CUSIP NO. PRINCIPAL AMOUNT
Registered
No. FX-
UNITED TECHNOLOGIES CORPORATION
MEDIUM-TERM NOTE, SERIES B
(FIXED RATE)
Due from Nine Months to Thirty Years from Date of Issue
If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, this
Security is a Global Security and the following legend is applicable: Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of The Depository Trust Company, and any payment is
made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
CEDE & CO., has an interest herein.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY," AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
AUTHORIZED DENOMINATIONS:
INTEREST RATE:
INTEREST PAYMENT DATES:
REGULAR RECORD DATES:
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
SINKING FUND:
SPECIFIED CURRENCY:
EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY: |_| YES |_| NO
OPTIONAL REDEMPTION: |_| YES |_| NO
INITIAL REDEMPTION DATE:
OPTION TO ELECT REPAYMENT: |_| YES |_| NO
OPTIONAL REPAYMENT DATES:
OPTIONAL REPAYMENT PRICES:
OPTIONAL INTEREST RATE RESET: |_| YES |_| NO
OPTIONAL RESET DATES:
OPTIONAL EXTENSIONS OF MATURITY: |_| YES |_| NO
LENGTH OF EXTENSION PERIOD:
NUMBER OF EXTENSION PERIODS:
FINAL MATURITY DATE:
DEPOSITORY:
DEFEASANCE: |_| YES |_| NO
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COVENANT DEFEASANCE: |_| YES |_| NO
OTHER PROVISIONS:
IF APPLICABLE AS DESCRIBED ABOVE, THE REDEMPTION PRICE SHALL INITIALLY
BE ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY AND SHALL DECLINE AT EACH
ANNIVERSARY (EACH SUCH DATE, A "REDEMPTION DATE") OF THE INITIAL REDEMPTION DATE
BY % OF SUCH PRINCIPAL AMOUNT UNTIL THE REDEMPTION PRICE IS 100% OF SUCH
PRINCIPAL AMOUNT; PROVIDED, HOWEVER, THAT, IF THIS SECURITY IS A DISCOUNT
SECURITY, THE REDEMPTION PRICE SHALL BE THE AMORTIZED FACE AMOUNT AS DESCRIBED
ON THE REVERSE HEREOF. A DISCOUNT SECURITY IS ANY SECURITY FOR WHICH THE TOTAL
AMOUNT OF OID SPECIFIED ABOVE IS GREATER THAN ZERO.
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_________
________________________________________________________________________________
or registered assigns, the principal sum of_____________________________________
on the Stated Maturity Date shown above and to pay interest thereon at the
Interest Rate shown above from the Original Issue Date shown above or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 15 and December 15 of each year (each an
"Interest Payment Date") (unless other Interest Payment Dates are specified on
the face hereof until the principal hereof is paid or made available for payment
and at Maturity; provided, however, that any payment of principal (and premium,
if any) or interest to be made on any Interest Payment Date or on a date of
Maturity that is not a Business Day shall be made on the next succeeding
Business Day with the same force and effect as it made on the Interest Payment
Date or at Maturity, as the case may be, and no additional interest shall accrue
as a result of such delayed payment. For purposes of this Security, "Business
Day" means any day, other than a Saturday or Sunday, that meets each of the
following applicable requirements: the day is (a) not a day on which banking
institutions are authorized or required by law or regulation to be closed in The
City of New York and (b) if the Specified Currency shown above is not U.S.
dollars, (i) not a day on which banking institutions are authorized or required
by law or regulation to close in the financial center of the country issuing the
Specified Currency (which, in the case of European Currency Units, shall be
Brussels, Belgium) and (ii) a day on which banking institutions in such
financial center are carrying out transactions in such Specified Currency.
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 shall be the May 31 or November 30 (unless other Regular Record
Dates are specified on the face hereof) (whether or not a Business Day), as the
case may be, next preceding
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such Interest Payment Date; provided, however, that, in the case of a Security
originally issued between a Regular Record Date and the initial Interest Payment
Date relating to such Security, interest for the period beginning on the
Original Issue Date and ending on such initial Interest Payment Date shall be
paid on such initial Interest Payment Date to the Person to whom such Security
shall have been originally issued; provided, further, that, in the case of a
Global Security originally issued between a Regular Record Date and the initial
Interest Payment Date relating to such Security, interest for the period
beginning on the Original Issue Date and ending on such initial Interest Payment
Date shall be paid on the Interest Payment Date following the next succeeding
Regular Record Date to the registered Holder on such next succeeding Regular
Record 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 ten days prior to such Special Record Date, or be paid at any time
in any other lawful manner, all as more fully provided in said Indenture.
