I-2
ALLIEDSIGNAL INC.
6.20% Notes Due February 1, 2008
UNDERWRITING AGREEMENT
New York, New York
To the Representatives named in Schedule I hereto
of the Underwriters named in Schedule II hereto
AlliedSignal Inc., a Delaware corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are
acting as representatives (the "Representatives"), the
aggregate principal amount set forth in Schedule II hereto
of its debt securities identified on Schedule I hereto (the
"Purchased Securities"), to be issued under an indenture
dated as of October 1, 1985, as supplemented by the First
Supplemental Indenture thereto dated as of February 1, 1991
and the Second Supplemental Indenture dated as of November
1, 1997, each between the Company and The Chase Manhattan
Bank, as Trustee (the "Trustee") (as so supplemented, the
"Indenture").
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each
Underwriter that:
(a) The Company presently meets, and has met at
all times since the initial filing referred to below, the
requirements for use of Form S-3 under the Securities Act of
1933 (the "Act") and has filed with the Securities and
Exchange Commission (the "Commission") one or more
registration statements on such Form (the file number or
file numbers of which are set forth in Schedule I hereto),
which have become effective, for the registration under the
Act of the Purchased Securities. Such registration
statement or registration statements, as amended at the date
of the Agreement, meet the requirements set forth in Rule
415(a)(1)(x) under the Act and comply in all other material
respects with said Rule. The Company proposes to file with
the Commission pursuant to Rule 424 under the Act a
supplement to the form of prospectus included in the most
recent such registration statement relating to the Purchased
Securities and the plan of distribution thereof and has
previously advised you of all further information (financial
and other) with respect to the Company to be set forth
therein. Such registration statement or registration
statements, including the exhibits thereto, as amended at
the date of this Agreement, is (or, if more than one, are
collectively) hereinafter called the "Registration
Statement"; such prospectus in the form in which it appears
in the Registration Statement is hereinafter called the
"Basic Prospectus"; and such supplemented form of
prospectus, in the form in which it shall be first filed
with the Commission pursuant to Rule 424 (including the
Basic Prospectus as so supplemented) is hereinafter called
the "Final Prospectus." Any preliminary form of the Final
Prospectus which has heretofore been filed pursuant to Rule
424 is hereinafter called the "Preliminary Final
Prospectus." Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer
to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed
under the Securities Exchange Act of 1934 (the "Exchange
Act") on or before the date of this Agreement, or the issue
date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be; and
any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement, the
Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the
filing of any document under the Exchange Act after the date
of this Agreement, or the issue date of the BasicProspectus,
any Preliminary Final Prospectus or the Final Prospectus, as
the case may be, deemed to be incorporated therein by
reference.
(b) As of the date hereof, when the Final
Prospectus is first filed pursuant to Rule 424 under the
Act, when, prior to the Closing Date (as hereinafter
defined), any amendment to the Registration Statement
becomes effective (including the filing of any document
incorporated by reference in the Registration Statement),
when any supplement to the Final Prospectus is filed with
the Commission and at the Closing Date, (i) the Registration
Statement, as amended as of any such time, the Final
Prospectus, as amended or supplemented as of any such time
and the Indenture will comply in all material respects with
the applicable requirements of the Act, the Exchange Act,
and the Trust Indenture Act of 1939 (the "Trust Indenture
Act") and the respective rules thereunder and (ii) neither
the Registration Statement, as amended as of any such time,
nor the Final Prospectus, as amended or supplemented as of
any such time, will contain any untrue statement of a
material fact or omit to state any material fact required to
be stated therein or necessary in order to make the
statements therein not misleading; provided, however, that
the Company makes no representations or warranties as to (i)
that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification
(Form T-1) of the Trustee under the Trust Indenture Act or
(ii) the information contained in or omitted from the
Registration Statement or the Final Prospectus or any
amendment thereof or supplement thereto in reliance upon and
in conformity with information furnished to the Company by
or on behalf of any Underwriter through the Representatives
specifically for use in the Registration Statement or the
Final Prospectus.
