Exhibit 4(a)
INGERSOLL-RAND COMPANY
7.20% DEBENTURES DUE 2025
REGISTERED REGISTERED
NO. R-1 $150,000,000.
CUSIP 456866AL6
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of
such successor Depositary unless and until this
Security is exchanged in whole or in part for
Securities in definitive form. Unless this certificate
is presented by an authorized representative of the
Depositary to the Company 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 Depositary 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.
INGERSOLL-RAND COMPANY, a corporation duly organized
and existing under the laws of the State of New Jersey (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 $150,000,000 (ONE
HUNDRED AND FIFTY MILLION DOLLARS) on June 1, 2025, and to pay
interest thereon from June 9, 1995 or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 1, and December 1 in each
year, commencing December 1, 1995, at the rate per annum provided
in the title hereof, 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 shall be the May 15 or November 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
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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 any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and
interest, if any, 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 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,
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however, that at the option of the Company payment of interest
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may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register.
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: June 9, 1995
TRUSTEE'S CERTIFICATE INGERSOLL-RAND COMPANY
OF AUTHENTICATION
This is one of the Securities By:
of the series designated --------------------------
therein referred to in the Vice President
within-mentioned Indenture.
By:
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THE BANK OF NEW YORK, as Trustee Secretary
By:
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Authorized Signature
[Reverse Side of Debenture]
INGERSOLL-RAND COMPANY
7.20% Debentures DUE 2025
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 August 1, 1986, as supplemented by a First
Supplemental Indenture dated as of August 15, 1986 and a Second
Supplemental Indenture dated as of November 1, 1986 (as so
supplemented, herein called the "Indenture"), between the Company
and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), 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 designated on the face hereof, limited in aggregate
principal amount to $150,000,000.
The sinking fund provides for the pro rata cash
redemption of $7,500,000 principal amount of Securities of this
series on June 1 in each year beginning with the year 2006 to and
including the year 2024.
The Indenture contains provisions for defeasance of (a)
the entire indebtedness of this Security and (b) certain
restrictive covenants upon compliance by the Company with certain
conditions set forth therein.
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 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 66-2/3% in principal amount of the
Securities at the time Outstanding of all series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities at
the time Outstanding of all series to be affected, on behalf of
the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and
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
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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 the principal of (and premium, if any) and interest, if
any, on this Security 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 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, if any, 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.
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.
No recourse for the payment of the principal of (and
premium, if any) or interest, if any, on this Security, or for
any claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental
thereto or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor
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corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Security shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
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 the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - Custodian
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(Cust) (Minor)
under Uniform Gifts to Minors Act
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(State)
Additional abbreviations may also be used
though not in the above list.
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FOR VALUE RECEIVED, hereby sell,
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assign and transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
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/ /
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Please print or typewrite name and address of assignee
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the within Instrument of the said Company and do hereby
irrevocably constitute and appoint
, Attorney to transfer the
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said Instrument on the books of the said Company with full power of substitution
in the premises.
Dated:
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NOTICE THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON
THE FACE OF THE INSTRUMENT IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER