PRICING AGREEMENT
J.P. Morgan Securities Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
60 Wall Street
New York, New York 10260
November 21, 1997
Dear Sirs:
Ingersoll-Rand Company (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement Standard
Provisions filed as an exhibit to the Company's registration statement on
Form S-3 (No. 333-37019) (the "Underwriting Agreement"), to issue and sell to
the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities").
Each of the provisions of the Underwriting Agreement is incorporated herein
by reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein; and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation
and warranty as of the date of this Pricing Agreement in relation to the
Prospectus as amended or supplemented relating to the Designated Securities
which are the subject of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein
as therein defined. The Representatives designated to act on behalf of each
of the Underwriters of the Designated Securities pursuant to Section 12 of
the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission. Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite
the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please
sign and return to us two counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon request, but
without warranty on the part of the Representatives as to the authority of
the signers thereof.
Very truly yours,
INGERSOLL-RAND COMPANY
By: /s/ William J. Armstrong
-------------------------
By: /s/ James E. Perrella
-------------------------
Accepted as of the date hereof:
J.P. MORGAN SECURITIES INC.
By: /s/ T. Kelly Millet
--------------------
On behalf of each of the Underwriters
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
- ----------- ---------------------
J.P. Morgan Securities Inc. $133,334,000
Chase Securities Inc. 133,333,000
UBS Securities LLC 133,333,000
------------
Total $400,000,000
------------
SCHEDULE II
Title of Designated Securities:
6.255% Notes due February 15, 2001.
Aggregate Principal Amount:
U.S. $400,000,000.
Price to Public:
100% of the principal amount of the Designated Securities, plus accrued
interest, if any, from November 26, 1997 to the Time of Delivery.
Purchase Price by Underwriters:
99.65% of the principal amount of the Designated Securities, plus
accrued interest, if any, from November 26, 1997 to the Time of
Delivery.
Method and Specified Funds for Payment of Purchase Price:
Same day funds; book-entry form.
Indenture:
Indenture, dated as of August 1, 1986, as supplemented, between the
Company and The Bank of New York, as Trustee
Maturity:
February 15, 2001
Interest Rate:
6.255% per annum.
Interest Payment Dates:
February 15 and August 15, commencing February 15, 1998.
Repayment Provisions:
None
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., New York City Time, November 26, 1997.
Closing Location:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Name and Address of Representative:
Designated Representative: J.P. Morgan Securities Inc.
Address 60 Wall Street
New York, New York 10260