Exhibit 1
United Technologies Corporation
Debt Securities, Debt Warrants,
Currency Warrants and Stock-Index Warrants
FORM OF
UNDERWRITING AGREEMENT
----------------------
[Date]
[Names and addresses of Underwriters]
Ladies and Gentlemen:
United Technologies Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell from time to time (i) certain of its debt securities
("Debt Securities") [, including Debt Securities convertible into Common Stock
("Stock") of the Company ("Convertible Debt Securities")]* and/or (ii) warrants
to purchase Debt Securities ("Debt Warrants" and the Debt Securities issuable
upon exercise of Debt Warrants, "Warrant Securities") and/or (iii) warrants to
receive from the Company the cash value in U.S. dollars of the right to purchase
or sell foreign currencies or units of two or more currencies ("Currency
Warrants") and/or (iv) warrants entitling the holders thereof to receive, upon
exercise, an amount in cash determined by reference to increases or decreases in
the level of a specified stock Index which may be based on U.S. or foreign
stocks or combination thereof ("Stock-Index Warrants"), registered under the
registration statement or statements referred to in Section 1(a) (together, the
"Securities"). The Debt Securities will be issued under an Amended and Restated
Indenture, dated as of May 1, 2001, as modified by the Trust Indenture Act of
1939, as amended (the "Indenture"), between the Company and The Bank of New
York, Trustee, and the Debt Warrants, the Currency Warrants and the Stock-Index
Warrants will be issued under one or more separate warrant agreements (each a
"Warrant Agreement") between the Company and one or more separate institutions,
as warrant agent, each as identified in the separate Warrant Agreement
respecting the Debt Warrants, the Currency Warrants or the Stock-Index Warrants
covered thereby (each a "Warrant Agent"). The particular terms of any issuance
of Securities will be determined at the time of offering. Debt Securities, Debt
Warrants, Currency Warrants and Stock-Index Warrants may be offered together or
separately, and if offered together, the Debt Warrants, Currency Warrants and
Stock-Index Warrants may detach from the Debt Securities after the time of
offering. The Company intends to enter into one or more Pricing Agreements
(each a "Pricing Agreement" and together the "Pricing Agreements") in the form
of Annex I hereto, with such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the firms named in Schedule I to the applicable Pricing
Agreement (such firms constituting the "Underwriters" with respect to such
Pricing Agreement and the securities specified therein) the particular
Securities specified in Schedule II to such Pricing Agreement (with respect to
each such Pricing Agreement, the "Designated Securities"). Each Pricing
Agreement shall constitute an agreement by the Company and the Underwriters to
be bound by all of the provisions of this Underwriting Agreement.
_________________________
* [Bracketed provisions are applicable to offerings of Convertible Debt
Securities only; include such provisions only if the Designated Securities are
Convertible Debt Securities.]
1. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, the Underwriters with respect to each offering
of Designated Securities that:
(a) One or more registration statements on Form S-3 in respect of the
Securities [and the shares of the Stock issuable upon conversion of
the Convertible Debt Securities]* have been filed with the Securities
and Exchange Commission (the "Commission") and have become effective.
Each such registration statement (including the material incorporated
therein by reference and all exhibits thereto but excluding the
Form T-1), as amended at the time of any Pricing Agreement is
hereinafter referred to, with respect to the transaction contemplated
by such Pricing Agreement, as a "Registration Statement" and
collectively such registration statements are referred to as the
"Registration Statements". The prospectus then forming a part of the
Registration Statements or deemed to meet the requirements thereof
(including the material incorporated therein by reference), as then
amended, and as supplemented to reflect the terms of the Designated
Securities and the terms of offering thereof, and any other material
reflected in such supplement, in the form in which it is first filed,
or mailed for filing with the Commission pursuant to Rule 424 of the
Securities Act of 1933, as amended (the "Act"), including any
documents incorporated by reference therein as of the date of such
filing or mailing, is hereinafter referred to as the "Prospectus" and
such supplement is hereinafter referred to as the "Supplement".
