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EXHIBIT 4.4
BRIGGS & STRATTON CORPORATION
ACTIONS OF THE AUTHORIZED OFFICERS
Pursuant to the authority granted by the Board of Directors of Briggs &
Stratton Corporation (the "Company") in its April 16, 1997 resolutions, the
undersigned agree as follows:
1. The Company shall issue $100,000,000 aggregate principal amount of
the Company's 7 1/4% Notes due September 15, 2007 (the "Notes").
2. The Company shall issue and sell Notes to Credit Suisse First
Boston Corporation and BancAmerica Securities, Inc. (collectively, the
"Underwriters") pursuant to an Underwriting Agreement dated May 30, 1997
and a Terms Agreement dated May 30, 1997 ("Terms Agreement") between
the Company and the Underwriters, upon the terms and conditions set forth
therein, to be issued under and in accordance with an Indenture, dated as
of June 4, 1997, between the Company and Bank One, N.A., as Trustee
("Trustee"), relating to the Company's Notes and other obligations
("Indenture").
3. In addition to the other terms provided in the Indenture with
respect to securities issued thereunder, all as more particularly
described in the Terms Agreement, the Prospectus and the Prospectus
Supplement relating to the Notes and the form of Note referred to below,
the Notes shall contain the following terms:
(a) The Notes shall be entitled "7 1/4% Notes Due September 15,
2007";
(b) The Notes shall be limited in aggregate principal amount to
$100,000,000;
(c) Interest shall be payable to the persons in whose names the
Notes are registered at the close of business on the applicable
Regular Record Date (as defined below);
(d) The principal of the Notes is payable on September 15, 2007;
(e) The Notes shall bear interest at the rate of 7 1/4% per annum
beginning June 4, 1997. Interest on the Notes will be computed
on the basis of a 360-day year of twelve 30-day months and will
be payable semi-annually on March 15 and September 15 of
each year (each an "Interest Payment Date"), commencing on
March 15, 1998. Interest shall be paid to persons in whose
names the Notes (or any predecessor Notes) are registered at
the
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close of business on the March 1 or September 1, as the case may
be, next preceding the Interest Payment Date (each a "Regular
Record Date");
(f) Payment of the principal of, 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;
(g) The Notes will be redeemable in whole or in part at any time at
the option of the Company at a redemption price (the "Redemption
Price") equal to the greater of: (i) 100% of the principal
amount of such Notes and (ii) the sum of the present values of
the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption (the "Redemption
Date") on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 15
basis points, plus in each case accrued but unpaid interest
thereon to the Redemption Date.
"Treasury Rate" means, 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" means the United States Treasury
security selected by an Independent Investment Banker 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. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by
the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day
preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such Business Day, (a) the average of the
Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury
Dealer
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Quotations, or (b) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by
the Trustee, 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. on the third Business Day
preceding such Redemption Date.
"Reference Treasury Dealer" means each of Credit Suisse First
Boston Corporation and BancAmerica Securities, Inc. and their
respective successors; provided, however, that if any of 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.
Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each holder of
the Notes to be redeemed.
Unless the Company defaults in payment of the Redemption Price,
on and after the Redemption Date interest will cease to accrue
on the Notes or portions thereof called for redemption;
(h) The Notes shall not provide for any sinking fund;
(i) The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof;
(j) The payment of the principal of, premium, if any, and interest
on the Notes shall be made 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;
(k) The payment of principal of, premium, if any, and interest on
the Notes shall not be determined with reference to an index or
formula (except as described in clause (g));
(l) There shall be no optional currency or currency unit in which
the payment of principal of, premium, if any, and interest on
the Notes shall be payable;
(m) Both Section 13.2 and 13.3 of the Indenture shall apply to the
Notes;
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(n) The Notes shall be in the form of Book-Entry Securities as set
forth in Section 3.5 of the Indenture;
(o) The principal amount of the Notes shall be payable upon
declaration of acceleration pursuant to Section 5.2 of the
Indenture;
(p) Settlement for the Notes will be made by the Underwriters in
immediately available funds and all payment of principal of,
premium, if any, and interest on the Notes will be made by the
Company in immediately available funds; the Notes will trade in
The Depository Trust Company's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the
Notes will therefore settle in immediately available funds; and
(q) The other terms and conditions of the Notes shall be
substantially as set forth in the Indenture and in the
Prospectus and the Prospectus Supplement relating to the Notes.
4. The form of the Notes shall be substantially as attached hereto as
Exhibit A.
5. The price at which the Notes shall be sold by the Company to the
Underwriters pursuant to the Terms Agreement shall be 98.653% of the principal
amount thereof, plus accrued interest, if any, from June 4, 1997 to the time of
delivery.
6. The Notes initially will be offered to the public by the Underwriters
at 99.303% of the principal amount thereof, plus accrued interest, if any, from
June 4, 1997 to the time of delivery.
7. The execution and delivery of the Underwriting Agreement dated May 30,
1997 and the related Terms Agreement dated May 30, 1997 (substantially in the
form attached hereto as Exhibit B) is hereby approved.
8. Any officer of this Company specified in the first paragraph of
Section 3.3 of the Indenture is hereby authorized and empowered to execute the
Notes of this Company in the form he or she deems appropriate, and to deliver
such Notes to the Trustee with a written order directing the Trustee to have the
Notes authenticated and delivered to such persons as such officer designates.
9. Bank One, N.A. is hereby designated and appointed as Paying Agent and
Securities Registrar with respect to the Notes.
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IN WITNESS WHEREOF, on behalf of the Company, the undersigned Authorized
Officers of the Company have executed this Officers' Certificate as of this
30th day of May, 1997.
BRIGGS & STRATTON CORPORATION
By: /s/ ROBERT H. ELDRIDGE
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Name: Robert H. Eldridge
Title: Executive Vice President and
Chief Financial Officer,
Secretary-Treasurer
By: /s/ JAMES E. BRENN
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Name: James E. Brenn
Title: Vice President and Controller
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