EXHIBIT 4.b.i
Resolutions of the Pricing Committee of the Board of Directors of
MASCO CORPORATION
Approving the Creation of a Series of Securities
March 2, 2004
WHEREAS, Masco Corporation, a Delaware corporation (the
"Company") desires to create a particular series of securities under
the indenture dated as of February 12, 2001 (the "Indenture"), with
J.P. Morgan Trust Company, National Association (as successor in
interest to Bank One Trust Company, National Association), as trustee
(the "Trustee"), providing for the issuance from time to time of
unsecured debentures, notes or other evidences of indebtedness of this
Company ("Securities") in one or more series under such Indenture;
WHEREAS, the Company proposes to sell the Securities of such
series, which will not be registered under the Securities Act of 1933,
as amended (the "Securities Act"), to Merrill, Lynch, Pierce, Fenner &
Smith Incorporated (the "Initial Purchaser"), which will offer and sell
the Securities to qualified institutional buyers in compliance with the
exemption from registration provided by Rule 144A under the Securities
Act; and
WHEREAS, capitalized terms used in these resolutions and not
otherwise defined are used with the same meaning ascribed to such terms
in the Indenture;
THEREFORE, BE IT RESOLVED, that there is established a series
of Securities under the Indenture the terms of which shall be as
follows:
1. The Securities of such series shall be designated
as the "Floating Rate Notes Due 2007."
2. The aggregate principal amount of Securities of
such series which may be authenticated and delivered under the
Indenture is limited to Three Hundred Million Dollars
($300,000,000), except for Securities of such series
authenticated and delivered upon registration of, transfer of,
or in exchange for, or in lieu of, other Securities of such
series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of
the Indenture.
3. The Securities of such series shall be
substantially in the form of Exhibit A hereto with such
changes and insertions therein as are appropriate to conform
such Securities to the terms set forth herein or otherwise as
the officers executing such Securities shall approve and as
are not inconsistent with these resolutions, such approval to
be conclusively evidenced by such officer's execution and
delivery of such Securities.
4. The Securities shall be sold to the Initial
Purchaser at a purchase price of 99.70% of the principal
amount thereof plus accrued interest, if any, to the date on
which the securities are issued, such that the Company shall
receive at least Two Hundred Ninety-Nine Million One Hundred
Thousand Dollars ($299,100,000).
FURTHER RESOLVED, that the Securities of such series are
declared to be issued under the Indenture and subject to the provisions
hereof;
FURTHER RESOLVED, that the Chairman of the Board, the
President or any Vice President of the Company is authorized to
execute, on the Company's behalf and in its name, and the Secretary or
any Assistant Secretary of the Company is authorized to attest to such
execution and under the Company's seal (which may be in the form of a
facsimile of the Company's seal), $300,000,000 aggregate principal
amount of the Securities of such series (and in addition Securities to
replace lost, stolen, mutilated or destroyed Securities and Securities
required for exchange, substitution or transfer, all as provided in the
Indenture) and to deliver such Securities to the Trustee for
authentication, and the Trustee is authorized and directed thereupon to
authenticate and deliver the same to or upon the written order of this
Company as provided in the Indenture;
FURTHER RESOLVED, that the signatures of the Company officers
so authorized to execute the Securities of such series may be the
manual or facsimile signatures of the present or any future authorized
officers and may be imprinted or otherwise reproduced thereon, and the
Company for such purpose adopts each facsimile signature as binding
upon it notwithstanding the fact that at the time the respective
Securities shall be authenticated and delivered or disposed of, the
individual so signing shall have ceased to hold such office;
FURTHER RESOLVED, that the Securities shall be sold to Merrill
Lynch, Pierce, Fenner & Smith Incorporated as the Initial Purchaser of
the Securities of such series, to be sold to qualified institutional
buyers as that term is described in Rule 144A of the Securities Act;
and the Chairman of the Board, the President or any Vice President of
the Company is authorized, in the Company's name and on its behalf, to
execute and deliver a Purchase Agreement, substantially in the form
attached as Exhibit B, with such Initial Purchaser, with such changes
and insertions therein as are appropriate to conform such Purchase
Agreement to the terms set forth herein or otherwise as the officer
executing such Purchase Agreement shall approve and as are not
inconsistent with these resolutions, such approval to be conclusively
evidenced by such officer's execution and delivery of the Purchase
Agreement;
FURTHER RESOLVED, that J.P. Morgan Trust Company, National
Association, the Trustee under the Indenture, is appointed trustee for
Securities of such series, and as Agent of this Company for the purpose
of effecting the registration, transfer and exchange of the Securities
of such series as provided in the Indenture, and the corporate trust
office of J.P. Morgan Trust Company,
National Association, in Chicago, Illinois is designated pursuant to
the Indenture as the office or agency of the Company where such