(b) On its effective date and on the effective date of the most
recent post-effective amendment thereto, each registration statement
relating to the Securities (including the material incorporated
therein by reference) conformed in all material respects with the
requirements of the Act, the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and the rules and regulations of the
Commission (the "Rules and Regulations"), and did not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, and, on the date of each Pricing Agreement and
each time each Registration Statement is amended, each Registration
Statement as then amended, and, each time the Prospectus is amended,
on the date of each supplement thereto and on the date of the
Supplement, the Prospectus as then amended or supplemented, will
conform in all material respects with the requirements of the Act, the
Trust Indenture Act and the Rules and Regulations and will not include
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading, except that the foregoing does not apply to
statements in or omissions from any such documents based upon
information furnished to the Company in writing by any Underwriter
expressly for use therein.
[(c) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the
Company have been duly authorized and validly issued and are fully
paid and non-assessable; the shares of Stock initially issuable upon
conversion of the Designated Securities have been duly authorized and
reserved for issuance and, when issued and delivered in accordance
with the provisions of the Designated Securities and the Indenture,
will be validly issued, fully paid and non-assessable and will conform
to the description of the Stock contained in the Prospectus.]*
2. Purchase and Offering. (a) Particular sales of Designated Securities
may be made from time to time to the Underwriters of such Securities for whom
the firm or firms designated as representatives of the Underwriters of such
Securities in the Pricing Agreement relating thereto
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will act as representatives, which may include all such Underwriters in the
absence of a syndicate (the "Representatives"). This Underwriting Agreement,
alone, shall not be construed as an obligation of the Company to sell any of the
Securities or as an obligation of any Underwriters to purchase any of the
Securities. Such obligation shall come into existence only upon execution, by
the Company and the Representatives named therein, of the Pricing Agreement with
respect to the Designated Securities specified therein. Each Pricing Agreement
shall specify the firms which will be Underwriters and their Representatives,
the principal amount and/or the number of the Securities to be purchased by each
Underwriter, the purchase price to be paid by the Underwriters, the initial
public offering price, the terms of the Designated Securities not already
specified in the Indenture, including, but not limited to, as applicable,
currency in which denominated and/or payable, interest rate, maturity,
redemption provisions and sinking fund requirements (if any), or not already
specified in the Warrant Agreement and whether any of the Designated Securities
may be sold pursuant to Delayed Delivery Contracts ("Delayed Delivery
Contracts"). Each Pricing Agreement shall also specify the date, time and manner
of delivery and payment for the Designated Securities. A Pricing Agreement shall
be in the form of an executed writing (which may be in counterparts), and may be
evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and each
Pricing Agreement shall be several and not joint.
(b) Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Supplement relating to such Designated Securities.
(c) Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in definitive form to the extent
practicable (unless otherwise provided in the Pricing Agreement), and in such
authorized denominations and, if applicable, registered in such names as the
Representatives may request upon at least forty-eight hours' prior notice to the
Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks or otherwise as specified in such Pricing
Agreement, payable to the order of the Company in the funds specified in such
Pricing Agreement, all at the place and time and date specified in such Pricing
Agreement with respect to Designated Securities not being sold pursuant to
Delayed Delivery Contracts, or at such other place and time and date as the
Representatives and the Company may agree upon in writing, such time and date
being herein called the "Time of Delivery" for such Designated Securities.
3. Covenants of the Company. In connection with each offering of
Designated Securities, the Company covenants and agrees with the Underwriters:
(a) To make no further amendment or any supplement to any
Registration Statement or Prospectus after the date of the Pricing
Agreement relating to such Securities and prior to the Time of
Delivery for such Securities which shall be reasonably disapproved by
the Representatives for such Securities promptly after reasonable
notice thereof; to advise the Representatives promptly of any such
amendment or supplement after such Time of Delivery and furnish the
Representatives with copies thereof and to file promptly all reports
and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section 13(a) or
(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Securities, and during
such same period to advise the Representatives, promptly after it
receives
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notice thereof, (i) of the time when any amendment to any Registration
Statement has become effective or any supplement to the Prospectus or
any amended Prospectus has been filed, (ii) of the issuance by the
Commission of any stop order or of any order preventing or suspending
the use of any Prospectus, (iii) of the suspension of the
qualification of such Securities [or the shares of Stock issuable upon
conversion thereof]* for offering or sale in any jurisdiction, (iv) of
the initiation or threatening of any proceeding for any such purpose,
or (v) of any request by the Commission for the amending or
supplementing of any Registration Statement or Prospectus or for
additional information; and in the event of the issuance of any such
stop order or of any such order preventing or suspending the use of
any Prospectus or suspending any such qualification, to use promptly
its best efforts to obtain its withdrawal.
