EXHIBIT 4.4
HONEYWELL FINANCE B.V.
Medium-Term Notes, Series A
Officers' Certificate and Company Order
Pursuant to the Indenture dated as of July 15, 1996 (the "Subsidiary
Indenture"), between Honeywell Finance B.V., a private limited liability
corporation organized under the laws of The Netherlands (the "Company"),
Honeywell Canada Limited, a corporation organized under the laws of the Province
of Ontario, Canada, Honeywell Inc., as Guarantor ("Honeywell"), and The Chase
Manhattan Bank, as Trustee, and resolutions adopted by the Company's
Shareholders on May 13, 1996, this Officers' Certificate and Company Order is
being delivered to the Trustee to establish the terms of a series of Securities
in accordance with Section 301 of the Subsidiary Indenture, to establish the
forms of the Securities of such series in accordance with Section 201 of the
Subsidiary Indenture, and to establish the procedures for the authentication and
delivery of specific Securities from time to time pursuant to Section 303 of the
Subsidiary Indenture.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Subsidiary Indenture.
All conditions precedent provided for in the Subsidiary Indenture
relating to the establishment of (i) a series of Securities, (ii) the forms of
such series of Securities and (iii) the procedures for the authentication and
delivery of such series of Securities have been complied with.
A. ESTABLISHMENT OF SERIES PURSUANT TO SECTION 301 OF SUBSIDIARY
INDENTURE.
There is hereby established pursuant to Section 301 of the Subsidiary
Indenture a series of Securities which shall have the following terms:
(1) The Securities of such series shall bear the title "Medium-Term
Notes, Series A" (referred to herein as the "Notes").
(2) There shall be no limitation on the aggregate principal amount of
the Notes of such series, however, unless otherwise specified in an
Authentication Certificate (as defined in Section C below), the aggregate
initial offering price of the Notes of such series to be issued pursuant to this
Officers' Certificate, and together with the Medium-Term Notes, Series B, to be
issued pursuant to an Indenture dated as of August 1, 1994, between Honeywell
and The Chase Manhattan Bank, as Trustee, is limited to U.S. $500,000,000 or the
equivalent thereof in foreign currencies or composite currencies (except for
Notes authenticated
and delivered upon registration of, transfer of, or in exchange for, or in
lieu of, other Notes of such series pursuant to Section 304, 305, 306, 906 or
1107 of the Subsidiary Indenture and except for any Notes which, pursuant to
Section 303 of the Subsidiary Indenture, are deemed never to have been
authenticated and delivered thereunder) as such amount may be reduced by the
issuance of other series of the Notes or Medium-Term Notes, Series B.
(3) Interest will be payable to the person in whose name a Note (or
any predecessor Note) is registered at the close of business on the Regular
Record Date (as defined below) next preceding each Interest Payment Date (as
defined below); provided, however, that interest payable on the stated maturity
thereof or upon redemption or repayment (other than interest payable on a
Maturity Date or any applicable redemption date or repayment date that is also
an Interest Payment Date) will be payable to the person to whom principal shall
be payable. The first payment of any interest on any Note originally issued
after a Regular Record Date and on or before an Interest Payment Date will be
made on the Interest Payment Date following the next succeeding Regular Record
Date to the registered holder on such next succeeding Regular Record Date. Any
interest which is payable, but not punctually paid or duly provided for, on any
Interest Payment Date will be payable to the person and in the manner specified
in Section 307 of the Subsidiary Indenture.
(4) Unless previously redeemed or repaid, each Note will mature on
the date from 9 months or more from its date of issue, as specified in such Note
and in the applicable Authentication Certificate or, if such Note is a Floating
Rate Note (as defined below) and such specified date is not a Business Day (as
defined below) with respect to such Note, the next succeeding Business Day (or,
in the case of a LIBOR Note (as defined below), if such next succeeding Business
Day falls in the next calendar month, the next preceding Business Day). If the
maturity date specified in such Note and in the applicable Authentication
Certificate for any Fixed Rate Note is a day that is not a Business Day,
principal will be paid on the next succeeding Business Day with the same force
and effect as if made on such specified maturity date. "Business Day" means
(a) with respect to any Note, any day that is not a Saturday or Sunday and that
in The City of New York, is not a day on which banking institutions generally
are authorized or obligated by law or executive order to close (and with respect
to LIBOR Notes is a day on which dealings in deposits in the relevant Specified
Currency (as defined below) are transacted in the London interbank market) and
(b) with respect to Foreign Currency Notes (as defined below) only, any day
that, in the capital city of the country of the currency in which such Notes are
denominated, is not a day on which banking institutions generally are authorized
or obligated by law to close (which in the case of Foreign Currency Notes
denominated in European Currency Units ("ECUs") shall be Luxembourg, in which
case "Business Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris).
