HONEYWELL CANADA LIMITED/HONEYWELL CANADA LIMITEE
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 Canada Limited, a corporation organized under the
laws of the Province of Ontario, Canada (the "Company"), Honeywell Finance B.V.,
a private limited liability corporation organized under the laws of The
Netherlands, Honeywell Inc., as Guarantor ("Honeywell"), and The Chase Manhattan
Bank, as Trustee, and resolutions adopted by the Company's Board of Directors on
May 16, 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).
(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
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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.
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
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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 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
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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.
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
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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 (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
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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 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
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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 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:
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Money Market Yield = D X 360 x 100
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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
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
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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 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
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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 "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,
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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 $5,000,000; provided, however, 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.
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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.
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
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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) 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.
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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 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
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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 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.
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(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, 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
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"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.
(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.
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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 a 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 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 Board of Directors 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 CANADA LIMITED
By: /s/ Paul N. Saleh
-------------------------------------
Paul N. Saleh
President and Chief Executive Officer
And: /s/ Sigurd Ueland, Jr.
------------------------------------
Sigurd Ueland, Jr.
Secretary
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