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities [and
the shares of Stock issuable upon conversion thereof]* for offering
and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of such Securities, provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any
jurisdiction.
(c) To furnish the Underwriters with copies of the Prospectus in such
quantities as the Representatives may from time to time reasonably
request, and, if the delivery of a prospectus is required at any time
prior to the expiration of nine months after the date of the Pricing
Agreement in connection with the offering or sale of such Securities
and [the shares of Stock issuable upon conversion thereof and]* if at
such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is
delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated
by reference in the Prospectus in order to comply with the Act or the
Trust Indenture Act, to notify the Representatives and upon their
request to file such document and to prepare and furnish without
charge to each Underwriter and to any dealer in securities as many
copies as the Representatives may from time to time reasonably request
of an amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance.
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the
date of each Pricing Agreement, an earnings statement of the Company
and its consolidated subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and the Rule and Regulations
of the Commission thereunder (including, at the option of the Company,
Rule 158 of the Act).
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and
including the earlier of (i) the termination of trading restrictions
on such Designated Securities, of which termination the
Representatives agree to give the Company prompt notice confirmed in
writing, and (ii) the Time of Delivery for such Designated Securities,
not to offer, sell, contract to sell or otherwise dispose of any debt
securities, and, if the Designated Securities include Debt Warrants,
debt warrants to purchase debt securities, of the Company which mature
more than one year after such Time of Delivery and which are
substantially similar to such Designated Securities, and, if the
Designated Securities include
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Currency Warrants or Stock-Index Warrants, currency warrants which are
substantially similar to the Currency Warrants or Stock-Index Warrants
which are substantially similar to the stock-index warrants,
respectively, in all cases without the prior written consent of the
Representatives, except pursuant to arrangements of which the
Representatives have been advised by the Company prior to the time of
execution of such Pricing Agreement, which advice is confirmed in
writing to the Representatives by the end of the business day
following the date of such Pricing Agreement. [In addition, during the
period beginning from the date of the Pricing Agreement for such
Designated Securities and continuing to and including the date 30 days
after the date of such Pricing Agreement (the "Lock-Up Period"), not
to offer, sell, contract to sell or otherwise dispose of any Stock or
any other common equity securities of the Company (including any
securities that are convertible into or exchangeable for, or that
represent the right to receive, Stock or any other common equity
securities of the Company), in all cases without the prior written
consent of [the lead Underwriter], other than (i) pursuant to employee
stock ownership or stock purchase plans, employee stock option plans,
employee stock award programs, long-term incentive plans or other
employee benefit plans or programs, employment agreements or dividend
reinvestment and stock purchase plans existing on the date of this
Agreement; (ii) upon the conversion, exchange or exercise of
convertible or exchangeable securities, options or warrants
outstanding as of the date of this Agreement; or (iii) as
consideration for the acquisition (pursuant to merger or otherwise) of
one or more entities, in exchange for securities or assets of such
entity or entities, provided that, with respect to clause (iii) of
this sentence, in the case of Stock or other common equity securities
issued during the Lock-Up Period in transactions that are exempt from
registration under the Act, the persons to whom such Stock or other
common equity securities are so issued shall have agreed with the
Company, for the benefit of the Underwriters, not to offer, sell,
contract to sell or otherwise dispose of any such Stock or other
common equity securities (directly or indirectly, including by means
of any short sale) during the Lock-Up Period.]*
(f) To pay all expenses incident to the performance of the Company's
obligations under this Agreement, and to reimburse the Underwriters
for any expenses (including fees and disbursements of counsel)
incurred in connection with qualifications of the Designated
Securities [and the shares of Stock issuable upon conversion thereof]*
for sale and determination of their eligibility for investment under
the laws of such jurisdictions as the Representatives designate and
the printing of memoranda relating thereto and for any fees charged by
investment rating agencies for rating of the Designated Securities.
[(g) To reserve and keep available at all times, free of preemptive
rights, shares of Stock for the purpose of enabling the Company to
satisfy any obligation to issue shares of its Stock upon conversion of
the Designated Securities.
(h) To use its best efforts to list, subject to notice of issuance,
the shares of Stock issuable upon conversion of the Designated
Securities on the New York Stock Exchange.]*
4. Conditions. The obligations of the Underwriters of any Designated
Securities hereunder shall be subject, in the discretion of the Representatives,
to the accuracy of the representations and warranties on the part of the Company
herein, to the performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statements shall have been issued and no proceeding for that purpose
shall have been initiated or threatened by the Commission.