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(5) Each Note within such series that bears interest will bear
interest at either (a) a fixed rate (the "Fixed Rate Notes"), (b) an indexed
rate (the "Indexed Notes") or (c) a floating rate determined by reference to one
or more interest rate formulas, which may be adjusted by a Spread and/or Spread
Multiplier (each as defined below), and, if so specified in the applicable
Authentication Certificate with respect to one or more Interest Periods (as
defined below), one or more fixed rates (the "Floating Rate Notes"). Notes
within such series may also be issued as "Zero Coupon Notes" which do not
provide for any periodic payments of interest. Notes may be issued as
"Original Issue Discount Notes" at a discount from the principal amount
thereof due at the stated maturity as specified in the applicable
Authentication Certificate. Any Floating Rate Note may also have either or
both of the following as set forth in the applicable Authentication
Certificate: (i) a maximum interest rate limitation, or ceiling, on the rate
of interest which may accrue during any Interest Period; and (ii) a minimum
interest rate limitation, or floor, on the rate of interest which may accrue
during any Interest Period. The applicable Authentication Certificate may
designate any of the following interest rate formulas as applicable to one or
more Interest Periods on each Floating Rate Note: (a) the Commercial Paper
Rate, in which case such Note will be a "Commercial Paper Rate Note" with
respect to such Interest Period or Interest Periods; (b) the Federal Funds
Rate, in which case such Note will be a "Federal Funds Rate Note" with
respect to such Interest Period or Interest Periods; (c) LIBOR, in which case
such Note will be a "LIBOR Note" with respect to such Interest Period or
Interest Periods; (d) the Prime Rate, in which case such Note will be a
"Prime Rate Note" with respect to such Interest Period or Interest Periods;
(e) the CD Rate, in which case such Note will be a "CD Rate Note" with
respect to such Interest Period or Interest Periods; (f) the Treasury Rate,
in which case such Note will be a "Treasury Rate Note" with respect to such
Interest Period or Interest Periods; (g) the CMT Rate, in which case such
Note will be a "CMT Rate Note" with respect to such Interest Period or
Interest Periods; or (h) such other interest rate formula as is set forth in
the applicable Authentication Certificate.
The interest rate on each Floating Rate Note for each Interest Period
will be determined by reference to (i) the applicable interest rate formula
specified in the applicable Authentication Certificate for such Interest Period,
plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if
any, or (ii) the applicable fixed rate per annum specified in the applicable
Authentication Certificate for such Interest Period. The "Spread" is the number
of basis points specified in the applicable Authentication Certificate as being
applicable to such Floating Rate Note for such Interest Period, and the "Spread
Multiplier" is the percentage specified in the applicable Authentication
Certificate as being applicable to such Floating Rate Note for such Interest
Period.
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Each Note that bears interest will bear interest from and including
its date of issue or from and including the most recent Interest Payment Date
(as defined below) to which interest on such Note (or any predecessor Note) has
been paid or duly provided for (i) at the fixed rate per annum applicable to the
related Interest Period or Interest Periods, (ii) at the rate determined
pursuant to the applicable index or (iii) at the rate per annum determined
pursuant to the interest rate formula applicable to the related Interest Period
or Interest Periods, in each case as specified therein and in the applicable
Authentication Certificate, until the principal thereof is paid or made
available for payment. Interest will be payable on each Interest Payment
Date and at the stated maturity thereof or upon repayment or redemption. The
first payment of interest on any Note originally issued after a Regular
Record Date and on or before an Interest Payment Date will be made on the
Interest Payment Date following the next succeeding Regular Record Date to
the registered holder on such next succeeding Regular Record Date. Interest
rates and interest rate formulas are subject to change by the Company from
time to time but no such change will affect any Note theretofore issued or
which the Company has agreed to issue. Unless otherwise specified in the
applicable Authentication Certificate, the "Interest Payment Dates" and the
"Regular Record Dates" for Fixed Rate Notes shall be as described below under
"Fixed Rate Notes" and the "Interest Payment Dates" and the "Regular Record
Dates" for Floating Rate Notes shall be as described below under "Floating
Rate Notes".
The interest rate on a Note for any Interest Period will in no event
be higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
The applicable Authentication Certificate will specify: (i) the issue
price, Interest Payment Dates and Regular Record Dates; (ii) with respect to any
Fixed Rate Note, the interest rate; (iii) with respect to any Indexed Note, the
index; (iv) with respect to any Floating Rate Note, the Initial Interest Rate
(as defined below), the method (which may vary from Interest Period to Interest
Period) of calculating the interest rate applicable to each Interest Period
(including, if applicable, the fixed rate per annum applicable to one or more
Interest Periods, the period to maturity of any instrument on which the interest
rate formula for any Interest Period is based (the "Index Maturity"), the Spread
and/or Spread Multiplier, the Interest Determination Dates (as defined below),
the Interest Reset Dates (as defined below) and any minimum or maximum interest
rate limitations); (v) whether such Note is an Original Issue Discount Note; and
(vi) any other terms consistent with the Subsidiary Indenture.
FIXED RATE NOTES
Each Fixed Rate Note, whether or not issued as an Original Issue
Discount Note, will bear interest at the annual rate specified therein and in
the
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applicable Authentication Certificate. Unless otherwise specified in the
applicable Authentication Certificate, the Interest Payment Dates for the
Fixed Rate Notes will be on June 15 and December 15 of each year and the
Regular Record Dates for the Fixed Rate Notes will be on the first day
(whether or not a Business Day) of the month in which such Interest Payment
Date occurs. Unless otherwise specified in the applicable Authentication
Certificate, interest payments for Fixed Rate Notes shall be the amount of
interest accrued from, and including, the next preceding Interest Payment
Date to which interest has been paid or duly provided for (or from, and
including, the date of issue if no interest has been paid or duly provided
for with respect to such Fixed Rate Note) to, but excluding, the relevant
Interest Payment Date. Interest on Fixed Rate Notes will be computed and
paid on the basis of a 360-day year of twelve 30-day months. In the event
that any Interest Payment Date or any applicable Redemption Date or Repayment
Date (as defined below) on a Fixed Rate Note is not a Business Day, interest,
and in the case of any redemption or repayment, principal, will be paid on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date.
