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 for 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
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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, 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 Firat
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 term shall mean the office or agency of the
Trustee in The City of New York at which, at 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 be 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 of such series if such documents
are delivered to the Trustee or its agent at or prior to the
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 of 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 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
---------------------------
SEAL Name: X.X. Xxxxxxxx
Title: Assistant Treasurer
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
-----------------------
SEAL Name: Xxx X. Xxxxxxx
Title: Vice President
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 Allied-Signal
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 , to me known
and known to me to be respectively and of
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]
