FIRST SUPPLEMENTAL INDENTURE, dated as of March ,
1998 (the "First Supplemental Indenture"), between INGERSOLL-RAND
COMPANY, a corporation duly organized and existing under the laws
of the State of New Jersey, (the "Company"), and
________________________________________________, as trustee (the
"Trustee").
WHEREAS, the Company executed and delivered the
indenture dated as of , 1998 (the "Base Indenture"),
to the Trustee to provide for the future issuance of the
Company's Senior unsecured debentures, notes or other evidence
of indebtedness (the "Securities"), to be issued from time to
time in one or more series as might be determined by the Company
under the Base Indenture;
WHEREAS, pursuant to the terms of the Base Indenture,
the Company desires to provide for the establishment of a new
series of its Securities to be known as its ___% Debentures due
, 2003 (the "Debentures"), the form and
substance of such Debentures and the terms, provisions and
conditions thereof to be set forth as provided in the Base
Indenture and this First Supplemental Indenture (together, the
"Indenture");
WHEREAS, Ingersoll-Rand Financing I, a Delaware statutory
business trust (the "Trust"), has offered to the public its ___%
Trust Originated Preferred Securities (the "Preferred
Securities"), representing preferred, undivided beneficial
interests in the assets of the Trust, and proposes to invest the
proceeds from such offering, together with the proceeds of the
issuance and sale by the Trust to the Company of its ___% Trust
Originated Common Securities (the "Common Securities" and
together with the Preferred Securities, the "Trust Securities"),
in the Debentures; and
WHEREAS, the Company has requested that the Trustee
execute and deliver this First Supplemental Indenture and all
requirements necessary to make this First Supplemental Indenture
a valid instrument in accordance with its terms, and to make the
Debentures, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company
and all acts and things necessary have been done and performed to
make this First Supplemental Indenture enforceable in accordance
with its terms, and the execution and delivery of this First
Supplemental Indenture has been duly authorized in all respects:
NOW THEREFORE, in consideration of the purchase and
acceptance of the Debentures by the Holders thereof, and for the
purpose of setting forth, as provided in the Indenture, the form
and substance of the Debentures and the terms, provisions and
conditions thereof, the Company covenants and agrees with the
Trustee as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definition of Terms.
Unless the context otherwise requires:
(a) a term defined in the Indenture has the same
meaning when used in this First Supplemental Indenture;
(b) a term defined anywhere in this First Supplemental
Indenture has the same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and
do not affect interpretation;
(e) the following terms have the meanings given to
them in the Declaration: (i) Authorized Newspaper; (ii)
Business Day; (iii) Clearing Agency; (iv) Delaware Trustee;
(v) DTC; (vi) FELINE PRIDES; (vii) Growth PRIDES; (viii)
Income PRIDES; (xix) Institutional Trustee; (x) Investment
Company Event; (xi) Preferred Security Certificate; (xii)
Pricing Agreement; (xiii) Purchase Agreement; (xiv) Regular
Trustees; (xv) Reset Agent; (xvi) Reset Announcement Date;
(xvii) Reset Spread; (xviii) Two-Year Benchmark Treasury;
and (xix) Treasury Securities.
(f) the following terms have the meanings given to
them in this Section 1.11(f):
"Applicable Principal Amount" means either (i) if the
Tax Event Redemption Date occurs prior to ________ 16, 2001, the
aggregate principal amount of the Debentures corresponding to the
aggregate stated liquidation amount of the Preferred Securities
which are components of Income PRIDES on the Tax Event Redemption
Date or (ii) if the Tax Event Redemption occurs on or after
_________ 16, 2001, the aggregate principal amount of the
Debentures corresponding to the aggregate stated liquidation
amount of the Preferred Securities outstanding on such Tax Event
Redemption Date.
"Compounded Interest" shall have the meaning set forth
in Section 4.1.
"Coupon Rate" shall have the meaning set forth in
Section 2.5.
"Debentures Redemption Price" shall have the meaning
set forth in Section 3.4.
"Declaration" means the Amended and Restated
Declaration of Trust of Ingersoll-Rand Financing I, a Delaware
statutory business trust, dated as of , 1998.
"Deferred Interest" shall have the meaning set forth
in Section 4.1 hereof.
"Dissolution Event" means that, as a result of the
occurrence and continuation of a Tax Event, an Investment Company
Event or otherwise, the Trust is to be dissolved in accordance
with the Declaration, and, except in the case of a Tax Event
Redemption, the Debentures held by the Institutional Trustee are
to be distributed to the holders of the Trust Securities issued
by the Trust pro rata in accordance with the Declaration.
"Extended Interest Payment Period" shall have the
meaning set forth in Section 4.1.
"Failed Remarketing" shall have the meaning set forth
in Section 5.4(b) of the Purchase Contract Agreement.
"Global Debentures" shall have the meaning set forth in
Section 2.4.
"Non Book-Entry Preferred Securities" shall have the
meaning set forth in Section 2.4 .
"Purchase Contract" shall have the meaning set forth in
the Purchase Contract Agreement, dated as of ,
1998, between the Company and The First National Bank of Chicago,
as purchase contract agent.
"Purchase Contract Settlement Date" means
, 2001.
"Put Option" shall have the meaning set forth in
Section 3.4.
"Quotation Agent" means (i) Merrill Lynch Government
Securities, Inc. and its respective successors, provided,
however, that if the foregoing shall cease to be a Primary
Treasury Dealer, the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury
Dealer selected by the Company.
"Redemption Amount" means for each Debenture, the
product of (i) the principal amount of such Debenture and (ii) a
fraction whose numerator is the Treasury Portfolio Purchase Price
and whose denominator is the Applicable Principal Amount of the
Treasury Portfolio.
