respect of anything done or suffered to be done by the Trustee
or the Corporation in reliance thereon, whether or not notation of such action
is made upon such Debenture.
SECTION 105. Notices, Etc., to Trustee and Corporation.
Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with.
(1) the Trustee by any Holder or by the Corporation shall be sufficient
for every purpose (except as otherwise provided in Section 501) hereunder if
made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, or
(2) the Corporation by the Trustee or by any Holder shall be sufficient
for every purpose (except as otherwise provided in Section 501) hereunder if
in writing and mailed, first-class postage prepaid, to the Corporation
addressed to the attention of its Treasurer at the address of its principal
office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Corporation.
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12
SECTION 106. Notices to Holders; Waiver.
Where this Indenture provides for notice to Holders of any event, (1) if
any of the Debentures affected by such event are Registered Debentures, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first-class mail, postage prepaid to such Registered
Holders as their names and addresses appear in the Debenture Register within the
time prescribed and (2) if any of the Debentures affected by such event are
Unregistered Debentures, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if published once in a newspaper of general
circulation in New York, New York and London, England within the time
prescribed. Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given.
SECTION 107. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of TIA, such required provision shall control.
SECTION 108. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
SECTION 109. Successors and Assigns.
All covenants and agreements in this Indenture by the Corporation shall
bind its successors and assigns, whether so expressed or not.
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13
SECTION 110. Separability Clause.
In any case any provision in this Indenture or in the Debentures shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 111. Benefits of Indenture.
Nothing in this Indenture or in the Debentures, express or implied, shall
give to any Person, other than the parties hereto, any Paying Agent and their
respective successors hereunder and the Holders of Debentures and Coupons, any
benefit or any legal or equitable right, remedy or claim under this Indenture.
SECTION 112. Governing Law.
This Indenture shall be construed in accordance with and governed by the
laws of the State of New York.
SECTION 113. Legal Holidays.
In any case where the date of maturity of interest on or principal of the
Debentures of any series or the date fixed for redemption of any Debenture of
any series or the last day for conversion of the Debentures of any series shall
not be a Business Day, then payment of such interest on or principal and
premium, if any, of such Debentures need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the date of maturity or the date fixed for redemption or such last day
for conversion, and no interest shall accrue for the period from and after such
date.
ARTICLE TWO
DEBENTURE FORMS
SECTION 201. Forms Generally.
The Debentures of each series and the Coupons, if any, to be attached thereto
shall be in substantially the forms set forth in Exhibit A and Exhibit B hereto
(the provisions of which shall be completed or modified as appropriate to
reflect the terms of each series of Debentures, including the currency of
denomination, which may be Dollars. Foreign Currency of ECU), or in such other
forms as may be determined and
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14
specified by the Pricing Committee in authorizing the issue of any series of
Debentures, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may be required to comply with the rules of any
securities exchange, or as may, consistently herewith, be determined by the
officers executing such Debentures and Coupons, if any, as evidenced by their
execution of the Debentures and Coupons, if any. Any portion of the text of any
Debenture may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Debenture. The certificate of authentication shall be
in substantially the form set forth in this Article.
The definitive Debentures and Coupons, if any, shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange, all as determined by the officers executing
such Debentures and Coupons, if any, as evidenced by their execution of such
Debentures and Coupons, if any.
SECTION 202. Form of Trustee's Certificate of Authentication.
The Trustee's Certificate of Authentication shall be substantially in the
following form:
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee
By _________________________________
Authorized Officer
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15
ARTICLE THREE
THE DEBENTURES
SECTION 301. Amount Unlimited: Issuable in Series.
The aggregate principal amount of Debentures which may be authenticated
and delivered under this Indenture is unlimited. The Debentures may, at the
election of and as authorized by the Pricing Committee, be issued in one or more
series, and shall be designated as the Pricing Committee may determine. Each
Debenture shall bear upon the face thereof the designation so selected for the
series to which it belongs and shall be dated the date of its authentication.
All Debentures of any one series at any time simultaneously outstanding shall be
identical in respect of currency of denomination, date of maturity, the place or
places of payment, the rate of interest, the date of interest payments, the
price of prices and terms for optional redemption, if redeemable, sinking or
purchase fund or analogous provisions (if any), applicable covenants and Events
of Default and tax provisions (if any), except that Debentures of any one series
may be of serial maturities and, if of serial maturities, may differ with
respect to maturity date, interest rate and redemption price, and except that
Debentures of any one series may be issuable in both bearer and registered form,
and except as may otherwise be provided in or pursuant to the relevant Board
Resolution or supplemental indenture. All Debentures of each series issued under
this Indenture shall in all respects be equally and ratably entitled to the
benefits hereof without preference, priority or distinction on account of the
actual time or times of the authentication and delivery or Maturity of the
Debentures.
SECTION 302. Provisions Any Series May Contain.
The several series of Debentures may differ as between series in respect
of any or all of the following matters:
(a) designation;
(b) date;
(c) date or dates of maturity, which may be serial;
(d) interest rate;
(e) interest payment dates and record dates;
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16
(f) the place or places for the payment of principal of premium, if any,
and interest on the Debentures, and the currency in which payable;
(g) denomination, which may be in Dollars, any Foreign Currency or ECU;
(h) aggregate principal amount of Debentures which may be issued;
(i) payment of principal of, premium, if any, and interest, if any, with
or without deduction for taxes, assessments or governmental charges, or
reimbursement of taxes, assessments or governmental charges paid by the
Holders;
(j) the right of the Corporation to redeem all or any part of the
Debentures before maturity;
(K) sinking, purchase or analogous funds;
(l) covenants and Events of Default and remedies with respect thereto;
(m)issuance as Registered Debentures or Unregistered Debentures or both,
and the rights of the Holders to exchange Unregistered Debentures for
Registered Coupon Debentures or Fully Registered Debentures of the series
or to exchange Registered Debentures of the series for Unregistered
Debentures of the series and the circumstances under which any such
exchanges, if permitted, may be made;
(n)the portion of the principal amount which shall be payable upon
declaration of acceleration of the Maturity or upon redemption or which
the Trustee shall be entitled to claim pursuant to Section 502;and
(o)any other provisions expressing or referring to the terms and
conditions upon which the Debentures of the series are to be issued which
are not in conflict with the provisions of this Indenture.
In authorizing the issue of any series of Debentures, the Pricing
Committee shall determine and specify all applicable matters in respect of the
Debentures of such series set forth in clauses (a) to (o), inclusive, of this
Section 302, such terms to be included in an Officer's Certificate delivered
pursuant to Section 304(a) or in a supplemental indenture; and shall also
determine and specify the form of the Debentures of such series.
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SECTION 303. Execution, Authentication and Delivery and Dating.
The Debentures shall be executed on behalf of the Corporation by the
Chairman of the Board, the President, a Vice President, the Treasurer or an
Assistant Treasurer under its corporate seal reproduced thereon and attested by
the Secretary or an Assistant Secretary. The signature of any of these officers
on the Debentures may be manual or by facsimile. Any Coupons attached to any
Unregistered Debenture shall be executed on behalf of the Corporation by the
manual or facsimile signature of any such officer of the Corporation.
Debentures or Coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Corporation shall
bind the Corporation, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Debentures or Coupons or did not hold such offices at the date of such
Debentures or Coupons.
At any time and from time to time after the execution and delivery of this
Indenture, the Corporation may deliver Debentures having attached thereto
appropriate Coupons, if any, executed by the Corporation to the Trustee for
authentication; and the Trustee shall authenticate and deliver such Debentures
as in this Indenture provided and not otherwise.
All Debentures shall be dated the date of their authentication.
No Debenture or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Debenture a certificate of authentication substantially in
the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Debenture shall be conclusive evidence and the only
evidence that such Debenture has been duly authenticated and delivered
hereunder.
The Trustee shall not authenticate or deliver any Unregistered Debenture
until any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.
SECTION 304. Documents Required for Issuance of Debentures of any Series.
At any time or from time to time Debentures having attached thereto
appropriate Coupons, if any, may be executed by the Corporation and
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18
delivered to the Trustee and shall be authenticated by the Trustee and delivered
to or upon the written order of the Corporation in a Corporation Order delivered
to the Trustee together with the following:
(a) an Officer's Certificate to the effect set forth in Section 302
and a supplemental indenture if applicable;
(b) either (i) a certificate or other official document evidencing the due
authorization, approval or consent of any governmental body or bodies, at the
time having jurisdiction in the premises, together with an Opinion of Counsel
that the Trustee is entitled to rely thereon and that the authorization,
approval or consent of no other governmental body is required, or (ii) an
Opinion of Counsel that no authorization, approval or consent of any
governmental body is required;
(c) an Opinion of Counsel that all instruments furnished the Trustee
conform to the requirements of this Indenture and constitute sufficient
authority hereunder for the Trustee to authenticate and deliver the
Debentures then applied for; that all conditions precedent provided for in
this Indenture relating to the authentication and delivery of the Debentures
applied for have been complied with and the Corporation is duly entitled to
the authentication and delivery of such Debentures in accordance with the
provisions of this Indenture; that all laws and requirements with respect to
the form and execution by the Corporation of the supplemental indenture, if
any, and the execution and delivery by the Corporation of the Debentures then
applied for have been complied with; that the Corporation has corporate power
to issue such Debentures and has duly taken all necessary corporate action
for those purposes; that the Debentures then applied for, when issued, will
be the valid, legal and binding obligations of the Corporation enforceable in
accordance with their terms; that the Debentures of the series then applied
for, when issued, will be entitled to the benefits of this Indenture, equally
and ratably with all other Debentures theretofore issued and then outstanding
hereunder; and that the amount of Debentures then Outstanding under this
Indenture, including the Debentures applied for, will not exceed the amount
at the time permitted by law; and
(d) an Officer's Certificate stating that the Corporation is not in
default under the Indenture; that the issuance of the Debentures applied for
will not result in any breach of any of the terms,
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19
conditions or provisions of, or constitute a default under, the Corporation's
certificate of incorporation or by-laws or any indenture, mortgage, deed of
trust or other agreement or instrument to which the Corporation is a party or
by which it is bound, or any order of any court or administrative agency
entered in any proceeding to which the Corporation is a party or by which it
may be bound or to which it may be subject; and that all conditions precedent
provided in this Indenture relating to the authentication and delivery of the
Debentures applied for have been complied with.
SECTION 305. Temporary Debentures.
Pending the preparation of definitive Debentures of any series, the
Corporation may execute, and upon Corporation Order, the Trustee shall
authenticate and deliver, temporary Debentures which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive Debentures in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Debentures may determine, as
evidenced by their execution of such Debentures. Temporary Debentures may be
issued as Registered Debentures or Unregistered Debentures with or without
Coupons attached.
If temporary Debentures are issued, the Corporation will cause definitive
Debentures to be prepared without unreasonable delay. After the preparation of
definitive Debentures, the temporary Debentures shall be exchangeable for
definitive Debentures upon surrender of the temporary Debentures at the office
or agency of the Corporation specified for such purpose, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Debentures
the Corporation shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debentures of authorized
denominations and, in the case of Unregistered Debentures, having attached
thereto any appropriate Coupons. Until so exchanged, unless otherwise provided
therein or in a supplemental indenture relating thereto, the temporary
Debentures shall in all respects be entitled to the same benefits under this
Indenture as definitive Debentures.
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20
SECTION 306. Registration, Transfer and Exchange.
The Corporation shall cause to be kept at the principal corporate trust
office of the Trustee a Debenture Register in which, subject to such reasonable
regulations as it may prescribe, the Corporation shall provide for the
registration of Registered Debentures and the registration of transfers of
Registered Debentures. The Trustee is hereby appointed "Debenture Registrar" for
the purpose of registering Registered Debentures and transfers of Registered
Debentures as herein provided.
Upon surrender for registration of transfer of any Registered Debenture at
the office or agency of the Corporation designated therefor, the Corporation
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Debentures
of such series of any authorized denominations, of a like aggregate principal
amount and stated maturity.
At the option of the Holder thereof, Debentures of a series, whether
Registered Debentures or Unregistered Debentures, which by their terms are
registerable as to principal only or as to principal and interest, may, to the
extent and under the circumstances specified pursuant to Section 302, be
exchanged for Registered Coupon Debentures or Fully Registered Debentures of
such series, as may be issued by the terms thereof. At the option of the Holder
thereof, Debentures of a series, whether Registered Debentures or Unregistered
Debentures, which by their terms provide for the issuance of Unregistered
Debentures, may, to the extent and under the circumstances specified pursuant to
Section 302, be exchanged for Unregistered Debentures of such series. Debentures
so issued in exchange for other Debentures shall be of any authorized
denomination and of like principal amount and Stated Maturity, and shall be
issued upon surrender of the Debentures for which they are to be exchanged and,
in the case of Coupon Debentures, together with all unmatured Coupons and
matured Coupons in default appertaining thereto, at the office of Corporation
provided for in Section 1002 and upon payment, if the Corporation shall require,
of charges provided therein. Unregistered Debentures of any series issued in
exchange for Registered Debentures of such series between the regular record
date for such Registered Debenture and the next interest payment date will be
issued without the Coupon relating to such interest payment date, and
Unregistered Debentures surrendered in exchange for Registered Debentures
between such dates shall be surrendered without the Coupon relating to such
interest payment date.
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21
Whenever any Debentures are so surrendered for exchange, the Corporation shall
execute, and the Trustee shall authenticate and deliver, the Debentures which
the Holder making the exchange is entitled to receive. Notwithstanding the
foregoing, an Unregistered Debenture will not be delivered in exchange for a
Registered Debenture or Debentures unless the Trustee receives a certificate in
the form set forth in Exhibit C hereto signed by the person entitled to delivery
of such Debenture, or receives a certificate or other items or documents
fulfilling such other conditions as shall be required by regulations of the
United States Department of the Treasury, or shall be notified by the
Corporation that such a certificate shall not be required by such regulations;
provided, however, that no such Unregistered Debenture shall be delivered by the
Trustee if the Trustee or such agent shall have, or shall have been notified in
writing by the Corporation that the Corporation has, actual knowledge that such
certificate is false.
Upon presentation for registration of any Unregistered Debentures of any
series which by its terms is registrable as to principal, at the office or
agency of the Corporation to be maintained as provided in Section 1002, such
Debenture shall be registered as to principal in the name of the Holder thereof
and such registration shall be noted on such Debenture. Any Debenture so
registered shall be transferable on the registry books of the Corporation upon
presentation of such Debenture at such office or agency for similar notation
thereon, but such Debenture may be discharged from registration by being in a
like manner transferred to bearer, whereupon transferability by delivery shall
be restored. Unregistered Debentures shall continue to be subject to successive
registrations and discharges from registration at the option of the Holders
thereof.
Unregistered Debentures shall be transferable by delivery, except while
registered as to principal. Registration of any Coupon Debenture shall not
effect the transferability by delivery of the Coupons appertaining thereto which
shall continue to be payable to bearer and transferable by delivery.
All Debentures and Coupons issued upon any transfer or exchange of
Debentures shall be the valid obligations of the Corporation, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Debentures and coupons surrendered upon such transfer or exchange.
Every Debenture presented or surrendered for registration of transfer
or exchange shall (if so required by the Corporation or the Trustee) be
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22
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Corporation and the Debenture Registrar duly executed, by
the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Debentures, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Debentures, other than exchanges
pursuant to Sections 305, 906, or 1103 not involving any transfer.
The Corporation shall not be required (i) to issue, register the transfer
of or exchange any Debenture during a period beginning at the opening of
business 15 days before the day of the selection of Debentures for redemption
under Article Eleven or (ii) to register the transfer of or exchange any
Debenture so selected for redemption in whole or in part.
SECTION 307. Mutilated, Destroyed, Lost and Stolen Debentures.
If (i) any mutilated Debenture or Coupon is surrendered to the Trustee, or
the Corporation and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debenture or Coupon, and (ii) there is
delivered to the Corporation and the Trustee such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
notice to the Corporation or the Trustee that such Debenture or Coupon has been
acquired by a bona fide purchaser, the Corporation shall execute and upon its
request the Trustee shall, in the case of a Debenture, authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Debenture, a new Debenture of the same series, with appropriate Coupons, if any,
attached in the case of Unregistered Debentures (so that neither gain nor loss
in interest shall result from such substitution) of like tenor and principal
amount, bearing a number not contemporaneously Outstanding, or, in the case of a
mutilated, destroyed, lost or stolen Coupon, shall deliver a new Coupon.
In case any such mutilated, destroyed, lost or stolen Debenture or Coupon
has become or is about to become due and payable, the corporation in its
discretion may, instead of issuing a new Debenture or Coupon, pay such Debenture
or Coupon.
Upon the issuance of any new Debenture or Coupon under this Section, the
Corporation may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in
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23
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.
Every new Debenture or Coupon issued pursuant to this Section in lieu of
any destroyed, lost or stolen Debenture or Coupon shall constitute an original
additional contractual obligation of the Corporation, whether or not the
destroyed, lost or stolen Debenture or Coupon shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Debentures or Coupons duly issued
hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debentures or Coupons.
SECTION 308. Payment of Interest.
Interest on any Debenture which is payable, and is punctually paid or duly
provided for, on any interest payment date shall be paid, in the case of
Registered Debentures, to the person in whose name that Debenture (or one or
more predecessor Debentures) is registered at the close of business on the
regular record date for the payment of such interest and, in the case of
Unregistered Debentures, upon surrender of the Coupon appertaining thereto in
respect of the interest due on such interest payment date.
Any interest on any Debenture of any series which is payable, but is not
punctually paid or duly provided for, on any interest payment date (called
"defaulted interest" for the purpose of this Section) shall forthwith cease to
be payable to the Registered Holder on the relevant regular record date by
virtue of his having been such Holder; and such defaulted interest may be paid
by the Corporation, at its election in each case, as provided in clause (1) or
(2) below:
(1) The Corporation may elect to make payment of any defaulted interest
to the persons in whose names any such Registered Debentures (or their
respective predecessor Debentures) are registered at the close of business on
a special record date for the payment of such defaulted interest, which shall
be fixed in the following manner. The Corporation shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each
Debenture of such series and the date of the proposed payment, and at the
same
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24
time the Corporation shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such defaulted
interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the persons entitled to such defaulted
interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such defaulted interest in respect of
Registered Debentures of such series which shall be not more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Corporation of such special record date
and, in the name and at the expense of the Corporation, shall cause notice of
the proposed payment of such defaulted interest and the special record date
therefor to be mailed, first class postage prepaid, to each Registered Holder
at his address as it appears in the Debenture Register, not less than 10 days
prior to such special record date. Notice of the proposed payment of such
defaulted interest and the special record date therefor having been mailed as
aforesaid, such defaulted interest in respect of Registered Debentures of
such series shall be paid to the persons in whose names such Debentures (or
their respective predecessor Debentures) are registered on such special
record date and such defaulted interest shall no longer be payable pursuant
to the following clause (2).
(2) the Corporation may make payment of any defaulted interest on the
Debentures of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debentures of that
series may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Corporation to the Trustee of the
proposed payment pursuant to this clause, such payment shall be deemed
practicable by the Trustee.