FLOATING RATE NOTES
The Interest Payment Dates for the Floating Rate Notes shall be as
specified in such Notes and in the applicable Authentication Certificate, and,
unless otherwise specified in the applicable Authentication Certificate, the
Regular Record Dates for the Floating Rate Notes will be the day (whether or not
a Business Day) fifteen calendar days preceding each Interest Payment Date.
Unless otherwise specified in the applicable Authentication Certificate and
except as provided below, interest on Floating Rate Notes will be payable on the
following Interest Payment Dates: in the case of Floating Rate Notes with a
daily, weekly or monthly Interest Reset Date, on the third Wednesday of each
month or on the third Wednesday of March, June, September and December of each
year; in the case of Floating Rate Notes with a quarterly Interest Reset Date,
on the third Wednesday of March, June, September and December of each year; in
the case of Floating Rate Notes with a semi-annual Interest Reset Date, on the
third Wednesday of the two months of each year specified in the applicable
Authentication Certificate; and in the case of Floating Rate Notes with an
annual Interest Reset Date, on the third Wednesday of the month of each year
specified in the applicable Authentication Certificate, and in each case at
maturity or upon repayment or redemption. If any Interest Payment Date or any
applicable Redemption Date or Repayment Date for any Floating Rate Note would
otherwise be a day that is not a Business Day, the Interest Payment Date,
Redemption Date or Repayment Date for such Floating Rate Note shall be postponed
to the next day that is a Business Day, except that in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.
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The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semiannually or annually (the date on which each
such reset occurs, an "Interest Reset Date"), as specified in the applicable
Authentication Certificate. Unless otherwise specified in the applicable
Authentication Certificate, the Interest Reset Date will be as follows: in the
case of Floating Rate Notes which are reset daily, each Business Day; in the
case of Floating Rate Notes (other than Treasury Rate Notes) which are reset
weekly, the Wednesday of each week; in the case of Treasury Rate Notes which are
reset weekly, the Tuesday of each week (except if the auction date falls on a
Tuesday, then the next Business Day, as provided below); in the case of Floating
Rate Notes which are reset monthly, the third Wednesday of each month; in the
case of Floating Rate Notes which are reset quarterly, the third Wednesday of
March, June, September and December of each year; in the case of Floating
Rate Notes which are reset semiannually, the third Wednesday of the two
months of each year specified in the applicable Authentication Certificate;
and in the case of Floating Rate Notes which are reset annually, the third
Wednesday of the month of each year specified in the applicable
Authentication Certificate.
Unless otherwise specified in the applicable Authentication
Certificate, the interest rate determined with respect to any Interest
Determination Date will become effective on and as of the next succeeding
Interest Reset Date; provided, however, that (i) the interest rate in effect
from the date of issue to the first Interest Reset Date with respect to a
Floating Rate Note (the "Initial Interest Rate") will be as specified in the
applicable Authentication Certificate and (ii) the interest rate in effect for
the 10 days immediately prior to maturity will be that in effect on the tenth
day preceding such maturity. If any Interest Reset Date for any Floating Rate
Note would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next day that is a Business Day, except that in
the case of a LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Business Day.
As used herein, "Interest Determination Date" means the date as of
which the interest rate for a Floating Rate Note is to be calculated, to be
effective as of the following Interest Reset Date and calculated on the related
Calculation Date (as defined below). Unless otherwise specified in the
applicable Authentication Certificate, the Interest Determination Date
pertaining to any Interest Reset Date for a Commercial Paper Rate Note, a
Federal Funds Rate Note, a LIBOR Note, a Prime Rate Note, a CD Rate Note or a
CMT Rate Note (the "Commercial Paper Interest Determination Date", the "Federal
Funds Interest Determination Date", the "LIBOR Interest Determination Date", the
"Prime Interest Determination Date", the "CD Interest Determination Date" and
the "CMT Interest Determination Date", respectively) will be the second Business
Day prior to such Interest Reset Date. Unless otherwise specified in the
applicable Authentication Certificate, the Interest Determination Date
pertaining to an Interest Reset Date for a Treasury Rate Note
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(the "Treasury Interest Determination Date") will be the day of the week on
which Treasury bills would normally be auctioned in the week in which such
Interest Reset Date falls. If, as the result of a legal holiday, an auction
is so held on the preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring in the
next succeeding week. If an auction date shall fall on any Interest Reset
Date for a Treasury Rate Note, then such Interest Reset Date shall instead be
the first Business Day immediately following such auction date.
Unless otherwise specified in the applicable Authentication
Certificate, interest payments on an Interest Payment Date for a Floating Rate
Note will include interest accrued from, and including, the next preceding
Interest Payment Date to which interest has been paid or duly provided for (or
from, and including, the date of issue if no interest has been paid or duly
provided for with respect to such Floating Rate Note) to, but excluding, such
Interest Payment Date (each such interest accrual period, an "Interest
Period"). Accrued interest from the date of issue or from the last date to
which interest has been paid or duly provided for to the date for which
interest is being calculated shall be calculated by multiplying the face
amount of a Floating Rate Note by the applicable accrued interest factor (the
"Accrued Interest Factor"). The Accrued Interest Factor shall be computed by
adding together the interest factors calculated for each day from the date of
issue, or from the last date to which interest has been paid or duly provided
for, to, but excluding, the date for which accrued interest is being
calculated. The interest factor for each such day shall be computed by
dividing the per annum interest rate applicable to such day by 360 in the
case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes,
Prime Rate Notes and CD Rate Notes, or by the actual number of days in the
year in the case of Treasury Rate Notes and CMT Rate Notes. The interest
rate in effect on each day will be (i) if such day is an Interest Reset Date,
the interest rate with respect to the Interest Determination Date pertaining
to such Interest Reset Date or (ii) if such day is not an Interest Reset
Date, the interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Reset Date, subject in either case
to any maximum or minimum interest rate limitation referred to above or in
the applicable Authentication Certificate.