"Tax Event" means the receipt by the Trust of an
opinion of a nationally recognized independent tax counsel
experienced in such matters to the effect that, as a result of
(a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder)
of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, (b) any
amendment to or change in an interpretation or application of
such laws or regulations by any legislative body, court,
governmental agency or regulatory authority or (c) any
interpretation or pronouncement that provides for a position with
respect to such laws or regulations that differs from the
generally accepted position on the date the Trust Securities are
issued, which amendment or change is effective or which
interpretation or pronouncement is announced on or after the date
of issuance of the Trust Securities under the Declaration, there
is more than an insubstantial risk that (i) interest payable by
the Company on the Debentures would not be deductible, in whole
or in part, by the Company for federal income tax purposes or
(ii) the Trust would be subject to more than a de minimis amount
of other taxes, duties or other governmental charges.
"Tax Event Redemption Date" shall have the meaning set
forth in Section 3.1 hereof.
"Treasury Portfolio" means with respect to the
Applicable Principal Amount of Debentures (a) if the Tax Event
Redemption Date occurs prior to _________ 16, 2001, a portfolio
of zero-coupon U.S. Treasury Securities consisting of (i)
principal or interest strips of U.S. Treasury Securities which
mature on or prior to __________ 15, 2001 in an aggregate amount
equal to the Applicable Principal Amount and (ii) with respect to
each scheduled interest payment date on the Debentures that
occurs after the Tax Event Redemption Date principal or interest
strips of U.S. Treasury Securities which mature on or prior to
such date in an aggregate amount equal to the aggregate interest
payment that would be due on the Applicable Principal Amount of
the Debentures on such date, and (b) if the Tax Event Redemption
Date occurs after __________ 16, 2001, a portfolio of zero-coupon
U.S. Treasury Securities consisting of (i) principal or interest
strips of U.S. Treasury Securities which mature on or prior to
__________ 15, 2003 in an aggregate amount equal to the
Applicable Principal Amount and (ii) with respect to each
scheduled interest payment date on the Debentures that occurs
after the Tax Event Redemption Date interest or principal strips
of such U.S. Treasury Securities which mature on or prior to such
date in an aggregate amount equal to the aggregate interest
payment that would be due on the Applicable Principal Amount of
the Debentures on such date.
"Treasury Portfolio Purchase Price" means the lowest
aggregate price quoted by a primary U.S. government securities
dealer in New York City (a "Primary Treasury Dealer") to the
Quotation Agent on the third Business Day immediately preceding
the Tax Event Redemption Date for the purchase of the Treasury
Portfolio for settlement on the Tax Event Redemption Date.
(g) the following terms shall have the meanings given
to them in the Purchase Contract: Collateral Agent.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES
SECTION 2.1. Designation and Principal Amount.
There is hereby authorized a series of Securities
designated the ___% Debentures (the "Debentures") due
, 2003, limited in aggregate principal amount to $
, which amount shall be as set forth in any
written order of the Company for the authentication and delivery
of Debentures pursuant to Section of the Base Indenture.
SECTION 2.2. Maturity. The Maturity Date will be
.
SECTION 2.3. Form and Payment.
Except as provided in Section 2.4, the Debentures shall
be issued in fully registered certificated form without interest
coupons bearing identical terms. Principal and interest on the
Debentures issued in certificated form will be payable, the
transfer of such Debentures will be registrable and such
Debentures will be exchangeable for Debentures bearing identical
terms and provisions at the office or agency of the Institutional
Trustee; provided, however, that payment of interest may be made
at the option of the Company by check mailed to the Holder at
such address as shall appear in the Security Register.
Notwithstanding the foregoing, so long as the Holder of any
Debentures is the Institutional Trustee, the payment of the
principal of and interest (including Compounded Interest and
expenses and taxes of the Trust set forth in Section 4.1 hereof,
if any) on such Debentures held by the Institutional Trustee will
be made at such place and to such account as may be designated by
the Institutional Trustee.
SECTION 2.4. Global Debenture.
(a) In connection with a Dissolution Event,
(i) the Debentures in certificated form may be
presented to the Trustee by the Institutional Trustee in exchange
for a global Debenture in an aggregate principal amount equal to
the aggregate principal amount of all outstanding Debentures (a
"Global Debenture"), to be registered in the name of the Clearing
Agency, or its nominee, and delivered by the Institutional
Trustee to the Clearing Agency for crediting to the accounts of
its participants pursuant to the instructions of the Regular
Trustees. The Company upon any such presentation shall execute
a Global Debenture in such aggregate principal amount and deliver
the same to the Trustee for authentication and delivery in
accordance with the Indenture. Payments on the Debentures issued
as a Global Debenture will be made to the Clearing Agency; and
(ii) if any Preferred Securities are held in non book-
entry certificated form, the Debentures in certificated form may
be presented to the Trustee by the Institutional Trustee and any
Preferred Security Certificate which represents Preferred
Securities other than Preferred Securities held by the Clearing
Agency or its nominee ("Non Book-Entry Preferred Securities")
will be deemed to represent beneficial interests in the
Debentures presented to the Trustee by the Institutional Trustee
having an aggregate principal amount equal to the aggregate
liquidation amount of the Non Book-Entry Preferred Securities
until such Preferred Security Certificates are presented to the
Security Registrar for transfer or reissuance at which time such
Preferred Security Certificates will be cancelled and a
Debenture, registered in the name of the holder of the Preferred
Security Certificate or the transferee of the holder of such
Preferred Security Certificate, as the case may be, with an
aggregate principal amount equal to the aggregate liquidation
amount of the Preferred Security Certificate cancelled, will be
executed by the Company and delivered to the Trustee for
authentication and delivery in accordance with the Indenture to
such holder. On issue of such Debentures, Debentures with an
equivalent aggregate principal amount that were presented by
the Institutional Trustee to the Trustee will be deemed to have
been cancelled.
