UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS CERTIFICATE IS ONE OF THE GLOBAL DEBENTURES
REFERRED TO IN THE INDENTURE DESCRIBED HEREIN. FOR PURPOSES
OF THE OFFERING TO WHICH THIS CERTIFICATE IS RELATED, THE
GLOBAL DEBENTURE AND THE DEBENTURES REPRESENTED BY SUCH
GLOBAL DEBENTURE WILL BE REFERRED TO AS THE "GLOBAL NOTE"
AND THE "NOTES", RESPECTIVELY. UNLESS AND UNTIL THIS
CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL NOTES REPRESENTED HEREBY, THIS CERTIFICATE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A
NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY
TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST
COMPANY OR BY THE DEPOSITORY TRUST COMPANY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY.
ALLIEDSIGNAL INC.
6.20% Note Due February 1, 2008
REGISTERED No. 01 $200,000,000
REGISTERED CUSIP:019512 AK 8
ALLIEDSIGNAL INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to
CEDE & CO. or registered assigns, the principal sum of TWO
HUNDRED MILLION DOLLARS ($200,000,000) on February 1, 2008,
and to pay interest on said principal sum semiannually on
February 1 and August 1 of each year, commencing August 1,
1998 (each such date on which the Company is required to pay
interest being referred to herein as an "Interest Payment
Date"), at the rate of 6.20% per annum from the date hereof,
or from the most recent date in respect of which interest
has been paid or duly provided for, until payment of said
principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the Stated Maturity of the
principal of this Note, or any Interest Payment Date, falls
on a date that is not a Business Day, the principal or
interest, as the case may be, payable on such date will be
payable on the next succeeding Business Day with the same
force and effect as if paid on such date. The amount of
interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose
name this Note (or one or more predecessor Notes) is
registered at the close of business on the January 15 or
July 15 (each being referred to herein as a "Regular Record
Date"), as the case may be, next preceding such Interest
Payment Date. As used herein, "Business Day" means any day,
other than Saturday or Sunday, on which banks are not
required or authorized by law to close in New York City.
Payments of interest (other than interest payable
at Maturity) on this Note will be made (except as specified
below) by wire-transfer in same-day funds to the Registered
Holder at such Holder's address appearing on the Note
Register on the relevant Regular Record Date. In the event
the Notes are issued in certificated form, such payments may
be made, at the option of the Company, by mailing a check to
such Registered Holder. Principal and interest payable at
Maturity will be paid upon surrender of this Note at the
office of the Paying Agent located at 450 West 33rd Street,
New York, New York or at such other paying agency as the
Company may designate.
Initially, The Chase Manhattan Bank will be the
Paying Agent and the Note Registrar for this Note. The
Company reserves the rights at any time to remove any Paying
Agent or Note Registrar without notice, to appoint
additional or other Paying Agents and other Note Registrars
without notice and to approve any change in the office
through which any Paying Agent or Note Registrar acts;
provided, however, that there will at all times be a Paying
Agent in New York City.
This Note is one of the duly authorized series of
debt securities of the Company (hereinafter called the
"Securities"), issued and to be issued under an Indenture
dated as of October 1, 1985, as supplemented and amended by
the First Supplemental Indenture thereto dated as of
February 1, 1991, and by the Second Supplemental Indenture
thereto dated as of November 1, 1997, between the Company
and The Chase Manhattan Bank (a New York Banking
Corporation), as Trustee (as so supplemented and amended,
the "Indenture"), to which Indenture and all other
indentures supplemental thereto reference is hereby made for
a statement of the rights and limitations of rights
thereunder of the Holders of the Securities and of the
rights, obligations and duties of the Company, the Trustee
and the Paying Agent for this Note, and the terms upon which
the Securities are, and are to be, authenticated and
delivered. The Securities 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, if any, at different rates, may be
subject to different redemption provisions, if any, may be
subject to different covenants and Events of Default and may
otherwise vary as provided or permitted in the Indenture.
This Note is one of the series of Securities designated as
6.20% Notes Due February 1, 2008 (herein called the
"Notes"), limited in aggregate principal amount to
$200,000,000. Each capitalized term used herein and not
otherwise defined herein shall have the meaning assigned
thereto in the Indenture.
This Note will not be subject to any sinking fund.
This Note will be redeemable, in whole or in part,
at the option of the Company at any time at a redemption
price equal to the greater of (i) 100% of the principal
amount of such Note or (ii) the sum of the present values of
the remaining scheduled payments of principal and interest
thereon (not including the portion of any such payments of
interest accrued as of the redemption date) discounted to
the redemption date on a semiannual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (determined on the third Business Day
preceding such redemption date), plus, in each case, accrued
and unpaid interest thereon to the redemption date.
"Adjusted Treasury Rate" means (i) the arithmetic
mean of the yields under the heading "Week Ending" published
in the Statistical Release most recently published prior to
the date of determination under the caption "Treasury
Constant Maturities" for the maturity (rounded to the
nearest month) corresponding to the remaining life to
maturity, as of the redemption date, of the principal being
redeemed plus (ii) 0.10%. If no maturity set forth under
such heading exactly corresponds to the maturity of such
principal, yields for the two published maturities most
closely corresponding to the Adjusted Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-
line basis, rounding in each of the relevant periods to the
nearest month.