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(b) Counsel for the Underwriters, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, shall have
furnished to the Representatives an opinion or opinions, dated the
Time of Delivery of such Designated Securities, as to the
incorporation of the Company, [the authorized capitalization and
capital stock of the Company,]* the Designated Securities [and the
shares of Stock issuable upon conversion of the Designated
Securities],* the Indenture and any Warrant Agreement, the
Registration Statements and Prospectus (and any amendments or
supplements thereto) and such other matters as the Representatives may
reasonably request, in form and substance reasonably satisfactory to
them.
(c) Counsel for the Company, Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇,
shall have furnished to the Representatives an opinion, dated the Time
of Delivery of such Designated Securities, as to the incorporation of
the Company, [the authorized capitalization and capital stock of the
Company,]* the Designated Securities [and the shares of Stock issuable
upon conversion of the Designated Securities],* the Indenture and any
Warrant Agreement, the Registration Statements and Prospectus (and any
amendments or supplements thereto) and such other matters as the
Representatives may reasonably request, in form and substance
reasonably satisfactory to them.
(d) The independent accountants of the Company who have certified the
consolidated financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statements
shall have furnished to the Representatives a letter or letters, dated
the Time of Delivery of such Designated Securities, in form and
substance satisfactory to the Representatives, to the effect set forth
in Exhibit A hereto, and as to such other matters as the
Representatives and the Company may have agreed upon at or prior to
the execution of the Pricing Agreement.
(e) Since the respective dates as of which information is given in
the Prospectus there shall not have been any change in the financial
position, shareowners' equity, results of operations, business,
operations or properties of the Company and its subsidiaries,
otherwise than as set forth or contemplated in the Prospectus, the
effect of which is, when viewed in relation to the Company and its
subsidiaries taken as a whole, in the reasonable judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in
the Prospectus.
(f) Subsequent to the date of the Pricing Agreement relating to the
Designated Securities, no downgrading shall have occurred in the
rating accorded to the Company's senior debt securities by ▇▇▇▇▇'▇
Investors Service, Inc. or Standard & Poor's Corporation.
(g) Subsequent to the execution and delivery of the Pricing Agreement
relating to the Designated Securities, there shall not have occurred
any of the following: (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
hostilities or other calamity or crisis if the effect of any such
event described in this clause (iii) on the financial markets of the
United States, in the reasonable judgment of the Representatives,
makes it impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Securities on the terms and
in the manner contemplated in the Prospectus.
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(h) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities
certificates of officers of the Company satisfactory to the
Representatives as to the accuracy of the representations and
warranties of the Company herein at and as of such Time of Delivery,
as to the performance by the Company of all of its obligations
hereunder to be performed at or prior to such Time of Delivery, and as
to such other matters as the Representatives may reasonably request.
(i) If the Designated Securities include Currency Warrants or Stock-
Index Warrants, such warrants shall have been duly listed, subject to
notice of issuance, on a "national securities exchange" as such term
is defined in the Securities Exchange Act of 1934, as amended.
[(j) The shares of Stock issuable upon conversion of the Designated
Securities shall have been duly listed, subject to notice of issuance,
on the New York Stock Exchange.]*
5. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, the Prospectus or any amendment or supplement thereto,
or any related preliminary prospectus supplement (or contained in any
Registration Statement after it first becomes effective but prior to the Pricing
Agreement or in any prospectus forming a part thereof during such period), 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 will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim; provided, however,
that the Company shall 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 an untrue
statement or alleged untrue statement or omission or alleged omission made in
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter, directly or through the
Representatives, expressly for use therein; and provided, further, that the
Company shall not be liable to any Underwriter under the indemnity agreement in
this subsection (a) to the extent that any such loss, claim, damage or liability
of such Underwriter results from the fact that such Underwriter sold Securities
to a person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus or the Prospectus as then
amended or supplemented (excluding documents incorporated by reference) in any
case where such delivery is required by the Act and the untrue statement or
omission of a material fact contained in the Prospectus, any such amendment or
supplement thereto or any such other document was corrected in the Prospectus or
the Prospectus as then amended or supplemented if the Company has furnished
prior to such confirmation sufficient copies thereof to such Underwriter.