(b) Unless and until it is exchanged for the
Debentures in registered form, a Global Debenture may be
transferred, in whole but not in part, only to another nominee of
the Clearing Agency, or to a successor Clearing Agency selected
or approved by the Company or to a nominee of such successor
Clearing Agency.
(c) If at any time the Clearing Agency notifies the
Company that it is unwilling or unable to continue as a Clearing
Agency or if at any time the Clearing Agency for such series
shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation, and a successor Clearing Agency for such
series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition,
as the case may be, the Company will execute, and, subject to
Article III of the Indenture, the Trustee, upon written notice
from the Company, will authenticate and deliver the Debentures in
definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the
principal amount of the Global Debenture in exchange for such
Global Debenture. In addition, the Company may at any time
determine that the Debentures shall no longer be represented by
Global Debenture. In such event the Company will execute, and
subject to Section 3.3 of the Base Indenture, the Trustee, upon
receipt of an Officer's Certificate evidencing such determination
by the Company, will authenticate and deliver the Debentures in
definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the
principal amount of the Global Debenture in exchange for such
Global Debenture. Upon the exchange of the Global Debenture for
such Debentures in definitive registered form without coupons, in
authorized denominations, the Global Debenture shall be cancelled
by the Trustee. Such Debentures in definitive registered form
issued in exchange for the Global Debenture shall be registered
in such names and in such authorized denominations as the
Clearing Agency, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Securities to the Clearing Agency
for delivery to the Persons in whose names such Securities are so
registered.
SECTION 2.5. Interest.
(a) Each Debenture will bear interest initially at the
rate of ___% per annum (the "Coupon Rate") from the original date
of issuance until [ ] 15, 2001, and at the Reset
Rate thereafter until the principal thereof becomes due and
payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the rate of ___% until [
] 15, 2001 and at the Reset Rate thereafter,
compounded quarterly, payable (subject to the provisions of
Article IV herein) quarterly in arrears on February 16, May 16,
August 16 and November 16 of each year (each, an "Interest
Payment Date") commencing on [ ] 16, 1998, to the
Person in whose name such Debenture or any predecessor Debenture
is registered, at the close of business on the Regular Record
Date for such interest installment, which, in respect of (i)
Debentures of which the Institutional Trustee is the Holder and
the Preferred Securities are in book-entry only form or (ii) a
Global Debenture, shall be the close of business on the Business
Day next preceding that Interest Payment Date. Notwithstanding
the foregoing sentence, if (i) the Debentures are held by the
Institutional Trustee and the Preferred Securities are no longer
in book-entry only form or (ii) the Debentures are not
represented by a Global Debenture, the Company may select a
Regular Record Date for such interest installment which shall be
more than one Business Day but less than 60 Business Days prior
to an Interest Payment Date.
(b) The Coupon Rate on the Debentures will be reset on
the third Business Day immediately preceding the Purchase
Contract Settlement Date to the Reset Rate (which Reset Rate will
become effective on and after the Purchase Contract Settlement
Date). On the tenth (10) Business Day immediately preceding the
Purchase Contract Settlement Date, the Reset Announcement Date,
the Reset Spread and the relevant Two-Year Benchmark Treasury
will be announced by the Company. On the Business Day
immediately following such Reset Announcement Date, the Holders
of Debentures will be notified of such Reset Spread and Two-Year
Benchmark Treasury by the Company. Such notice shall be
sufficiently given to such Holders of Debentures if published in
an Authorized Newspaper.
(c) Not later than seven calendar days nor more than
15 calendar days immediately preceding the Reset Announcement
Date, the Company will request that the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee) or the
Institutional Trustee, notify the Holders of Debentures of such
Reset Announcement Date and the procedures to be followed by such
holders of Debentures wishing to settle the related Purchase
Contract with separate cash on the Business Day immediately
preceding the Purchase Contract Settlement Date.
(d) The amount of interest payable for any period will
be computed on the basis of a 360-day year consisting of twelve
30-day months. Except as provided in the following sentence, the
amount of interest payable for any period shorter than a full
quarterly period for which interest is computed, will be computed
on the basis of the actual number of days elapsed in such a
90-day period. In the event that any date on which interest is
payable on the Debentures is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on such
date.
ARTICLE III
REDEMPTION OF THE DEBENTURES
SECTION 3.1. Tax Event Redemption.
If a Tax Event shall occur and be continuing, the
Company may, at its option, redeem the Debentures in whole (but
not in part) at any time at a Redemption Price per Debenture
equal to the Redemption Amount plus accrued and unpaid interest
thereon, including Compounded Interest and the expenses and taxes
of the Trust set forth in Section 4.1 hereof, if any, to the date
of such redemption (the "Tax Event Redemption Date"). If,
following the occurrence of a Tax Event, the Company exercises
its option to redeem the Debentures, then the proceeds of such
redemption, if distributed to the Institutional Trustee as the
sole Holder of such Debentures, will be applied by the
Institutional Trustee to redeem Trust Securities having an
aggregate liquidation amount equal to the aggregate principal
amount of the Debentures so redeemed, at the Redemption Price.
If, following the occurrence of a Tax Event, the Company
exercises its option to redeem the Debentures, the Company shall
appoint the Quotation Agent to assemble the Treasury Portfolio in
consultation with the Company. Notice of any redemption will be
mailed at least 30 days but not more than 60 days before the Tax
Event Redemption Date to each registered Holder of the Debentures
to be prepaid at its registered address. Unless the Company
defaults in payment of the Redemption Price, on and after the
redemption date interest shall cease to accrue on such
Debentures.
SECTION 3.2. Redemption Procedure for Debentures.