"Statistical Release" means the statistical
release designated "H.15(519)" or any successor publication
which is published weekly by the Federal Reserve System and
which establishes yields on actively-traded United States
government securities adjusted to constant maturities, or,
if such statistical release is not published at the time of
any determination under the terms of the Note, then such
other reasonably comparable index which shall be designated
by the Company.
Notice of any redemption will be mailed at least
30 days but not more than 60 days before the redemption date
to the holder of the Note to be redeemed.
Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest
will cease to accrue on the Note or portions thereof called
for redemption.
If an Event of Default with respect to the Notes
shall occur and be continuing, the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding
Notes may declare the principal of all the Notes 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 Company and the rights
of the Holders of the Securities of each series under the
Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding
of each series to be affected thereby (voting as a class).
The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the
Securities of each series to be affected at the time
Outstanding, on behalf of the Holders of all Securities of
each such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
Except as provided below in the case of a
defeasance, no reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this
Note at the times, place and rate, and in the coin or
currency, herein and in the Indenture prescribed.
Under the terms of the Indenture, the Company may
satisfy and discharge its obligations with respect to the
Notes by depositing in trust for the Holders of the
Outstanding Notes an amount in cash or the equivalent in
securities of the government which issued the currency in
which the Notes are denominated or government agencies
backed by the full faith and credit of such government
sufficient to pay and discharge the entire indebtedness on
the Notes for principal of and premium, if any, and interest
then due or to become due to the Stated Maturity of the
principal of the Notes (a "defeasance"). In such event, the
Company will be released and discharged from its obligations
to pay interest on the Notes and to pay the principal
thereof at its Maturity.
As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this
Note may be registered on the Note Register of the Company
upon surrender of this Note for registration of transfer at
the office or agency of the Company in New York City duly
endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Note
Registrar duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or
more new Notes in registered form, of authorized
denominations and for the same aggregate principal amount,
will be issued in the name or names of the designated
transferee or transferees and delivered at the office of the
Note Registrar in New York City, or mailed, at the request,
risk and expense of such transferee or transferees, to the
address or addresses shown in the Note Register for such
transferee or transferees.
Prior to due presentment of this Note for
registration of transfer, the Company, the Trustee, the Note
Registrar and any agent of the Company, the Trustee or the
Note Registrar may treat the Person in whose name this Note
is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the
Trustee, the Note Registrar nor any such agent shall be
affected by notice to the contrary.
This Note is issuable only in fully registered
form, without coupons, in denominations of $1,000 and any
integral multiple thereof. As provided in the Indenture,
and subject to certain limitations set forth therein or in
this Note, this Note is exchangeable for a like aggregate
principal amount of Notes of this series in authorized
denominations, as requested by the Holder surrendering the
same.
No service charge will be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
This Note is a Global Note as referred to in the
Indenture and is not exchangeable for one or more
certificated Notes; provided, however, that if at any time
the Depository notifies the Company that it is unwilling or
unable to continue as Depository or if at any time the
Depository shall no longer be eligible or in good standing
under the Securities Exchange Act of 1934, as amended, or
any other applicable statute or regulation, the Company
shall appoint a successor Depository. If a successor
Depository is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of
such ineligibility, the Company will execute, and the
Trustee or its agent, upon receipt of a Corporation Order
for the authentication and delivery of individual Notes of
this series in exchange for this Global Note, will
authenticate and deliver, individual Notes of this series in
an aggregate principal amount equal to the principal amount
of this Global Note in exchange for this Global Note.
In addition, the Company may at any time and in
its sole discretion determine that the Notes represented by
this Global Note shall no longer be represented by this
Global Note. In such event the Company will execute, and
the Trustee or its agent, upon receipt of a Corporation
Order for the authentication and delivery of individual
Notes of this series in exchange for this Global Note, will
authenticate and deliver, individual Notes of this series in
an aggregate principal amount equal to the principal amount
of this Global Note in exchange for this Global Note.
This Note and all the obligations of the Company
hereunder are direct, unsecured obligations of the Company
and rank pari passu with all other Securities and other
unsecured and unsubordinated indebtedness of the Company
from time to time outstanding.
This Note shall be construed in accordance with
and governed by the laws of the State of New York.
Unless the certificate of authentication hereon
has been manually executed by or on behalf of the Trustee
under the Indenture, this Note shall not be entitled to any
benefits under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, ALLIEDSIGNAL INC. has caused
this Note to be manually executed under its corporate seal.
Dated: February 3, 1998
[Seal] ALLIEDSIGNAL INC.
By:
___________________________
Name:
Title:
ATTEST:
By:
______________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the
Indenture described herein.
Dated: February 3, 1998
THE CHASE MANHATTAN BANK,
(NEW YORK BANKING
CORPORATION), as Trustee
By:
___________________________
Name:
Title:
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be
construed as though they were written out in full according
to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--________________Custodian_______________
Under Uniform Gifts to Minors Act
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not
as tenants in common
Additional abbreviations may also be used though
not in the above list.
FOR THE VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
Please Insert Social Security or other
Identifying Number of Assignee:
__________________________________
____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
____________________________________________________________
____________________________________________________________
____________________________________________________________
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing _______________
attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.
Dated: _________________ ______________________________
NOTICE: The signature to this
assignment must correspond
with the name as written upon
the face of the within instru
ment in every particular,
without alteration or enlarge
ment, or any change whatever.