Any defaulted interest payable in respect of any Debenture of any series
which is not a Registered Debenture shall be payable pursuant to such
procedures as may be satisfactory to the Trustee in such manner that there is
no discrimination as between the Holders of Registered Debentures and other
Debentures of the same series, and notice of the payment date therefor shall
be given by the Trustee, in the name and at the expense of the Corporation,
by publication at
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least once in a newspaper of general circulation in New York, New York and
London, England.
Subject to the foregoing provisions of this Section, each Debenture
delivered under this Indenture upon transfer of or in exchange for or in lieu
of any other Debenture shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Debenture.
SECTION 309. Persons Deemed Owners.
The Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the person in whose name any Registered Debenture is
registered as the owner of such Debenture for the purpose of receiving payment
of principal of (and premium, if any), and (subject to Section 308), if such
Registered Debenture is a Fully Registered Debenture, interest, if any, on such
Debenture and for all other purposes whatsoever, whether or not such Debenture
be overdue, and neither the Corporation, the Trustee nor any agent of the
Corporation or the Trustee shall be affected by notice to the contrary. The
Corporation, the Trustee and any agent of the Corporation or the Trustee may
treat the Holder of any Unregistered Debenture and the Holder of any Coupon,
whether or not the Debenture to which it appertained be registered, as the
absolute owner of such Debenture or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever whether or
not such Debenture or Coupon be overdue, and neither the Corporation, the
Trustee nor any agent of the Corporation or the Trustee shall be affected by
notice to the contrary.
SECTION 310. Cancellation.
All Debentures surrendered for payment, redemption, transfer,
exchange or conversion, and all Coupons surrendered for payment or exchange,
shall, if surrendered to any person other than the Trustee, be delivered to the
Trustee and, if not already cancelled, shall be promptly cancelled by it. The
Corporation may at any time deliver to the Trustee for cancellation any
Debentures previously authenticated and delivered hereunder or any Coupons which
the Corporation may have acquired in any manner whatsoever, and all Debentures
and Coupons so delivered shall be promptly cancelled by the Trustee. No
Debentures shall be authenticated in lieu of or in exchange for any Debentures
cancelled as
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provided in this Section, except as expressly permitted by this Indenture. All
cancelled Debentures and Coupons held by the Trustee shall be disposed of as
directed by a Corporation Order.
SECTION 311. Currency and Manner of Payments in Respect of Debentures.
(a) With respect to Registered Debentures denominated in Dollars or
Foreign Currency and with respect to Registered Debentures denominated in ECU
with respect to which the Holders of such Debentures have not made the election
provided for in paragraph (b) below, the following payment provisions shall
apply:
(1) Except as provided in subparagraph (a)(2) or in paragraph (e)
below, payment of the principal of and premium, if any, on any Registered
Debenture will be made at the Place of Payment by delivery of a check in
the currency in which the Debenture is denominated on the payment date
against surrender of such Registered Debenture, and any interest on any
Registered Debenture will be paid at the Place of Payment by mailing a
check in the currency in which the Debentures were issued to the Person
entitled thereto at the address of such Person appearing on the Debenture
Register.
(2) Payment of the principal of, premium, if any, and interest on such
Debenture may also, subject to applicable laws and regulations, be made at
such other place or places as may be designated by the Corporation by any
appropriate method.
(b) With respect to Registered Debentures denominated in ECU, the
following payment provisions shall apply, except as otherwise provided in
paragraphs (e) and (f) below:
(1) The Pricing Committee may provide with respect to any series of
such Debentures that Holders shall have the option to receive payments of
principal of, premium, if any, and interest on such Debenture in any of
the currencies which may be designated for such election in such Debenture
by delivering to the Trustee a written election, to be in form and
substance satisfactory to the Trustee, not later than the close of
business on the record date immediately preceding the applicable payment
date. Such election will remain in effect for such Holder until changed by
the Holder by written notice to the Trustee (but any such change must be
made not later than the close of business on the record date immediately
preceding the next
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27
payment date to be effective for the payment to be made on such payment
date and no such change may be made with respect to payments to be made on
any Debenture with respect to which notice of redemption has been given by
the Corporation pursuant to Article Eleven). Any Holder of any such
Debenture who shall not have delivered any such election to the Trustee
not later than the close of business on the applicable record date will be
paid the amount due on the applicable payment date in ECU as provided in
paragraph (a) of this Section 311. Payment of principal of and premium, if
any, shall be made on the payment date against surrender of such
Debentures. Payment of principal of, premium, if any, and interest shall
be made at the Place of Payment by mailing at such location a check in the
applicable currency to the person entitled thereto at the address of such
person appearing on the Debenture Register.
(2) Payment of the principal of, premium, if any, and interest on such
Debenture may also, subject to applicable laws and regulations, be made at
such other place or places as may be designated by the Corporation by any
appropriate method.
(c) Payment of the principal of, premium, if any, and interest on
any Unregistered Debenture will be made at such place or places outside the
United States as may be designated by the Corporation by any appropriate method
only in the currency in which the Debenture is denominated (except as provided
in paragraph (e) below) on the payment date against surrender of the
Unregistered Debenture, in the case of payment of principal and premium, if any,
or the relevant Coupon, in the case of payment of interest. Except as provided
in paragraph (e) below, payment with respect to Unregistered Debentures and
Coupons will be made by check, subject to any limitations on the methods of
effecting such payment as shall be specified in the terms of the Debenture
established as provided in Section 302 and as shall be required under applicable
laws and regulations. Payment of the principal of, premium, if any, and interest
on Unregistered Debentures may also, subject to applicable laws and regulations,
be made at such other place or places as may be designated by the Corporation by
any appropriate method.
(d) Not later than the fourth Business Day after the record date for
each payment date, the Trustee will deliver to the Corporation a written notice
specifying, in the currency in which each series of the Debentures are
denominated, the respective aggregate amounts of principal of,
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28
premium, if any, and interest on the Debentures to be made on such payment date,
specifying the amounts so payable in respect of the Registered and the
Unregistered Debentures and in respect of the Registered Debentures as to which
the Holders of Debentures denominated in ECU shall have elected to be paid in
another currency as provided in paragraph (b) above. If the Pricing Committee
has provided for the election referred to in paragraph (b) above and if at least
one Holder has made such election, then, not later than the eighth Business Day
following each record date the Company will deliver to the Trustee an Exchange
Rate Officer's Certificate in respect of the Dollar or Foreign Currency payments
to be made on such payment date. The Dollar or Foreign Currency amount
receivable by Holders of Registered Debentures denominated in ECU who have
elected payment in such currency as provided in paragraph (b) above shall be
determined by the Corporation on the basis of the applicable Official ECU
Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If the Foreign Currency in which any of the Debentures are denominated
ceases to be used both by the government of the country which issued such
currency and for the settlement of transactions by public institutions of or
within the international banking community, or if the ECU ceases to be used both
within the European Monetary System and for the settlement of transactions by
public institutions of or within the European Communities, then with respect to
each date for the payment of principal of, premium, if any, and interest on the
applicable Foreign Currency or ECU denominated Debentures occurring after the
last date on which the Foreign Currency of ECU was so used (the "Conversion
Date"), the Dollar shall be the currency of payment for use on each such payment
date. The Dollar amount to be paid by the Corporation to the Trustee and by the
Trustee or any Paying Agent to the Holders of such Debentures with respect to
such payment date shall be the Dollar Equivalent of the Foreign Currency or, in
the case of ECU, the Dollar Equivalent of the ECU as determined by the Trustee
as of the record date (the "Valuation Date") in the manner provided in
paragraphs (g) or (h) below.
(f) If the Holder of a Registered Debenture denominated in ECU elects
payment in a specified Foreign Currency as provided for by paragraph (b) and
such Foreign Currency ceases to be used both by the government of the country
which issued such currency and for the
<PAGE>
29
settlement of transactions by public institutions of or within the international
banking community, such Holder shall receive payment in ECU, and if ECU ceases
to be used both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities, such
Holder shall receive payment in Dollars.
(g) The "Dollar Equivalent of the Foreign Currency" shall be determined by
the Trustee as of each Valuation Date and shall be obtained by converting the
specified Foreign Currency into Dollars at the Market Exchange Rate on the
Valuation Date.
(h) The "Dollar Equivalent of the ECU" shall be determined by the Trustee
as of each Valuation Date and shall be the sum obtained by adding together the
results obtained by converting the Specified Amount of each Component Currency
into Dollars at the Market Exchange Rate on the Valuation Date for such
Component Currency.
(i) For purposes of this Section 311 the following terms shall have the
following meanings:
A "Component Currency" shall mean any currency which, on the Conversion
Date, was a component currency of the ECU.
A "Specified Amount" of a Component Currency shall mean the number of
units or fractions thereof which such Component Currency represented in the ECU
on the Conversion Date. If after the Conversion Date the official unit of any
Component Currency is altered by way of combination or subdivision, the
Specified Amount of such Component Currency shall be divided or multiplied in
the same proportion. If after the Conversion Date two or more Component
Currencies are consolidated into a single currency, the respective Specified
Amounts of such Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the respective Specified Amounts of such
consolidated Component Currencies expressed in such single currency, and such
amount shall thereafter be a Specified Amount and such single currency shall
thereafter be a Component Currency. If after the Conversion Date any Component
Currency shall be divided into two or more currencies, the sum of which, at the
Market Exchange Rate of such two or more currencies on the date of such
replacement, shall be equal to the Specified Amount of such former Component
Currency divided by the number of currencies
<PAGE>
30
into which such Component Currency was divided, and such amounts shall
thereafter be Specified Amounts and such currencies shall thereafter be
component Currencies.
"Market Exchange Rate" shall mean for any currency the noon Dollar buying
rate for that currency for cable transfers quoted in New York City on the
Valuation Date as certified for customs purposes by the Federal Reserve Bank of
New York. If such rates are not available for any reason with respect to one or
more currencies for which an Exchange Rate is required, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in New York City or in the country of
issue of the currency in question, or such other quotations as the Trustee shall
deem appropriate. Unless otherwise specified by the Trustee, if there is more
than one market for dealing in any currency by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such currency
shall be that upon which a nonresident issuer of securities designated in such
currency would purchase such currency in order to make payments in respect of
such securities.
All decisions and determinations of the Trustee regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the ECU and the
Market Exchange Rate shall be in its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and irrevocably binding upon
the Company and all Holders of the Debentures and Coupons. In the event that the
Foreign Currency ceases to be used both by the government of the country which
issued such currency and for the settlement of transactions by public
institutions of or within the international banking community, the Corporation,
after learning thereof, will immediately give notice thereof to the Trustee (and
the Trustee will promptly thereafter give notice in the manner provided in
Section 106 to the Holders) specifying the Conversion Date. In the event the ECU
ceases to be used both within the European Monetary System and for the
settlement of transactions by public institutions of or within the European
Communities, the Corporation, after learning thereof, will immediately give
notice thereof to the Trustee (and the Trustee will promptly thereafter give
notice in the manner provided in Section 106 to the Holders) specifying the
Conversion Date and the Specified Amount of each Component Currency on the
Conversion Date. In the event of any subsequent change in any Component Currency
as set forth in the
<PAGE>
31
definition of Specified Amount above, the Corporation, after learning thereof,
will similarly give notice to the Trustee. The Trustee shall be fully justified
and protected in relying and acting upon the information so received by it from
the Corporation and shall not otherwise have any duty or obligation to determine
such information independently.
SECTION 312. Computation of Interest.
Except as otherwise specified, interest on the Debentures for any part of
a year shall be computed on the basis of a 360-day year of twelve 30-day months.
SECTION 313. Compliance with Certain Laws and Regulations.
If any Unregistered Debentures are to be issued in any series of
Debentures, the Corporation will use reasonable efforts to provide for
arrangements and procedures designed pursuant to then applicable laws and
regulations, if any, to ensure that Unregistered Debentures are sold or resold,
exchanged, transferred and paid only in compliance with such laws and
regulations and without adverse consequences to the Corporation.
<PAGE>
32
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture.
This Indenture shall cease to be of further effect with respect to the
Debentures of any series (except as to any surviving rights of exchange of such
Debentures herein expressly provided for), and the Trustee, on demand of and at
the expense of the Corporation, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Debentures of
such series, when
(1) either
(A) all Debentures of such series theretofore authenticated and
delivered and all Coupons, if any, appertaining thereto (other than (i)
Debentures and Coupons which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 307 and (ii) Debentures
and Coupons for whose payment money has theretofore been deposited in
trust or segregated and held is trust by the Corporation and thereafter
repaid to the Corporation or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee or an authenticating
agent cancelled or for cancellation; or
(B) all such Debentures and Coupons not theretofore delivered to the
Trustee or an authenticating agent cancelled or for cancellation
(i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity; or
(iii) have been called for redemption under arrangements
satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name and at the expense of the Corporation:
and the Corporation, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount in money or the equivalent in securities
of the government which issued the currency in which the Debt Securities
are denominated or government agencies backed by the full faith and credit
of such government sufficient to pay and discharge the entire indebtedness
on such Debentures and Coupons
<PAGE>
33
not theretofore delivered to the Trustee or an authenticating agent
cancelled or for cancellation, for principal of, premium, if any, and
interest then due or to become due to such Stated Maturity or redemption
date, as the case may be;
(2) the Corporation has paid or caused to be paid all other sums
payable hereunder by the Corporation; and
(3) the Corporation has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge
of this Indenture with respect to the Debentures of such series have been
complied with.
Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Debentures of any series, the obligations of the
Corporation with respect to the Debentures of any other series and to the
Trustee under Section 607 shall survive.
SECTION 402. Application of Trust Money.
All money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Debentures,
the Coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Corporation acting as its own Paying Agent), as the
Trustee may determine, to the persons entitled thereto, of the principal and
interest, if any, for the payment of which money has been deposited with the
Trustee, but such money need not be segregated from other funds except to the
extent required by law.
ARTICLE FIVE
REMEDIES
SECTION 501. Event of Default.
"Event of Default" with respect to any series of Debentures means each one
of the following events, unless it is either inapplicable to a particular series
or is specifically deleted or modified by the action of the Pricing Committee
authorizing such series of Debentures, and any other events as may be specified
by the action of the Pricing Committee authorizing such series of Debentures.
<PAGE>
34
(a) default in the payment of any installment of interest upon any of the
Debentures of such series, as and when the same shall become due and
payable, and continuance of such default for a period of 30 days; or
(b) default in the payment of the principal of or premium, if any, on any of
the Debentures of such series, as and when the same shall become due and
payable either at Maturity, upon redemption, by declaration or otherwise
(except in the making of any payment for a sinking, purchase or analogous
fund); or
(c) default in the making of any payment for a sinking, purchase or
analogous fund provided for in respect of such series of Debentures, as and
when the same shall become due and payable, and the continuance of such
default for a period of 30 days; or
(d) failure on the part of the Corporation duly to observe or perform any
other of the covenants or agreements on the part of the Corporation in
respect of the Debentures of such series, or in this Indenture contained
with respect to such series for a period of 90 days after the date on which
written notice of such failure, requiring the Corporation to remedy the
same, shall have been given to the Corporation by the Trustee, or to the
Corporation and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Debentures of such series at the time outstanding;
or
(e) the entry of an order for relief in respect of any petition filed
against the Corporation under the Federal Bankruptcy Act, or the entry of a
decree or order by a court having competent jurisdiction in the premises in
respect of any petition filed or action taken against the Corporation
looking to reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any other present or future
federal or state statute, law or regulation, resulting in the appointment of
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Corporation or of any substantial part of its
property, or resulting in the winding-up or liquidation of its affairs, all
without the consent or acquiscence of the Corporation, and the continuance
of any such decree or order is unstayed and in effect for a period of 60
consecutive days; or
(f) the filing of a petition for relief under the Federal Bankruptcy Act by
the Corporation, or the consent, acquiescence or taking of any
<PAGE>
35
action by the Corporation in support of a petition filed by or against it
looking to reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any other present or future
federal or state statute, law or regulation, or the appointment with the
consent of the Corporation, of any receiver, liquidator, custodian,
assignee, trustee, sequestrator or other similar official of the Corporation
or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing
of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Corporation in furtherance of any such
action.
In case one or more Events of Default shall have occurred and be
continuing, then in each such case, unless the principal of all of the
Applicable Debentures (as hereinafter defined) shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Applicable Debentures then outstanding
hereunder, by notice in writing to the Corporation (and to the Trustee if
given by Holders of the Applicable Debentures), may declare the principal
amount (or if the Applicable Debentures are Original Issue Discount
Debentures, such portion of the principal amount as may be specified in the
terms of that series) of all the Applicable Debentures to be due and payable
immediately and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Applicable
Debentures contained to the contrary notwithstanding. The term "Applicable
Debentures" shall mean the Debentures of a series with respect to which an
Event of Default shall have occurred and be continuing; provided, however,
that in no event shall the term "Applicable Debentures" include Debentures
of more than one series, except with respect to an Event of Default under
subsections (e) or (f) of this Section 501. and except that for purposes of
Section 501(d), any covenant or agreement on the part of the Corporation
contained in this Indenture which is not limited to a series of Debentures
shall be in respect of all series of Debentures, unless otherwise
specifically provided with respect to a particular series of Debentures by
the action of the Pricing Committee authorizing such series of Debentures.
Any declaration pursuant to this Section 501 is, however, subject to the
condition that if, at any time after the principal of Applicable Debentures
shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or
<PAGE>
36
entered as hereinafter provided, the Corporation shall pay or shall deposit
with the Trustee a sum sufficient to pay all matured installments of
interest upon all of the Applicable Debentures and the principal of and
premium, if any, on all Applicable Debentures which shall have become due
otherwise than by acceleration, with interest on overdue installments of
interest (to the extent that payment of such interest is enforceable under
applicable law) and on such principal and premium, if any, at the rate borne
by the Applicable Debentures, or at such other rate as may be provided by
the action of the Pricing Committee authorizing such Applicable Debentures,
to the date of such payment or deposit, and all sums paid or advances made
by the Trustee hereunder and the reasonable compensation, expenses, costs,
liabilities and advances of the Trustee, its agents and counsel, and any and
all defaults under this Indenture with respect to the Applicable Debentures,
other than the non-payment of principal of and accrued interest on
Applicable Debentures which shall have become due by acceleration, shall
have been remedied, then and in every such case the Holders of a majority in
aggregate principal amount of the Applicable Debentures then Outstanding, by
written notice to the Corporation and to the Trustee, may waive all defaults
related to such Applicable Debentures and rescind and annul such declaration
and its consequences; but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon.
In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall
have been determined adversely to the Trustee, then and in every such case
the Corporation and the Trustee shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers
of the Corporation and the Trustee shall continue as though no such
proceedings had been taken.
SECTION 502. Payment of Debentures on Default: Suit Therefor.