Payment of the Redemption Price to each Holder of
Debentures shall be made by the Paying Agent, no later than
12:00 noon, New York City time, on the Tax Event Redemption Date,
by check or wire transfer in immediately available funds at such
place and to such account as may be designated by each such
Holder of Debentures, including the Institutional Trustee or the
Collateral Agent, as the case may be. If the Trustee holds
immediately available funds sufficient to pay the Redemption
Price of the Debentures (or, if the Company is acting as Paying
Agent or the Institutional Trustee has received the Redemption
Price), then, on such Tax Event Redemption Date, such Debentures
will cease to be outstanding and interest thereon will cease to
accrue, whether or not such Debentures have been received by the
Company, and all other rights of the Holder in respect of the
Debentures shall terminate and lapse (other than the right to
receive the Redemption Price upon delivery of such Debentures but
without interest on such Redemption Price).
SECTION 3.3. No Sinking Fund.
The Debentures are not entitled to the benefit of any
sinking fund.
SECTION 3.4. Option to Put Debentures.
If a Failed Remarketing has occurred, each Holder of
Debentures who holds such Debentures on the day immediately
following the Purchase Contract Settlement Date shall have the
right (the "Put Option") on or after the Business Day immediately
following the Purchase Contract Settlement Date, upon at least
three Business Days' prior notice, to require the Company to
repurchase such Holder's Debentures on __________, 2001 (the "Put
Option Exercise Date"), either in whole or in part, at a
repayment price per Debenture equal to $10, plus accrued and
unpaid interest, if any, thereon to the date of payment including
deferred interest, if any (the "Debenture Repayment Price").
SECTION 3.5. Repurchase Procedure for Debentures.
(a) In order for the Debentures to be repurchased on
the Put Option Exercise Date, the Company must receive on or
prior to 5:00 p.m. New York City time on the third Business Day
immediately preceding the Put Option Exercise Date, at the
principal executive offices of Ingersoll-Rand Company in
Woodcliff Lake, New Jersey, the Debentures to be repurchased with
the form entitled "Option to Elect Repayment" on the reverse of
or otherwise accompanying such Debentures duly completed. Any
such notice received by the Trustee shall be irrevocable. All
questions as to the validity, eligibility (including time of re-
ceipt) and acceptance of the Debentures for repayment shall be
determined by the Company, whose determination shall be final and
binding.
(b) Payment of the Debentures Repayment Price to
Holders of Debentures shall be made through the Trustee, subject
to the Trustee's receipt of payment from the Company in
accordance with the terms of the Indenture either through the
Trustee or the Company acting as Paying Agent, no later than
12:00 noon, New York City time, on the Put Option Exercise Date,
and to such account as may be designated by such Holders. If the
Trustee holds immediately available funds sufficient to pay the
Debentures Repayment Price of the Debentures presented for
repayment (or, if the Company is acting as Paying Agent and the
Institutional Trustee has received the Debentures Repayment
Price), then, immediately prior to the close of business on the
Business Day immediately preceding the Put Option Exercise Date,
such Debentures will cease to be outstanding and interest thereon
will cease to accrue, whether or not such Debentures have been
received by the Company, and all other rights of the Holder in
respect of the Debentures, including the Holder's right to
require the Company to repay such Debentures, shall terminate and
lapse (other than the right to receive the Debentures Repayment
Price upon delivery of such Debentures but without interest on
such Debentures Repayment Price). Neither the Trustee nor the
Company will be required to register or cease to be registered
the transfer of any Debentures for which repayment has been
elected.
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.1. Extension of Interest Payment Period.
The Company shall have the right at any time, and from
time to time, during the term of the Debentures, to defer
payments of interest by extending the interest payment period of
such Debentures for a period not extending, in the aggregate,
beyond the Maturity Date of the Debentures (the "Extended
Interest Payment Period"), during which Extended Interest Payment
Period no interest shall be due and payable. To the extent
permitted by applicable law, interest, the payment of which has
been deferred because of the extension of the interest payment
period pursuant to this Section 4.1, will bear interest thereon
at the rate of ___% until __________ 15, 2001, and at the Reset
Rate thereafter compounded quarterly for each quarter of the
Extended Interest Payment Period ("Compounded Interest"). At the
end of the Extended Interest Payment Period, the Company shall
pay all interest accrued and unpaid on the Debentures, including
any expenses and taxes of the Trust set forth in Section 5.1
hereof and Compounded Interest (together, "Deferred Interest")
that shall be payable to the Holders of the Debentures in whose
names the Debentures are registered in the Security Register on
the first record date after the end of the Extended Interest
Payment Period; provided, however, that during any such Extended
Interest Payment Period, (a) the Company shall not declare or pay
dividends on or make any distribution with respect to, or redeem,
purchase, acquire or make a liquidation payment with respect to,
any of its capital stock (other than (i) purchases or
acquisitions of capital stock of the Company in connection with
the satisfaction by the Company of its obligations under any
employee or agent benefit plans or the satisfaction by the
Company of its obligations pursuant to any contract or security
outstanding on the date of such event requiring the Company to
purchase capital stock of the Company, (ii) as a result of a
reclassification of the Company's capital stock or the exchange
or conversion of one class or series of the Company's capital
stock for another class or series of the Company capital stock,
(iii) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted
or exchanged, (iv) dividends or distributions in capital stock of
the Company (or rights to acquire capital stock) or repurchases
or redemptions of capital stock solely from the issuance or
exchange of capital stock or (v) redemptions or repurchases of
any rights outstanding under a shareholder rights plan and the
declaration thereunder of a dividend of rights in the future),
(b) the Company shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company that rank junior to the
Debentures, and (c) the Company shall not make any guarantee
payments with respect to the foregoing (other than payments
pursuant to the Guarantee or the Common Securities Guarantee).