2. Purchase and Sale.Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto the principal amount of
Purchased Securities set forth opposite such Underwriter's
name in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment
for the Purchased Securities shall be made at the office, on
the date and at the time specified in Schedule I hereto (or
such later date not later than five business days after such
specified date as the Representatives shall designate),
which date and time may be postponed by agreement between
the Representatives and the Company or as provided in
Section 9 hereof (such date and time of delivery and payment
for the Securities being herein called the "Closing
Date").Delivery of a global certificate (the "Global Note")
representing the Purchased Securities shall be made to the
Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to
or upon the order of the Company by wire transfer of same-
day funds. The Global Note to be delivered to the
Representatives shall be deposited with and registered in
the name of Cede & Co., as nominee of the Depository Trust
Company ("DTC"). The interests of the owners of the Notes
will be represented by book entries on the records of DTC
and participating members thereof. Notes in definitive form
shall be available only under limited circumstances.
4. Agreements. The Company agrees with the
several Underwriters that:
(a) Prior to the termination of the offering of
the Purchased Securities, the Company will not file any
amendment of the Registration Statement or supplement
(including the Final Prospectus) to the Basic Prospectus
unless the Company has furnished you a copy for your review
prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, the Company will cause
the Final Prospectus to be mailed to the Commission for
filing pursuant to Rule 424 by first class, certified or
registered mail or will cause the Final Prospectus to be
filed with the Commission pursuant to said Rule. The
Company will promptly advise the Representatives (i) when
the Final Prospectus shall have been mailed to the
Commission for filing or filed with the Commission pursuant
to Rule 424, (ii) when any amendment to the Registration
Statement relating to the Purchased Securities shall have
become effective, (iii) of any request by the Commission for
any amendment of the Registration Statement or amendment of
or supplement to the Final Prospectus or for any additional
information, (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the
Company of any notification with respect to the suspension
or the qualification of the Purchased Securities for sale in
any jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a Prospectus relating to
the Purchased Securities is required to be delivered under
the Act, any event occurs as a result of which the Final
Prospectus as then amended or supplemented would include any
untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in
light of the circumstances under which they were made not
misleading, or if it shall be necessary to amend or
supplement the Final Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the
Company promptly will (i) prepare and file with the
Commission, subject to the first sentence of paragraph (a)
of this Section 4, an amendment or supplement which will
correct such statement or omission or an amendment which
will effect such compliance and (ii) supply any supplemented
prospectus to you in such quantities as you may reasonably
request.
(c) The Company will make generally available to
its securities holders and to the Representatives as soon as
practicable, but not later than 45 days after the end of the
12-month period beginning at the end of the current fiscal
quarter of the Company, an earnings statement (which need
not be audited) of the Company and its subsidiaries,
covering such 12-month period, which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under
the Act.
(d) The Company will furnish to the
Representatives and counsel for the Underwriters, without
charge, copies of the Registration Statement (including
exhibits thereto) and each amendment thereto which
shall become effective on or prior to the Closing Date and,
so long as delivery of a prospectus by an Underwriter or
dealer may be required by the Act, as many copies of any
Preliminary Final Prospectus and the Final Prospectus and
any amendments thereof and supplements thereto as the
Representatives may reasonably request. The Company will
pay the expenses of printing all documents relating to the
offering.
(e) The Company will arrange for the
qualification of the Purchased Securities for sale under the
laws of such jurisdictions as the Representatives may
designate, will maintain such qualifications in effect so
long as required for the distribution of the Purchased
Securities and will arrange for the determination of the
legality of the Purchased Securities for purchase by
institutional investors.
(f) Until the business day following the Closing
Date, the Company will not, without the consent of the
Representatives, offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, or announce
the offering of, any debt securities or warrants covered by
the Registration Statement or any other registration
statement filed under the Act.
5. Conditions to the Obligations of the
Underwriters. The obligations of the Underwriters to
purchase the Purchased Securities shall be subject to the
accuracy of the representations and warranties on the part
of the Company contained herein as of the date hereof, as of
the date of the effectiveness of any amendment to the
Registration Statement filed prior to the Closing Date
(including the filing of any document incorporated by
reference therein) and as of the Closing Date, to the
accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and
to the following additional conditions:
(a) No stop order suspending in whole or in part
the effectiveness of the Registration Statement, as amended
from time to time, shall have been issued and no proceedings
for that purpose shall have been instituted or threatened;
and the Final Prospectus shall have been filed or mailed for
filing with the Commission not later than 5:00 P.M., New
York City time, on the business day following the date
hereof.
(b) The Company shall have furnished to the
Representatives the opinion of its General Counsel, or of J.