The Corporation covenants that (a) in case default shall be made in the
payment of any installment of interest upon any of the Debentures as and
when the same shall have become due and payable, and such default shall have
continued for a period of 30 days, or (b) in case default shall be made in
the payment of the principal of or premium, if any, on any of the
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37
Debentures as and when the same shall have become due and payable, whether
at Stated Maturity of the Debentures or upon redemption or by declaration or
otherwise (except if default shall be made in the making of any payment for
a sinking, purchase or analogous fund) or (c) in case default shall be made
in the making of any payment for a sinking, purchase or analogous fund
provided for in respect of any of the Debentures as and when the same shall
become due and payable and continue for a period of 30 days, then, upon
demand of the Trustee, the Corporation will pay to the Trustee, for the
benefit of the Holders of such Debentures and the holders of any Coupons
appertaining thereto, the whole amount that then shall have become due and
payable on all such Debentures and Coupons for principal of, premium, if
any, and interest, with interest upon the overdue principal and premium, if
any, and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue installments of interest at the rate borne
by such Debentures or at such other rate as may be provided by the action of
the Pricing Committee authorizing such Debentures; and, in addition thereto,
such further amount as shall be sufficient to cover the advances, costs and
expenses of collection, including reasonable compensation to the Trustee,
its agents, attorneys and counsel, and any expenses or liabilities incurred
by the Trustee hereunder other than through its negligence or bad faith.
In case the Corporation shall fail forthwith to pay such amounts upon
such demand, the Trustee in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Corporation or any
other obligor on such Debentures and collect in the manner provided by law
out of the property of the Corporation or any other obligor on such
Debentures wherever situated the moneys adjudged or decreed to be payable.
In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Corporation or any other obligor on the Debentures
under the Federal Bankruptcy Act or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the
Corporation or such other obligor, or in the case of any similar judicial
proceedings relative to the Corporation or other obligor upon the Debentures
of any series, or to the creditors or property of the Corporation or such
other obligor, the Trustee, irrespective of whether
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38
the principal of the Debentures of any series shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provision of
this Section 502, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal (or, if the Debentures of such series are Original Issue
Discount Debentures, such portion of the principal amount as may be
specified in the terms of such series) and interest owing and unpaid in
respect of the Debentures of any series, and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, costs,
liabilities and advances of the Trustee, its agents and counsel) and of the
Holders of Debentures of any series and the Holders of any Coupons
appertaining thereto, allowed in such judicial proceedings relative to the
Corporation or any other obligor on the Debentures of any series, its or
their creditors, or its or their property, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of its charges and expenses; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Holders to make such payments to the Trustee, and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it, its agents
and counsel for compensation, costs, advances and expenses incurred by it or
them up to the date of such distribution.
All rights of action and of asserting claims under this Indenture, or
under any of the Debentures of any series, may be enforced by the Trustee
without the possession of any of the Debentures of such series, or the
production thereof in any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall be for the ratable benefit of the Holders of the Debentures of such
series and the Holders of any Coupons appertaining thereto.
SECTION 503. Application of Moneys Collected by Trustee
Any moneys collected by the Trustee with respect to a series of Debentures
shall be applied in the order following, at the date or dates
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39
fixed by the Trustee for the distribution of such moneys, upon presentation of
the several Debentures of such series and any Coupons appertaining thereto, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:
FIRST: To the payment of costs, advances and expenses and reasonable
compensation of the Trustee, its agents and counsel, and of all other
expenses and liabilities incurred by the Trustee except as a result of its
negligence or bad faith;
SECOND: In case the principal of the Outstanding Debentures of such
series shall not have become due and be unpaid, to the payment of interest
on the Debentures of such series, in the order of the Maturity of the
installments of such interest, with interest (to the extent permitted by
law and to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest at the rate or (in the
case of Original Issue Discount Debentures) yield to maturity borne by
such Debentures, such payments to be made ratably to the persons entitled
thereto:
THIRD: In case the principal of the outstanding Debentures of such
series shall have become due, by declaration or otherwise, to the payment
of the whole amount then owing and unpaid upon the Debentures of such
series for principal of, premium, if any, and interest, with interest on
the overdue principal and premium, if any and (to the extent permitted by
law and to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the rate or (in the case
of Original Issue Discount Debentures) yield to maturity borne by the
Debentures of such series; and in case such moneys shall be insufficient
to pay in full the whole amounts so due and unpaid upon the Debentures of
such series, then to the payment of such principal of, premium, if any,
and interest without preference or priority of principal of, and premium,
if any, over interest or of interest over principal of, and premium, if
any, or of any installment of interest over any other installment of
interest or of any Debenture of such series over any other Debenture of
such series, ratably to the aggregate of such principal and premium, if
any, and accrued and unpaid interest; and
FOURTH: To the payment of the remainder, if any, to the Corporation,
its successors or assigns, or to whosoever may be
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40
lawfully entitled to receive the same, or as a court of competent
jurisdiction may direct.
SECTION 504. Proceedings by Holders
No Holder of any Applicable Debenture of any series or Holder of any
Coupon appertaining thereto shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
in each case with respect to an Event of Default related to such Applicable
Debentures or Coupons, unless such Holder previously shall have given to the
Trustee written notice of default with respect to the Applicable Debentures
of such series and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount
of the Applicable Debentures with respect to such Event of Default then
outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity, shall have failed to institute any such action, suit or proceeding,
it being understood and intended, and being expressly covenanted by the Holder
of every Debenture of a series and by the Holder of each Coupon appertaining
thereto with every other Holder of a Debenture of such series or Holder of any
Coupon appertaining thereto and the Trustee, that no one or more Holders of
Debentures of such series or one or more Holders of any Coupons appertaining
thereto shall have any right in any manner whatever by virtue of or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holder of such Debentures or any other holders of such Coupons,
or to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all Holders
of Debentures of such series and all the Holders of any Coupons appertaining
thereto.
Notwithstanding any other provisions in this Indenture, however, the
right of any Holder of any Debenture and the right of the Holder of any Coupon
appertaining thereto, which is absolute and unconditional, to
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receive payment of the principal of, and premium, if any, and interest on such
Debenture or Coupon, on or after the respective due dates expressed therein,
or to institute suit for the enforcement of any such payment on or after such
respective dates shall not be impaired or affected without the consent of
such Holder.
SECTION 505. Proceedings by Trustee.
In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.
SECTION 506. Remedies Cumulative and Continuing.
All powers and remedies given by this Article Five to the Trustee or
to the Holders of Debentures of any series or to the Holders of any Coupons
appertaining thereto shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available
to the Trustee or the Holders of the Debentures of such series or to the Holders
of such Coupons, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder of any of
the Debentures of a series or of any Holder of any such Coupons to exercise
any right or power accruing upon any default occurring and continuing as
aforesaid shall impair any such right or power, or shall be construed to be
a waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 504, every power and remedy given by this Article Five
or by law to the Trustee or to such Holders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by such Holders.
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SECTION 507. Direction of Proceedings and Waiver of Defaults by
Majority of Holders.
The Holders of a majority in aggregate principal amount of the Debentures
of any series at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee with respect
to the Debentures of such series; provided, however, that the Trustee shall
have the right to decline to follow any such direction if the Trustee being
advised by counsel determines that the action or proceeding so directed may
not lawfully be taken or if the Trustee in good faith by its board of directors
or trustee, executive committee, or a trustee committee of directors or trustees
and/or Responsible Officers shall determine that the action or proceedings so
directed would involve the Trustees in personal liability. Prior to any
declaration accelerating the Maturity of the Applicable Debentures of any
series or all series, as the case may be, the Holders of a majority in aggregate
principal amount of such Applicable Debentures at the time outstanding may on
behalf of the Holders of all of such Applicable Debentures and the Holders of
all Coupons, if any, appertaining thereto waive any past default or Event of
Default hereunder with respect to such Applicable Debentures and its
consequences except a default in the payment of the principal of, premium,
if any, or interest on such Applicable Debentures or in respect of a covenant
or provision hereof which under Article Nine cannot be modified or amended
without the consent of the Holder of each such outstanding Applicable
Debenture affected. Upon any such waiver the Corporation, the Trustee, the
Holders of such Applicable Debentures and the Holders of all Coupons, if any,
appertaining thereto shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.
Whenever any default or Event of Default hereunder shall have been waived as
permitted by this Section 507, said default or Event of Default shall for all
purposes of such Applicable Debentures and Coupons and this Indenture be
deemed to have been cured and to be not continuing.
SECTION 508. Notice of Defaults.
The Trustee shall, within 90 days after occurrence of a default with
respect to the Debentures of any series, mail to all Holders of Debentures
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43
of such series in the manner and to the extent provided in Section 703(d)
notice of all defaults known to the Trustee, unless such defaults shall have
been cured before the giving of such notice (the term "defaults" for purpose
of this Section 508 being hereby defined to be any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Debentures of such series); and provided that, except in the case of default
in the payment of the principal of or premium, if any, or interest on any of
the Debentures of such series, or in the making of any payment for a sinking,
purchase or analogous funds with respect to such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors
or trustees, the executive committee, or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of such series.
SECTION 509. Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Debenture and
each Holder of any Coupon, by his acceptance thereof, shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs including
reasonable attorney's fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 509 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Applicable Debentures of any series or all series, as the case may be.
Outstanding, or to any suit instituted by any Holder of any series for the
enforcement of the payment of the principal of, premium, if any, or interest on
any Debenture of such series on or after the due date expressed in such
Debenture.
SECTION 510. Waiver of Stay or Extension Laws.
The Corporation covenants and agrees (to the extent that it may lawfully
do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or
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44
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or performance of this Indenture; and the Corporation (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law has been
enacted.
ARTICLE SIX
THE TRUSTEE
SECTION 601. Certain Duties and Responsibilities.
(a) Except during the continuance of an Event of Default.
(1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the
Trustee; and
(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture; but
in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.
(b) In case an Event of Default with respect to any series of Debentures
has occurred and is continuing, the Trustee shall with respect to the Applicable
Debentures exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.
(c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;
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(2) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the
Outstanding Applicable Debentures relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, under this
Indenture.
(d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
(e) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.
SECTION 602. Notice of Defaults.
Within 90 days after the occurrence of any default hereunder with
respect to the Debentures of any series, the Trustee shall transmit to the
Holders of Applicable Debentures, as their names and addresses appear in
the Debenture Register, notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the
principal of, premium, if any, or interest on any Debenture of any series,
or in the making of any payment for a sinking, purchase or analogous fund
with respect to any series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of
the Trustee in good faith determine that the withholding of such notice is
in the interests of the Holders of such series; and provided, further,
that in the case of any default of the character specified in Section
501(d) with respect to Debentures of such series, no such notice to
Holders of Debentures of any series shall be given until at least 30 days
after the
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occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Debentures of such series.
SECTION 603. Certain Rights of Trustee.
Except as otherwise provided in Section 601:
(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(b) any request or direction of the Corporation mentioned herein
shall be sufficiently evidenced by a Corporation Request or Corporation
Order and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;
(c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter by proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officer's Certificate;
(d) the Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;
(f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond. Debenture or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
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determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Corporation,
personally or by agent or attorney; and
(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.
SECTION 604. Not Responsible for Recitals or Issuance of Debentures.
The recitals contained herein and in the Debentures, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Corporation, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debentures or Coupons. The Trustee shall not be accountable
for the use or application by the Corporation of Debentures or the proceeds
thereof.
SECTION 605. May Hold Debentures.
The Trustee, any Paying Agent, Debenture Registrar or other agent of the
Corporation or the Trustee, in its individual or any other capacity, may become
the owner or pledge of Debentures or Coupons and, subject to Sections 608 and
613, may otherwise deal with the Corporation with the same rights it would have
if it were not Trustee, Paying Agent, Debenture Registrar or such agent.
SECTION 606. Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Corporation.
SECTION 607. Compensation and Reimbursement.
The Corporation agrees
(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);
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(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of
defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. As
security for the performance of the obligations of the Corporation
under this Section, the Trustee shall have a lien prior to the Debentures
upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Debentures or the Holders of particular Coupons.
SECTION 608. Disqualification; Conflicting Interests.
(a) If the Trustee has or shall acquire any conflicting interest, as
defined in this Section with respect to Debentures of any series, it
shall, within 90 days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or
resign with respect to Debentures of any series in the manner and
with the effect hereinafter specified in this Article.
(b) In the event that the Trustee shall fail to comply with the
provisions of Subsection (a) of this Section, the Trustee shall,
within 10 days after the expiration of such 90-day period, transmit
notice of such failure to the Holders in the manner and to the
extent provided in Section 703(d).
(c) For the purposes of this Section, the Trustee shall be deemed to
have a conflicting interest with respect to Debentures of any series
if
(1) the Trustee is trustee under this Indenture with respect to the
Outstanding Debentures of any series other than that series or is trustee
under another indenture under which any other securities, or certificates
of interest or participation in any other securities, of the
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49
Corporation or its subsidiaries are outstanding, unless such other
indenture is a collateral trust indenture under which the only collateral
consists of Debentures issued under this Indenture; provided that there
shall be excluded from the operation of this paragraph (1): (A) the
indenture dated April 1, 1966 between Allied Corporation (under its former
name Allied Chemical Corporation) and The Chase Manhattan Bank (National
Association) pursuant to which Allied Corporation's 5.20% Debentures due
November 1, 1991 were issued; (B) the indenture dated September 1, 1971
between Allied Corporation (under its former name Allied Chemical
Corporation) and The Chase Manhattan Bank (National Association) pursuant
to which Allied Corporation's 7 7/14% Debentures due September 1, 1996
were issued; (C) the indenture dated as of October 1, 1983, between Allied
Corporation and The Chase Manhattan Bank (National Association) as amended
by a First Supplemental Indenture dated as of August 15, 1984 pursuant to
which Allied Corporation's 12 1/2% Sinking Fund Debentures Due 2009 and
Zero Coupon Serial Bonds Due 1985-2009 were issues; (D) the indenture
dated as of May 15, 1980, between The Bendix Corporation and Morgan
Guaranty Trust Company of New York, as Trustee, and as amended by the
First Supplemental Indenture dated as of May 30, 1984, among Allied
Corporation, The Bendix Corporation and Morgan Guaranty Trust Company of
New York, as Trustee, and as amended by the Second Supplemental Indenture
dated as of April 1, 1985, between Allied Corporation and The Chase
Manhattan Bank (National Association), pursuant to which The Bendix
Corporation's 11.20% Sinking Fund Debentures Due 2005 were issued; (E)
Equipment Trust Agreement (Series 5), dated as of April 1, 1974 between
Pullman Rail Leasing Inc. and The Chase Manhattan Bank (National
Association) as Trustee, as amended by the Supplemental Agreement to the
Equipment Trust Agreement (Series 5), dated as of February 26, 1981, among
Pullman Leasing Company, Pullman Rail Leasing Inc. and The Chase Manhattan
Bank (National Association) as Trustee; (F) Equipment Trust Agreement
(Series 4) dated as of April 1, 1973, between Pullman Transport Leasing
Company and The Chase Manhattan Bank (National Association) as Trustee;
and (G) this Indenture with respect to the Debentures of any series other
than that series or any other indenture or indentures under which other
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50
securities, or certificates of interest or participation in other
securities, of the Corporation are outstanding, if
(i) this Indenture and such other indenture or indentures are wholly
unsecured and such other indenture or indentures are hereafter qualified
under TIA, unless the Commission shall have found and declared by order
pursuant to Section 305(b) or Section 307(c) of TIA that differences exist
between the provisions of this Indenture with respect to Debentures of
that series and one or more other series or the provisions of such other
indenture or indentures which are so likely to involve a material conflict
of interest as to make it necessary in the public interest or for the
protection of investors to disqualify the Trustee from acting as such
under this Indenture with respect to Debentures of that series and one or
more other series and such other indenture or indentures, or
(ii) the Corporation shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing thereon,
that trusteeship under this Indenture with respect to Debentures of that
series and one or more other series or such other indenture or indentures
is not so likely to involve a material conflict of interest as to make it
necessary in the public interest or for the protection of investors to
disqualify the Trustee from acting as such under one of such indentures
with respect to Debentures of that series and such other series or such
other indenture or indentures:
(2) the Trustee or any of its directors or executive officers is an
obligor upon the Debentures or an underwriter for the Corporation;
(3) the Trustee directly or indirectly controls or is directly or
indirectly controlled by or is under direct or indirect common control
with the Corporation or an underwriter for the Corporation;
(4) the Trustee or any of its directors or executive officers is a
director, office, partner, employee, appointee or representative of the
Corporation, or of an underwriter (other than the Trustee itself) for the
Corporation who is currently engaged in the business of underwriting,
except that (i) one individual may be a director or an executive officer,
or both, of the Trustee and a director or an executive officer, or both,
of the Corporation but may not be at the same time an executive officer of
both the Trustee and the
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Corporation; (ii) if and so long as the number of directors of the Trustee
in office is more than nine, one additional individual may be a director
or an executive officer, or both, of the Trustee and a director of the
Corporation; and (iii) the Trustee may be designated by the Corporation or
by any underwriter for the Corporation to act in the capacity of transfer,
agent, registrar, custodian, paying agent, fiscal agent, escrow agent, or
depositary, or in any other similar capacity, or, subject to the
provisions of paragraph (1) of this Subsection, to act as trustee, whether
under an indenture or otherwise:
(5) 10% or more of the voting securities of the Trustee is
beneficially owned either by the Corporation or by any director, partner,
or executive officer thereof, or 20% or more of such voting securities is
beneficially owned, collectively, by any two or more of such persons; or
10% or more of the voting securities of the Trustee is beneficially owned
either by an underwriter for the Corporation or by any director, partner
or executive officer thereof, or is beneficially owned, collectively, by
any two or more such person;
(6) the Trustee is the beneficial owner of, or holds as collateral
security for an obligation which is in default (as hereinafter in this
Subsection defined), (i) 5% or more of the voting securities, or 10% or
more of any other class of security, of the Corporation not including the
Debentures issued under this Indenture and securities issued under any
other indenture under which the Trustee is also trustee, or (ii) 10% or
more of any class of security of an underwriter for the Corporation;
(7) the Trustee is the beneficial owner of, or holds as collateral
security for an obligation which is in default (as hereinafter in this
Subsection defined), 5% or more of the voting securities of any person
who, to the knowledge of the Trustee, owns 10% or more of the voting
securities of, or controls directly or indirectly or is under direct or
indirect common control with, the Corporation;
(8) the Trustee is the beneficial owner of, or holds as collateral
security for an obligation which is in default (as hereinafter in this
Subsection defined), 10% or more of any class of security of any person
who, to the knowledge of the Trustee, owns 50% or more of the voting
securities of the Corporation; or
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(9) the Trustee owns, on May 15 in any calendar year, in the
capacity of executor, administrator, testamentary or inter vivos trustee,
guardian, committee or conservator, or in any other similar capacity, an
aggregate of 25% or more of the voting securities, or of any class of
security, of any person, the beneficial ownership of a specified
percentage of which would have constituted a conflicting interest under
paragraphs (6), (7) or (8) of this Subsection. As to any such securities
of which the Trustee acquired ownership through becoming executor,
administrator, or testamentary trustee of an estate which included them,
the provisions of the preceding sentence shall not apply, for a period of
two years from the date of such acquisition, to the extent that such
securities included in such estate do not exceed 25% of such voting
securities or 25% of any such class of security. Promptly after May 15 in
each calendar year, the Trustee shall make a check of its holdings of such
securities in any of the above-mentioned capacities as of such May 15. If
the Corporation fails to make payment in full of the principal of or
interest, if any, on any of the Debentures when and as the same becomes
due and payable and such failure continues for 30 days thereafter, the
Trustee shall make a prompt check of its holdings of such securities in
any of the above-mentioned capacities as of the date of the expiration of
such 30-day period, and after such date, notwithstanding the foregoing
provisions of this paragraph, all such securities so held by the Trustee,
with sole or joint control over such securities vested in it, shall, but
only so long as such failure shall continue, be considered as though
beneficially owned by the Trustee for the purposes of paragraphs (6), (7)
and (8) of the Subsection.