Prior to the termination of any Extended Interest Payment Period,
the Company may further extend such period, provided that such
period together with all such previous and further extensions
thereof shall not extend beyond the Maturity Date of the
Debentures. Upon the termination of any Extended Interest
Payment Period and the payment of all Deferred Interest then due,
the Company may commence a new Extended Interest Payment Period,
subject to the foregoing requirements. No interest shall be due
and payable during an Extended Interest Payment Period, except at
the end thereof, but the Company, at its option, may prepay on
any Interest Payment Date all or any portion of the interest
accrued during the then elapsed portion of an Extended Interest
Payment Period.
SECTION 4.2. Notice of Extension.
(a) If the Institutional Trustee is the only
registered Holder of the Debentures at the time the Company
selects an Extended Interest Payment Period, the Company shall
give written notice to the Regular Trustees, the Institutional
Trustee and the Trustee of its selection of such Extended
Interest Payment Period one Business Day before the earlier of
(i) the next succeeding date on which Distributions on the Trust
Securities issued by the Trust are payable, or (ii) the date the
Trust is required to give notice of the record date, or the date
such Distributions are payable, to the New York Stock Exchange or
other applicable self-regulatory organization or to holders of
the Preferred Securities issued by the Trust, but in any event at
least one Business Day before such record date.
(b) If the Institutional Trustee is not the only
Holder of the Debentures at the time the Company selects an
Extended Interest Payment Period, the Company shall give the
Holders of the Debentures and the Trustee written notice of its
selection of such Extended Interest Payment Period at least 10
Business Days before the earlier of (i) the next succeeding
Interest Payment Date, or (ii) the date the Company is required
to give notice of the record or payment date of such interest
payment to the New York Stock Exchange or other applicable
self-regulatory organization or to Holders of the Debentures.
SECTION 4.3. Limitation of Transactions.
If (i) the Company shall exercise its right to defer
payment of interest as provided in Section 4.1, or (ii) there
shall have occurred any Event of Default, as defined in the
Indenture, then (a) the Company shall not declare or pay
dividends or make any distribution with respect to, or redeem,
purchase, acquire or make a liquidation payment with respect to,
any of its capital stock (other than (i) purchases or
acquisitions of capital stock of the Company in connection with
the satisfaction by the Company of its obligations under any
employee or agent benefit plans or the satisfaction by the
Company of its obligations pursuant to any contract or security
outstanding on the date of such event requiring the Company to
purchase capital stock of the Company, (ii) as a result of a
reclassification of the Company's capital stock or the exchange
or conversion of one class or series of the Company's capital
stock for another class or series of the Company capital stock,
(iii) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted
or exchanged, (iv) dividends or distributions in capital stock of
the Company (or rights to acquire capital stock) or repurchases
or redemptions of capital stock solely from the issuance or
exchange of capital stock and (v) redemptions or repurchases of
any rights outstanding under a shareholder rights plan and the
declaration thereunder of a dividend of rights in the future),
(b) the Company shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company that rank junior to the
Debentures, and (c) the Company shall not make any guarantee
payments with respect to the foregoing (other than payments
pursuant to the Guarantee or the Common Securities Guarantee).
ARTICLE V
EXPENSES
SECTION 5.1. Payment of Expenses.
In connection with the offering, sale and issuance of
the Debentures to the Institutional Trustee and in connection
with the sale of the Trust Securities by the Trust, the Company,
in its capacity as borrower with respect to the Debentures,
shall:
(a) pay all costs and expenses relating to the
offering, sale and issuance of the Debentures, including
commissions to the underwriters payable pursuant to the
Underwriting Agreement and the Pricing Agreement and compensation
of the Trustee under the Indenture in accordance with the
provisions of Section ___ of the Base Indenture;
(b) pay all costs and expenses of the Trust
(including, but not limited to, costs and expenses relating to
the organization of the Trust, the offering, sale and issuance of
the Trust Securities (including commissions to the underwriters
in connection therewith), the fees and expenses of the
Institutional Trustee and the Delaware Trustee, the costs and
expenses relating to the operation of the Trust, including
without limitation, costs and expenses of accountants, attorneys,
statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and
telephone and other telecommunications expenses and costs and
expenses incurred in connection with the acquisition, financing,
and disposition of Trust assets) to which the Trust might become
subject;
(c) be primarily liable for any indemnification
obligations arising with respect to the Declaration; and
(d) pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and
all liabilities, costs and expenses with respect to such taxes of
the Trust.
SECTION 5.2. Payment Upon Resignation or Removal.
Upon termination of this First Supplemental Indenture
or the Base Indenture or the removal or resignation of the
Trustee pursuant to this Section 5.2, the Company shall pay to
the Trustee all amounts accrued to the date of such termination,
removal or resignation. Upon termination of the Declaration or
the removal or resignation of the Delaware Trustee or the
Institutional Trustee, as the case may be, pursuant to Section
5.6 of the Declaration, the Company shall pay to the Delaware
Trustee or the Institutional Trustee, as the case may be, all
amounts accrued to the date of such termination, removal or
resignation.
ARTICLE VI
NOTICE
SECTION 6.1. Notice by the Company.
The Company shall give prompt written notice to a
Responsible Officer of the Trustee of any fact known to the
Company that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article VI. Notwithstanding any of the
provisions of the Base Indenture and this First Supplemental
Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any
payment of monies to or by the Trustee in respect of the
Debentures pursuant to the provisions of the Base Indenture,
unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Company or a holder or
holders of Senior Indebtedness or from any trustee therefor and
before the receipt of any such written notice, the Trustee,
subject to the provisions of the Base Indenture, shall be
entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received
the notice provided for in this Article VI at least two Business
Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any)
or interest on any Debenture), then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power
and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected
by any notice to the contrary that may be received by it within
two Business Days prior to such date.
ARTICLE VII
FORM OF DEBENTURE
SECTION 7.1. Form of Debenture.