Securities may be presented for registration, transfer and exchange and
where notices and demands to or upon this Company in respect of the
Securities and the Indenture may be served;
FURTHER RESOLVED, that J.P. Morgan Trust Company, National
Association, is appointed Paying Agent of this Company for the payment
of interest on and principal of the Securities of such series and
Calculation Agent for the purpose of calculating the applicable
interest rate or rates of the Securities of such series in accordance
with the terms of the Securities and the Indenture, and the corporate
trust office of J.P. Morgan Trust Company, National Association, is
designated, pursuant to the Indenture, as the office or agency of the
Company where Securities may be presented for payment; and
FURTHER RESOLVED, that each of the Company's officers is
authorized and directed, on behalf of the Company and in its name, to
do or cause to be done everything such officer deems advisable to
effect the sale and delivery of the Securities of such series pursuant
to the Purchase Agreement and otherwise to carry out the Company's
obligations under the Purchase Agreement, and to do or cause to be done
everything and to execute and deliver all documents as such officer
deems advisable in connection with the execution and delivery of the
Purchase Agreement and the execution, authentication and delivery of
such Securities (including, without limiting the generality of the
foregoing, delivery to the Trustee of the Securities for authentication
and of requests or orders for the authentication and delivery of
Securities).
FACE OF GLOBAL SECURITY
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE
"DEPOSITARY"), TO MASCO CORPORATION 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 THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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 HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN VIOLATION
OF SUCH ACT. THE HOLDER (AND EACH BENEFICIAL OWNER) HEREOF, BY ITS ACCEPTANCE
HEREOF (OR ACQUISITION OF A BENEFICIAL INTEREST HEREIN), REPRESENTS THAT IT IS
ACQUIRING THIS SECURITY FOR INVESTMENT AND NOT WITH A VIEW TO ANY SALE OR
DISTRIBUTION HEREOF. THIS SECURITY (OR ANY BENEFICIAL INTEREST HEREIN) MAY BE
TRANSFERRED ONLY PURSUANT TO ONE OF THE FOLLOWING METHODS: (1) TO MASCO
CORPORATION OR THE INITIAL PURCHASER, (2) SO LONG AS THIS SECURITY IS ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, THAT IS PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR (4) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IF AVAILABLE, IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION. THIS SECURITY AND RELATED DOCUMENTATION MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND
PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY
CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN
PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY.
THE HOLDER (AND EACH BENEFICIAL OWNER) OF THIS SECURITY
SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS SECURITY (OR ACQUISITION OF A
BENEFICIAL INTEREST HEREIN), TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
ALTHOUGH THE INITIAL PURCHASER MAY REPURCHASE SECURITIES, IT IS NOT OBLIGATED TO
DO SO.
2
MASCO CORPORATION
Floating Rate Notes Due 2007
$300,000,000
CUSIP No. 574599BA3
Masco Corporation, a corporation duly organized and existing under the
laws of Delaware (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
Three Hundred Million Dollars on March 9, 2007 (the "MATURITY DATE"), and to pay
a floating interest rate, subject to adjustment as provided herein, quarterly in
arrears on March 9, June 9, September 9 and December 9 (each an "INTEREST
PAYMENT DATE"), and on the Maturity Date. If any of the Interest Payment Dates
listed above falls on a day that is not a LIBOR Business Day, as defined herein,
the Company will postpone the Interest Payment Date to the next succeeding LIBOR
Business Day unless that LIBOR Business Day is in the next succeeding calendar
month, in which case the Interest Payment Date will be the immediately preceding
LIBOR Business Day. Interest on the Securities will be computed on the basis of
a 360 day year for the actual number of days elapsed. Payment of the principal
of and interest on this Security will be made at the office or agency of the
Company maintained for that purpose, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts. At the option of the Company, interest may
be paid by check to the registered holder hereof entitled thereto at his last
address as it appears on the registry books, and principal may be paid by check
to the registered holder or other person entitled thereto against surrender of
this Security.
Interest on the Securities will accrue from, and including March 9,
2004, to, and excluding, the first Interest Payment Date and then from, and
including, the immediately preceding Interest Payment Date to which interest has
been paid or duly provided for to, but excluding, the next Interest Payment Date
or the Maturity Date, as the case may be. Each of these periods is referred to
herein as an "INTEREST PERIOD." The amount of accrued interest that the Company
will pay for any Interest Period will be calculated by multiplying the face
amount of the Security by the accrued interest factor. The accrued interest
factor is computed by adding the interest factor calculated for each day from
March 9, 2004, or from the last date the Company paid interest, to the date for
which accrued interest is calculated. The interest factor for each day will be
computed by dividing the interest rate applicable to that day by 360.