The specification of percentages in paragraphs (5) to (9) inclusive,
of this Subsection, shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this Subsection.
For the purposes of paragraphs (6), (7), (8) and (9) of this
Subsection only, (i) the terms "security" and "securities" shall include
only such securities as are generally known as corporate securities, but
shall not include any note or other evidence or indebtedness issued to
evidence an obligation to repay moneys lent to a person by one or more
banks, trust companies or banking firms, or any certificate of interest or
participation in any such note or evidence of
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indebtedness; (ii) an obligation shall be deemed to be "in default" when a
default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (iii) the Trustee shall not be deemed
to be the owner or holder of (A) any security which it holds as collateral
security, as trustee or otherwise, for an obligation which is not in
default as defined in clause (ii) above, or (B) any security which it
holds as collateral security under this Indenture, irrespective of any
default hereunder, or (C) any security which it holds as agent for
collection, or as custodian, escrow agent, or depositary, or in any
similar representative capacity.
(D) For the purpose of this Section:
(1) The term "underwriter" when used with reference to the
Corporation means every person who, within three years prior to the time
as of which the determination is made, has purchased from the Corporation
with a view to, or has offered or sold for the Corporation in connection
with, the distribution of any security of the Corporation outstanding at
such time, or has participated or has had a direct or indirect
participation in any such undertaking, or has participated or has had a
participation in the direct or indirect underwriting of any such
undertaking, but such term shall not include a person whose interest was
limited to a commission from an underwriter or dealer not in excess of the
usual and customary distributors' or sellers' commission.
(2) The term "director" means any director of a corporation, or any
individual performing similar functions with respect to any organization
whether incorporated or unincorporated.
(3) The term "person" means an individual, a corporation, a
partnership, an association, a joint-stock company, a trust, an
unincorporated organization, or a government or political subdivision
thereof. As used in this paragraph, the term "trust" shall include only a
trust where the interest or interests of the beneficiary or beneficiaries
are evidenced by a security.
(4) The term "voting security" means any security presently
entitling the owner or holder thereof to vote in the direction or
management of the affairs of a person, or any security issued under or
pursuant to any trust, agreement or arrangement whereby a trustee or
trustees or agent or agents for the owner or holder of such security
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are presently entitled to vote in the direction or management of the
affairs of a person.
(5) The term "Corporation" means any obligor upon the Debentures.
(6) The term "executive officer" means the chairman of the board of
directors, the president, every vice president, every trust officer, the
cashier, the secretary, and the treasurer of a corporation, and any
individual customarily performing similar functions with respect to any
organization whether incorporated or unincorporated.
(e) The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:
(1) A specified percentage of the voting securities of the Trustee,
the Corporation or any other person referred to in this Section (each of
whom is referred to as a "person" in this paragraph) means such amount of
the outstanding voting securities of such person as entitles the Holder or
Holders thereof to case such specified percentage of the aggregate votes
which the Holders of all the outstanding voting securities of such person
are entitled to cast in the direction or management of the affairs of such
person.
(2) A specified percentage of a class of securities of a person
means such percentage of the aggregate amount of securities of the class
outstanding.
(3) The term "amount" when used in regard to securities, means the
principal amount if relating to evidences of indebtedness, the number of
shares if relating to capital shares, and the number of units if relating
to any other kind of security.
(4) The term "outstanding" means issued and not held by or for the
account of the issuer. The following securities shall not be deemed
outstanding within the meaning of this definition:
(i) securities of an issuer held in a sinking fund relating to
securities of the issuer of the same class;
(ii) securities of an issuer held in a sinking fund relating
to another class of securities of the issuer, if the obligation
evidenced by such other class of securities is not in default as to
principal or interest or otherwise;
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(iii) securities pledged by the issuer thereof as security for
an obligation of the issuer not in default as to principal or
interest or otherwise; and
(iv) securities held in escrow if placed in escrow by the
issuer thereof;
provided, however, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the
voting rights thereof.
(5) A security shall be deemed to be of the same class as another
security if both securities confer upon the Holder or Holders thereof
substantially the same rights and privileges; provided, however, that, in
the case of secured evidences of indebtedness, all of which are issued
under a single indenture, differences in the interest rates or maturity
dates of various series thereof shall not be deemed sufficient to
constitute such series different classes; and provided, further, that in
the case of unsecured evidences of indebtedness, differences in the
interest rates or maturity dates thereof shall not be deemed sufficient to
constitute them securities of different classes, whether or not they are
issued under a single indenture.
SECTION 609. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $100,000,000, subject
to supervision or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.
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SECTION 610. Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.
(b) The Trustee may resign at any time with respect to any one or more or
all series of Debentures by giving written notice thereof to the Corporation. If
an instrument of acceptance by a successor Trustee with respect to any one or
more or all series of Debentures shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.
(c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Debentures of one or more series (each
series voting as a class) or all series, delivered to the Trustee and to the
Corporation.
(d) If at any time:
(1) the Trustee shall fail to comply with Section 608(a) after
written request therefor by the Corporation or by any Holder who has been
a bona fide Holder of a Debenture for at least six months, or
(2) the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Corporation or
by any such Holder, or
(3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
then, in any such case, (i) the Corporation by a Board Resolution may remove the
Trustee, with respect to any one or more or all series of Debentures or (ii)
subject to Section 509, any Holder who has been a bona fide Holder of a
Debenture of any series for at least six months may, on behalf of himself and
all other similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.
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(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Debentures of one or more series, the Corporation, by a Board Resolution,
shall promptly appoint a successor Trustee with respect to the Debentures of one
or more series. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Debentures of one or more series shall be appointed by Act of the
Holders of a majority in principal amount of the outstanding Debentures of such
series delivered to the Corporation and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to the Debentures of such series and
supersede the successor Trustee appointed by the Corporation. If no successor
Trustee with respect to the Debentures of such series shall have been so
appointed by the Corporation or the Holders and accepted appointment in the
manner hereinafter provided, any Holder of Debentures of such series who has
been a bona fide Holder of a Debenture for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Debentures of such a series.
(f) The Corporation shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to the Holders of
Registered Debentures by first class mail, postage prepaid as their names and
addresses appear in the Debenture Register and to all other Debentureholders and
Holders of Coupons by publishing notice of such event once in a newspaper of
general circulation in New York, New York and London, England. Each notice shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.
SECTION 611. Acceptance of Appointment by Successor.
In the case of the appointment of a successor trustee with respect to all
the Debentures, every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Corporation and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Corporation or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an
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instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee, and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its lien, if any, provided for in Section
607. Upon request of any such successor Trustee, the Corporation shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts.
In case of the appointment hereunder of a successor trustee with respect
to the Debentures of one or more (but not all) series, the Company, the
predecessor Trustee and each successor trustee with respect to the Debentures of
any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Debentures of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such trustees co-trustees of the
same trust and that each such trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such trustee.
No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.
SECTION 612. Merger or Consolidation.
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Debentures shall have been
authenticated, but not delivered by the
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Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Debentures so authenticated with the same effect as if such successor Trustee
had itself authenticated such Debentures.
In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture with respect to one or more series of
Debentures, any of such Debentures shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee and deliver such Debentures so
authenticated; and in case at that time any of the Debentures shall not have
been authenticated, any successor to the Trustee may authenticate such
Debentures either in the name of any predecessor hereunder or in the name of the
successor trustee; and in all such cases such certificates shall have the full
force which it is anywhere in such Debentures or in this Indenture provided that
the certificate of the Trustee shall have; provided however, that the right to
adopt the certificate of authentication of any predecessor Trustee or
authenticate Debentures in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.
SECTION 613. Preferential Collection of Claims Against Corporation
(a) Subject to Subsection (b) of this Section, if the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of the
Corporation within four months prior to a default, as defined in Subsection (c)
of this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Debentures, the Holders of Coupons and the holders of other indenture securities
(as defined in Subsection (c) of this Section);
(1) an amount equal to any and all reductions in the amount due and
owing upon any claim as such creditor in respect of principal or interest,
effected after the beginning of such four month period and valid as
against the Corporation and its other creditors, except any such reduction
resulting from the receipt or disposition of any property described in
paragraph (2) of this Subsection, or from the exercise of any right of
set-off which the Trustee could have exercised if a petition in bankruptcy
had been filed by or against the Corporation upon the date of such
default; and
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(2) all property received by the Trustee in respect of any claim as
such creditor, either as security therefor, or in satisfaction or
composition thereof, or otherwise, after the beginning of such four month
period, or an amount equal to the proceeds of any such property, if
disposed of, subject, however, to the rights, if any, of the Corporation
and its other creditors in such property or such proceeds.
Nothing herein contained, however, shall affect the right of the Trustee
(A) to retain for its own account (i) payments made on account of
any such claim by any person (other than the Corporation) who is liable
thereon, and (ii) the proceeds of the bona fide sale of any such claim by
the Trustee to a third person, and (iii) distribution made in cash,
securities or other property in respect of claims filed against the
Corporation in bankruptcy or receivership or in proceedings for
reorganization pursuant to Title II of the United States Code, as now
constituted or as hereafter amended, or applicable State law;
(B) to realize, for its own account, upon any property held by it as
security for any such claim, if such property was so held prior to the
beginning of such four month period;
(C) to realize, for its own account, but only to the extent of the
claim hereinafter mentioned, upon any property held by it as security for
any such claim, if such claim was created after the beginning of such four
month period and such property was received as security therefor
simultaneously with the creation thereof, and if the Trustee shall sustain
the burden of proving that at the time such property was so received the
Trustee had no reasonable cause to believe that a default as defined in
Subsection (c) of this Section would occur within four months; or
(D) to receive payment on any claim referred to in paragraph (B) or
(C), against the release of any property held as security for such claim
as provided in paragraph (B) or (C), as the case may be, to the extent of
the fair value of such property.
For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such four month period for property
held as security at the time of such substitution shall, to the extent of
the fair value of the property released, have the same status as the
property released, and, to the extent that any claim referred to in any of
such
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paragraphs is created in renewal of or in substitution for or for the
purpose of repaying or refunding any pre-existing claim of the Trustee as
such creditor, such claim shall have the same status as such pre-existing
claim.
If the Trustee shall be required to create a special account pursuant to
this Section, the funds and property held in such special account and the
proceeds thereof shall be apportioned between the Trustee, the Holders of the
Debentures, the Holders of the Coupons and the holders of other indenture
securities in such manner that the Trustee, such Holders and the holders of
other indenture securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the Corporation in
bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code, as now constituted or as hereafter amended,
or applicable State law, the same percentage of their respective claims, figured
before crediting to the claim of the Trustee anything on account of the receipt
by it from the Corporation of the funds and property in such special account and
before crediting to the respective claims of the Trustee and such Holders and
the holders of other indenture securities dividends on claims filed against the
Corporation in bankruptcy or receivership or in proceedings for reorganization
pursuant to Title 11 of the United States Code, as now constituted or as
hereafter amended, or applicable State law, but after crediting thereon receipts
on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or proceedings for reorganization pursuant to
Title 11 of the United States Code, as now constituted or as hereafter amended,
or applicable State law, whether such distribution is made in cash, securities,
or other property, but shall not include any such distribution with respect to
the secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion between the Trustee and such Holders and the
holders of other indenture securities, in accordance with the provision of this
paragraph, the funds and property held in such special account and proceeds
thereof, or (ii) in lieu of such apportionment, in whole or in part, to give to
the provisions of this paragraph due consideration in determining the fairness
of the distributions to be made to the Trustee and such Holders and the holders
of other
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indenture securities with respect to their respective claims, in which event it
shall not be necessary to liquidate or to appraise the value of any securities
or other property held in such special account or as security for any such
claim, or to make a specific allocation of such distributions as between the
secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.
Any Trustee which has resigned or been removed after the beginning of such
four month period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four month period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:
(i) the receipt of property or reduction of claim, which would have
given rise to the obligation to account, if such Trustee had continued as
Trustee, occurred after the beginning of such four month period; and
(ii) such receipt of property or reduction of claim occurred within
four months after such resignation or removal.
(b) There shall be excluded from the operation of Subsection (a) of this
Section a creditor relationship arising from
(1) the ownership or acquisition of securities issued under any
indenture, or any security or securities having a maturity of one year or
more at the time of acquisition by the Trustee;
(2) advances authorized by a receivership or bankruptcy court of
competent jurisdiction, or by this Indenture, for the purpose of
preserving any property which shall at any time be subject to the lien of
this Indenture or of discharging tax liens or other prior liens or
encumbrances thereon, if notice of such advances and of the circumstances
surrounding the making thereof is given to the Holders at the time and in
the manner provided in this Indenture;
(3) disbursements made in the ordinary course of business in the
capacity of trustee under an indenture, transfer agent, registrar,
custodian, paying agent, fiscal agent or depositary, or other similar
capacity;
(4) an indebtedness created as a result of services rendered or
premises rented; or an indebtedness created as a result of goods or
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securities sold in a cash transaction as defined in Subsection (c) of this
Section:
(5) the ownership of stock or of other securities of a corporation
organized under the provisions of Section 25(a) of the Federal Reserve
Act, as amended, which is directly or indirectly a creditor of the
Corporation; or
(6) the acquisition, ownership, acceptance or negotiation of any
drafts, bills of exchange, acceptances or obligations which fall within
the classification of self-liquidating paper as defined in Subsection
(c)of this Section.
(c) For the purposes of this Section only:
(1) The term "default" means any failure to make payment in full of
the principal of any of the Debentures or the principal of or interest on
the other indenture securities when and as such principal or interest
becomes due and payable.
(2) The term "other indenture securities" means securities upon
which the Corporation is an obligor outstanding under any other indenture
(i) under which the Trustee is also trustee, (ii) which contains
provisions substantially similar to the provisions of this Section, and
(iii) under which a default exists at the time of the apportionment of the
funds and property held in such special account.
(3) The term "cash transaction" means any transaction in which full
payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other
orders drawn upon banks or bankers and payable upon demand.
(4) The term "self-liquidating paper" means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the Corporation for the purpose of financing the purchase,
processing, manufacture, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the security is
received by the Trustee simultaneously with the creation of the creditor
relationship with the Corporation arising
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from the making, drawing, negotiating or incurring of the draft, bill of
exchange, acceptance or obligation.
(5) The term "Corporation" means any obligor upon the Debentures.
ARTICLE SEVEN
HOLDERS'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION
SECTION 701. Corporation to Furnish Trustee Names and Addresses of
Holders.
The Corporation will furnish or cause to be furnished to the Trustee:
(a) semiannually, not more than 15 days after each regular record
date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Registered Debentures as of such
regular record date, and
(b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Corporation of any such request, a
list of similar form and consent as of a date not more than 15 days prior
to the time such list is furnished.
provided, however, that so long as the Trustee is the Debenture Registrar, no
such list shall be required to be furnished but in any event the Corporation
shall be required to furnish such information concerning the Holders of
Unregistered Debentures which is known to them; provided, further, that the
Corporation shall have no obligation to investigate any matter relating to any
Holder of an Unregistered Debenture or any Holder of a Coupon.
SECTION 702. Preservation of Information: Communications to Holders.
(a) The Trustee shall preserve, in as current a form as reasonably
practicable, all information as to the names and addresses of Holders
(1)contained in the most recent list furnished to it as provided in Section
701.(2) received by it in the capacity of Debenture Registrar or Paying Agent(if
acting in either such capacity or both) hereunder and (3) filed with the Trustee
within the two preceding years pursuant to clause (2) of Section 703(d).
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The Trustee may destroy any list furnished to it as provided in Section
701 upon receipt of a new list so furnished.
(b) If three or more Holders (hereinafter referred to as
"applicants")apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Debenture for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this Indenture or under the Debentures and is accompanied
by a copy of the form of proxy or other Communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the
receipt of such Application, at its election, either
(i) afford such applicants access to the information preserved at
(ii) the time by the Trustee in accordance with Section 702(a), or inform
such applicants as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 702(a), and as to the approximate cost of mailing to
such Holders the form of proxy or other communication, if any, specified in such
application.
If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a), a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a Written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the Basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so
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sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application:
(c) Each and every Holder of the Debentures, by receiving and Holding the
same, agrees with the Corporation and the Trustee that Neither the Corporation
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance with
Section 702(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 702(b).
Section 703. Reports by Trustee.
(a) Within 60 days after July 15 each year, commencing with the year 1985,
the Trustee shall transmit by mail to all Holders of the Debentures for which it
is acting as Trustee, as provided in Subsection (d) of this Section, a brief
report dated as of such reporting date with respect to:
(1) its eligibility under Section 609 and its qualifications under
Section 608, or in lieu thereof, if to the best of its knowledge it has
continued to be eligible and qualified under said Sections, a written
Statement to such effect:
(2) the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making thereof) made
by the Trustee (as such) which remain unpaid on the date of such report,
and for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Debentures, on any property or funds held or
collected by it as Trustee, except that the Trustee shall not be required
(but may elect) to report such advances if such advances so remaining
unpaid aggregate not more than 1/2 of 1% of the principal amount of the
Debentures outstanding on the date of such report:
(3) the amount, interest rate and maturity date of all other
indebtedness owning by the Corporation (or by any other obligor on the
Debentures) to the Trustee in its individual capacity, on the date of such
report, with a brief description of any property held as collateral
security therefor, except an indebtedness based upon a
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creditor relationship arising in any manner described in Section
613(b)(2), (3), (4) or (6);
(4) the property and funds, if any, physically in the possession of
the Trustee as such on the date of such report;
(5) any additional issue of Debentures which the Trustee has not
previously reported; and
(6) any action taken by the Trustee in the performance of its
duties hereunder which it has not previously reported and which in its
opinion materially affects the Debentures, except action in respect of a
default, notice of which has been or is to be withheld by the Trustee in
accordance with Section 602.
(b) The Trustee shall transmit to the Holders, as hereinafter provided, a
brief report with respect to the character and amount of any advances (and if
the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) since the date of the last report
transmitted pursuant to Subsection (a) of this Section (or if no such report has
yet been transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Debentures, on property or funds held or collected by it as Trustee, and
which it has not previously reported pursuant to this Subsection, except that
the Trustee shall not be required (but may elect) to report such advances if
such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of the Debentures outstanding at such time, such report to be
transmitted within 90 days after such time.
(c) A copy of each such report shall, at the time of such transmission to
the Holders of the Debentures, be filed by the Trustee with each stock exchange
upon which the Debentures are listed, and also with the Commission. The
Corporation will notify the Trustee when the Debentures are listed on any stock
exchange.