All payments in respect of this Security will be made in U.S. dollars
regardless of the Specified Currency shown above unless the Holder hereof makes
the election described below. If the Specified Currency shown above is other
than U.S. dollars, the Company or its agent will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; provided, however, that the Holder hereof may, if so indicated above,
elect to receive all payments in such Specified Currency by delivery of a
written request to the Company's co-paying agent (the "Co-Paying Agent") in The
City of New York, which must be received by the Co-Paying Agent on or prior to
the applicable record date or at least fifteen calendar days prior to Maturity,
as the case may be; provided, further, that, if the Holder of this Security
elects to receive all such payments in a Specified Currency that is replaced by
a single European currency (expected to be named the euro), the amount of
principal of, premium, if any, or interest payable on any Security denominated
in such currency shall be determined in the new single European currency in
conformity with legally applicable measures taken pursuant to, or by virtue of,
the treaty establishing the European Community, as amended by the treaty on
European Union. Such election will remain in effect unless and until changed by
written notice to the Co-Paying Agent, but the Co-Paying Agent must receive
written notice of any such change on or prior to the applicable record date or
at least fifteen calendar days prior to Maturity, as the case may be. Until the
Securities are paid or payment therefor is provided for, the Company will at all
times maintain a Co-Paying Agent in The City of New York capable of performing
the duties described herein to be performed by the Co-Paying Agent. The Company
has appointed State Street Bank and Trust Company, N.A., New York, New York as
Co-Paying Agent. If the Company determines that the Specified Currency is not
available for making payments in respect hereof due to the imposition of
exchange controls or other circumstances beyond the Company's control, or is no
longer used by the government of the country issuing such currency or for the
settlement of transaction by public institutions of or within the international
community, then the Holder hereof may not so elect to receive payments in the
4
Specified Currency and any such outstanding election shall be automatically
suspended, until the Company determines that the Specified Currency is again
available for making such payments.
In the event of an official redenomination of the Specified Currency
shown above, the obligations of the Company with respect to payments on this
Security shall, in all cases, be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.
Unless otherwise shown above, payment of interest on this Security
(other than at Maturity) will be made by check (from an account at a bank
outside the United States if such check is payable in a currency other than U.S.
dollars) mailed to the registered address of the Person entitled thereto;
provided that, if the Holder hereof is the Holder of U.S. $10,000,000 or more in
aggregate principal amount of Securities of like tenor and term (or the
equivalent thereof in a Specified Currency other than U.S. dollars determined as
provided on the reverse hereof), such interest payments will be made in
immediately available funds, but only if appropriate instructions have been
received in writing by the Co-Paying Agent on or prior to the applicable record
date. Simultaneously with any election by the Holder hereof to receive payments
in respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder may, if applicable, provide appropriate instructions to the Co-Paying
Agent, and all such payments will be made in immediately available funds to an
account maintained by the payee with a bank located outside the United States.
Unless otherwise specified above, the principal hereof (and premium, if any) and
interest hereon payable at Maturity will be paid to the Holder on the date of
Maturity in immediately available funds (payable to an account maintained by the
payee with a bank located outside the United States if payable in a Specified
Currency other than U.S. dollars) upon surrender of this Security at the office
of the Co-Paying Agent maintained for that purpose in The City and State of New
York (or at such other location as may be specified above), provided that this
Security is presented to the Co-Paying Agent in time for the Co-Paying Agent to
make such payments in accordance with its normal procedures. The Company will
pay any administrative costs imposed by banks in connection with making payments
in immediately available funds, but any tax, assessment or governmental charge
imposed upon payments will be borne by the Holders of the Securities in respect
of which such payments are made.
Interest on this Security, if any, will be computed on the basis of a
360-day year of twelve 30-day months.