If the Maturity Date of the Securities falls on a day that is not a
LIBOR Business Day, the Company will pay principal and interest on the next
succeeding LIBOR Business Day, and that payment will be deemed as made on the
date that
3
the payment was due. No interest will accrue on the payment for the period from
and after the Maturity Date to the date the Company makes the payment on the
next succeeding LIBOR Business Day.
The interest payable by the Company on a Security on any Interest
Payment Date, subject to certain exceptions, will be paid to the person in whose
name the Security is registered at the close of business on the fifteenth
calendar day, whether or not a LIBOR Business Day, immediately preceding the
Interest Payment Date (the "REGULAR RECORD DATE"). Interest that the Company
pays on the Maturity Date, will be payable to the person to whom the principal
will be payable.
"LIBOR BUSINESS DAY" means any day except a Saturday, a Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close; provided
that the day is also a London Business Day. "LONDON BUSINESS DAY" means any day
on which dealings in United States dollars are transacted in the London
interbank market.
The interest rate on the Securities will be calculated by the calculation
agent appointed by the Company and will be equal to LIBOR plus .25%. The
calculation agent will reset the interest rate on each Interest Payment Date,
and on March 9, 2004, each of which is referred to herein as an interest reset
date ("INTEREST RESET DATE"). The second London Business Day preceding an
Interest Reset Date will be the interest determination date ("INTEREST
DETERMINATION DATE") for that Interest Reset Date. The interest rate in effect
on each day that is not an Interest Reset Date will be the interest rate
determined as of the Interest Determination Date pertaining to the immediately
preceding Interest Reset Date. The interest rate in effect on any day that is an
Interest Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to that Interest Reset Date.
"LIBOR" will be determined by the calculation agent in accordance with the
following provisions:
(a) With respect to any Interest Determination Date, LIBOR will be the rate
for deposits in the United States dollars having a maturity of three months
commencing on the first day of the applicable interest period that appears
on the Telerate Page 3750 as of 11:00 A.M., London time, on the Interest
Determination Date. If no rate appears, LIBOR, in respect to that Interest
Determination Date, will be determined in accordance with the provisions
described in (b) below.
(b) With respect to an Interest Determination Date on which no rate appears
on Telerate Page 3750, as specified in (a) above, 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
United States
4
dollars for the period of three months, commencing on the first day of the
applicable interest period, to prime banks in the London interbank market
at approximately 11:00 A.M., London time, on that Interest Determination
Date and in a principal amount that is representative for a single
transaction in United States dollars in that market at that time. If at
least two quotations are provided, then LIBOR on the Interest Determination
Date will be the arithmetic mean of those quotations. If fewer than two
quotations are provided, then LIBOR on the Interest Determination Date will
be the arithmetic mean of the rates quoted at approximately 11:00 A.M., in
The City of New York, on the Interest Determination Date by three major
banks in The City of New York selected by the calculation agent for loans
in United States dollars to leading European banks, having a three-month
maturity and in a principal amount that is representative for a single
transaction in United States dollars in that market at that time; provided,
however, that if the banks selected by the calculation agent are not
providing quotations in the manner described by this sentence, LIBOR
determined as of that Interest Determination Date will be LIBOR in effect
on that Interest Determination Date.
"TELERATE PAGE 3750" means the display designated as "Page 3750" on
Moneyline Telerate, or any successor service, for the purpose of displaying the
London interbank rates of major banks for United States dollars.
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 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.
The Securities will constitute part of our senior debt and will rank on
a parity with all of our other unsecured and unsubordinated debt.
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.
5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: March 9, 2004
MASCO CORPORATION
By:
-----------------------------
Timothy Wadhams
Attest:
---------------------------
Eugene A. Gargaro, Jr.
FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Date of Authentication: March 9, 2004
J.P. Morgan Trust Company, National Association,
as Trustee
By:
---------------------------------------------
Authorized Officer
6
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 February 12, 2001 (herein called the
"INDENTURE"), between the Company and J.P. Morgan Trust Company, National
Association (as successor in interest to Bank One Trust Company, National
Association), 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 will be subject to defeasance and discharge and to
defeasance of certain obligations as set forth 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 a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, 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 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
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
of the Securities of this series at the time Outstanding 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, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding 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
7
principal hereof or any premium 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 the 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 set
forth therein and on the face of this Security, 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.
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 which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
8