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EXHIBIT 4.2
DOVER CORPORATION
Officers' Certificate
David S. Smith, Vice President Finance, and Robert G. Kuhbach,
Vice President, General Counsel and Secretary, of Dover Corporation, a Delaware
corporation (the "Company"), each hereby certifies that he is duly authorized
to, and does hereby, deliver this certificate to Bank One Trust Company, N.A.
(the "Trustee"), as Trustee under the Indenture, dated as of February 8, 2001,
between the Company and the Trustee (the "Indenture"), relating to the Company's
6.50% Notes due February 15, 2011 (the "Notes"); that the Notes are hereby
established as a series of Securities to be issued under the Indenture; that
attached hereto at Exhibit 1 are the terms of the Notes as established in a
Board Resolution pursuant to Section 301 of the Indenture and that:
(i) He is familiar with the Indenture and has read all the conditions
(including all definitions relating thereto) set forth therein for the
authentication and delivery of the Notes;
(ii) He has examined the documents submitted by the Company to the Trustee
relating to the Notes and certain other corporate documents and records;
(iii) He has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether all conditions precedent
provided in the Indenture for the authentication and delivery of the Notes have
been complied with; and
(iv) In his opinion, all conditions precedent provided for in the Indenture
relating to the authentication and delivery of the Notes have been complied
with.
Any capitalized terms used herein without definition shall have the
meaning assigned to them in the Indenture.
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IN WITNESS WHEREOF, the undersigned have executed this certificate this
12 day of February 2001.
/s/ David S. Smith
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Name: David S. Smith
Title: Vice President Finance
/s/ Robert G. Kuhbach
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Name: Robert G. Kuhbach
Title: Vice President, General
Counsel and Secretary
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EXHIBIT 1 TO
OFFICERS' CERTIFICATE
1. The titles of the series of Securities referred to as the Notes shall be
the "6.50% Notes due February 15, 2011".
2. The aggregate principal amount of Notes that may be authenticated and
delivered under the Indenture is initially limited to $400,000,000,
except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to
Sections 304, 305, 306 or 906 of the Indenture and except for Notes that,
pursuant to Section 303 of the Indenture, are deemed never to have been
authenticated and delivered; (provided, however, that the Company may
from time to time, without the consent of existing note holders, create
and issue further notes having the same terms and conditions as the Notes
in all respects, except for issue date, issue price and the first payment
of interest thereon; such additional notes, at the Company's
determination and in accordance with the provisions of the Indenture, are
to be consolidated with and form a single series with the previously
outstanding Notes).
3. The maturity date on which the principal of each of the Notes is payable
shall be February 15, 2011.
4. The Notes shall bear interest at the rate of 6.50% per annum from
February 12, 2011.
5. The Interest Payment Dates for the Notes shall be February 15 and August
15 of each year, commencing August 15, 2001, and the Regular Record Date
for any Interest Payment Date shall be the February 1 or August 1, as the
case may be, next preceding such Interest Payment Date.
6. Payments of the principal of (and premium, if any) and interest on the
Notes will be made at the office or agency of the Company maintained for
that purpose in New York, New York, provided that at the option of the
Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register for the Notes.
7. The Notes shall be redeemable, in whole or in part, at the Company's
option at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of such Notes, and (ii) as determined by the
Quotation Agent (as defined below), the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued as of the date
of redemption) discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined below) plus 20 basis points plus, in
each case, accrued interest thereon to the date of redemption.
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For purposes of this clause 7, the following definitions shall apply:
"Adjusted Treasury Rate" shall mean, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" shall mean the United States Treasury
security selected by the Quotation Agent as having a maturity comparable
to the remaining term of the Notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.
"Comparable Treasury Price" shall mean, with respect to any redemption
date, (i) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the trustee obtains
fewer than three such Reference Treasury Dealer Quotations, the average
of all such Quotations.
"Quotation Agent" shall mean the Reference Treasury Dealer appointed by
the Company.
"Reference Treasury Dealer" shall mean (i) each of Chase Securities Inc.,
Deutsche Banc Alex. Brown Inc., and their respective successors and three
other nationally recognized investment banking firms that are Primary
Treasury Dealers specified from time to time by the Company; provided,
however, that if the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer; and (ii) any other Primary Treasury Dealer selected by the
Company.
"Reference Treasury Dealer Quotations" shall mean with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.
8. The Notes shall not be subject to any sinking fund or analogous
provisions.
9. The provisions on defeasance and covenant defeasance in Sections 1302 and
1303 of the Indenture shall apply to the Notes.
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10. The Notes shall be issued in the form of one or more Global Securities.
The Depository for such Global Securities shall be The Depository Trust
Company. The Notes shall bear, in addition to any applicable legend set
forth in the Indenture, a legend in the following form:
"Unless this certificate is presented by an authorized
representative of The Depository Trust Company, 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."