(d) Reports pursuant to this Section shall be transmitted by mail:
(1) to all Holders of Registered Debentures as the names and
addresses of such Holders appear in the Debenture Register;
(2) to such other Holders of Debentures as have, within the two years
preceding such transmission, filed their names and addresses with the
Trustee for that purpose; and
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(3) except in the case of reports pursuant to Subsection (b) of this
Section, to each Holder whose name and address is preserved at the time by
the Trustee, as provided in Section 702(a).
SECTION 704. Reports by Corporation
The Corporation will
(1) file with the Trustee, within 15 days after the Corporation is
required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Corporation may be
required to file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934; or if the corporation is not
required to file information, documents or reports pursuant to either of
said Sections, then it will file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents
and reports which may be required pursuant to Section 13 of the Securities
Exchange Act of 1934 in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in
such rules and regulations;
(2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance
by the Corporation with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and
(3) transmit to the Holders, within 30 days after the filing thereof
with the Trustee, and in the manner and to the extent provided in Section
703(d) with respect to reports pursuant to Section 703(a), such summaries
of any information, documents and reports required to be filed by the
Corporation pursuant to paragraphs (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.
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ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 801. Corporation May Consolidate, Etc., Only on Certain Terms
The Corporation shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, unless:
(1) the corporation formed by such consolidation or into which the
Corporation is merged or the Person which acquires by conveyance, transfer
or lease the properties and assets of the Corporation substantially as an
entirety shall be a corporation organized and existing under the laws of
the United States of America or any State or the District of Columbia, and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal interest, if any, on all the Debentures
and the performance of every covenant of this Indenture on the part of the
Corporation to be performed or observed;
(2) immediately after giving effect to such transaction, no Event of
Default, and no event which after notice or lapse of time, or both, would
become and Event of Default, shall have happened and be continuing; and
(3) the Corporation has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance, transfer or lease a111nd such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been
complied with.
If, upon any consolidation or merger of the Corporation with or into any
other corporation, or upon any sale or conveyance of all or substantially all
the property of the Corporation to any other corporation, any of the property of
the Corporation or of any other Subsidiary owning Restricted Property would
thereupon become subject to any mortgage, lien or pledge, the Corporation, prior
to or simultaneously with such consolidation, merger, sale or conveyance, will
secure the Debentures Outstanding hereunder, equally and ratably with any other
obligations of
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the Corporation or any Subsidiary owning Restricted Property then entitled
thereto, by direct lien on all such property prior to all liens other than any
theretofore existing thereon.
Section 802. Successor Corporation Substituted.
Upon any consolidation or merger, or any conveyance, transfer or lease of
the properties and assets of the Corporation substantially as an entirety in
accordance with Section 801, the successor corporation formed by such
consolidation or into which the Corporation is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Corporation under this Indenture
with the same effect as if such successor corporation had been named as the
Corporation herein; and in the event of any such conveyance or transfer (but not
lease), the Corporation (which term for this purpose shall mean the Person named
as the "Corporation" in the first paragraph of this instrument or any successor
corporation which shall theretofore have become such in the manner prescribed in
this Article) shall be discharged from all obligations and covenants under the
Indenture and may be dissolved and liquidated.
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ARTICLE NINE
SUPPLEMENTAL INDENTURES
Section 901. Supplemental Indentures without Consent of Holders
Without the consent of any Holders, the Corporation, when authorized by
action of the Board of Directors or, for the purposes of clause (3) below, by
the Pricing Committee, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:
(1) to evidence the succession of another corporation to the Corporation,
and the assumption by any such successor of the covenants of the Corporation
herein and in the Debentures contained;
(2) to add to the covenants of the Corporation, for the benefit of the
Holders of debentures of all or any series, to convey, transfer, assign,
mortgage or pledge any property to or with the Trustee, or to surrender any
right or power herein conferred upon the Corporation.
(3) to set forth the terms of the Debentures of any additional series;
(4) to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture which shall not be inconsistent with the provisions of this
Indenture, provided such action shall not adversely affect the interests of the
Holders of the Debentures of any series or the Holders of any Coupons;
(5) or to evidence and provide for the acceptance of appointment hereunder
by a successor trustee with respect to the Debentures of one or more series or
to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Section 611.
SECTION 902. Supplemental Indentures with Consent of Holders
With the consent of the Holders of a majority in principal amount of the
outstanding Debentures of each series, if any, to be affected (voting as a
class), by Act of said Holders delivered to the Corporation and the
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72
Trustee, the Corporation, when authorized by action of the Pricing Committee,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of each series to be affected (voting as a
class) under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Debenture
affected thereby.
(1) change the Stated Maturity of the principal of, or any
installment of interest on, any Debenture, or reduce the principal amount
thereof or the interest thereon or any premium payable upon the redemption
thereof, or change any place of payment where, or the coin or currency in
which, any Debenture or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or
after the redemption date),
(2) or reduce the percentage in principal amount of the Outstanding
Debentures, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for
any waiver (of compliance with certain provisions of this indenture or
certain defaults hereunder and their consequences) provided for in this
indenture,
(3) or modify any of the provisions of this section or Section 507,
except to increase any such percentage or to provide that certain other
provisions of this indenture cannot be modified or waived without the
consent of the Holder of each Debenture affected thereby. It shall not be
necessary for any act of Holders under this section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such act shall approve the substance thereof.
SECTION 903. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to section 601) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The
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73
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.
SECTION 904. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Debentures and every Holder of Coupons theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.
SECTION 905. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of TIA as then in effect.
SECTION 906. Reference in Debentures to Supplemental Indentures.
Debentures authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Corporation shall so
determine, new Debentures so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any such supplemental indenture may be
prepared and executed by the Corporation and authenticated and delivered by the
Trustee in exchange for Outstanding Debentures.
ARTICLE TEN
COVENANTS
SECTION 1001. Payment of Principal, Premium and Interest.
With respect to each series of Debentures, the Corporation will duly and
punctually pay the principal of, premium, if any, and interest, if any, on the
Debentures of such series in accordance with the terms of the Debentures of such
series, any Coupons appertaining thereto and this Indenture. The interest on
Unregistered Debentures shall be payable only upon presentation and surrender of
the several Coupons for such interest
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installments as are evidenced thereby as they severally mature. The interest on
any temporary Unregistered Debenture shall be paid, as to any installment of
interest evidenced by a Coupon attached thereto, if any, only upon presentation
and surrender of such Coupon, and, as to the other installments of interest, if
any, only upon presentation of such Debentures for notation thereon of the
payment of such interest.
SECTION 1002. Maintenance of Office or Agency.
The Corporation will maintain an office or agency in each Place of Payment
for any series of Debentures to the extent necessary to enable the Corporation
to comply with its obligations under the Debentures and this Indenture, where
Debentures of such series and any Coupons appertaining thereto may be presented
or surrendered for payment (except that payment will be made only as provided in
the Debentures and in this Indenture). The Corporation will also maintain an
office or offices or an agency or agencies where the Debentures of any series
may be surrendered for transfer or exchange and where notices and demands to or
upon the Corporation in respect of the Debentures of such series and any Coupons
appertaining thereto and this Indenture may be served. The Corporation will give
prompt written notice to the Trustee of the location, and of any change in the
location, of such office or agency. If at any time the Corporation shall fail to
maintain such office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the principal corporate trust office of the Trustee, and the
Corporation hereby appoints the Trustee its agent to receive all such
presentation surrenders, notices and demands.
SECTION 1003. Money for Debenture Payments To Be Held in Trust.
If the Corporation shall at any time act as its own Paying Agent for any
series of Debentures and any Coupons appertaining thereto, it will, on or before
each due date of the principal of, premium, if any, or interest on, any of the
Debentures of such series, segregate and hold in trust for the benefit of the
persons entitled thereto a sum sufficient to pay the principal of, premium, if
any, or interest so becoming due until such sums shall be paid to such persons
or otherwise disposed of as herein provided, and will promptly notify the
Trustee of its action or failure so to act.
Whenever the Corporation shall have one or more Paying Agents for any
series of Debentures, it will, on or before one Business Day prior to
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each due date of the principal of, premium, if any, or interest on, any
Debentures of such series with respect to Paying Agents located outside the
United States, and on or before each such due date with respect to Paying Agents
located in the United States, deposit with such Paying Agents a sum sufficient
to pay the principal of, premium, if any, or interest, so becoming due, such sum
to be held in trust for the benefit of the persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the Trustee) the
Corporation will promptly notify the Trustee of its action or failure so to act.
The Corporation will cause each Paying Agent for any series of Debentures
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this section, that such Paying Agent will
(1) hold all sums held by it for the payment of principal of,
premium, if any, or interest on Debentures of such series in trust for the
benefit of the persons entitled thereto until such sums shall be paid to
such persons or otherwise disposed of as herein provided;
(2) give the Trustee notice of any default by the Corporation (or any
other obligor upon the Debentures of such series) in the making of such
payment of principal of, premium, if any, or interest; and
(3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.
The Corporation may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Corporation Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Corporation or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the
Corporation or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held by
the Corporation, in trust for the payment of the principal of, premium, if any,
or interest on any Debenture of any series and remaining unclaimed for 3 years
after such principal of, premium, if any, or interest has become due and payable
shall be paid to the Corporation on Corporation Request, or (if then held by the
Corporation) shall be discharged from such trust; and the Person entitled to
such money shall
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thereafter, as an unsecured general creditor, look only to the Corporation for
payment thereof (and, in the case of Unregistered Securities, such payment to be
made only at such place or place or places specified pursuant to Section 302),
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Corporation as trustee thereof, shall thereupon
cease.
SECTION 1004. Statement as to Compliance.
The Corporation will deliver to the Trustee, within 120 days after the end
of each fiscal year, a written statement, which need not comply with Section
102, signed by the Chairman of the Board, the President, or a Vice President, or
by the Treasurer or an Assistant Treasurer or the Secretary of the Corporation,
stating that
(1) a review of the activities of the Corporation during such year
and of performance under this Indenture has been made under his
supervision, and
(2) to the best of his knowledge, based on such review, (a) the
Corporation has fulfilled all its obligations under this Indenture
throughout such year, or, if there has been a default in the fulfillment
of any such obligation, specifying each such default known to him and the
nature and status thereof, and (b) no event has occurred and is continuing
which is, or after notice or lapse of time or both would become, an Event
of Default under clause (d) of Section 501, or, if such an event has
occurred and is continuing, specifying each such event known to him and
the nature and status thereof.
SECTION 1005. Limitation on Mortgages.
The Corporation covenants and agrees that, so long as any of the
Debentures shall be Outstanding, neither it nor any Subsidiary owning Restricted
Property will issue, assume or guarantee any Debt secured by Mortgages upon any
Restricted Property, without effectively providing that the Outstanding
Debentures shall be secured equally and ratably with such Debt so long as such
Debt shall be so secured, except that the foregoing provisions shall not apply
to:
(a) Mortgages affecting property of the Corporation in effect as of
the date hereof or of a corporation existing at the time it becomes a
Subsidiary or at the time it is merged into or consolidated with the
Corporation or a Subsidiary;
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(b) Mortgages on property existing at the time of acquisition
thereof or incurred to secure payment of all or part of the purchase price
thereof or to secure Debt incurred prior to, at the time of or within 24
months after acquisition thereof for the purpose of financing all or part
of the purchase price thereof;
(c) Mortgages on property to secure all or part of the cost of
exploration, drilling or development thereof or (in the case of property
which is, in the opinion of the Board of Directors, substantially
unimproved for the use intended by the Corporation) all or part of the
cost of improvement thereof, or to secure Debt incurred to provide funds
for any such purpose;
(d) Mortgages which secure only Debt owing by a Subsidiary to the
Corporation or a Subsidiary;
(e) Mortgages in favor of the United States of America, any State,
any foreign country, or any department, agency, instrumentality, or
political subdivision of any such jurisdiction, to secure partial,
progress, advance or other payments pursuant to any contract or statute or
to secure any indebtedness incurred for the purpose of financing all or
any part of the purchase price or cost of constructing or improving the
property subject thereto, including, without limitation, Mortgages to
secure Debt of the pollution control or industrial revenue bond type; or
(f) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any Mortgage referred
to in the foregoing clauses (a) to (e) inclusive or of any Debt secured
thereby, provided that the principal amount of Debt secured thereby shall
not exceed the principal amount of Debt so secured at the time of such
extension, renewal or replacement, and that such extension, renewal or
replacement Mortgage shall be limited to all or part of the property which
secured the Mortgage extended, renewed or replaced (plus improvements on
such property).
Notwithstanding the foregoing provisions of this Section 1005, the Corporation
and any one or more Subsidiaries owning Restricted Property may issue, assume or
guarantee Debt secured by Mortgages which would otherwise be subject to the
foregoing restrictions in an aggregate principal amount which, together with the
aggregate outstanding principal amount of all other Debt of the Corporation and
its Subsidiaries owning
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Restricted Property which would otherwise be subject to the foregoing
restrictions (not including Debt permitted to be secured under clauses (a) to
(f) inclusive above) and the aggregate Value of the Sale and Lease-Back
Transactions in existence at such time (not including Sale and Lease-Back
Transactions as to which the Corporation has complied with Section 1006 (b),
does not at any one time exceed 10% of the Consolidated Net Tangible Assets of
the Corporation and its consolidated Subsidiaries.
The following types of transaction, among others, shall not be deemed to
create Debt secured by Mortgages:
(1) the sale or other transfer of oil, gas or other minerals in
place for a period of time until, or in an amount such that, the
transferee will realize therefrom a specified amount (however determined)
of money or such minerals, or the sale or other transfer of any other
interest in property of the character commonly referred to as a production
payment, and
(2) Mortgages required by any contract or statute in order to permit
the Corporation or a Subsidiary to perform any contract or subcontract
made by it with or at the request of the United States of America, any
State, any foreign country or any department, agency or instrumentality of
any of the foregoing.
SECTION 1006. Limitation on Sale and Lease-Back.
The Corporation covenants and agrees that neither it nor any Subsidiary
owning Restricted Property will enter into any Sale and Lease-Back Transaction
unless either:
(a) the Corporation or such Subsidiary owning Restricted Property
would be entitled, pursuant to the provisions of Section 1005, to incur
Debt in a principal amount equal to or exceed the Value of such Sale and
Lease-Back Transaction, secured by Mortgages on the property to be leased,
without equally and ratably securing the Outstanding Debentures, or
(b) the Corporation (and in any such case the Corporation covenants
and agrees that it will do so) during the four months immediately
following the effective date of such Sale and Lease-Back Transaction
(whether made by the Corporation or a Subsidiary owning Restricted
Property) applies or causes to be applied to the voluntary retirement of
Funded Debt an amount equal to the Value of such Sale and Lease-Back
Transaction.
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For purposes of Section 1005 and this Section 1006, the term "Value" shall
mean, with respect to a Sale and Lease-Back Transaction, as of any particular
time, an amount equal to the greater of (1) the net proceeds of the sale or
transfer of the property leased pursuant to such Sale and Lease-Back Transaction
or (2) the fair value in the opinion of the Board of Directors of such property
at the effective date of such Sale and Lease-Back Transaction, in either case
divided by the number of full years of the term of the lease and then multiplied
by the number of full years of such term remaining at the time of determination,
without regard to any renewal or extension options contained in the lease.
SECTION 1007. Waiver of Certain Covenants.
Anything in this Indenture to the contrary notwithstanding, the
Corporation may fail or omit in any particular instance to comply with any
covenant or condition set forth in Sections 1005 and 1006 if the Corporation
shall have obtained and filed with the Trustee evidence, by Act of the Holders,
of the consent of the Holders of a majority in principal amount at Stated
Maturity of the Debentures of each series to the affected at the time
Outstanding, either waiving such compliance in such instance or generally
waiving compliance with such covenant or condition, but no such waiver shall
extend to or affect any obligation not in terms waived or impair any right
consequent thereon.
ARTICLE ELEVEN
REDEMPTION OF DEBENTURES
SECTION 1101. Reservation of Right to Redeem
With respect to any particular series of Debentures, the Corporation may
reserve the right to redeem and pay before Maturity all or any part of the
Debentures of such series at such time or times, and from time to time, on such
terms, as the Pricing Committee may determine and as shall be expressed or
referred to in the Debentures of such series when issued.
SECTION 1102. Election To Redeem.
In case the Corporation shall desire to exercise such right to redeem all,
or, as the case may be, any part of any particular series of Debentures in
accordance with the right reserved so to do, it shall give notice of such
redemption to the Holders of the Debentures to be redeemed by giving notice of
such redemption not less than 30 nor more than 60 days prior to
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the date fixed for redemption in the manner provided in Section 106. Any notice
which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives the notice. In any
case, failure duly to give notice or any defect in the notice, to the Holder of
any Debenture designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other Debenture.
Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Debentures are to be redeemed, and shall state
the place or places of payment (which shall be the office or agency to be
maintained by the Corporation for that purpose), that payment will be made upon
presentation and surrender of such Debentures and that, unless otherwise
specified in such notice, Unregistered Coupon Debentures, if any, surrendered
for payment must be accompanied by all Coupons maturing subsequent to the
redemption date, failing which the amount of any such missing Coupon or Coupons
will be deducted from the sum due for payment, that interest accrued to the date
fixed for redemption will be paid as specified in said notice, and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. If less than all the Debentures are to be redeemed, the notice
shall specify the Debentures to be redeemed. In case any Debenture is to be
redeemed in part only, the notice which relates to such Debenture shall state
the portion of the principal amount thereof to be redeemed and shall state that
on and after the date fixed for redemption, upon surrender of such Debenture and
any Coupons appertaining thereto, a new Debenture or Debentures in principal
amount equal to the unredeemed portion thereof and with appropriate Coupons will
be issued, or, in the case of Debentures providing appropriate space for such
notation, at the option of the Holder the Trustee, in lieu of delivering a new
Debenture or Debentures as aforesaid, will make a notation on such Debenture of
the payment of the redeemed portion thereof.
Prior to the redemption date specified in any notice of redemption given
as provided in this Section 1102, the Corporation will deposit with the Trustee
an amount of money sufficient to redeem on the redemption date all the
Debentures so called for redemption and then Outstanding at the appropriate
redemption price, together with (unless the redemption date shall be an interest
payment date) accrued interest to the date fixed for redemption
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If less than all the Debentures are to be redeemed, the Corporation shall
give the Trustee notice not less than 60 days prior to the redemption date as to
the aggregate principal amount of Debentures to be redeemed, and thereupon the
Trustee shall select the particular Debentures to be redeemed as a whole or in
part and shall thereafter promptly notify the Corporation in writing of the
particular Debentures or portions thereof to be redeemed. In the discretion of
the Trustee, the Debentures to be redeemed may be selected in such manner as the
Trustee deems appropriate and fair.
SECTION 1103. Debentures Payable on Redemption Date.