If the registered owner of this Security (as indicated above) is the
Depository or a nominee of the Depository, this Security is a Global Security
and the following legend is applicable except as specified on the reverse
hereof: THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE
5
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR.
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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
UNITED TECHNOLOGIES CORPORATION
By:
------------------------------------
Vice President, Treasurer
Attest:
--------------------------------
Secretary
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
6
[Reverse of Security]
UNITED TECHNOLOGIES CORPORATION
MEDIUM-TERM NOTES, SERIES B
Section 1. General. 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), as 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 and all indentures
supplemental thereto 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 set forth on the face hereof, unlimited in aggregate principal
amount.
Section 2. Payments. If the Specified Currency is other than U.S.
dollars, the amount of any U.S. dollar payment to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "Exchange Rate Agent") based on the indicative quotation
in The City of New York selected by such Exchange Rate Agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date that yields the largest number of U.S. dollars upon
conversion of the Specified Currency. Such selection shall be made, as specified
on the face hereof, from among the quotations from three recognized foreign
exchange dealers in The City of New York selected by the Exchange Rate Agent and
approved by the Company (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
Specified Currency for U.S. dollars. If no such bid quotations are available,
payments will be made in the Specified Currency unless such Specified Currency
is unavailable as provided below.
If the Specified Currency is other than U.S. dollars and the Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in The City of New
York for cable transfers in the Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate")
for such Specified Currency on the second Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then available, the
Company will be entitled to make payments in U.S. dollars (i) if such Specified
Currency is not a composite currency, on the basis of the most recently
available Market Exchange Rate for such Specified Currency or (ii) if such
Specified Currency is a composite currency, in an amount determined by the
Exchange Rate Agent to be the sum of the results obtained by multiplying the
number of units of each component currency of such composite currency, as of the
most recent date on which such composite currency was used, by the Market
Exchange Rate for such component currency on the second Business Day prior to
such
7
payment date (or if such Market Exchange Rate is not then available, by the most
recently available Market Exchange Rate for such component currency). From the
start of the third stage of European Economic and Monetary Union, payments on
this Security that are required to be made in ECU will be payable in euro at the
rate of one euro for one ECU, and the provisions discussed in this paragraph
will not result in payment in U.S. dollars in such circumstances unless euros
are no longer used in the European Monetary System.
All currency exchange costs will be borne by the Company unless the
Holder of this Security has made an election to receive all payments in a
Specified Currency other than U.S. dollars. In that case, the Holder of this
Security shall bear its pro rata portion of currency exchange costs, if any,
with all other electing Holders by deductions from payments otherwise due.
Each payment of interest hereon shall include interest accrued through
the day before the Interest Payment Date or Maturity, as the case may be.
References herein to "U.S. dollars" or "U.S.$" or "$" are to the
currency of the United States of America.
Section 3. Redemption. If so specified on the face hereof, the Company
may at its option redeem this Security in whole or from time to time in part on
or after the date designated as the Initial Redemption Date on the face hereof
at prices declining from a specified premium, if any, to par together with
accrued interest to the Redemption Date. The Company may exercise such option by
causing the Trustee to mail, first class postage prepaid, a notice of such
redemption at least 30 but not more than 60 days prior to the Redemption Date,
setting forth the applicable redemption price, Redemption Date, and principal
amount of this Security to be redeemed. In the event of redemption of this
Security in part only, a new Security or Securities for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof. If less than all of the Securities with like tenor and terms to this
Security are to be redeemed, the Securities to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate.
Section 4. Optional Repayment. If so specified on the face hereof, this
Security will be repayable prior to the Stated Maturity Date at the option of
the Holder on the Optional Repayment Dates shown on the face hereof at the
Optional Repayment Prices shown on the face hereof together with accrued
interest to the applicable Optional Repayment Date. In order for this Security
to be repaid, the Company must receive at least 30 but not more than 45 days
prior to an Optional Repayment Date this Security with the form below entitled
"Option to Elect Repayment" duly completed. Any tender of this Security for
repayment shall be irrevocable, except as otherwise provided in Sections 5 and 6
hereof. The repayment option may be exercised by the Holder of this Security for
less than the entire principal amount of the Security provided that the
principal amount of the Security remaining outstanding after repayment is an
authorized denomination. Upon such partial repayment, this Security shall be
cancelled and a new Security or Securities for the remaining principal amount
hereof shall be issued in the name of the Holder of this Security.