▇▇▇▇▇▇ ▇▇▇▇▇, Esq., a Senior Counsel, Corporate and Finance,
of the Company, or such other counsel to the Company
reasonably acceptable to the Representatives, dated the
Closing Date, to the effect that:
(i) each of the Company and each subsidiary of the
Company that is a "significant subsidiary" as defined in
Rule 405 of Regulation C promulgated under the Act (each a
"Significant Subsidiary" and collectively the "Significant
Subsidiaries") has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the jurisdiction in which it is chartered or organized with
full corporate power and authority to own its properties and
conduct its business as described in the Final Prospectus,
and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each
jurisdiction which requires such qualification wherein it
owns or leases material properties or conducts material
business;
(ii) all the outstanding shares of capital
stock of each Significant Subsidiary have been duly and
validly authorized and issued and are fully paid and
nonassessable, and, except as otherwise set forth in the
Final Prospectus, all outstanding shares of capital
stock of the Significant Subsidiaries (except for
directors' qualifying shares) are owned by the Company
either directly or through wholly-owned subsidiaries
free and clear of any perfected security interest and,
to the knowledge of such counsel, after due inquiry, any
other security interests, claims, liens or encumbrances;
(iii) the Company's authorized equity
capitalization is as set forth in the Final Prospectus;
the Purchased Securities conform to the description
thereof contained in the Final Prospectus; and, if the
Purchased Securities are to be listed on the New York
Stock Exchange, authorization therefor has been given,
subject to official notice of issuance and evidence of
satisfactory distribution, or the Company has filed a
preliminary listing application and all required
supporting documents with respect to the Purchased
Securities with the New York Stock Exchange and such
counsel has no reason to believe that the Purchased
Securities will not be authorized for listing, subject
to official notice of issuance and evidence of
satisfactory distribution;
(iv) the Indenture has been duly
authorized, executed and delivered; the Indenture has been
duly qualified under the Trust Indenture Act; the Indenture
constitutes a valid and legally binding instrument
enforceable against the Company in accordance with its
terms, except that such enforcement may be subject to
applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights
generally and general principles of equity from time to time
in effect; and the Purchased Securities have been duly
authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters pursuant to
this Agreement, will constitute valid and legally binding
obligations of the Company entitled to the benefits of the
Indenture;
(v) to the best knowledge of such
counsel, there is no pending or threatened action, suit or
proceeding before any court or governmental agency,
authority or body or any arbitrator involving the Company or
any of its subsidiaries of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed in the Final Prospectus, and there is
no franchise, contract or other document of a character
required to be described in the Registration Statement or
Final Prospectus, or to be filed as an exhibit, which is not
described or filed as required; and the statements included
or incorporated in the Final Prospectus describing any legal
proceedings or material contracts or agreements relating to
the Company and its subsidiaries fairly summarize the
matters therein described;
(vi) the Registration Statement and any
amendments thereto have become effective under the Act;
the Final Prospectus has been filed in the manner and
within the time period required by Rule 424; to the
best knowledge of such counsel, no stop order suspending
in whole or in part the effectiveness of the
Registration Statement, as amended, has been issued, no
proceedings for that purpose have been instituted or
threatened, and the Registration Statement, the Final
Prospectus and each amendment thereof or supplement
thereto as of their respective effective or issue dates
(other than the financial statements and other financial
information contained therein as to which such counsel
need express no opinion) comply as to form in all
material respects with the applicable requirements of
the Act and the Exchange Act, and the respective rules
thereunder; and such counsel has no reason to believe
that each registration statement included in the
Registration Statement, or any amendment thereof, at the
time it became effective and at the date of this
Agreement, contained any untrue statement of a material
fact or omitted to state any material fact required to
be stated therein or necessary to make the statements
therein not misleading or that the Final Prospectus, as
amended or supplemented, includes any untrue statement
of a material fact or omits to state a material fact
necessary to make the statements therein, in light of
the circumstances under which they were made, not
misleading;
(vii) this agreement has been duly
authorized, executed and delivered by the Company;
(viii) no consent, approval,
authorization or order of any court or governmental agency
or body is required for the consummation of the transactions
contemplated herein, except such as have been obtained under
the Act and such as may be required under the blue sky laws
of any jurisdiction in connection with the purchase and
distribution of Purchased Securities by the Underwriters and
such other approvals (specified in such opinion) as have
been obtained;
(ix) neither the issue and sale of the
Purchased Securities, nor the consummation of any other of
the transactions herein contemplated nor the fulfillment of
the terms hereof will conflict with, result in a breach or
violation of, or constitute a default under the certificate
of incorporation or by-laws of the Company or the terms of
any indenture or other agreement or instrument known to such
counsel to which the Company or any of its Significant
Subsidiaries is a party or bound, or any order of any court,
regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of
its Significant Subsidiaries; and
(x) no holders of securities of the
Company have rights to the registration of such securities
under the Registration Statement.