If the giving of notice of redemption shall have been completed as
provided in Section 1102 or 1104, the Debentures, or portions of Debentures
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the applicable redemption price, together with
interest accrued to the date fixed for redemption, and on and after said date
(unless the Corporation shall default in the payment of such Debentures at the
redemption price, together with any interest accrued to said date) interest on
the Debentures or portions of Debentures so called for redemption shall cease to
accrue. On presentation and surrender of such Debentures at said place of
payment in said notice specified, said Debentures or the specified portions
thereof shall be paid and redeemed by the Corporation at the applicable
redemption price, together with any interest accrued thereon to the date fixed
for redemption.
Upon presentation of any Debenture redeemed in part only and the Coupons
appertaining thereto, the Corporation shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Corporation, a new Debenture or Debentures and the Coupons
appertaining thereto, of authorized denominations, in principal amount equal to
the unredeemed portion of the Debenture so presented, or, in the case of
Debentures providing appropriate space for such notation, at the option of such
holder the Trustee, in lieu of delivering a new Debenture or Debentures as
aforesaid, shall make a notation thereon of the payment of the portion of the
principal of such Debenture called for redemption.
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SECTION 1104. Sinking Fund.
(a) Any particular series of Debentures may be subject to redemption by
operation of a mandatory or optional sinking fund on such terms as the Pricing
Committee may determine in accordance with Section 301 and as shall be expressed
or referred to in the Debentures of such series when issued.
(b) To the extent that the Corporation may, prior to any date on which a
mandatory sinking fund obligation is to be performed, (i) redeem and pay
Debentures or (ii) otherwise purchase and deliver to the Trustee Debentures
(other than those previously called for redemption) as and for a sinking fund
for the retirement of any particular series of Debentures, the Corporation
shall, at its option, be entitled to a credit against its future mandatory
sinking fund obligations equal to the principal amount of Debentures so redeemed
and paid or purchased and delivered. Such credit may be applied by the
Corporation in whole or in part, in respect of any mandatory sinking fund
obligation and, until completely applied as aforesaid, such credit shall
continue to be available for application against any mandatory sinking fund
obligation.
(c) On or before 60 days prior to any date on which a mandatory sinking
fund obligation is to be performed, the Corporation will deliver to the Trustee
an Officers' Certificate specifying the portions of the next ensuing sinking
fund payment which are to be satisfied by payment of cash, by delivery of
Debentures or by crediting Debentures, and will also deliver to the Trustee the
Debentures to be so delivered. Such Officers' Certificate shall also state that
the Debentures forming the basis of any such credit do not include any
Debentures which have been redeemed through the operation of a mandatory sinking
fund as provided in Subsection (a) above or previously credited against any
sinking fund payment. The Trustee shall, upon the receipt of such Officers'
Certificate, select the Debentures to be redeemed upon the next ensuing sinking
fund payment date, in the manner specified in Section 1102 and notice of the
redemption thereof shall be given in the manner provided in that Section. Such
notice having been duly given, the redemption of such Debentures shall be made
upon the terms and in the manner stated in Section 1103.
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This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
ALLIED-SIGNAL INC.,
By
Vice President and Treasurer
Attest:
Assistant Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(SEAL)
By
Vice President
Attest:
Assistant Secretary
STATE OF NEW JERSEY )
) ss:
COUNTY OF MORRIS )
On this ____ day of __________________, before me, a notary public in and
for said State, personally appeared ______________, known to me to be the Vice
President and Treasurer of ALLIED-SIGNAL INC., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation exceeded the within instrument pursuant to its By-laws or a
resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
NOTARY PUBLIC
STATE OF NEW JERSEY
My Commission Expires:
<PAGE>
STATE OF NEW YORK )
) ss:
COUNTY OF YORK )
On this ____ day of ___________, before me, a notary public in and for said
State, personally appeared _________________, known to me to be the Vice
President of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation exceeded the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
NOTARY PUBLIC
STATE OF NEW YORK
My Commission Expires:
<PAGE>
A-1
EXHIBIT A
[FORM OF FACE OF DEBENTURE]
ALLIED-SIGNAL INC.
% Debenture
Due
$1,000 No.
ALLIED-SIGNAL INC., a Delaware corporation (hereinafter called the
"Corporation," which term includes any successor corporation under the indenture
hereinafter referred to), for value received, hereby promises to pay to the
registered holder hereof, on the sum of
$1,000 and to pay interest thereon, from the date hereof, semiannually
on and at the rate of .
Payment of the principal of, premium, if any, and interest on this Debenture
will be made at the office or agency of the Corporation maintained for that
purpose in the Borough of Manhattan, the City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debt, provided that the interest
may be paid, at the option of the Corporation, by check mailed to the address of
the person entitled thereto as such address shall appear on the register of the
Corporation.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee.
The provisions of this Debenture are continued on the reverse hereof, and
the provisions there set forth shall for all purposes have the same effect as if
set forth at this place.
IN WITNESS WHEREOF, the Corporation has caused this Debenture to be duly
executed under its corporate seal.
Dated:
ALLIED-SIGNAL INC.,
By
Vice President and Treasurer
Attest:
Secretary
<PAGE>
A-2
This debenture is one of a duly authorized issue of debentures of the
Corporation designed as its % Debentures due ,
(hereinafter called the "Debentures"), limited in aggregate principal amount to
$ issues and to be issued under an indenture dated October 1, 1985
(hereinafter called the "Indenture"), between the Corporation and as trustee
(hereinafter 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 thereunder of
the Corporation, the Trustee and the Holders of the Debentures and the terms
upon which the Debentures are, and are to be, authenticated and delivered.
If an Event of Default, as defined in the Indenture, shall occur, the
principal of all the Debentures may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Debentures under the Indenture
at any time by the Corporation with the consent of the Holders of a majority in
aggregate principal amount of the Debentures at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Debentures at the time
Outstanding, on behalf of the Holders of all the Debentures, to waive compliance
by the Corporation 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 Debenture shall be conclusive and binding upon such Holder
and upon all future holders of this Debenture and of any Debenture issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Debenture at the times, place, and rate, and the coin or
currency, herein prescribed.
This Debenture shall be registered upon issuance at the office of agency
of the Corporation, such registration being noted hereon. While registered as
aforesaid, this Debenture shall be transferable on the Debenture Register of the
Corporation by the registered Holder hereof,
<PAGE>
A-3
upon like presentation of this Debenture for notation of such transfer hereon,
accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Debenture Registrar duly executed by the registered Holder
hereof or his attorney duly authorized in writing, all as provided in the
Indenture and subject to certain limitations therein set forth. No service
charge shall be made for any registration or transfer, but the Corporation may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Debentures are issuable as registered Debentures without coupons in
the denominations of $1,000 and any other multiple of $1,000 authorized by the
Corporation, such authorization to be conclusively evidenced by the execution
thereof. At the designated office or agency of the Corporation in the Borough of
Manhattan, the City of New York, and in the manner, subject to the limitations
and upon payment of the charges provided in the Indenture. Debentures may be
exchanged for a like aggregate principal amount of registered Debentures of
other authorized denominations.
The Debentures are subject to redemption at the option of the
Corporation (otherwise than for the sinking fund hereinafter referred to), as a
whole at any time, or in part from time to time, upon at least thirty days'
prior written notice, at the following redemption prices (expressed in
percentages of principal amount), together with interest accrued thereon to the
date fixed for redemption:
<TABLE>
<CAPTION>
If redeemed If redeemed
during year during year
beginning beginning
--------- ---------
<S> <C>
</TABLE>
<PAGE>
A-4
provided, however, that Debentures may not be so redeemed prior to ,
directly or indirectly from or in anticipation of moneys borrowed at an
interest cost (calculated in accordance with generally accepted financial
practice) of lessthan per annum.
The Debentures are also subject to redemption in part, pursuant to the
terms of the sinking fund provided in the Indenture, on and on
each thereafter to and including on notice as set
forth above, at the principal amount thereof, together with accrued in
accordance with, the laws of the State of New York, without giving effect to the
principles of conflict of laws thereof.
The obligation of the Corporation to the Holder hereof to pay
principal of and interest on this Debenture and all rights and privileges of he
Holder to receive said payments shall be governed by, and construed in
accordance with, the laws o the State of New York, without giving effect to the
principles of conflict of laws thereof.
[Original Issue Discount Debenture]
Form of Face of Debenture:
ALLIED-SIGNAL INC.
For purposes of Section 1232 and Section 1232A of the Internal
Revenue Code of 1954, as amended, the issue price of this Debenture is % of
its principal amount at Stated Maturity set forth below and the issue date
is .
ORIGINAL ISSUE DISCOUNT DEBENTURE DUE
No. _______________ $__________________
ALLIED-SIGNAL INC., a Delaware corporation (hereinafter called the
"Corporation," which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
or registered assigns, the principal sum
of dollars on and to pay interest semi-annually
on and commencing
on said principal sum at the rate per annum specified in the title
of this Debenture to the Holder hereof (as defined in the Indenture referred to
on the reverse hereof) as of the close of business on the last day of the
calendar month preceding the calendar month in which an interest payment is due,
except as otherwise provided in said Indenture, from the or
the as the case may be, next preceding the date of this
<PAGE>
A-5
Debenture to which interest has been paid on then Outstanding Debentures (unless
the date hereof is a or to which interest has been
paid, in which case from the date of this Debenture, or unless the date hereof
is prior to the payment of any interest on the Debentures, in which case from
the date of the first Debenture authenticated under said Indenture, or unless
the date hereof is after any or as the case may be,
and prior to the following or, in which case (except
for Debentures issued on original issue) from such or, provided,
however, that if the Corporation shall default in the payment of interest on
such or then from the next preceding or
to which interest has been paid, or if no interest has been paid
on the Debentures from the date of the first Debenture authenticated under said
Indenture) until payment of said principal sum has been made or duly provided
for. Payment hereunder of both principal and interest will be made net of any
applicable withholding taxes. Payment of the principal of and interest on this
Debenture will be made at the offices or agencies of the Corporation maintained
for that purpose in the Borough of Manhattan, the City of New York, 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, that the interest may
be paid, at the option of the Corporation, by check mailed to the address of the
person entitled thereto as such address shall appear on the register of the
Corporation.
Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under said Indenture, this Debenture shall not be
entitled to any benefit under said Indenture, or be valid or obligatory for any
purpose.
<PAGE>
A-6
IN WITNESS WHEREOF, the Corporation has caused this Debenture to be duly
executed under its corporate seal.
Dated:
ALLIED-SIGNAL INC.,
By
Vice President and Treasurer
Attest:
Secretary
Form of Reverse of Debenture.
ALLIED-SIGNAL INC.
ORIGINAL ISSUE DISCOUNT DEBENTURE DUE
This Debenture is one of a duly authorized issue of Debentures of the
Corporation designated as its Original Issue Discount Debentures Due (herein
called the "Debentures"), limited in aggregate principal amount at Stated
Maturity to issued and to be issued under an Indenture dated as of
(herein called the "Indenture"), between the Corporation and
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 obligations thereunder of the
Corporation, the Trustee and the Holders of the Debentures and the terms upon
which the Debentures are, and are to be, authenticated and delivered.
If an Event of Default shall occur, the Trustee or the Holders of not less
than 25% in principal amount at Stated Maturity of the Outstanding Debenture may
declare to be due and payable an amount of principal equal to the sum of the
issue price of the Debenture at its Stated Maturity plus the portion of the
original issue discount (as to the Debenture of each Stated Maturity, the
difference between the aggregate principal amount of such Debenture at Stated
Maturity and their issue price) attributable ratably on a daily basis to the
period from the date of original issue of any
<PAGE>
A-7
Debenture to the date of declaration. Upon any such declaration, such principal,
together with accrued interest to the date of declaration, shall become
immediately due and payable in the manner and with the effect provided in the
Indenture. Upon payment of such amount, all obligations of the Corporation in
respect of the payment of the principal of and interest on the Debenture shall
terminate.
The Debentures are subject to redemption at the option of the Corporation,
as a whole at any time, or in part from time to time, upon at least 30 days'
prior written notice, at a redemption price equal to
In the event of a redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof shall be issued in the
name of the Holder of this Debenture upon its surrender.
The Indenture permits, with certain expectations as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Debenture under the Indenture
at any time by the Corporation with the consent of the Holders of a majority in
principal amount at Sated Maturity of the Debenture at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount at Stated Maturity of the Debenture at
the time Outstanding, on behalf of the Holders of all the Debenture, by written
consent to waive compliance by the Corporation 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 Debenture shall be conclusive
and binding upon such Holder and upon all future Holders of this Debenture and
of any Debenture issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Debenture.
The Indenture entitles Holders to receive annual reports with respect to
the Trustee's eligibility and qualifications to serve as trustee.
No references herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Corporation,
which is absolute and unconditional, to pay the principal of and interest on
this Debenture at the times and rate, and in the coin or currency, herein
prescribed, provided, however, that all such payments of principal and interest
will be made net of any applicable withholding taxes.
<PAGE>
A-8
The Debentures are issuable as registered Debentures without coupons in
denominations of $1,000 at Stated Maturity and certain integral multiples
thereof authorized by the Corporation, such authorization to be conclusively
evidenced by the execution thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Debentures are exchangeable for a like
aggregate principal amount at Stated Maturity of new Debentures of authorized
denominations, as requested by the Holder surrendering the same.
No service charge will be made for any such exchange, but the Corporation
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The transfer of this Debenture is registered by the Registered Holder
hereof or by his attorney duly authorized in writing at the designated office or
agency of the Corporation in the Borough of Manhattan, the City of New York, but
only in the manner, subject to the limitations and upon payment of the charges
provided in the Indenture and upon surrender of this Debenture. Upon any such
registration of transfer a new Debenture or Debentures, of authorized
denominations and for a like aggregate principal amount, will be issued to the
designated transferee or transferees in exchange for this Debenture.
Prior to due presentment for registration of transfer of this Debenture,
the Corporation, the Trustee, any Paying Agent and any Debenture Registrar may
deem and treat the registered Holder hereof as the absolute owner hereof
(whether or not this Debenture shall be overdue and notwithstanding any notation
of ownership or other writing hereon) for the purpose of receiving payment of or
on account of the principal hereof and, subject to the provisions set forth
herein and in the Indenture relating to a record date for the payment of
interest, interest due hereon and for all other purposes, and neither the
Corporation nor the Trustee nor any Paying Agent nor any Debenture Registrar
shall be affected by any notice to the contrary.
The obligation of the Corporation to the Holder hereof to pay principal of
and Interest on this Debenture and all rights and privileges of the Holder to
receive said payments shall be governed by, and construed in accordance with,
the laws of the State of New York, without giving effect to the principles of
conflict of laws thereof.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
<PAGE>
B-1
EXHIBIT B
[FORM OF FACE OF UNREGISTERED DEBENTURE]
Any United States person who holds this obligation will be subject to
limitations under United States income tax laws, including the limitations
provided in Section 165(j) and 1287 of the Internal Revenue Code. For Federal
income tax purposes, the Issue Price and Original Issue Discount of this Serial
Bond are, respectively, % and % of its principal
amount at Stated Maturity set forth below and the Issue Date is .
ALLIED-SIGNAL INC.
% DEBENTURE DUE
$1,000
ALLIED-SIGNAL INC., a Delaware corporation (hereinafter called the
"Corporation," which term includes any successor corporation under the indenture
hereinafter referred to on the reverse hereof), for value received, hereby
promises to pay to the bearer hereof, or if this Debenture be registered as to
principal, to the registered owner hereof, the principal sum of ONE THOUSAND
DOLLARS ($1,000) in a single installment on the maturity date set forth above
(the "Stated Maturity"). The principal of this Debenture shall not bear interest
except in the case of a default in the payment of principal, upon acceleration
or redemption or at Stated Maturity, and in such case the overdue principal of
this Debenture shall bear interest at the rate of % per annum
compounded semiannually (to the extent that the payment of such interest shall
be enforceable by applicable law), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Payment of the principal of and any such interest on this
Debenture will be made at the principal office of [bank] in unless
the Corporation shall have otherwise instructed the Trustee as hereinafter
provided, and, subject to applicable laws and regulations, in such other place
or places outside the United States as are designated by the Corporation, by
check drawn upon a bank in The City of New York or, at the option of the holder,
by transfer to a United States dollar account maintained by the holder with a
bank in The City of New York provided that such transfer to a United States
dollar account would not be treated under applicable United States Federal tax
law and regulations as a payment within the United States. If at any time a
payment of principal of, premium, if any, and interest, if any, on this
Debenture shall become due the payment of the amount so payable with
<PAGE>
B-2
respect to this Debenture at the office or offices of all the paying agents then
maintained by the Corporation outside the United States is illegal or
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment or receipt of such amount in United States
currency, then the Corporation may instruct the Trustee to make payments at an
office or agency located in the United States. Payment of the principal of,
premium, if any, and interest on this Debenture will be made in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment therein of public and private debts.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee.
The provisions of this Debenture are continued on the reverse hereof, and
the provisions there set forth shall for all purposes have the same effect as if
set forth at this place.
<PAGE>
B-3
IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed under its corporate seal.
Dated:
ALLIED-SIGNAL INC.,
By
Vice President and Treasurer
Attest:
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures referred to in the within-mentioned
Indenture.
The Chase Manhattan Bank
(National Association),
as Trustee
By
Authorized Officer
<PAGE>
B-4
[FORM OF REVERSE OF UNREGISTERED DEBENTURE]
This Debenture is one of a duly authorized issue of debt securities of the
Corporation (hereinafter called the "Debentures"), issued and to be issued under
an indenture dated October 1, 1985 (hereinafter called the "Indenture"), between
the Corporation and The Chase Manhattan Bank (National Association), as trustee
(hereinafter 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 thereunder of
the Corporation, the Trustee and the Holders of the Debentures. The Debentures
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest at different rates, may be subject to different sinking, purchase or
analogous funds, may be subject to different covenants and Events of Default and
may otherwise vary as in the Indenture provided. This Debenture is one of a
series designated as the % Debentures Due of the
Corporation (hereinafter called the "Debentures") issued under the Indenture,
limited in aggregate amount to $ . The Debentures are issuable as
bearer Debentures, registerable as to principal, in the denomination specified
on the face hereof and as fully registered Debentures in the minimum
denomination of $1,000 and any integral multiple thereof. The conditions for
exchange of Debentures in bearer form for Debentures in registered form are set
forth below.