8
Section 5. Optional Interest Reset. If so specified on the face hereof,
the interest rate on this Security may be reset by the Company on the date or
dates specified on the face hereof (each an "Optional Reset Date"). The Company
may exercise such option with respect to this Security by notifying the Trustee
of such exercise at least 50 but not more than 60 days prior to the Optional
Reset Date for this Security. Not later than 40 days prior to each Optional
Reset Date, the Trustee will mail to the Holder of this Security a notice (the
"Reset Notice"), first class postage prepaid, setting forth (i) the election of
the Company to reset the interest rate, (ii) such new interest rate and (iii)
the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Stated Maturity Date of this Security (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
provided for in the Reset Notice and establish a higher interest rate for the
Subsequent Interest Period commencing on such Optional Reset Date by causing the
Trustee to mail notice of such higher interest rate to the Holder of this
Security. Such Notice shall be irrevocable. All Securities with respect to which
the interest rate is reset on an Optional Reset Date will bear such higher
interest rate, whether or not tendered for repayment, as described below.
If the Company elects to reset the interest rate, the Holder of this
Security will have the option to elect repayment by the Company of the principal
of this Security on any Optional Reset Date at a price equal to the principal
amount hereof plus any accrued interest to such Optional Reset Date. In order to
obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth above for optional repayment except that the period for
delivery of this Security or notification to the Trustee shall be at least 25
but not more than 35 days prior to such Optional Reset Date and except that, if
the Holder has tendered this Security for repayment pursuant to the Reset
Notice, the Holder may, by written notice to the Trustee, revoke any such tender
for repayment until the close of business on the tenth day prior to such
Optional Reset Date.
Section 6. Optional Extension of Maturity. If so specified on the face
hereof, the Stated Maturity Date of this Security may be extended at the option
of the Company for the period or periods specified on the face hereof (each an
"Extension Period") up to but not beyond the date (the "Final Maturity Date")
set forth on the face hereof. The Company may exercise such option with respect
to this Security by notifying the Trustee of such exercise at least 50 but not
more than 60 days prior to the Stated Maturity Date of this Security in effect
prior to the exercise of such option (the "Original Stated Maturity Date"). If
the Company exercises such option, the Trustee will mail to the Holder of this
Security not later than 40 days prior to the Original Stated Maturity Date a
notice (the "Extension Notice"), first class postage prepaid, indicating (i) the
election of the Company to extend the Stated Maturity Date, (ii) the new Stated
Maturity Date, (iii) the interest rate applicable to the Extension Period and
(iv) the provisions, if any, for redemption during such Extension Period,
including the date or dates on which or the period or periods during which and
the
9
price or prices at which such redemption may occur during the Extension Period.
Upon the Trustee's mailing of the Extension Notice, the Stated Maturity Date of
this Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Security will have
the same terms as prior to the mailing of such Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Original Stated Maturity Date of this Security the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to mail
notice of such higher interest rate, first class postage prepaid, to the Holder
of this Security. Such notice shall be irrevocable. All Securities with respect
to which the Stated Maturity Date is extended will bear such higher interest
rate for the Extension Period, whether or not tendered for repayment as
described below.
If the Company elects to extend the Stated Maturity Date of this
Security, the Holder will have the option to elect repayment of this Security by
the Company on the Original Stated Maturity Date at a price equal to the
principal amount hereof, plus any accrued interest to such date. In order to
obtain repayment on the Original Stated Maturity Date once the Company has
extended the Stated Maturity Date hereof, the Holder must follow the procedures
set forth above for optional repayment except that the period for delivery of
this Security or notification to the Trustee shall be at least 25 but not more
than 35 days prior to the Original Stated Maturity Date and except that, if the
Holder has tendered this Security for repayment pursuant to an Extension Notice,
the Holder may by written notice to the Trustee revoke any such tender for
repayment until the close of business on the tenth day prior to the Original
Stated Maturity Date.
Section 7. Sinking Fund. Unless otherwise specified on the face hereof,
this Security will not be subject to any sinking fund.
