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
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.
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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
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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."
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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
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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
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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."
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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.
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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
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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."
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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.
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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.
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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/ X.X. Xxxxxxxx
Name: X. X. Xxxxxxxx
Title: Assistant Treasurer
SEAL
Attest:
/s/ X. X. Xxxxxxxx, Xx.
Name: X. X. Xxxxxxxx, Xx.
Title: Assistant Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx
Title: Vice President
SEAL
Attest:
/s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Secretary
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STATE OF NEW JERSEY )
) ss.:
COUNTY OF XXXXXX )
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
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