If an Event of Default with respect to the Debentures, as defined in the
Indenture, shall occur, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Debentures then outstanding may declare to be
due and payable immediately in the manner and with the effect provided in the
Indenture an amount in respect of each Debenture equal to the sum of (i) the
Issue Price of such Debenture, (iii) the aggregate of the portions of the
Original Issue Discount which shall be added cumulatively each and
, computed as provided in the next succeeding sentence, and (iii)
accrued amortization of Original Issue Discount from the preceding and
to the date of declaration, computed as provided in the next
succeeding sentence. The portion of the Original Issue Discount added each and
in respect of each such semiannual period shall be one-half the
Stated Yield (as hereinafter defined) times the amount calculated in accordance
with the immediately preceding sentence at the preceding or
and the portion of the Original Issue Discount
<PAGE>
B-5
added for any shorter period (referred to in clause (iii) above shall be an
amount equal to the portion of the Original Issue Discount which would have been
added on the next succeeding or , as the case may be,
for the semiannual period preceding such date, times a fraction the numerator of
which is the number of days elapsed in such period from the previous
or , as the case may be, to the date of declaration
(such number of days being calculated on the basis of a 360-day year, consisting
of twelve 30-day months) and the denominator of which is 180. For purposes of
this computation, the Issue Price, the Original Issue Discount and the Issue
Date are as set forth on the face hereof and the "Stated Yield" of this
Debenture means the yield-to-maturity (compounded semiannually and computed in
accordance with generally accepted United States bond yield computation
principles) of this Debenture measured from the Issue Price and Issue Date to
the principal amount and Stated Maturity hereof, as notified by the underwriter
of the initial offering of the Debentures to the Trustee. Upon payment of such
amount all the Corporation's obligations in respect of the payment of this
Debenture shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights and obligations of the Corporation and the rights of
the Holders of the Debentures under the Indenture at any time by the Corporation
with the consent of the Holders of a majority in aggregate principal amount at
Stated Maturity of the Debentures of each series to be affected at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount at Stated Maturity of the
Debentures at the time outstanding on behalf of the Holders of all the
Debentures to waive compliance by the Corporation 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 Debenture shall be conclusive
and binding upon such Holder and upon all future holders of this Debenture and
of any Debenture issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Debenture.
Except as provided below in the case of defeasance no reference herein to
the Indenture and no provision of this Debenture or of the Indenture shall alter
or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of this Debenture (or any
<PAGE>
B-6
interest on overdue principal) at the times, place, and rate, and in the coin or
currency, herein prescribed.
The Debentures are subject to redemption at the option of the Corporation
as a whole at any time, or in part from time to time, upon at least thirty days'
prior written notice, all as provided in the Indenture, at the redemption price
of % of the principal amount thereof at Sated Maturity, without
premium.
Under the terms of the Indenture, the Corporation may satisfy and
discharge its obligations with respect to the Debentures by depositing in trust,
in a separate trust, with respect to the Debentures of each Stated Maturity, for
the holders of the outstanding Debentures an amount in cash or the equivalent in
securities of the United States government or government agencies backed by the
full faith and credit of the United States government sufficient to provide for
the payment of all outstanding Debentures at Stated Maturity (a "defeasance").
In any such event, the Corporation will be released and discharged from its
obligations to pay the Debentures at Stated Maturity.
This Debenture shall pass by delivery unless it is registered as to
principal in the owner's name at the corporate trust and agency office of the
Trustee and such registration is noted hereon. After such registration, no
transfer of this Debenture shall be valid unless made at said office by the
registered holder in person or by his attorney duly authorized in writing, and
similarly noted hereon, but this Debenture may be discharged from registration
by being in like manner transferred to bearer, and thereupon transferability by
delivery shall be restored, after which this Debenture may again from time to
time be registered or transferred to bearer as before. The bearer of this
Debenture or, if this Debenture is registered as herein authorized, the
registered Holder hereof, shall be deemed to be and may be treated as the
absolute owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notation of ownership or other writing hereon) for the
purpose of receiving payment of or on account of the principal hereof and for
all other purposes, and neither the Corporation nor the Trustee nor any Paying
Agent nor any Debenture Registrar shall be affected by any notice to the
contrary. The Corporation convenants at all times so long as this Debenture
shall be outstanding to maintain in the Borough of Manhattan, City and State of
New York, United States of America, an office or agency for the registration and
registration of transfers, as aforesaid, of the Debentures and to maintain an
office or agency outside the United
<PAGE>
B-7
States of America for the delivery of bearer Debentures in exchange for fully
registered Debentures.
In the manner and subject to the limitations provided in the Indenture and
hereinafter provided, bearer Debentures may be exchanged for a like aggregate
principal amount at Stated Maturity of registered Debentures of the same Stated
Maturity and of authorized denominations and registered Debentures may be
exchanged for a like aggregate principal amount at Sated Maturity of bearer
Debentures or of registered Debentures of the same Stated Maturity and of other
authorized denominations; provided, however, that (i) no bearer Debenture shall
be delivered by the Trustee or any duly appointed authenticating agent within
the United States and its possessions, (ii) prior to the Exchange within the
United States and its possessions, (ii) prior to the Exchange Date (as defined
in the Indenture) no bearer Debentures may be delivered in exchange for
registered Debentures and no registered Debentures may be delivered in exchange
for definitive bearer Debentures, (iii) principal and any interest on any bearer
Debenture shall be paid only at Paying Agencies of the Corporation located
outside the United States and (iv) no bearer Debenture shall be delivered in
exchange for a registered Debenture unless the person entitled to receive the
bearer Debenture shall have delivered to the Trustee or such authenticating
agent a certificate in the form required by the Corporation to the effect that
no beneficial owner of the bearer Debenture is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision thereof,
or an estate or trust whose income from sources without the United States is
includible in gross income for United States Federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States ("United States person"), or if any such beneficial owner is a
United States person, such United States person is a person described in Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1954, as amended and
the regulations thereunder, provided that no such bearer Debentures shall be
delivered if the Trustee or such authenticating agent shall have, or shall have
been notified in writing by the Corporation that the Corporation has actual
knowledge that such certificate is false. Compliance with the foregoing clauses
(i) and (iv) shall not be required if the Corporation shall notify the Trustee
or such authenticating agent in writing (and the Trustee or such authenticating
agent does not promptly object in writing) that such
<PAGE>
B-8
compliance is not required by regulations of the United States Department of the
Treasury (in which case the Trustee or any such authenticating agent shall
deliver a bearer Debenture upon fulfillment of such other conditions, if any, as
shall be required by law or such regulations).
No service charge shall be made for any registration or transfer, but the
Corporation may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The obligation of the Corporation to the Holder hereof to pay principal of
and any interest on this Debenture and all rights and privileges of the Holder
to receive said payments shall be governed by, and construed in accordance with,
the laws of the State of New York.
Any money deposited with the Trustee or any Paying Agent, or then held by
the Corporation, in trust for the payment of the principal of or any interest on
any Debenture and remaining unclaimed for 3 years after such principal or
interest has become due and payable shall be paid to the Corporation on its
request, or (if then held by the Corporation) shall be discharged from such
trust; and the person entitled to such money shall thereafter, as an unsecured
general creditor, look only to the Corporation for payment thereof and all
liability of the Trustee or such paying agent with respect to such trust money,
and all liability of the Corporation as trustee thereof, shall thereupon cease.
If (i) any mutilated Debenture is surrendered to the Trustee, or the
Corporation and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debenture, and (ii) there is delivered to the
Corporation and the Trustee such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of notice to the
Corporation or the Trustee that such Debenture has been acquired by a bona fide
purchaser, the Corporation will execute and the Trustee will authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Debenture, a new Debenture of like tenor and principal amount. In case
any such mutilated, destroyed, lost or stolen Debenture has become or is about
to become due and payable, the Corporation in its discretion may, instead of
issuing a new Debenture, pay such Debenture. Upon the issuance of any new
Debenture, the Corporation may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected
therewith.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
<PAGE>
C-1
EXHIBIT C
CERTIFICATE FOR EXCHANGE OF REGISTERED DEBENTURES
FOR BEARER DEBENTURES
ALLIED-SIGNAL INC.
To: Allied-Signal Inc.
The Chase Manhattan Bank
(National Association), as Trustee
This certificate is submitted in connection with our request,
dated as of , that you deliver to us $
principal amount of Debentures due
in bearer form in exchange for a like aggregate principal
amount of Debentures in registered form. We hereby certify that as of the date
hereof, either (a) none of such Debentures is held by or on behalf of a United
States Person, or (b) if a United States Person has a beneficial interest in
such a debenture, such person is described in Section 165(j)(3)(A), (B), or (C)
of the United States Internal Revenue Code of 1954, as amended, and the
regulations thereunder. As used herein, "United States Person" means a citizen
or resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof or an estate or trust whose income from sources without the
United States is includible in gross income for United States Federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
We understand that this certificate is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.
Dated:
Person Entitled to Delivery of
Debentures Described Herein
<PAGE>
Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE, dated as of February 1, 1991, between
ALLIED-SIGNAL, INC. a Delaware corporation (hereinafter called the
"Corporation"), and The Chase Manhattan Bank (National Association), a
national banking association organized and existing under the laws of the
United States of America (hereinafter called the "Trustee").
WHEREAS, the Corporation and the Trustee entered into an Indenture, dated
as of October 1, 1985 (hereinafter the "Original Indenture"), providing or the
creation, execution, authentication and delivery of certain Debentures of the
Corporation;
WHEREAS, the Corporation has requested the Trustee to join with it in the
execution and delivery of this First Supplemental Indenture in order to
supplement and amend the Original Indenture, by amending and adding certain
provisions thereof, to facilitate the issuance of Debentures constituting
medium-term notes and to permit the Corporation to require, if it shall so
elect, that the Debentures of any series be issued, in whole or in part, in the
form of one or more Global Debentures (as defined herein);
WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Corporation, when authorized by the Board of Directors and the
Trustee, may
<PAGE>
from time to time and at any time enter into an indenture or indentures
supplemental to the Original Indenture for the purpose, inter alia, of making
additional provisions in regard to matters or questions arising thereunder as
shall not adversely affect the interests of the Holders of any series or the
Holders of any Coupons;
WHEREAS, the Corporation and the Trustee are desirous of entering into
this First Supplemental Indenture for the purposes set forth in Section 901 of
the Original Indenture as referred to above; and
WHEREAS, all acts and things necessary to cause this First Supplemental
Indenture to be a valid, binding and legal instrument of the Corporation have
been done and performed by the Corporation, and the execution and delivery of
this First Supplemental Indenture have in all respects been duly authorized by
the Corporation, and the Corporation, in the exercise of the legal right and
power in it vested, executes this First Supplemental Indenture.
2
<PAGE>
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the covenants herein
contained and the purchase and acceptance of the Debentures issued hereunder by
the Holders thereof, and for other valuable consideration, and the receipt of
which is hereby acknowledged, the Corporation covenants and agrees with the
Trustee, for the equal and proportionate benefit of the respective Holders from
time to time of the Debentures, as follows:
ARTICLE ONE
DEFINITIONS
Except as otherwise defined in or amended by this First Supplemental
Indenture, each capitalized term used herein shall have the meaning assigned
thereto in the Original Indenture.
ARTICLE TWO
MODIFICATIONS OF THE ORIGINAL INDENTURE
A. Section 101 of the Original Indenture is amended to add new
definitions thereto, in the appropriate
3
<PAGE>
alphabetical sequence, as follows:
" `Depository' means, unless otherwise specified by the Corporation
pursuant to either Section 203 or 302, with respect to Debentures of any
series issuable or issued as a Global Debenture, the Depository Trust
Company, New York, New York, or any successor thereto registered as a
clearing agency under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation."
" `Global Debenture' means, with respect to any series of Debentures
issued hereunder, a Debenture which is executed by the Corporation and
authenticated and delivered by the Trustee to the Depository or pursuant
to the Depository's instruction or retained by the Trustee pursuant to the
Depository's instruction, all in accordance with this Indenture and any
indenture supplemental hereto, if any, or Board Resolution and pursuant to
a Corporation Request, which shall be registered in the name of the
Depository or its nominee and which shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, all
of the Outstanding Debentures of such series or any portion thereof, in
either case having the same terms, including, without limitation, the same
original issue date, date or dates on which principal is due, and interest
rate or method of determining interest."
B. Section 101 of the Original Indenture is further amended by
amending the definition of "Corporate Trust Office" to read in its entirety as
follows:
" `Corporate Trust Office' means the principal office of the Trustee in
the The City of New York at which at any particular time its corporate
trust business shall be administered, except that with respect to
presentation of Debentures for payment or for registration of transfer or
exchange and the location of the Debenture Register, such terms shall mean
the office or agency of the Trustee in The City of New York at which, any
particular time, its corporate agency business shall be conducted."
4
<PAGE>
C. Section 101 of the Original Indenture is further amended to add
to the definition of the term "Paying Agent", after the word "Corporation.", the
following:
"The Corporation initially authorizes the Trustee to act as Paying
Agent for the Debentures on its behalf. The Corporation may at any time
and from time to time authorize one or more Persons to act as Paying Agent
in addition to or in place of the Trustee with respect to any series of
Debentures issued under this Indenture."
D. Article Two of the Original Indenture is amended to add a new
Section 203, which reads in its entirety as follows:
"SECTION 203. Debentures Issuable in the Form of a Global Debenture.
(a) If the Corporation shall establish pursuant to Sections 201 and 302 that the
Debentures of a particular series are to be issued in whole or in part in the
form of one or more Global Debentures, then the Corporation shall execute and
the Trustee or its agent shall, in accordance with Section 303 and the
Corporation Request delivered to the Trustee or its agent thereunder,
authenticate and deliver, such Global Debenture or Debentures, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Debentures of such series to e represented
by such Global Debenture or Debentures, or such portion thereof as the
Corporation shall specify in a Corporation Request, (ii) shall be registered in
the name of the Depository for such Global Debenture or Debentures or its
nominee, (iii) shall be delivered by the Trustee or its agent to the Depository
or pursuant to the Depository's instruction or retained by the Trustee pursuant
to the Depository's instruction and (iv) shall bear a legend substantially to
the following effect: `Unless and until it is exchanged in whole or in part for
the individual Debentures represented hereby this Global Debenture may not be
transferred except as a whole by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository
5
<PAGE>
or any such nominee to a successor Depository or a nominee of such successor
Depository.'
(b) Notwithstanding any other provision of this Section 203 or of Section
306, and subject to the provisions of paragraph (c) below, unless the terms of a
Global Debenture expressly permit such Global Debenture to be exchanged in whole
or in part for individual Debentures, a Global Debenture may be transferred, in
whole but not in part and in the manner provided in Section 306, only to a
nominee of the Depository for such Global Debenture, or to the Depository, or to
a successor Depository for such Global Debenture selected or approved by the
Corporation, or to a nominee of such successor Depository.
(c) (i) If at any time the Depository for a Global Debenture notifies the
Corporation that it is unwilling or unable to continue as Depository for such
Global Debenture or if at any time the Depository with respect to any series of
Debentures represented in whole or in part by a Global Debenture shall no longer
be eligible or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Corporation shall
appoint a successor Depository with respect to such Global Debenture. If a
successor Depository for such Global Debenture is not appointed by the
Corporation within 90 days after the Corporation receives such notice or becomes
aware of such ineligibility, the Corporation will execute, and the Trustee or
its agent, upon receipt of a Corporation Request for the authentication and
delivery of individual Debentures of such series in exchange for such Global
Debenture, will authenticate and deliver, individual Debentures of such series
of like tenor and terms in an aggregate principal amount equal to the principal
amount of such Global Debenture in exchange for such Global Debenture.
(ii) The Corporation may at any time and in its sole discretion determine
that the Debentures of any series or portion thereof issued or issuable in the
form of one or more Global Debentures shall no longer be represented by such
Global Debenture or Debentures. In such event the Corporation will execute, and
the Trustee, upon receipt of a Corporation Request for the authentication and
delivery of individual Debentures of such series in exchange in whole or in part
for such Global Debenture or Debentures, will authenticate and
6
<PAGE>
deliver, individual Debentures of such series of like tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such Global Debenture or Debentures representing such series or portion
thereof in exchange for such Global Debenture or Debentures.
(iii) If specified by the Corporation pursuant to Sections 201 and 302
with respect to Debentures issued or issuable in the form of a Global Debenture
the Depository for such Global Debenture may surrender such Global Debenture in
exchange in whole or in part for individual Debentures of such series of like
tenor and terms in definitive form on such terms as are acceptable to the
Corporation and such Depository. Thereupon the Corporation shall execute, and
the Trustee or its agent shall authenticate and deliver, without service charge,
(1) to each Person specified by such Depository a new Debenture or Debentures of
the same series of like tenor and terms and of any authorized denomination as
requested by such Person in aggregate principal amount equal to and in exchange
for such Person's beneficial interest in such Global Debenture and (2) to such
Depository a new Global Debenture of like tenor and terms and in an authorized
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Debenture and the aggregate principal amount of
Debentures delivered to Holders thereof.
(iv) In any exchange provided for in any of the preceding three
paragraphs, the Corporation will execute, and the Trustee or its agent will
authenticate and deliver, individual Debentures in definitive registered form in
authorized denominations. Upon the exchange of the entire principal amount of a
Global Debenture for individual Debentures, such Global Debenture shall be
cancelled by the Trustee or its agent. Except as provided in the preceding
paragraph, Debentures issued in exchange for a Global Debenture pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depository for such Global Debenture, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee or the
Debenture Registrar. The Trustee or the Debenture Registrar shall deliver such
Debentures to the Persons in whose names such Debentures are so registered."
7
<PAGE>
E. Section 302 of the Original Indenture is amended to (i) redesignate
paragraph (o) as paragraph (p) and (ii) add a new paragraph (o) as follows:
" `(o) issuance in whole or in part in the form of a Global
Debenture or Debentures; the terms and conditions, if any, upon
which any such Global Debenture or Debentures may be exchanged in
whole or in part for other individual Debentures; and the Depository
for any such Global Debenture or Debentures; and"
F. The first paragraph of Section 306 of the Original Indenture is amended
by amending the second sentence of such paragraph to read in its entirety as
follows:
"The Trustee is hereby initially appointed "Debenture Registrar" for
the purpose of registering Registered Debentures and transfers of
Registered Debentures as herein provided; provided, however, that
the Corporation may at any time and from time to time authorize any
Person to act as Debenture Registrar in place of the Trustee with
respect to any series of Debentures issued under this Indenture."
G. The second paragraph of Section 306 of the Original Indenture is
amended to add the words "Subject to Section 203," before the word "Upon" in the
first sentence of such paragraph.
H. The third paragraph of Section 306 of the Original Indenture is amended
to add the words "Subject to Section 203," before the words "At the option of
the Holder thereof" in both the first and second sentences of such paragraph.
8
<PAGE>
I. The following paragraph is added at the end of Section 306 of the
Original Indenture:
"None of the Corporation, the Trustee, any agent of the Trustee, any
Paying Agent or the Debenture Registrar will have any responsibility
or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global
Debenture or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests."
J. Article Three of the Original Indenture is amended to add a new Section
314, which reads in its entirety as follows:
"Section 314. Debentures Constituting Medium-term Notes. (a)
Notwithstanding any contrary provision herein, if all Debentures of a
series are not to be originally issued at one time, it shall not be
necessary for the Corporation to deliver to the Trustee an Officers'
Certificate, supplemental indenture, Opinion of Counsel, Corporation
Request or other document otherwise required pursuant to Sections 102,
201, 302 and 304 at or prior to the time of authentication of each
Debenture or such series if such documents are delivered to the Trustee or
its agent at or prior to the time of authentication upon original issuance
of the first Debenture of such series to be issued; provided that any
subsequent instruction by the Corporation to the Trustee to authenticate
Debentures of such series upon original issuance shall constitute a
representation and warranty by the Corporation that as of the date of such
instruction, the statements made in the Officers' Certificate delivered
pursuant to Section 102 shall be true and correct as if made on such date.