In rendering such opinion, such counsel may rely
(A) as to matters involving the application of laws of any
jurisdictions other than the States of Delaware and New York
or the United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other counsel
of good standing believed to be reliable and who are
satisfactory to counsel for the Underwriters and (B) as to
matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and
public officials.
(c) The Representatives shall have received from
Cravath, Swaine & ▇▇▇▇▇, counsel for the Underwriters, such
opinion or opinions, dated the Closing Date, with respect to
the issuance and sale of the Purchased Securities, the
Indenture, the Registration Statement, the Final Prospectus
and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to
such counsel such documents as they request for the purpose
of enabling them to pass upon such matters.
(d) The Company shall have furnished to the
Representatives a certificate of the Company signed by the
Chief Financial Officer, the Treasurer, any Assistant
Treasurer or the Controller of the Company, dated the
Closing Date, to the effect that the signer of such
certificate has carefully examined the Registration
Statement, the Final Prospectus and this Agreement and that:
(i) the representations and warranties
of the Company in this Agreement are true and correct in all
material respects on and as of the Closing Date with the
same effect as if made on the Closing Date and the Company
has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or
prior to the Closing Date;
(ii) no stop order suspending in whole
or in part the effectiveness of the Registration Statement,
as amended, has been issued and no proceedings for that
purpose have been instituted or, to their knowledge,
threatened; and
(iii) since the date of the most recent
financial statements included in the Final Prospectus, there
has been no material adverse change in the condition
(financial or other), earnings, business or properties of
the Company and its Significant Subsidiaries, whether or not
arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the
Final Prospectus.
(e) At the Closing Date, Price Waterhouse LLP
shall have furnished to the Representatives a letter or
letters (which may refer to letters previously delivered
to one or more of the Representatives), dated as of the
Closing Date, in form and substance satisfactory to the
Representatives, confirming that they are independent
accountants within the meaning of the Act and the Exchange
Act and the respective applicable published rules and
regulations thereunder, that the response to Item 10 of
the Registration Statement is correct insofar as it
relates to them and stating in effect that:
(i) in their opinion the audited
financial statements, including financial statement
schedules, if any, incorporated in the Registration
Statement and the Final Prospectus audited by them
comply as to form in all material respects with the
applicable accounting requirements of the Act and the
Exchange Act and the related published rules and
regulations with respect to registration statements on
Form S-3;
(ii) as indicated in their reports, they
have made reviews in accordance with standards established
by the American Institute of Certified Public Accountants of
any unaudited interim consolidated data incorporated in the
Registration Statement and the Final Prospectus;
(iii) on the basis of certain specified
procedures (but not an audit in accordance with
generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect
to the comments set forth in such letter consisting of a
reading of the minutes of the meetings of the
stockholders, directors and the retirement plans and
audit committees of the Company through a specified date
not more than five business days prior to the date of
delivery of such letter; a reading of any unaudited
interim consolidated financial data of the Company
incorporated in the Registration Statement and the Final
Prospectus and the latest consolidated financial data
made available by the Company; and inquiries of certain
officials of the Company who have responsibility for
financial and accounting matters of the Company and its
subsidiaries, nothing came to their attention which
caused them to believe that:
(1) any unaudited interim
financial data included or incorporated in the Registration
Statement and the Final Prospectus do not comply in all
material respects with the applicable accounting
requirements of the Exchange Act as it applies to Form 10-Q
and the published rules and regulations thereunder or are
not stated on a basis substantially consistent with that of
the audited financial statements included or incorporated in
the Registration Statement and the Final Prospectus; or
(2) with respect to the period subsequent to the date
of the most recent financial statements incorporated in the
Registration Statement and the Final Prospectus, there were
any changes, at a specified date not more than five business
days prior to the date of the letter, in the long-term debt
of the Company and its subsidiaries or capital stock of the
Company or decreases in the shareholders' equity of the
Company and its subsidiaries as compared with the amounts
shown on the most recent consolidated balance sheet included
or incorporated in the Registration Statement and the Final
Prospectus, or for the period from the date of the most
recent financial statements incorporated in the Registration
Statement and the Final Prospectus to such specified date,
if such information is available for such period, there were
any decreases, as compared with the corresponding period in
the preceding year, in net sales, in income from continuing
operations before taxes on income, income from continuing
operations, net income, earnings applicable to common stock
or earnings per share of common stock, of the Company and
its consolidated subsidiaries, except in all instances for
changes or decreases set forth in such letter, in which case
the letter shall be accompanied by an explanation by the
Company as to the significance thereof unless said
explanation is not deemed necessary by the Representatives;
and
(3) the letter shall also state that
they have carried out certain other specified procedures,
not constituting an audit, with respect to certain amounts,
percentages and financial information which are included or
incorporated by reference in the Registration Statement and
the Final Prospectus and which are specified by the
Representatives, and have found such amounts, percentages
and financial information to be in agreement with the
relevant accounting, financial and other records of the
Company and its subsidiaries identified in such letter.