Unless otherwise specified in the applicable Authentication
Certificate The Chase Manhattan Bank will be the "Calculation Agent". On or
before each Calculation Date, the Calculation Agent will determine the
interest rate as described below and notify the Paying Agent. The Paying
Agent will determine the Accrued Interest Factor applicable to any such
Floating Rate Note. The Paying Agent will, upon the request of the holder of
any Floating Rate Note, provide the interest rate then in effect and the
interest rate which will become effective as a result of a determination made
with respect to the most recent Interest Determination Date with respect to
such Floating Rate Note. The determinations of interest rates made by the
Calculation Agent shall be conclusive and binding, and neither the Trustee
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nor the Paying Agent shall have the duty to verify determinations of interest
rates made by the Calculation Agent. The determinations of Accrued Interest
Factors made by the Paying Agent shall be conclusive and binding. Unless
otherwise specified in the applicable Authentication Certificate, the
"Calculation Date", if applicable, pertaining to any Interest Determination
Date on a Floating Rate Note will be the earlier of (i) the tenth calendar
day after such Interest Determination Date, or, if any such day is not a
Business Day, the next succeeding Business Day, and (ii) the Business Day
preceding the applicable Interest Payment Date or the stated maturity date or
repayment or redemption date, as the case may be.
Unless otherwise specified in the applicable Authentication
Certificate, all percentages resulting from any calculation referred to in this
Prospectus Supplement will be rounded, if necessary, to the nearest one hundred-
thousandth of one percentage point, with five one-millionths of one percentage
point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655%
(or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or
.0987654); all calculations of the interest factor for any day on Floating Rate
Notes will be rounded, if necessary, to the nearest one hundred-millionth,
with five one-billionths rounded upward (e.g., .098765455 being rounded to
.09876546 and .098765454 being rounded to .09876545); and all currency or
composite currency amounts used in or resulting from such calculations on the
Notes will be rounded to the nearest one-hundredth of a unit (with .005 of a
unit being rounded upward).
COMMERCIAL PAPER RATE NOTES. Commercial Paper Rate Notes will bear
interest at the interest rates (calculated with reference to the Commercial
Paper Rate and the Spread and/or Spread Multiplier, if any) specified in the
Commercial Paper Rate Note and in the applicable Authentication Certificate.
Unless otherwise specified in the applicable Authentication
Certificate, "Commercial Paper Rate" means, with respect to any Commercial Paper
Interest Determination Date, the Money Market Yield (calculated as described
below) of the rate on that date for commercial paper having the Index Maturity
specified in the applicable Authentication Certificate as such rate is published
by the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)")
under the heading "Commercial Paper". If by 3:00 p.m., New York City time, on
the Calculation Date pertaining to such Commercial Paper Interest Determination
Date such rate is not so published, then the Commercial Paper Rate shall be the
Money Market Yield of the rate on that Commercial Paper Interest Determination
Date for commercial paper having the Index Maturity designated in the applicable
Authentication Certificate as published by the Federal Reserve Bank of New York
in its daily statistical release, "Composite 3:30 p.m. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading "Commercial
Paper". If by 3:00 p.m., New York City time, on such Calculation Date such rate
is not yet published in either H.15(519) or
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Composite Quotations, the Commercial Paper Rate for that Commercial Paper
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates
of three leading dealers of commercial paper in The City of New York selected
by the Calculation Agent as of 11:00 a.m., New York City time, on that
Commercial Paper Interest Determination Date, for commercial paper having the
Index Maturity specified in the applicable Authentication Certificate placed
for an industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized securities rating agency; provided, however, that if
fewer than three dealers selected as aforesaid by the Calculation Agent are
quoting as specified in this sentence, the Commercial Paper Rate with respect
to such Commercial Paper Interest Determination Date will remain the
Commercial Paper Rate in effect on such Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with
the following formula:
Money Market Yield = D x 360 x 100
-----------------
360-(D x M)
where "D" refers to the per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
FEDERAL FUNDS RATE NOTES. Federal Funds Rate Notes will bear interest
at the interest rates (calculated with reference to the Federal Funds Rate and
the Spread and/or Spread Multiplier, if any) specified in the Federal Funds Rate
Notes and in the applicable Authentication Certificate.
Unless otherwise specified in the applicable Authentication
Certificate, "Federal Funds Rate" means, with respect to any Federal Funds
Interest Determination Date, the rate on that day for Federal Funds as published
in H.15(519) under the heading "Federal Funds Effective" or, if not so published
in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Federal Funds Interest Determination Date, the Federal Funds
Rate will be the rate on such Federal Funds Interest Determination Date as
published in Composite Quotations under the heading "Federal Funds/Effective
Rate". If such rate is not so published in either H.15(519) or Composite
Quotations by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Federal Funds Interest Determination Date, the Federal Funds Rate for
such Federal Funds Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight Federal Funds arranged by three leading dealers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent as of 11:00 a.m., New York City time, on such Federal Funds Interest
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Determination Date; provided, however, that if fewer than three dealers selected
as aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Federal Funds Rate will remain the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date.
LIBOR NOTES. LIBOR Notes will bear interest at the interest rates
(calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if
any) specified in the LIBOR Notes and in the applicable Authentication
Certificate.
