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Exhibit 2.5
CONFORMED COPY
ABB FINANCE INC.
PROGRAMME FOR THE ISSUANCE
OF DEBT INSTRUMENTS
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DEED OF COVENANT
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10 March 1993
Clifford Chance
London
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T H I S D E E D is made the 10th day of March 1993
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BY:
(1) ABB FINANCE INC. (the "ISSUER")
IN FAVOUR OF
(2) THE ACCOUNT HOLDERS from time to time (the "ACCOUNT HOLDERS") of Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the
Euroclear System and Cedel S.A. and of any other clearing system to
which Instruments or any interest therein may from time to time be
credited (together, the "CLEARING SYSTEMS" and each a "CLEARING
SYSTEM").
WHEREAS:
(A) The Issuer has entered into a Dealership Agreement dated 10 March 1993 and
made between itself and ABN AMRO Bank N.V., Credit Suisse First Boston Limited,
Deutsche Bank AG London, Goldman Sachs International Limited, Lehman Brothers
International (Europe), J.P. Morgan Securities Ltd., Morgan Stanley
International, NatWest Capital Markets Limited, Swiss Bank Corporation and UBS
Phillips & Drew Securities Limited as dealers (the "DEALERS", which expression
shall include any institution appointed as a dealer in accordance therewith)
under which debt instruments ("INSTRUMENTS") may from time to time be sold by
the Issuer to, and purchased by, a Dealer. Such Instruments may be represented
initially by a temporary global instrument (the "TEMPORARY GLOBAL INSTRUMENT")
exchangeable in accordance with its terms for a permanent global instrument (the
"PERMANENT GLOBAL INSTRUMENT") or, as the case may be, definitive Instruments
("DEFINITIVE INSTRUMENTS") and/or (if the Temporary Instrument so provides)
registered instruments ("REGISTERED INSTRUMENTS"). Permanent Global Instruments
are, in accordance with their respective terms, exchangeable for Definitive
Instruments and/or (if the Permanent Global Instrument so provides) Registered
Instruments. References herein to a "GLOBAL INSTRUMENT" shall, as the context
may require, be to a Permanent Global Instrument or, as the case may be, a
Temporary Global Instrument. A Global Instrument will be delivered to a
depositary or a common depositary for any one or more of the Clearing Systems
for credit to such securities clearance (or any other) account or accounts with
any Clearing System as may be determined by the terms and conditions and
operating procedures or management regulations (the "OPERATING REGULATIONS") of
the relevant Clearing System with its respective participants.
(B) Pursuant to a guarantee (the "Guarantee") dated as of 15 December 1989
Asea Brown Boveri Inc. (the "GUARANTOR") has unconditionally guaranteed payment
when due of, among other things, all obligations of the Issuer for money
borrowed pursuant to debt instruments (including the Instruments).
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(C) An Account Holder, to whose securities clearance (or any other) account
with a Clearing System is credited rights in respect of a Global Instrument, may
be entitled, under and in accordance with the Operating Regulations of the
relevant Clearing System, to instruct the relevant Clearing System to debit its
securities clearance (or any other) account with rights in respect of
Instruments represented by the Global Instrument and credit the same to the
securities clearance (or any other) account or accounts of other Account Holders
with the same or another Clearing System.
(D) In certain circumstances, indicated in the relevant Global Instrument,
such Global Instrument will become void. In such circumstances, subject to and
in accordance with the terms of this Deed, each Relevant Account Holder (as
defined below) will acquire against the Issuer all those rights which such
Relevant Account Holder would have acquired if, immediately prior to such Global
Instrument becoming void, such Relevant Account Holder were the holder of
Definitive Instruments and/or Registered Instruments issued by the Issuer in
exchange for its interest in the relevant Global Instrument, including, without
limitation, rights to receive principal, interest or any other amount due in
respect of such Definitive Instruments and/or Registered Instruments (the
"DIRECT RIGHTS"). For these purposes, any reference to the "RELEVANT ACCOUNT
HOLDERS" is to those Account Holders (other than the Clearing Systems to the
extent to which they are account holders with each other for the purposes of
operating the "bridge" between them) to whose securities clearance (or any
other) accounts rights in respect of Instruments represented by the Global
Instrument are, at the time at which the Global Instrument becomes void,
credited and any reference to a "RELEVANT ACCOUNT HOLDER" is to any one of them.
THIS DEED WITNESSES as follows:
1. If a Global Instrument becomes void in accordance with its terms, then
each Relevant Account Holder shall acquire against the Issuer the Direct Rights.
The Issuer agrees that such Direct Rights shall, by virtue of this Deed, be so
acquired by such Relevant Account Holder immediately upon the relevant Global
Instrument becoming void, without any need for any further action by any person.
2. The records of the relevant Clearing System shall, in the absence of
manifest error, be conclusive as to the identity of each Relevant Account Holder
and the principal amount of rights in respect of the Instruments represented by
any Global Instrument credited to the securities clearance account of each such
Relevant Account Holder at any time. Any statement issued by a Clearing System
as to its records shall, in the absence of manifest error, be conclusive
evidence of the records of the relevant Clearing System for the purposes of this
Clause 2 (but without prejudice to any other means of producing such records in
evidence).