(f) Subsequent to the respective dates as of
which information is given in the Registration Statement and
the Final Prospectus, there shall not have been (i) any
change or decrease specified in the letter or letters
referred to in paragraph (e) of this Section 5 or (ii) any
change, or any development involving a prospective change,
in or affecting the business or properties of the Company
and its Significant Subsidiaries the effect of which, in any
case referred to in clause (i) or (ii) above, is, in the
judgment of the Representatives, so material and adverse as
to make it impractical or inadvisable to proceed with the
offering or the delivery of the Purchased Securities as
contemplated by the Registration Statement and the Final
Prospectus.
(g) Subsequent to the execution of this
Agreement, there shall not have been any decrease in the
rating of any of the Company's debt securities by any
"nationally reorganized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Act) or
any notice given of any intended or potential decrease in
any such rating or of a possible change in any such rating
that does not indicate the direction of the possible
change.
(h) Prior to the Closing Date, the Company shall
have furnished to the Representatives such further
information, certificates and documents as the
Representatives may reasonably request.
If any of the conditions specified in this Section
5 shall not have been fulfilled in all material respects
when and as provided in this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in
this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing
Date by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
The documents required to be delivered by this
Section 5 shall be delivered at the office of Cravath,Swaine
& ▇▇▇▇▇, counsel for the Underwriters, at Worldwide Plaza,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the Closing Date.
6. Expenses. The Company covenants and agrees
with the several Underwriters that the Company will pay or
cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in
connection with the registration of the Purchased Securities
under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration
Statement, any Preliminary Final Prospectus and the Final
Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to the Underwriters
and dealers; (ii) the cost of printing or producing any
Agreement among Underwriters, this Agreement, the Indenture,
the blue sky and legal investment memoranda and any other
documents in connection with the offering, purchase, sale
and delivery of the Purchased Securities; (iii) all expenses
in connection with the qualification of the Purchased
Securities for offering and sale under state securities laws
as provided in Section 4(e) hereof, including the fees and
disbursements of counsel for the Underwriters in connection
with such qualification and in connection with the blue sky
and legal investment surveys; (iv) any fees charged by
securities rating services for rating the Purchased
Securities; (v) the filing fees incident to any required
review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Purchased
Securities;(vi) the cost of preparing the Purchased
Securities; (vii) the fees and expenses of the Trustee and
any agent of the Trustee, and the fees and disbursements of
counsel for the Trustee in connection with the Indenture and
the Purchased Securities; and (viii) all other costs and
expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for
in this Section. It is understood, however, that, except as
provided in this Section, Section 7 and Section 8 hereof,
the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer
taxes on resale of any of the Purchased Securities by them,
and any advertising expenses connected with any offers they
may make.
7. Reimbursement of Underwriters' Expenses. If
the sale of the Purchased Securities provided for herein is
not consummated because any condition to the obligations of
the Underwriters set forth in Section 5 hereof is not
satisfied or because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or
comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all out-
of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of
the Purchased Securities.
8. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each
Underwriter, the directors, officers, employees and agents
of each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other
Federal or State statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of a material fact contained in any registration
statement included in the Registration Statement for the
registration of the Purchased Securities as originally filed
or in any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, or in
any amendment thereof or supplement thereto or arise out of
or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any
legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
(i) the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any
Underwriter through the Representatives specifically for use
therein, and (ii) such indemnity with respect to the Basic
Prospectus or any Preliminary Final Prospectus shall not
inure to the benefit of any Underwriter (or any person
controlling such Underwriter) to the extent that any such
loss, claim, damage or liability of such Underwriter results
from the fact that such Underwriter sold Purchased
Securities to a person to whom there was not sent or given a
copy of the Final Prospectus (or the Final Prospectus as
amended or supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the
sale of such Purchased Securities to such person in any case
where such delivery is required by the Act if the Company
has previously furnished copies thereof to such
Underwriter. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to
indemnify and hold harmless the Company, each of its
directors, officers, employees and agents, each of its
officers who signs the Registration Statement, and each
person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter,
but only with reference to written information relating to
such Underwriter furnished to the Company by or on behalf of
such Underwriter through the Representatives specifically
for use in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to
any liability which any Underwriter may otherwise have. The
Company acknowledges that the statements set forth in the
first sentence of the last paragraph of the cover page, in
the first paragraph on page S-2, and in the third paragraph,
the second sentence of the fourth paragraph, the fifth
paragraph and the last paragraph under the heading
"Underwriting" in any Preliminary Final Prospectus or the
Final Prospectus constitute the only information furnished
by or on behalf of the several Underwriters for inclusion in
the documents referred to in the foregoing indemnity, and
you, as the Representatives, confirm that such statements
are correct.
(c) Promptly after receipt by an indemnified
party under this Section 8 of notice of the commencement of
such action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the failure so to
notify the indemnified party will not relieve it from any
liability which it may have to an indemnified party
otherwise than under this Section 8. In case any such
action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties
which are different from or additional to those available to
the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert
such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election to so assume
the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable
to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the
case of paragraph (a) of this Section 8, representing the
indemnified parties under such paragraph (a) who are parties
to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying
party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification
provided for in paragraph (a) of this Section 8 is due in
accordance with its terms but is for any reason held by a
court to be unavailable on grounds of policy or otherwise,
the Company and the Underwriters shall contribute to the
aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection
with investigating or defending the same) to which the
Company and one or more of the Underwriters may be subject
in such proportion so that the Underwriters are responsible
for that portion represented by the percentage that the
underwriting discount bears to the sum of such discount and
the purchase price of the Purchased Securities specified in
Schedule I hereto and the Company is responsible for the
balance; provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement
among Underwriters relating to the offering of the Purchased
Securities) be responsible for any amount in excess of the
underwriting discount applicable to the Purchased Securities
purchased by such Underwriter hereunder and (z) no person
guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section
8, each person who controls an Underwriter within the
meaning of either the Act or the Exchange Act shall have the
same rights to contribution as such Underwriter, and each
person who controls the Company within the meaning of either
the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each
director of the Company shall have the same rights to
contribution as the Company, subject in each case to clause
(z) of this paragraph (d). Any party entitled to
contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be
made against another party or parties under this paragraph
(d), notify such party or parties from whom contribution may
be sought of the commencement thereof, but the omission to
so notify such party or parties shall not relieve the party
or parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise
than under this paragraph (d).
9. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Purchased Securities agreed to be purchased by such
Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of
its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay
for (in the respective proportions which the amount of
Purchased Securities set forth opposite their names in
Schedule II hereto bears to the aggregate amount of
Purchased Securities set forth opposite the names of all the
remaining Underwriters) the Purchased Securities which the
defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the
aggregate amount of Purchased Securities which the
defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of
Purchased Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all,
but shall not be under any obligation to purchase any, of
the Purchased Securities, and if such nondefaulting
Underwriters do not purchase all the Purchased Securities,
this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. In the event of a
default by any Underwriter as set forth in this Section 9,
the Closing Date shall be postponed for such period, not
exceeding seven days, as the Representatives shall determine
in order that the required changes in the Registration
Statement and the Final Prospectus or in any other documents
or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject
to termination in the absolute discretion of the
Representatives by notice given to the Company prior to
delivery of and payment for the Purchased Securities if
prior to such time (i) trading in the Company's Common Stock
shall have been suspended by the Commission or the New York
Stock Exchange or trading in securities generally on the New
York Stock Exchange shall have been suspended or limited or
minimum prices shall have been established on such Exchange,
(ii) a banking moratorium shall have been declared either by
Federal or New York State authorities or (iii) there shall
have occurred any outbreak or material escalation of major
hostilities in which the United States is involved, or a
declaration of war by the Congress of the United States, or
other substantial national or international calamity or
crisis the effect of which on the financial markets of the
United States is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed
with the offering or delivery of the Purchased Securities as
contemplated by the Final Prospectus.