Section 8. Discount Securities. If this Security is a Discount Security,
the amount payable in the event of redemption by the Company, repayment at the
option of the Holder or acceleration of Maturity, in lieu of the principal
amount due at the Stated Maturity hereof, shall be equal to the sum of (i)
unpaid interest if any, on this Security accrued from the date of issue to the
date of such redemption, repayment or acceleration of maturity, as the case may
be, and (ii) the Amortized Face Amount of this Security as of the date of such
redemption, repayment or acceleration. The "Amortized Face Amount" of this
Security shall be the amount equal to (a) the Issue Price (as set forth on the
face hereof) plus (b) that portion of the difference between the Issue Price and
the principal amount hereof that has accrued at the Yield to Maturity (as set
forth on the face hereof) (computed in accordance with generally accepted United
States bond yield computation principles) at the date as of which the Amortized
Face Amount is calculated, but in no event shall the Amortized Face Amount of
the Security exceed its stated principal amount.
Section 9. Modification and Waivers; Obligation of the Company Absolute.
The Indenture permits, with 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
10
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 aggregate
principal amount of all Securities at the time Outstanding to be affected. The
Indenture also contains provisions permitting the Holders of not less than a
majority in aggregate 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 not less than a majority in aggregate
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 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.
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.
Section 10. Defeasance and Covenant Defeasance. 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, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security, unless
otherwise specified on the face hereof.
Section 11. Authorized Denominations. The Securities of this series are
issuable only in global or certificated registered form, without coupons, and,
unless otherwise specified above (and other than Global Securities), in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set
forth and to the limitations described below, if applicable, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.
Section 12. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein 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.
11
If this Security is a Global Security, this Security is exchangeable
only if the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, or the Depository has ceased to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended. In such case, the Company will
issue Securities in certificated form in exchange for each Global Security. In
addition, the Company may at any time determine not to have Securities
represented by a Global Security and, in such event, will issue Securities in
certificated form in exchange for the Global Security representing such
Security. In addition, if there shall have occurred and be continuing an Event
of Default, the Company will issue Securities in certificated form in exchange
for each Global Security. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
certificated form of Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name. Securities so
issued in certificated form will be issued in denominations of $100,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.
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 after, 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.
Section 13. Events of Default. If an Event of Default with respect to
the Securities of this series shall have occurred and be continuing, the
principal of all the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
Section 15. Governing Law. This Security shall be governed by and
construed in accordance with the law of the State of New York.
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OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at (i) the Optional Repayment Price indicated on the face hereof, if
this Security is to be repaid pursuant to the Optional Repayment provision
hereof, or (ii) 100% of the principal amount of this Security to be repaid plus
accrued interest to the Optional Reset Date, if this Security is to be repaid
pursuant to the Optional Interest Reset provision hereof, or to the Original
Maturity Date, if this Security is to be repaid pursuant to the Optional
Extension of Maturity provision hereof.
Dated:
---------------------------- -----------------------------------
Signature
SIGNATURE GUARANTEED:
Sign exactly as name appears on the
front of this Security [SIGNATURE
GUARANTEED - required only if
Securities are to be issued and
delivered to other than the
- ---------------------------------- registered holder]
Principal amount to be repaid, if Fill in for registration of
amount to repaid is less than the Securities if to be issued
principal amount of this Security otherwise than to the registered
(principal amount remaining must be holder:
an authorized denomination)
Name:
------------------------------
Address:
---------------------------
-----------------------------------
(Please print name and address,
including zip code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
-----------------------------------
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - Custodian
------------- ------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
-------------------------
(State)
Additional abbreviations may also be used though not in the above list.
14
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- --------------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee
- --------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
the within Security of UNITED TECHNOLOGIES CORPORATION and all rights
thereunder and does hereby irrevocably constitute and appoint
- --------------------------------------------------------------------------------
to transfer the said Security on the books of the within-named
Company, with full power of substitution in the promises.
Date
-------------------------
SIGNATURE GUARANTEED:
------------------------------------
------------------------------------
NOTICE: The signature to this
assignment must correspond with the
- ----------------------------- name as it appears upon the face of
the within Security in every
particular, without alteration or
enlargement or any change
whatsoever.
15