3. The Issuer will, subject to the exceptions and limitations set forth
below, pay as additional interest in respect of any amount payable in respect of
this Deed, such additional amounts as are necessary in order that the net
payment by the Issuer of any amount payable in respect of this Deed to a
Relevant Account Holder who is not a United States person (as such term is
defined below), after deduction for any present or future tax, duty, assessment
or governmental charge ("TAXES") imposed or levied by the United States (as such
term is defined below), or a political subdivision or taxing authority thereof
or therein, imposed by withholding with respect to the amount payable, will not
be less than the amount which would have been receivable by such Relevant
Account Holder in the absence of such withholding or deduction; provided,
however, that the foregoing obligation to pay additional amounts shall not apply
to:
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(i) any Taxes that would not have been so imposed but for
the existence of any present or former connection
between such Relevant Account Holder (or between a
fiduciary, settlor, beneficiary, member or
shareholder of, or holder of power over, such
Relevant Account Holder, if such Relevant Account
Holder is an estate, trust, partnership or
corporation) and the United States, including,
without limitation, such Relevant Account Holder (or
fiduciary, settlor, beneficiary, member, shareholder
or holder of power) being considered as:
(a) being or having been present or engaged in a
trade or business in the United States or
having or having had a permanent
establishment therein;
(b) having a current or former relationship with
the United States, including a relationship
as a citizen or resident or being treated as
a resident thereof;
(c) being or having been a personal holding
company, a controlled foreign corporation, a
foreign personal holding company, a passive
foreign investment company, a private
foundation or other tax-exempt organisation
for United States Federal income tax
purposes or a corporation that has
accumulated earnings to avoid United States
Federal income tax; or
(d) a "10 per cent. shareholder" of the Issuer
or the Guarantor as defined in Section
871(h)(3) of the United States Internal
Revenue Code of 1986, as amended (the
"CODE");
(ii) any Relevant Account Holder who is a fiduciary or
partnership or other than the sole beneficial owner
of the rights of such Relevant Account Holder under
this Deed, but only to the extent that a beneficiary
or settlor with respect to such fiduciary or member
of such partnership or a beneficial owner of the
rights of such Relevant Account Holder under this
Deed would not have been entitled to the payment of
an additional amount had such beneficiary, settlor,
member or beneficial owner been the Relevant Account
Holder;
(iii) any Taxes that would not have been imposed or
withheld but for the failure of the Relevant Account
Holder, if required, to comply with certification,
identification or information reporting requirements
under statute or regulations with respect to the
payment, concerning the nationality, residence,
identity or connection with the United States of the
Relevant Account Holder or a beneficial owner of the
rights of such Relevant Account Holder under this
Deed, if such compliance is required by statute, or
by regulation of the United States, as a precondition
to relief or exemption from such Taxes;
(iv) any estate, inheritance, gift, sales, transfer,
wealth or personal property tax or any similar tax,
duty, assessment or governmental charge;
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(v) any Taxes that are payable otherwise than by
withholding by the Issuer from the payment of the
amount payable in respect of this Deed; or
(vi) any Relevant Account Holder who is able to avoid any
Taxes by making a declaration of non-residence or
other claim for exemption to the relevant tax
authority; and
(vii) any combination of times (i), (ii), (iii), (iv), (v)
and (vi).
As used in this Clause 3, "UNITED STATES" means the United States of America,
the Commonwealth of Puerto Rico and each possession of the United States of
America and place subject to its jurisdiction and "UNITED STATES PERSON" means
an individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or an estate or trust the income of which is subject to United
States Federal income taxation regardless of its source.
4. This Deed is governed by, and shall be construed in accordance with, English
law.
5. In relation to any legal action or proceedings arising out of or in
connection with this Deed ("PROCEEDINGS"), the Issuer irrevocably submits to the
jurisdiction of the courts of England and waives any objection to Proceedings in
such courts whether on the ground of venue or on the ground that the Proceedings
have been brought in an inconvenient forum. This submission is made for the
benefit of each Relevant Account Holder and shall not limit the right of any of
them to take Proceedings in any other court of competent jurisdiction nor shall
the taking of proceedings in one or more jurisdiction preclude the taking of
Proceedings in any other jurisdiction (whether concurrently or not).
6. The Issuer appoints Asea Brown Boveri Limited, incorporated in England, of
Orion House, 5 Upper St. Martin's Lane, London WC2H 9EA, as its agent in England
to receive service of process in any Proceedings in England. If for any reason
such process agent ceases to act as such or no longer has a an address in
England, the Issuer agrees to appoint a substitute process agent and to notify
the Relevant Account Holders of such appointment in accordance with Condition 14
(as if the relevant Global Instrument had been exchanged for Definitive
Instruments) and failing such appointment within 21 days, any Relevant Account
Holder shall be entitled to appoint such a person by notice to the Issuer.
Nothing contained herein shall affect the right to serve process in any other
manner permitted by law.
7. This Deed is governed by, and shall be construed in accordance with, English
law.
IN WITNESS WHEREOF this Deed has been executed as a deed by the Issuer and is
intended to be and is hereby delivered on the day and year first before written.
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EXECUTED as a deed under ) BY: /s/ JAN ROXENDAL
SEAL BY ABB FINANCE INC. ) (L.S.)
)
BY: /s/ STEPHAN CARLQUIST
(1) acting by JAN ROXENDAL )
In the presence of:
Witness signature: /s/ A. BAUMER
Witness name: ANTJE BAUMER
Witness address: FLURSTRASSE 13
CH-8302 KLOTEN
Witness occupation: SECRETARY
(2) acting by STEPHAN CARLQUSIT )
In the presence of
Witness signature: /s/ DANIEL SHINDLEMAN
Witness name: DANIEL SHINDLEMAN
Witness address: JUSTRAIN 49
CH-8706 MEILEN, SWITZERLAND
Witness occupation: COUNSEL