Unless otherwise specified in the applicable Authentication
Certificate, LIBOR will be determined by the Calculation Agent in accordance
with the following provisions:
(i) With respect to a LIBOR Interest Determination Date, LIBOR will
be determined on the basis of the offered rates for deposits in the Index
Currency (as defined below) having the Index Maturity designated in the
applicable Authentication Certificate, commencing on the second Business
Day immediately following that LIBOR Interest Determination Date, that
appears as of 11:00 a.m. London time on such LIBOR Interest Determination
Date on the display screen designated "Page 3750" by Telerate Data
Service, or such other page as may replace such page on that service
or such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank
offered rates for deposits in the relevant Index Currency. If no rate
appears on Telerate Page 3750, then LIBOR in respect of that LIBOR
Interest Determination Date will be the arithmetic mean of the offered
rates (unless the display referred to below by its terms provides only
for a single rate, in which case such single rate shall be used) for
deposits in the London interbank market in the Index Currency having
the Index Maturity designated in the applicable Authentication
Certificate and commencing on the second Business Day immediately
following such LIBOR Interest Determination Date that appear on the
display on the Reuters Monitor Money Rates Service for the purpose of
displaying the London interbank offered rates of major banks for the
applicable Index Currency as of 11:00 a.m., London time, on such LIBOR
Interest Determination Date, if at least two such offered rates appear
(unless, as aforesaid, only a single rate is required). If fewer than two
such rates appear (or, if such display by its terms provides for only a
single rate, in which case if no such rate appears), then LIBOR in respect
of such LIBOR Interest Determination Date will be determined as if the
parties had specified the rate described in clause (ii) below.
(ii) If LIBOR with respect to a LIBOR Interest Determination Date is
to be determined pursuant to this clause (ii), the Calculation Agent will
request the principal London offices of each of four major reference banks
in the
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London interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for deposits in
the Index Currency for the period of the Index Maturity designated in the
applicable Authentication Certificate, commencing on the second London
Business Day immediately following such LIBOR Interest Determination Date,
to prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on such LIBOR Interest Determination Date and in a principal
amount that is representative for a single transaction in such Index
Currency in such market at such time. If at least two such quotations are
provided, LIBOR determined on such LIBOR Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two quotations
are provided, LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately
11:00 a.m., (or such other time specified in the applicable Authentication
Certificate), in the applicable Principal Financial Center (as defined
below), on such LIBOR Interest Determination Date by three major banks in
such Principal Financial Center selected by the Calculation Agent for loans
in the Index Currency to leading European banks, having the Index Maturity
designated in the applicable Authentication Certificate and in a principal
amount that is representative for a single transaction in such Index
Currency in such market at such time; provided, however, that if the banks
so selected by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR determined on such LIBOR Interest Determination Date will
be LIBOR in effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable Authentication Certificate as the currency for which
LIBOR shall be calculated. If no such currency is specified in the applicable
Authentication Certificate, the Index Currency shall be United States dollars.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to United
States dollars, Deutsche marks, Italian lira, Swiss francs, Dutch guilders and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Milan, Zurich, Amsterdam and Luxembourg, respectively.
PRIME RATE NOTES. Prime Rate Notes will bear interest at the interest
rates (calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any) specified in the Prime Rate Notes and in the applicable
Authentication Certificate.
Unless otherwise indicated in the applicable Pricing Supplement,
"Prime Rate" means, with respect to any Prime Rate Interest Determination
Date, the rate set forth for the relevant Prime Rate Interest Determination
Date in H.15(519) under the heading
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"Bank Prime Loan." In the event that such rate is not published prior to
9:00 a.m., New York City time, on the relevant Calculation Date, then the Prime
Rate with respect to such Interest Reset Date will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the USPRIME1 page on that service for the purpose
of displaying prime rates or base lending rates of major United States banks)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending rate
as in effect for such Prime Rate Interest Determination Date. If fewer than four
such rates appear on the Reuters Screen USPRIME1 Page on such Prime Rate
Interest Determination Date, the Prime Rate with respect to such Interest Reset
Date will be the arithmetic mean of the prime rates or base lending rates
(quoted on the basis of the actual number of days in the year divided by a 360-
day year) as of the close of business on such Prime Rate Interest Determination
Date by three major banks in The City of New York selected by the Calculation
Agent; PROVIDED, HOWEVER, that if fewer than three banks selected as aforesaid
by the Calculation Agent are quoting as mentioned in this sentence, the Prime
Rate with respect to such Interest Reset Date will be the Prime Rate in effect
on such Prime Rate Interest Determination Date.
CD RATE NOTES. CD Rate Notes will bear interest at the interest rates
(calculated with reference to the CD Rate and the Spread and/or Spread
Multiplier, if any) specified in the CD Rate Notes and in the applicable
Authentication Certificate.
Unless otherwise specified in the applicable Authentication
Certificate, "CD Rate" means, with respect to any CD Interest Determination
Date, the rate on such date for negotiable certificates of deposit having the
Index Maturity specified in the applicable Authentication Certificate as such
rate is published in H.15(519) under the heading "CDs (Secondary Market)". If
by 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD
Interest Determination Date such rate is not so published, then the CD Rate
shall be the rate on such CD Interest Determination Date for negotiable
certificates of deposit of the Index Maturity designated in the applicable
Authentication Certificate as published in Composite Quotations under the
heading "Certificates of Deposit". If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not so published in either H.15(519) or Composite
Quotations, the CD Rate for that CD Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates as of 3:00 p.m., New York City time, on such CD
Interest Determination Date, of three leading nonbank dealers in negotiable
United States dollar certificates of deposit in The City of New York selected by
the Calculation Agent for negotiable certificates of deposit of major United
States money market banks which are then rated A-1+ by Standard & Poor's
Corporation and P-1 by Moody's Investors Service with a remaining maturity
closest to the Index Maturity specified in the applicable Authentication
Certificate in denominations of U.S. $5,000,000; provided, however,
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that if fewer than three dealers selected as aforesaid by the Calculation
Agent are quoting as specified in this sentence, the CD Rate will remain the
CD Rate in effect on such CD Interest Determination Date.