The Debentures and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in
the following forms:
(FORM OF FACE OF DEBENTURE)
[IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT -
This Debenture is a Global Debenture within the meaning of the
Indenture hereinafter referred to and is registered in the name
of the Clearing Agency or a nominee of the Clearing Agency. This
Debenture is exchangeable for Debentures registered in the name
of a person other than the Clearing Agency or its nominee only in
the limited circumstances described in the Indenture, and no
transfer of this Debenture (other than a transfer of this
Debenture as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to the
Clearing Agency or another nominee of the Clearing Agency) may be
registered except in limited circumstances.
Unless this Debenture 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 Debenture 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 hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.]
No. ____________________________
$_______________________________
CUSIP No.________________________
INGERSOLL-RAND COMPANY
___% DEBENTURE
DUE [ ] 16, 2003
INGERSOLL-RAND COMPANY, a New Jersey corporation (the
"Company", which term includes any successor corporation under
the Indenture hereinafter referred to), for value received,
hereby promises to pay to ______________________________, the
principal sum of
___________________________________________________
($______________) on __________ 16, 2003 (such date is
hereinafter referred to as the "Maturity Date"), and to pay
interest on said principal sum from , 1998, or from the
most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided
for, quarterly (subject to deferral as set forth herein) in
arrears on February 16, May 16, August 16 and November 16 of each
year, commencing on [ ] 16, 1998, initially at the
rate of ___% per annum until [ ] 15, 2001, and at
the Reset Rate thereafter until the principal hereof shall have
become due and payable, and on any overdue principal and premium,
if any, and (without duplication and to the extent that payment
of such interest is enforceable under applicable law) on any
overdue installment of interest at the rate of ___% until [
] 15, 2001, and at the Reset Date thereafter, compounded
quarterly. The interest rate will be reset on the third business
day preceding [ ] 16, 2001 to the Reset Rate (as
determined by the Reset Agent). The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a
360-day year consisting of twelve 30-day months. In the event
that any date on which interest is payable on this Debenture is
not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day that is a Business Day
(and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same
force and effect as if made on such date. The interest
installment 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 Debenture (or one or
more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the regular record date
for such interest installment which in the case of a Global
Debenture shall be the close of business on the business day next
preceding such Interest Payment Date; provided, however, if
pursuant to the terms of the indenture the Debentures are no
longer represented by a Global Debenture, the Company may select
such regular record date for such interest installment which
shall be more than one Business Day but less than 60 Business
Days prior to an Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in whose name
this Debenture (or one or more Predecessor Securities) is
registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders
of this series of Debentures not less than 10 days prior to such
special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures may be listed, and
upon such notice as may be required by such exchange all as more
fully provided in the Indenture. The principal of (and premium,
if any) and the interest on this Debenture shall be payable at
the office or agency of the Trustee maintained for that purpose
in any coin or currency of the United States of America that at
the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the
registered Holder at such address as shall appear in the Security
Register or by wire transfer to an account appropriately
designated by the Holder entitled thereto. Notwithstanding the
foregoing, so long as the Holder of this Debenture is the
Institutional Trustee or the Collateral Agent, the payment of the
principal of (and premium, if any) and interest on this Debenture
will be made at such place and to such account as may be
designated in writing by the Institutional Trustee or the
Collateral Agent.
The indebtedness evidenced by this Debenture is, to the
extent provided in the Indenture, senior and unsecured and will
rank in right of payment on parity with all other senior
unsecured obligations of the Company.
This Debenture shall not be entitled to any benefit
under the Indenture hereinafter referred to, be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Debenture are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Company has caused this
instrument to be executed.
Dated
INGERSOLL-RAND COMPANY
By:________________________________
Name:
Title:
Attest:
By:________________________________
Name:
Title:
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures
described in the within-mentioned Indenture.
Dated__________________________________________
___________________________
as Trustee
By_____________________________________________
Authorized Signatory
(FORM OF REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of
Securities of the Company (herein sometimes referred to as the
"Securities"), specified in the Indenture, all issued or to be
issued in one or more series under and pursuant to an Indenture
dated as of , 1998 (the "Base Indenture"), duly
executed and delivered between the Company and
_____________________________________, as Trustee (the "Trustee")
(as supplemented by a First Supplemental Indenture, dated
, 1998), (the Base Indenture as so supplemented, the
"Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the
Securities. By the terms of the Indenture, the Securities are
issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the
Indenture. This series of Securities is limited in aggregate
principal amount as specified in said First Supplemental
Indenture.
If a Tax Event shall occur and be continuing, the
Company may, at its option, redeem Debentures in whole (but not
in part) at any time at a Redemption Price per Debenture equal to
the Redemption Amount plus accrued and unpaid interest thereon,
including Compounded Interest and expenses and taxes of the Trust
(each as defined herein), if any, to the Tax Event Redemption
Date. The Redemption Price shall be paid to each Holder of the
Debenture by the Company, no later than 12:00 noon, New York City
time, on the Tax Event Redemption Date, by check or wire transfer
in immediately available funds, at such place and to such account
as may be designated by each such Holder.
The Debentures are not entitled to the benefit of any
sinking fund.
If a Failed Remarketing has occurred, each Holder of
this Debenture who holds this Debenture on the day immediately
following the Purchase Contract Settlement Date shall have the
right (the "Put Option") on or after the Business Day
immediately following the Purchase Contract Settlement Date, upon
at least three Business Days' prior notice, to require the
Company to repurchase such Holder's Debentures on
____________________, 2001 (the "Put Option Exercise Date"),
either in whole or in part, at a repayment price per Debenture
equal to $10, plus accrued and unpaid interest, if any, thereon
to the date of payment including deferred interest, if any (the
"Debenture Repayment Price"). In order for the Debentures to be
so repurchased, the Company must receive, on or prior to 5:00
p.m. New York City Time on the third Business Day immediately
preceding the Put Option Exercise Date, at the principal
executive offices of Ingersoll-Rand Company in Woodcliff Lake,
New Jersey, the Debentures to be repurchased with the form
entitled "Option to Elect Repayment" on the reverse of or
otherwise accompanying such Debentures duly completed. Any such
notice received by the Trustee shall be irrevocable. All
questions as to the validity, eligibility (including time of
receipt) and acceptance of the Debentures for repayment shall be
determined by the Company, whose determination shall be final and
binding. The payment of the Debentures Repayment Price in
respect of such Debentures shall be made, either through the
Trustee or the Company acting as Paying Agent, no later than
12:00 noon, New York City time, on the Put Option Exercise Date.
