Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York 10041), a
New York corporation ("DTC"), to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
This Security is a Security in global form within the meaning of the
Indenture hereinafter referred to and is registered in the name of a depositary
or a nominee thereof. This Security may not be exchanged in whole or in part for
a Security registered, and no transfer of this Security in whole or in part may
be registered, in the name of any Person other than such depositary or a nominee
thereof, except in the limited circumstances described in the Indenture and the
Officers' Certificate pursuant to Sections 102 and 301 thereof with respect to
the series of which this Security is one.
REGISTERED REGISTERED
R-1 $200,000,000
UNITED TECHNOLOGIES CORPORATION
6.70% NOTE DUE AUGUST 1, 2028
CUSIP 913017 AT 6
UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (herein called
the "Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on August 1, 2028, and to pay interest thereon from August 4,
1998, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on February 1 and August 1 in each
year, commencing February 1, 1999, at the rate of 6.70% per annum, until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which
2
shall be the January 15 or July 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of the Indenture, all as more fully provided in said Indenture.
Each payment of interest hereon shall include interest accrued from and
including the preceding Interest Payment Date or the date of issuance, as the
case may be, to and excluding the relevant Interest Payment Date or Maturity, as
the case may be. This Security is a Security for purposes of the Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City and State of New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at
the option of the Company payment of interest may be made by wire transfer to an
account designated by the Person entitled thereto or by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register, in either case in same-day funds.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: August 4, 1998
UNITED TECHNOLOGIES CORPORATION
By_______________________________________
Attest:
_____________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By: ________________________________
Authorized Officer
4
[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of April 1, 1990, as it may be supplemented
from time to time (herein called the "Indenture"), between the Company and State
Street Bank and Trust Company (as successor to The Connecticut National Bank),
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture with respect to the series of which this Security is a
part), to which Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $400,000,000.
This Security may not be redeemed prior to August 1, 2028.
This Security is not repayable at the option of the Holder
hereof prior to August 1, 2028 and is not subject to the operation of any
sinking fund.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Company on this Security and (b) certain
restrictive covenants and the related defaults and Events of Default, in each
case upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Security.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of all
Securities at the time Outstanding to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all
Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture, and contains provisions permitting the Holders of
specified percentages in principal amount, in certain instances of the
Outstanding Securities of individual series and in other instances of all
Securities at the time Outstanding, to waive on behalf of all of the Holders of
Securities of such individual series or of the Holders of all Securities at the
time Outstanding, as the case may be, certain past defaults under the
5
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding,
judicial or otherwise, with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount, in certain instances of the Securities of this
series at the time Outstanding and in other instances of all Outstanding
Securities, shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request, and the Trustee shall not have
received from the Holders of not less than a majority in principal amount of
Securities of this series at the time Outstanding or of all Outstanding
Securities, as the case may be, a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof (and premium, if any) or interest hereon on or after
the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay or make provision as provided in Article
Fourteen of the Indenture for the payment of the amount of principal of (and
premium, if any) and interest on this Security herein provided, and at the
times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
6
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or type name and address, including postal zip code of assignee)
________________________________________________________________________________
the within permanent global Security and all rights thereunder, irrevocably
constituting and appointing
___________________________________________________________ attorney to transfer
said permanent global Security on the books of the Company, with full power of
substitution in the premises.
Dated: _____________________
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within permanent global security in every
particular, without alteration or enlargement or any change whatever, and must
be guaranteed by a commercial bank or trust company having its principal office
or correspondent in The City of New York or by a member of the New York Stock
Exchange.