TREASURY RATE NOTES. Treasury Rate Notes will bear interest at the
interest rates (calculated with reference to the Treasury Rate and the Spread
and/or Spread Multiplier, if any) specified in the Treasury Rate Notes and in
the applicable Authentication Certificate.
Unless otherwise specified in the applicable Authentication
Certificate, "Treasury Rate" means, with respect to any Treasury Interest
Determination Date, the rate for the most recent auction of direct obligations
of the United States ("Treasury bills") having the Index Maturity specified in
the applicable Authentication Certificate as such rate is published in H.15(519)
under the heading "U.S. Government Securities--Treasury Bills--auction average
(investment)" or, if not so published in H.15 (519) by 3:00 p.m., New York City
time, on the Calculation Date pertaining to such Treasury Interest Determination
Date, the auction average rate (expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the Index
Maturity designated in the applicable Authentication Certificate are not
otherwise reported as provided above by 3:00 p.m., New York City time, on such
Calculation Date or no such auction is held in a particular week, then the
Treasury Rate shall be the rate published in H.15(519) under the heading "U.S.
Government Securities--Treasury Bills--Secondary Market" (expressed as a bond
equivalent yield on the basis of a 365 or 366 day year, as applicable, on a
daily basis), or if not published by 3:00 p.m., New York City time on the
related Calculation Date, the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the
secondary market bid rates, as of 3:30 p.m., New York City time, on such
Treasury Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue
of Treasury bills with a remaining maturity closest to the Index Maturity
designated in the applicable Authentication Certificate; provided, however,
that if fewer than three dealers selected as aforesaid by the Calculation
Agent are quoting as specified in this sentence, the Treasury Rate with
respect to such Treasury Interest Determination Date will remain the Treasury
Rate in effect on such Treasury Interest Determination Date.
CMT RATE NOTES. CMT Rate Notes will bear interest at the interest
rates (calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any) specified in the CMT Rate Note and in the applicable
Authentication Certificate.
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Unless otherwise specified in the applicable Authentication
Certificate, "CMT Rate" means, with respect to any CMT Interest Determination
Date, the rate displayed on the Designated CMT Telerate Page (as defined below)
under the caption ". . . Treasury Constant Maturities . . . Federal Reserve
Board Release H.15 . . . Mondays Approximately 3:45 p.m.", under the column for
the Designated CMT Maturity Index (as defined below) for (i) if the Designated
CMT Telerate Page is 7055, the rate on such CMT Interest Determination Date and
(ii) if the Designated CMT Telerate Page is 7052, the week or the month, as
applicable, ended immediately preceding the week in which the related CMT
Interest Determination Date occurs. If such rate is no longer displayed on the
relevant page, or if not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Interest Determination
Date will be such Treasury Constant Maturity rate for the Designated CMT
Maturity Index as published in the relevant H.15(519). If such rate is no
longer published, or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Interest Determination
Date will be such Treasury Constant Maturity rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the Designated CMT
Maturity Index) for the CMT Interest Determination Date with respect to such
Interest Reset Date as may then be published by either the Board of Governors of
the Federal Reserve System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 p.m., New York City time, on the
related Calculation Date, then the CMT Rate for the CMT Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to
maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 p.m., New York City time on the CMT
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury notes") with an original maturity
of approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury notes quotations,
the CMT Rate for such CMT Interest Determination Date will be calculated by
the Calculation Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30 p.m.,
New York City time, on the CMT Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event
of equality, one of the highest)
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and the lowest quotation (or, in the event of equality, one of the lowest)),
for Treasury notes with an original maturity of the number of years that is
the next highest to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an amount of at
least U.S. $100,000,000. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on
the arithmetic mean of the offer prices obtained and neither the highest nor
the lowest of such quotes will be eliminated; provided however, that if fewer
than three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such CMT
Interest Determination Date. If two Treasury notes with an original maturity
as described in the third preceding sentence, have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the quotes for
the CMT Rate Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated in the applicable Authentication Certificate (or
any other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified in the applicable Authentication Certificate, the
Designated CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Authentication Certificate with respect to which the
CMT Rate will be calculated. If no such maturity is specified in the applicable
Authentication Certificate, the Designated CMT Maturity Index shall be 2 years.
ZERO COUPON NOTES
The specific terms of any Zero Coupon Notes will be set forth in the
applicable Authentication Certificate.
(6) Unless otherwise specified in the applicable Authentication
Certificate, principal of (and premium, if any), interest (if any) and
Additional Amounts on the Notes will be payable, and, except as provided in
Section 305 of the Subsidiary Indenture with respect to any Global Security (as
defined below) representing Book-Entry Notes (as defined below), the transfer of
the Notes will be registrable and Notes will be exchangeable for Notes bearing
identical terms and provisions at the corporate trust office of, unless
otherwise specified with respect to a series of Notes, The Chase Manhattan Bank
(the "Paying Agent"), in the Borough of Brooklyn, The City of New York, provided
that payments of interest with respect to any Certificated Note (as defined
below), other than interest at maturity or upon
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redemption, may be made at the option of the Company by check mailed to the
address of the person entitled thereto as it appears on the registry books of
the Company at the close of business on the Regular Record Date corresponding
to the relevant Interest Payment Date. Unless otherwise specified in the
applicable Authentication Certificate, holders of U.S. $10,000,000 or more in
aggregate principal amount of Certificated Notes shall be entitled to receive
payments of interest, other than interest at maturity or upon redemption, by
wire transfer of immediately available funds, if appropriate wire transfer
instructions have been given to the Paying Agent in writing not later than
the Regular Record Date prior to the applicable Interest Payment Date.