11. Representations and Indemnities to Survive.
The respective agreements, representations, warranties,
indemnities and other statements of the Company or its
officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf
of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the
Purchased Securities. The provisions of Sections 7 and 8
hereof shall survive the termination or cancellation of this
Agreement.
12. Authority of Representatives; Notice. In all
dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to
act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made by you jointly
or by ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. on behalf of you as the
Representatives.
All communications hereunder will be in writing
and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telecopied and
confirmed to them, at ▇▇▇▇▇▇▇, Sachs & Co., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (telephone: (▇▇▇) ▇▇▇-▇▇▇▇
telecopy: (▇▇▇) ▇▇▇-▇▇▇▇) Attention: Registration
Department; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
(telephone: ▇▇▇-▇▇▇-▇▇▇▇; telecopy: 973-455-5189) Attention:
Assistant Treasurer.
13. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors,
employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have rights or
obligations hereunder.
14. Applicable Law. This Agreement will be
governed by and construed in accordance with the laws of the
State of New York, without regard to the choice of laws
provisions thereof.
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement among
the Company and the several Underwriters.
Very truly yours,
ALLIEDSIGNAL INC.
By:____________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Treasurer
The foregoing Agreement is hereby confirmed and accepted as
of the date specified in Schedule I hereto.
▇▇▇▇▇▇▇, SACHS & CO.
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
SALOMON BROTHERS INC
As Representatives of the Several
Underwriters named in Schedule II
attached hereto.
By:__________________________
(▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.)
SCHEDULE I
Underwriting Agreement dated January 29, 1998
Registration Statement Nos. 33-64245 and 33-14071
Representatives:
▇▇▇▇▇▇▇, Sachs & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Salomon Brothers Inc
Seven ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Closing Date, Time and Location: February 3, 1998, 11:00
a.m., at the offices of Cravath, Swaine & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
Sale, Purchase Price and Description of Purchased Debt
Securities:
Title: 6.20% Notes Due February 1, 2008
Principal amount and currency: U.S. $200,000,000
Purchase price: 99.216% of principal amount, plus
accrued interest, if any, from February 3, 1998
Interest rate: 6.20%
Interest payment dates: Semiannually on February 1 and
August 1, commencing August 1, 1998
Maturity: February 1, 2008
Sinking fund provisions: None
Bearer or registered: Registered book-entry form in
denominations of $1,000 and any integral multiple of $1,000.
Other provisions: As set forth in the Prospectus
Supplement dated January 29, 1998
Optional Redemption
The Notes will be redeemable, in whole or in part, at
the option of the Company at any time at a redemption price
equal to the greater of (i) 100% of the principal amount of
such Notes of (ii) the sum of the present values of the
remaining scheduled payments of principal and interest
thereon (not including the portion of any such payments of
interest accrued as of the redemption date) discounted to
the redemption date on a semiannual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (determined on the third Business Day
preceding such redemption date), plus, in each case, accrued
and unpaid interest thereon to the redemption date.
"Adjusted Treasury Rate" means (i) the arithmetic mean
of the yields under the heading "Week Ending" published in
the Statistical Release most recently published prior to the
date of determination under the caption "Treasury Constant
Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the
redemption date, of the principal being redeemed plus (ii)
0.10%. If no maturity set forth under such heading exactly
corresponds to the maturity of such principal, yields for
the two published maturities most closely corresponding to
the maturity of such principal shall be calculated pursuant
to the immediately preceding sentence, and the Adjusted
Treasury Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding in each of
the relevant periods to the nearest month.
"Statistical Release" means the statistical release
designated "H.15(519)" or any successor publication which is
published weekly by the Federal Reserve System and which
establishes yields on actively-traded United States
government securities adjusted to constant maturities, or,
if such statistical release is not published at the time of
any determination under the terms of the Notes, then such
other reasonably comparable index which shall be designated
by the Company.
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.
I-2
SCHEDULE II
Principal
Amount
Underwriter of Purchased
Securities
▇▇▇▇▇▇▇, Sachs & Co. ....................$ 66,700,000
▇.▇. ▇▇▇▇▇▇ Securities Inc. .............. 66,650,000
Salomon Brothers Inc .................... 66,650,000
Total...............................$200,000,000