An Officers' Certificate delivered by the Corporation to the Trustee
in the circumstances set forth in the preceding paragraph may provide that
Debentures which are the subject thereof will be authenticated and
delivered by the Trustee or its agent on original issue from time to time
upon the telephonic or written order of Persons designated in such
Officers' Certificate (any such telephonic
9
<PAGE>
instructions to be promptly confirmed in writing by such persons) and that
such Persons are authorized on behalf of the Pricing Committee to
determine, consistent with such Officers' Certificate, such terms and
conditions of said Debentures as are specified in such Officers'
Certificate."
(b) Notwithstanding any contrary provision herein, (i) Debentures of
the series referred to as "Medium-Term Notes, Series A" (which Debentures
are described in the Prospectus Supplement dated February 1, 1991, to the
Company's Prospectus dated November 14, 1988) shall not be required to be
identical as set forth in the third sentence of Section 301, provided,
however, that all Debentures of such series shall be identical in respect
of covenants and Events of Default, and (ii) the terms of any Debenture of
such series may be determined at the time of issuance of such Debenture by
the Pricing Committee (or by any Person authorized to determine such terms
on behalf of the Pricing Committee).
K. Article Five of the Original Indenture is amended to add a new Section
511, which reads in its entirety as follows:
"Section 511. Record Dates for Action by Holders. If the Corporation
shall solicit from the Holders of Debentures of any series any action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action), the Corporation may, at
its option, by Board Resolution or action taken by the Pricing Committee, fix in
advance a record date for the determination of Holders of Debentures entitled to
take such action, but the Corporation shall have no obligation to do so. Any
such record date shall be fixed at the Corporation's discretion. If such a
record date is fixed, such action may be sought or given before or after the
record date, but only the Holders of Debentures of record at the close of
business on such record date shall be deemed to be Holders of Debentures for the
purpose determining whether Holders of the requisite proportion of Debentures of
such series Outstanding have authorized or agreed or consented to such action,
and for that purpose the Debentures of such series Outstanding shall be computed
as of such record date."
10
<PAGE>
L. The second paragraph of Section 1102 of the Original Indenture is
amended to add the words "(or, in the case of any Global Debenture, the
Depository)" after the words "the Holder" and before the words "the Trustee" in
the third sentence of such paragraph.
M. The fourth paragraph of Section 1102 of the Original Indenture is
amended to add the words "of like tenor and terms" after the words "the
Debentures" and before the words "are to be redeemed" in the first sentence of
such paragraph.
N. The fourth paragraph of Section 1102 of the Original Indenture is
further amended to add the following sentence as the last sentence of such
paragraph:
"Notwithstanding any of the foregoing, if less than all the
Debentures of unlike tenor and terms of any series are to be redeemed, the
particular Debentures to be redeemed shall be selected by the Corporation,
and the notice shall specify the Debentures to be redeemed."
ARTICLE THREE
MISCELLANEOUS PROVISIONS
1. The Original Indenture, as amended and modified by this First
Supplemental Indenture, hereby is in all respects ratified, confirmed and
approved.
2. This First Supplemental Indenture shall be construed in
connection with and as part of the Original Indenture.
11
<PAGE>
3. This First Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
4. The recitals contained herein shall not be taken as the
statements of the Corporation, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representation as to the validity or
sufficiency of this First Supplemental Indenture.
5. This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
The Chase Manhattan Bank (National Association) hereby accepts the
trusts in this First Supplemental Indenture declared and provided, upon the
terms and conditions hereinabove set forth.
12
<PAGE>
IN WITNESS WHEREOF, ALLIED-SIGNAL INC. has caused this First
Supplemental Indenture to be duly signed and acknowledged by one of its own
officers thereunto duly authorized, and its corporate seal to be affixed
hereunto, and the same to be attested by its Secretary or an Assistant
Secretary; and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) has caused this
First Supplemental Indenture to be duly signed and acknowledged by one of its
officers thereunto, duly authorized, and its corporate seal to be affixed
hereunto, and the same to be attested by one of its officers thereunto duly
authorized.
ALLIED-SIGNAL INC.
By: /s/ R.C. Matthews
Name: R. C. Matthews
Title: Assistant Treasurer
SEAL
Attest:
/s/ H. B. Flanders, Jr.
Name: H. B. Flanders, Jr.
Title: Assistant Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
By: /s/ Ann L. Edmonds
Name: Ann L. Edmonds
Title: Vice President
SEAL
Attest:
/s/ Thomas Provenzano
Name: Thomas Provenzano
Title: Assistant Secretary
13
<PAGE>
STATE OF NEW JERSEY )
) ss.:
COUNTY OF MORRIS )
Personally appeared before me the undersigned, a Notary Public in
and for said County,________________ and ______________, to me known and known
to me to be respectively ________________ and _____________of Allied-Signal
Inc., one of the corporations which executed the foregoing instrument, who
severally acknowledged that they did sign and seal said instrument as such
officers for and on behalf of said corporation, and that the same is their free
act and deed as such officers, and the free and corporate act and deed of said
AlliedSignal Inc.; that they were duly authorized thereunto by its board of
directors; and that the seal affixed to said instrument is the corporate seal of
said corporation
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
_______ day of February 1991.
_________________________________
Notary Public
[Notarial Seal]
STATE OF NEW YORK, )
) ss.:
COUNTY OF NEW YORK )
Personally appeared before me the undersigned, a Notary Public in
and for said County, _____________________ and ___________________ me known and
known to me to be respectively _________________ and _________________________
of the THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), one of the corporations
which executed the foregoing instrument, who severally acknowledged that they
did sign and seal said instrument as such officers for and on behalf of said
corporation, and that the same is their free act and deed as such officers, and
the free and corporate act and deed of said THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION); that they were duly authorized thereunto by its board of
directors; and that the seal affixed to said instrument is the corporate seal of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
this _____ day of February 1991.
_________________________________
Notary Public
[Notarial Seal]
96387
14
<PAGE>
Exhibit 5.1
[ALLIEDSIGNAL LAW DEPARTMENT LETTERHEAD]
August 30, 1999
AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962
Ladies and Gentlemen:
I am Assistant General Counsel, Corporate and Finance, of AlliedSignal
Inc., a Delaware corporation (the "Company"). The Company proposes to issue from
time to time up to U.S. $1,000,000,000 aggregate principal amount of debt
securities (the "Debt Securities") pursuant to a Registration Statement on Form
S-3 (the "Registration Statement"). The Debt Securities of the Company will be
issued under an Indenture (as supplemented by the First Supplemental Indenture
and the Second Supplemental Indenture, the "Indenture") in the form filed as
Exhibits 4.1, 4.2 and 4.3 to the Registration Statement.
I have examined such documents, including the Registration Statement, the
Indenture and certain resolutions of the Board of Directors of the Company
relating to issuance of the Debt Securities adopted on March 27, 1998 (the
"Resolutions"), and have reviewed such questions of law, as I have considered
necessary and appropriate for the purposes of the opinions set forth below.
In rendering the opinions set forth below, I have assumed the authenticity
of all documents submitted to me as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to me as
copies. I have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding, and enforceable obligations of such parties. As to questions of
fact material to this opinion, I have relied upon certificates of officers of
the Company and of public officials. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.
<PAGE>
Based on the foregoing, I am of the opinion that, when the specific terms
of a series of Debt Securities of the Company have been specified in (i) an
Officer's Certificate of the Company which has been executed and delivered to
the Trustee by an officer of the Company authorized to do so by the Resolutions,
and (ii) if applicable, in a supplemental indenture, such series of Debt
Securities will have been duly authorized by all requisite corporate action and,
when executed and authenticated as specified in the Indenture and delivered
against payment therefor pursuant to the terms described in the Registration
Statement and as specified by an officer of the Company authorized to do so by
the Resolutions, will constitute valid and binding obligations of the Company,
enforceable in accordance with the terms of such series.
The opinion set forth above is subject to the following qualifications and
exceptions:
(a) The opinion is subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar law of
general application affecting creditors' rights.
(b) The opinion is subject to the effect of general principles of
equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing, and other similar doctrines
affecting the enforceability of agreements generally (regardless of
whether considered in a proceeding in equity or at law).
(c) In rendering the opinions set forth above, I have assumed that,
at the time of the authentication and delivery of a series of Debt
Securities, the Resolutions will not have been modified or rescinded,
there will not have occurred any change in the law affecting the
authorization, execution, delivery, validity or enforceability of such
series of Debt Securities, the Registration Statement will have been
declared effective by the Commission and will continue to be effective,
none of the particular terms of such series of Debt Securities will
violate any applicable law and neither the issuance and sale thereof nor
the compliance by the Company with the terms thereof will result in a
violation of any agreement or instrument then binding upon the Company or
any order of any court or governmental body having jurisdiction over the
Company.
(d) As of the date of this opinion, a judgment for money in an
action based on a Debt Security denominated in a foreign currency or
currency unit in a federal or State court in the United States ordinarily
would be enforced in the United States only in United States dollars. The
date used to determine the rate of conversion into United States dollars
of the foreign currency or currency unit in which a particular Debt
Security is denominated will depend on various factors, including which
court renders the judgment. Under Section 27 of the New York Judiciary
Law, a state court in the State of New York rendering a judgment on a Debt
Security
2
<PAGE>
would be required to render such judgment in the foreign currency or
currency unit in which such Debt Security is denominated, and such
judgment would be converted into United States dollars at the exchange
rate prevailing on the date of entry of the judgment.
My opinion expressed above is limited to the laws of the State of New
York, the Delaware General Corporation Law and the federal laws of the United
States of America, and I express no opinion as to the laws of any other
jurisdiction.
I hereby consent to the inclusion of this opinion letter as an exhibit to
the Registration Statement and the reference to me under the caption "Legal
Opinions". In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933.
Very truly yours,
/s/ J. Edward Smith
J. Edward Smith
Assistant General Counsel
Corporate and Finance
3
<PAGE>
Exhibit 12
AlliedSignal Inc
STATEMENT OF COMPUTATION OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
<TABLE>
<CAPTION>
Six Months
Ended
June 30 YEAR ENDED DECEMBER 31,
------- -----------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Determination of Earnings:
Income from continuing operations $ 743 $ 658 $ 1,349 $ 1,186 $ 1,035 $ 889 $ 772
Income taxes 344 303 619 554 541 394 360
Fixed charges 95 85 202 211 219 208 188
Equity (income) loss - net of distributions 22 (3) (34) (48) (33) (59) (10)
------- ------- ------- ------- ------- ------- -------
Total earnings, as defined $ 1,204 $ 1,043 $ 2,136 $ 1,903 $ 1,762 $ 1,432 $ 1,310
Fixed Charges:
Rents (a) $ 21 $ 19 $ 40 $ 36 $ 33 $ 40 $ 45
Interest and other financial charges 74 66 162 175 186 168 143
------- ------- ------- ------- ------- ------- -------
Fixed Charges 95 85 202 211 219 208 188
Capitalized interest 12 12 25 21 23 21 23
------- ------- ------- ------- ------- ------- -------
Total Fixed Charges $ 107 $ 97 $ 227 $ 232 $ 242 $ 229 $ 211
Ratio of Earnings to Fixed Charges 11.25 10.75 9.41 8.20 7.28 6.25 6.21
</TABLE>
(a) Denotes the equivalent of an appropriate portion of rentals representative
of the interest factor (one-third) on all rentals other than for
capitalized leases.
<PAGE>
Exhibit 15
August 30, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Commissioners:
We are aware that our reports dated May 13, 1999 and August 11, 1999 on our
reviews of interim financial information of AlliedSignal Inc. for the periods
ended March 31, 1999 and June 30, 1999 and included in the Company's quarterly
reports on Forms 10-Q for the quarters then ended are incorporated by reference
in its Registration Statement on Form S-3 dated August 30, 1999.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 1, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareowners of
AlliedSignal Inc., which is incorporated by reference in AlliedSignal's Annual
Report on Form 10-K for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 30, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
I, Lawrence A. Bossidy, Chairman and Chief Executive Officer and a
director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby
appoint Peter M. Kreindler, Richard F. Wallman and Robert F. Friel, each with
power to act without the other and with power of substitution and
resubstitution, as my attorney-in-fact to sign on my behalf in my capacity as an
officer or director of the Company one or more registration statements under the
Securities Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the Company on Form S-3
or other appropriate form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
<PAGE>
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Lawrence A. Bossidy
----------------------------------------
Lawrence A. Bossidy
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Hans W. Becherer, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman and Robert F. Friel, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company on Form S-3 or other appropriate
form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Hans W. Becherer
----------------------------------------
Hans W. Becherer
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Marshall N. Carter, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman, Richard J. Diemer, Jr. and James V. Gelly, each
with power to act without the other and with power of substitution and
resubstitution, as my attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company on Form S-3 or other
appropriate form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
<PAGE>
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Marshall N. Carter
----------------------------------------
Marshall N. Carter
Dated: March 1, 1999
<PAGE>
POWER OF ATTORNEY
I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware corporation
(the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard
F. Wallman and Robert F. Friel, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-fact to sign on
my behalf in my capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter filed by the
Company on Form S-3 or other appropriate form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Ann M. Fudge
----------------------------------------
Ann M. Fudge
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Robert P. Luciano, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman and Robert F. Friel, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company on Form S-3 or other appropriate
form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed 65
million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Robert P. Luciano
----------------------------------------
Robert P. Luciano
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Robert B. Palmer, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman and Robert F. Friel, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company on Form S-3 or other appropriate
form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Robert B. Palmer
----------------------------------------
Robert B. Palmer
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Russell E. Palmer, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman and Robert F. Friel, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company on Form S-3 or other appropriate
form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Russell E. Palmer
----------------------------------------
Russell E. Palmer
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Frederic M. Poses, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman and Robert F. Friel, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company on Form S-3 or other appropriate
form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Frederic M. Poses
----------------------------------------
Frederic M. Poses
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Ivan G. Seidenberg, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman and Robert F. Friel, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company on Form S-3 or other appropriate
form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Ivan G. Seidenberg
----------------------------------------
Ivan G. Seidenberg
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Andrew C. Sigler, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman and Robert F. Friel, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company on Form S-3 or other appropriate
form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed 65
million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Andrew C. Sigler
----------------------------------------
Andrew C. Sigler
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, John R. Stafford, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman and Robert F. Friel, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company on Form S-3 or other appropriate
form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ John R. Stafford
----------------------------------------
John R. Stafford
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Thomas P. Stafford, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman and Robert F. Friel, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company on Form S-3 or other appropriate
form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Thomas P. Stafford
----------------------------------------
Thomas P. Stafford
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Robert C. Winters, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman and Robert F. Friel, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company on Form S-3 or other appropriate
form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to the
extent that they confer authority to sign the above-described documents.
/s/ Robert C. Winters
----------------------------------------
Robert C. Winters
Dated: October 30, 1998
2
<PAGE>
POWER OF ATTORNEY
I, Henry T, Yang, a director of AlliedSignal Inc., a Delaware corporation
(the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard
F. Wallman and Robert F. Friel, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-fact to sign on
my behalf in my capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter filed by the
Company on Form S-3 or other appropriate form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $1 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible into
or redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $500 million;
(iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof;
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions (a) which have been specifically authorized by the
Board of Directors, and any warrants to purchase such shares, or (b) not
requiring specific authorization by the Board of Directors (not to exceed in any
one transaction the lesser of (1) two percent of the Common Stock of the Company
issued and outstanding at the end of the preceding fiscal year, as adjusted for
stock splits and stock dividends, or (2) shares having a market value of
$200,000,000), and any warrants to purchase such shares;
(vi) debt securities of the Company with aggregate proceeds not to
exceed $5 billion (or the equivalent thereof in any foreign currency) for the
purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and any guarantees by the Company of such debt securities
of its subsidiaries, joint ventures or affiliates; and
<PAGE>
(vii) shares of Common Stock of the Company in amounts not to exceed
65 million shares and/or shares of preferred stock of the Company or trust
preferred securities of trusts or other entities the common equity interest of
which are owned by the Company in amounts not to exceed $2.5 billion in proceeds
for the purpose of acquiring the common stock of AMP Incorporated, including any
accompanying warrants and options and any guarantees by the Company relating to
trust preferred securities; provided that the total issuances of Common Stock of
the Company, preferred stock of the Company and trust preferred securities shall
not exceed $2.5 billion in the aggregate.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Henry T. Yang
----------------------------------------
Henry T. Yang
Dated: October 30, 1998
2
<PAGE>
Exhibit 25.1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
</TABLE>
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
AlliedSignal Inc.
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
Delaware 22-2640650
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
101 Columbia Road
Morristown, New Jersey (973)455-2000 07962
(Address of principal executive offices) (Zip Code)
</TABLE>
--------------------------------------------
Debt Securities
(Title of the indenture securities)
-------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 11th day of August, 1999.
THE CHASE MANHATTAN BANK
By /s/ Ronald J. Halleran
-------------------------------------
Ronald J. Halleran
Assistant Vice President
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Millions
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................................... $ 15,364
Interest-bearing balances ............................................... 3,811
Securities:
Held to maturity securities .................................................. 1,084
Available for sale securities ................................................ 49,894
Federal funds sold and securities purchased under
agreements to resell .................................................... 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income ....................... $131,839
Less: Allowance for loan and lease losses ...................... 2,642
Less: Allocated transfer risk reserve .......................... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................................. 129,197
Trading Assets ............................................................... 45,483
Premises and fixed assets (including capitalized
leases) ................................................................. 3,124
Other real estate owned ...................................................... 242
Investments in unconsolidated subsidiaries and
associated companies .................................................... 171
Customers' liability to this bank on acceptances
outstanding ............................................................. 974
Intangible assets ............................................................ 2,017
Other assets ................................................................. 12,477
--------
TOTAL ASSETS ................................................................. $291,476
========
</TABLE>
- 4 -
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ................................................... $102,273
Noninterest-bearing ........................................ $ 39,135
Interest-bearing ........................................... 63,138
--------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ................................................ 74,586
Noninterest-bearing ........................................ $ 4,221
Interest-bearing ........................................... 70,365
Federal funds purchased and securities sold under agreements to repurchase.. 41,039
Demand notes issued to the U.S. Treasury ................................... 1,000
Trading liabilities ........................................................ 32,929
Otherborrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ......................... 4,353
With a remaining maturity of more than one year through three years.... 14
With a remaining maturity of more than three years .................... 92
Bank's liability on acceptances executed and outstanding ................... 974
Subordinated notes and debentures .......................................... 5,427
Other liabilities .......................................................... 9,684
TOTAL LIABILITIES .......................................................... 272,371
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus .......................... 0
Common stock ........................................................... 1,211
Surplus (exclude all surplus related to preferred stock)............... 11,016
Undivided profits and capital reserves ................................. 7,040
Net unrealized holding gains (losses)
on available-for-sale securities ....................................... (179)
Accumulated net gains (losses) on cash flow hedges ..................... 0
Cumulative foreign currency translation adjustments .................... 17
TOTAL EQUITY CAPITAL ................................................... 19,105
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ................................... $ 291,476
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