(7) Unless an initial date on which a Note may be redeemed by the
Company or the Guarantor (a "Redemption Commencement Date") is set forth in the
applicable Authentication Certificate, the Notes shall not be redeemable prior
to their stated maturity. If a Redemption Commencement Date is so specified
with respect to any Note, the applicable Authentication Certificate shall also
specify one or more redemption prices ("Redemption Prices") (unless otherwise
specified in such Authentication Certificate, expressed as a percentage of the
principal amount of such Note or, in the case of Zero Coupon Notes or certain
interest bearing Notes issued as Original Issue Discount Notes (as specified in
the applicable Authentication Certificate), as a percentage of the Amortized
Face Amount (as defined below) of such Note as described in Paragraph (13)
below), together with accrued interest, if any, to the date of redemption (or,
in the case of any interest bearing Note issued as an Original Issue Discount
Note, any accrued but unpaid "qualified stated interest" payments (as specified
in Paragraph (13) below)) and the redemption period or periods ("Redemption
Periods") during which such Redemption Prices shall apply. Unless otherwise
specified in the applicable Authentication Certificate, the Company or the
Guarantor may redeem any of the Notes which are redeemable and remain
outstanding either in whole or from time to time in part upon the terms and
conditions set forth in Article XI of the Subsidiary Indenture.
(8) The Notes will not be subject to any sinking fund and, unless a
date or dates on which a Note may be repayable at the option of the Holder
thereof (each a "Repayment Date") is specified in the applicable Authentication
Certificate, will not be repayable at the option of a holder prior to their
stated maturity. If a Repayment Date is so specified with respect to any Note,
the applicable Authentication Certificate will also specify one or more
repayment prices ("Repayment Prices") (unless otherwise specified in such
Authentication Certificate, expressed as a percentage of the principal amount of
such Note or, in the case of Zero Coupon Notes or certain interest bearing Notes
issued as Original Issue Discount Notes (as specified in the applicable
Authentication Certificate), as a percentage of the Amortized Face Amount of
such Note as described in Paragraph (13) below), together with accrued interest,
if any, to the date of repayment (or, in the
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case of any interest bearing Note issued as an Original Issue Discount Note,
any accrued but unpaid "qualified stated interest" payments (as specified in
Paragraph (13) below)), the repayment period or periods ("Repayment Periods")
during which such Repayment Prices shall apply and any other terms of such
repayment.
(9) Unless otherwise specified in the applicable Authentication
Certificate, Notes of such series, other than Foreign Currency Notes, may be
issued only in fully registered form and the authorized denomination of the
Notes of such series shall be U.S. $100,000 and any integral multiple of U.S.
$1,000 in excess thereof. Foreign Currency Notes will be issued in the
denominations specified in the applicable Authentication Certificate.
(10) The Notes may be denominated, and payments of principal of,
premium, if any, interest and Additional Amounts on the Notes will be made, in
United States dollars or in such foreign currencies or composite currencies (a
"Specified Currency") as may be specified in the applicable Authentication
Certificate (each such Note denominated in a Specified Currency other than
United States Dollars, a "Foreign Currency Notes").
(11) The Notes may be issued with the principal amount thereof payable
at maturity or upon redemption or repayment or the interest payable on any
Interest Payment Date, or both, to be determined with reference to an index or
indices (E.G., currencies, composite currencies, commodities, financial or
nonfinancial indices) or other factors set forth in the applicable
Authentication Certificate. Holders of such Notes may receive a principal amount
at maturity or upon redemption or repayment that is greater than or less than
the face amount of the Note depending upon such index or other factor.
Information as to the method for determining the principal amount payable at
maturity or upon redemption or repayment or the amount of interest payable on
any Interest Payment Date, as the case may be, and the applicable index or other
factor will be set forth in the applicable Authentication Certificate.
(12) Unless otherwise specified in the applicable Authentication
Certificate, the Notes shall be subject to the events of default specified in
Section 501, paragraphs (1) through (7), of the Subsidiary Indenture.