In case an Event of Default, as defined in the
Indenture, shall have occurred and be continuing, the principal
of all of the Debentures may be declared, and upon such
declaration shall become, due and payable, in the manner, with
the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the Holders of not
less than a majority in aggregate principal amount of the
Debentures of each series affected at the time outstanding, as
defined in the Indenture, to execute supplemental indentures for
the purpose of, among other things, adding any provisions to or
changing or eliminating any of the provisions of the Indenture or
of any supplemental indenture or of modifying the rights of the
Holders of the Debentures; provided, however, that, among other
things, no such supplemental indenture shall (i) reduce the
principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon (subject to the Company's right to
defer such payments in the manner set forth herein), or reduce
any premium payable upon the redemption thereof, without the
consent of the Holder of each Debenture so affected, or (ii)
reduce the aforesaid percentage of Debentures, the Holders of
which are required to consent to any such supplemental indenture,
without the consent of the Holders of each Debenture then
outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate
principal amount of the Securities of any series at the time
outstanding affected thereby, on behalf of all of the Holders of
the Debentures of such series, to waive a Default or Event of
Default with respect to such series, and its consequences,
except a Default or Event of Default in the payment of the
principal of or premium, if any, or interest on any of the
Securities of such series. Any such consent or waiver by the
registered Holder of this Debenture (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Debenture
and of any Debenture issued in exchange for or in place hereof
(whether by registration of transfer or otherwise), irrespective
of whether or not any 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 Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this
Debenture at the time and place and at the rate and in the money
herein prescribed.
So long as the Company is not in default in the payment
of interest on the Debenture, the Company shall have the right at
any time during the term of the Debentures from time to time to
extend the interest payment period of such Debentures for a
period not extending, in the aggregate, beyond the Maturity Date
of the Debentures (an "Extended Interest Payment Period"). At
the end of an Extended Interest Payment Period, the Company shall
pay all interest then accrued and unpaid (together with the
interest thereon at the rate of ___% until [ ] 15,
2001 and at the Reset Rate thereafter to the extent that payment
of such interest is enforceable under applicable law). In the
event that the Company exercises this right, then (a) the Company
shall not declare or pay dividends or make any distribution with
respect to, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of its capital stock (other than (i)
purchases or acquisitions of capital stock of the Company in
connection with the satisfaction by the Company of its
obligations under any employee or agent benefit plans or the
satisfaction by the Company of its obligations pursuant to any
contract or security outstanding on the date of such event
requiring the Company to purchase capital stock of the Company,
(ii) as a result of a reclassification of the Company's capital
stock or the exchange or conversion of one class or series of the
Company's capital stock for another class or series of the
Company capital stock, (iii) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (iv) dividends or
distributions in capital stock of the Company (or rights to
acquire capital stock) or repurchases or redemptions of capital
stock solely from the issuance or exchange of capital stock or
(v) redemptions or purchases of any rights outstanding under a
shareholder rights plan and the declaration thereunder of a
dividend of rights in the future), (b) the Company shall not make
any payment of interest, principal or premium, if any, or repay,
repurchase or redeem any debt securities issued by the Company
that rank junior to the Debentures, and (c) the Company shall not
make any guarantee payments with respect to the foregoing (other
than payments pursuant to the Guarantee or the Common Securities
Guarantee). Prior to the termination of any such Extended
Interest Payment Period, the Company may further extend the
interest payment period; provided, that such Extended Interest
Payment Period, together with all such previous and further
extensions thereof, may not extend beyond the Maturity Date of
the Debenture. At the termination of any such Extended Interest
Payment Period and upon the payment of all accrued and unpaid
interest and any additional amount then due, the Company may
commence a new Extended Interest Payment Period, subject to the
above requirements.
As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by
the registered Holder hereof on the Security Register of the
Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Trustee in the City of
Chicago and State of Illinois accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company
or the Trustee duly executed by the registered Holder hereof or
his attorney duly authorized in writing, and thereupon one or
more new Debentures of authorized denominations and for the same
aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.
Prior to due presentment for registration of transfer
of this Debenture, the Company, the Trustee, any Paying Agent and
the Security 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 notice of
ownership or writing hereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on
account of the principal hereof and premium, if any, and interest
due hereon and for all other purposes, and neither the Company
nor the Trustee nor any Paying Agent nor any Security Registrar
shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Debenture, or for any claim
based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture, against any incorporator, shareholder,
officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.
The Indenture imposes certain limitations on the
ability of the Company to, among other things, merge or
consolidate with any other Person or sell, assign, transfer or
lease all or substantially all of its properties or assets. All
such covenants and limitations are subject to a number of
important qualifications and exceptions. The Company must report
periodically to the Trustee on compliance with the covenants in
the Indenture.
The Debentures of this series are issuable only in
registered form without coupons in denominations of $50 and any
integral multiple thereof. This Global Debenture is exchangeable
for Debentures in definitive form only under certain limited
circumstances set forth in the Indenture. As provided in the
Indenture and subject to certain limitations therein set forth,
Debentures of this series so issued are exchangeable for a like
aggregate principal amount of Debentures of this series of a
different authorized denomination, as requested by the Holder
surrendering the same.
All terms used in this Debenture that are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay $_____ principal amount of the
within Debenture, pursuant to its terms, on the "Put Option
Exercise Date," together with any interest thereon accrued but
unpaid to the date of repayment, to the undersigned at:
(Please print or type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the
Indenture, a new Debenture or Debentures representing the
remaining aggregate principal amount of this Debenture.
For this Option to Elect Repayment to be effective, this
Indenture with the Option to Elect Repayment duly completed must
be received by the Company at Ingersoll-Rand Company, Attn:
Corporate Secretary, 200 Chestnut Ridge Road, Woodcliff Lake, New
Jersey 07679, no later than 5:00 p.m. on [ ] 27,
2001.
Dated: Signature: ________________________
Signature Guarantee: ___________________
Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the within
Debenture in every particular without alternation or enlargement
or any change whatsoever.
----------------
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this
Debenture to:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Insert assignee's social security or tax identification number)
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
agent to transfer this Debenture on the books of the Trust. The
agent may substitute another to act for him or her.
Date: ____________________________________
Signature: ______________________________
Signature Guarantee: ____________________
(Sign exactly as your name appears on the other side of this
Debenture)
ARTICLE VIII
ORIGINAL ISSUE OF DEBENTURES
SECTION 8.1. Original Issue of Debentures.
Debentures in the aggregate principal amount of $
may, upon execution of this First Supplemental
Indenture, be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debentures to or upon the written
order of the Company, signed by its Chairman, its Vice Chairman,
its President, or any Vice President and its Treasurer or an
Assistant Treasurer, without any further action by the Company.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1. Ratification of Indenture.
The Indenture as supplemented by this First
Supplemental Indenture, is in all respects ratified and
confirmed, and this First Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and
therein provided.
SECTION 9.2. Trustee Not Responsible for Recitals.
The recitals herein contained are made by the Company
and not by the Trustee, and the Trustee assumes no responsibility
for the correctness thereof. The Trustee makes no representation
as to the validity or sufficiency of this First Supplemental
Indenture.
SECTION 9.3. Governing Law.
This First Supplemental Indenture and each Debenture
shall be deemed to be a contract made under the internal laws of
the State of New York, and for all purposes shall be construed
in accordance with the laws of said State.
SECTION 9.4. Separability.
In case any one or more of the provisions contained in
this First Supplemental Indenture or in the Debentures shall for
any reason be held to be invalid illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall
not affect any other provisions of this First Supplemental
Indenture or of the Debentures, but this First Supplemental
Indenture and the Debentures shall be construed as if such
invalid or illegal or unenforceable provision had never been
contained herein or therein.
SECTION 9.5. Counterparts.
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.
SECTION 9.6. Preferred Securities Guarantee and
Declaration.
The Preferred Securities Guarantee and the Declaration
shall be deemed to be specifically described in this First
Supplemental Indenture for purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed by their
respective officers thereunto duly authorized, on the date or
dates indicated in the acknowledgments and as of the day and year
first above written.
INGERSOLL-RAND COMPANY,
as Issuer
By: ____________________________
Name:
Title:
_________________________________
as Trustee
By: _____________________________
Name:
Title:
_________________________________________________________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of March , 1998
between
INGERSOLL-RAND COMPANY
AS ISSUER
and
_________________________________
AS TRUSTEE
_________________________________________________________________
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS . . . . . . . . . . . 1
SECTION 1.1. Definition of Terms . . . . . . . . . . . 1
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES . . 4
SECTION 2.1. Designation and Principal Amount . . . . . 4
SECTION 2.2. Maturity . . . . . . . . . . . . . . . . . 4
SECTION 2.3. Form and Payment . . . . . . . . . . . . . 4
SECTION 2.4. Global Debenture . . . . . . . . . . . . . 4
SECTION 2.5. Interest . . . . . . . . . . . . . . . . . 6
ARTICLE III
REDEMPTION OF THE DEBENTURES . . . . . . . 7
SECTION 3.1. Tax Event Redemption . . . . . . . . . . . 7
SECTION 3.2. Redemption Procedure for Debentures . . . 7
SECTION 3.3. No Sinking Fund . . . . . . . . . . . . . 8
SECTION 3.4. Option to Put Debentures . . . . . . . . . 8
SECTION 3.5. Repurchase Procedure for Debentures . . . 8
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD . . . . . 9
SECTION 4.1. Extension of Interest Payment Period . . . 9
SECTION 4.2. Notice of Extension . . . . . . . . . . . 10
SECTION 4.3. Limitation of Transactions . . . . . . . . 10
ARTICLE V
EXPENSES . . . . . . . . . . . . 11
SECTION 5.1. Payment of Expenses . . . . . . . . . . . 11
SECTION 5.2. Payment Upon Resignation or Removal . . . 11
ARTICLE VI
NOTICE . . . . . . . . . . . . 11
SECTION 6.1. Notice by the Company . . . . . . . . . . 11
ARTICLE VII
FORM OF DEBENTURE . . . . . . . . . . 12
SECTION 7.1. Form of Debenture . . . . . . . . . . . . 12
ARTICLE VIII
ORIGINAL ISSUE OF DEBENTURES . . . . . . . 22
SECTION 8.1. Original Issue of Debentures . . . . . . . 22
ARTICLE IX
MISCELLANEOUS . . . . . . . . . . . 22
SECTION 9.1. Ratification of Indenture . . . . . . . . 22
SECTION 9.2. Trustee Not Responsible for Recitals . . . 22
SECTION 9.3. Governing Law . . . . . . . . . . . . . . 22
SECTION 9.4. Separability . . . . . . . . . . . . . . . 22
SECTION 9.5. Counterparts. . . . . . . . . . . . . . . 22
SECTION 9.6. Preferred Securities Guarantee and
Declaration . . . . . . . . . . . . . . . 23