(13) The portion of the principal amount of the Notes, other than
Original Issue Discount Notes, (including any Zero Coupon Notes) which shall be
payable upon declaration of acceleration of maturity thereof shall not be other
than the principal amount thereof. Unless otherwise specified in the applicable
Authentication Certificate, the portion of the principal amount of Zero Coupon
Notes and certain interest bearing Notes issued as Original Issue Discount Notes
(as specified in the applicable Authentication Certificate) upon any
acceleration of the maturity thereof will be the Amortized Face Amount (as
defined below) thereof,
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and the amount payable to the holder of such Original Issue Discount Note
upon any redemption or repayment thereof will be the applicable percentage of
the Amortized Face Amount thereof specified in the applicable Authentication
Certificate, in each case as determined by the Company plus, in the case of
any interest bearing Note issued as an Original Issue Discount Note, any
accrued but unpaid "qualified stated interest" payments (as defined in the
Treasury Regulations regarding original issue discount issued by the Treasury
Department in January 1994 (the "Regulations")). The "Amortized Face Amount"
of an Original Issue Discount Note is equal to the sum of (i) the Issue Price
(as defined below) of such Original Issue Discount Note and (ii) that portion
of the difference between the Issue Price and the principal amount of such
Original Issue Discount Note that has been amortized at the Stated Yield (as
defined below) of such Original Issue Discount Note (computed in accordance
with Section 1272(a)(4) of the Internal Revenue Code of 1986, as amended, and
Section 1.1275-1(b) of the Regulations, in each case as in effect on the
issue date of such Original Issue Discount Note) at the date as of which the
Amortized Face Amount is calculated, but in no event can the Amortized Face
Amount exceed the principal amount of such Note due at the stated maturity
thereof. As used in the preceding sentence, the term "Issue Price" means the
principal amount of such Original Issue Discount Note due at the stated
maturity thereof less the "Original Issue Discount" of such Original Issue
Discount Note specified on the face thereof and in the applicable
Authentication Certificate. The term "Stated Yield" of such Original Issue
Discount Note means the "Yield to Maturity" specified on the face of such
Original Issue Discount Note and in the applicable Authentication Certificate
for the period from the Original Issue Date of such Original Issue Discount
Note, as specified on the face of such Original Issue Discount Note and in
the applicable Authentication Certificate, to the stated maturity thereof
based on its Issue Price and principal amount payable at the stated maturity
thereof.
(14) Each Note will be represented by either a global security (a
"Global Security") registered in the name of a nominee of the Depository (each
such Note represented by a Global Security being herein referred to as a "Book-
Entry Note") or a certificate issued in definitive registered form, without
coupons (a "Certificated Note"), as set forth in the applicable Authentication
Certificate. Unless otherwise specified in the applicable Authentication
Certificate, The Depository Trust Company will act as Depositary. Except as
provided in Section 305 of the Subsidiary Indenture, Book-Entry Notes will
not be issuable in certificated form and will not be exchangeable or
transferable. So long as the Depositary or its nominee is the registered
holder of any Global Security, the Depositary or its nominee, as the case may
be, will be considered the sole Holder of the Book-Entry Note or Notes
represented by such Global Security for all purposes under the Subsidiary
Indenture and the Notes.
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(15) Subject to the terms of the Subsidiary Indenture and the
resolutions and authorizations referred to in the first paragraph hereof, the
Notes shall have such other terms (which may be in addition to or different from
the terms set forth herein) as are specified in the applicable Authentication
Certificate.
B. ESTABLISHMENT OF NOTE FORMS AND GUARANTEE PURSUANT TO SECTION 201
OF SUBSIDIARY INDENTURE.
It is hereby established pursuant to Section 201 of the Subsidiary
Indenture that the Global Securities representing Book-Entry Notes shall be
substantially in the forms attached as Exhibits A, B, C and D hereto, unless a
different form is provided in the applicable Authentication Certificate (which
Authentication Certificate shall be an "Officers' Certificate" satisfying the
requirements of Section 201 of the Subsidiary Indenture). The Notes shall have
such additional terms as shall be set forth in the applicable Authentication
Certificate and delivered to the Trustee or its authenticating agent. Upon
receipt (including by facsimile) of such an Authentication Certificate, the
Trustee or its authenticating agent is hereby instructed to insert such terms on
the face of the Notes relating thereto.
It is further established pursuant to Section 201 of the Subsidiary
Indenture that the Guarantee to be endorsed on the Global Securities
representing Book-Entry Notes shall be substantially in the forms included in
such Book-Entry Notes attached as Exhibits A, B, C and D hereto, unless a
different form is provided in the applicable Authentication Certificate. The
Guarantee shall have such additional terms as shall be set forth in the
applicable Authentication Certificate and delivered to the Trustee or its
authenticating agent. Upon receipt (including by facsimile) of such an
Authentication Certificate, the Trustee or its authenticating agent is hereby
instructed to insert such terms in the Guarantee relating thereto.
C. ESTABLISHMENT OR PROCEDURES FOR AUTHENTICATION OF NOTES PURSUANT
TO SECTION 303 OF SUBSIDIARY INDENTURE.
It is hereby ordered pursuant to Section 303 of the Subsidiary
Indenture that Notes, having endorsed thereon the Guarantee of the Guarantor,
may be authenticated by the Trustee and issued in accordance with the
Administrative Procedures attached hereto as Exhibit E and upon receipt by the
Trustee (including by facsimile) of an Authentication Certificate Supplemental
to this Officers' Certificate and Company Order, in substantially the form
attached as Exhibit F hereto (an "Authentication Certificate"), setting forth
the information specified or contemplated therein for the particular Notes to be
authenticated and issued. At
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least one officer signing each Authentication Certificate shall be an
Authorized Officer as defined in the resolutions referred to in the first
paragraph hereof.
D. OTHER MATTERS.
The applicable Authentication Certificate shall specify any agent of
the Company designated for the purpose of delivering, for cancellation by the
Trustee pursuant to Section 309 of the Subsidiary Indenture, Notes which have
not been issued and sold by the Company.
The undersigned have read the pertinent sections of the Subsidiary
Indenture including the related definitions contained therein. The undersigned
have examined the resolutions adopted by the Shareholders of the Company. In
the opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of
(i) a series of Securities, (ii) the forms of such Securities and (iii) the
procedures for authentication of such series of Securities, contained in the
Subsidiary Indenture have been complied with. In the opinion of the
undersigned, such conditions have been complied with.
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Dated: July 18, 1996
HONEYWELL FINANCE B.V.
By: /s/ Paul N. Saleh
----------------------------------
Paul N. Saleh
Managing Director
And: /s/ Sigurd Ueland, Jr.
---------------------------------
Sigurd Ueland, Jr.
Managing Director
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