(b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, the Prospectus or any amendment or supplement thereto,
or any related preliminary prospectus supplement, 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,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged
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omission was made in reliance upon and in conformity with written information
furnished to the Company by such Underwriter, directly or through the
Representatives, expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of any claim or of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing thereof. The omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party,
provided that, in the case of any such omission relating to the commencement of
an action, such omission shall relieve the indemnifying party of liability under
such subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall 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 or
other indemnified parties, or both, 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 or its election so to 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 such subsection for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof (other than reasonable costs of investigation conducted
at the request of such indemnifying party) 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 such indemnifying party,
representing the indemnified parties under such subsection 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) If the indemnification provided for in this Section 5 shall be
unavailable to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Designated Securities and also the relative fault of the Company
on the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other in connection with the offering of
the Designated Securities shall be deemed to be in the same proportion as the
total net proceeds from the offering of such Securities (before deducting
expenses) received by the Company bears to the total underwriting discounts and
commissions received by the Underwriters in respect thereof, in each case as set
forth on the cover page of the Prospectus.
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The relative fault shall be determined by reference to, among other things,
whether the indemnified party failed to give the notice required under
subsection (c) above, including the consequences of such failure, and whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company on the one hand or the Underwriters on the other and the relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission, of the Company on the one hand and the Underwriters,
directly or through the Representatives, on the other hand. With respect to any
Underwriter, such relative fault shall also be determined by reference to the
extent (if any) to which such losses, claims, damages or liabilities (or actions
in respect thereof) result from the fact that such Underwriter sold Securities
to a person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus or the Prospectus as then
amended or supplemented (excluding documents incorporated by reference) if the
Company has furnished prior to such confirmation copies thereof to such
Underwriter.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by
per-capita allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the applicable Designated
Securities, underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. 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. The obligations of the Underwriters in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.
(e) The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act, and the obligations of the
Underwriters under this Section 5 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who signs the Registration Statement and to each person, if any, who
controls the Company within the meaning of the Act.
6. Default of Underwriters. (a) If any Underwriter shall default in its
obligation to purchase the Designated Securities which it has agreed to purchase
under the Pricing Agreement relating to such Designated Securities, the
Representatives may in their discretion arrange for themselves or another party
or other parties to purchase such Designated Securities on the terms contained
herein. If within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Designated Securities,
then the Company shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties satisfactory to the
Representatives to purchase such Designated Securities on such terms. In the
event that, within the respective prescribed periods, the Representatives notify
the Company that they have so arranged for the purchase of such Designated
Securities, or the Company notifies the Representatives that it has so arranged
for the purchase of such Designated Securities, the
9
Representatives or the Company shall have the right to postpone the Time of
Delivery for such Designated Securities for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statements or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments or
supplements to the Registration Statements or the Prospectus which in the
opinion of the Representatives may thereby be made necessary. The term
"Underwriter" as used in the Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to the Pricing Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives or the Company, or both, as provided in subsection (a) above,
the aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each non-
defaulting Underwriter to purchase its pro rata share (based on the principal
amount of Designated Securities which such Underwriter agreed to purchase under
such Pricing Agreement) of the Designated Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default. As used in this subsection (b) and in subsection (c) below of this
Section 6, the "aggregate principal amount" of Designated Securities shall mean
the aggregate principal amount of the Designated Securities that are Debt
Securities plus the public offering price, if any, of any Debt Warrants,
Currency Warrants or Stock-Index Warrants included in the Designated Securities.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives or the Company, or both, as provided in subsection (a) above,
the aggregate principal amount of Designated Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of the
Designated Securities, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Underwriters to purchase
Designated Securities of a defaulting Underwriter or Underwriters, then the
Pricing Agreement relating to such Designated Securities shall thereupon
terminate, without liability on the party of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by the Company and the
Underwriters provided in Section 3(f) hereof and the indemnity and contribution
agreements in Section 5 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
7. Survival of Indemnities, Representations, Etc. The respective
indemnities, agreements, representations, warranties and other statements of the
Company and the several Underwriters, as set forth in this Agreement or made by
or on behalf of them, respectively, pursuant to this Agreement, shall remain in
full force and effect, regardless of any investigation (or any statement as to
the results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company, or any officer or director or
controlling person of the Company, and shall survive delivery of and payment for
the Securities.
8. Reimbursement of Underwriters' Expenses. If any Pricing Agreement
shall be terminated pursuant to Section 6 hereof or if the Designated Securities
are not delivered by or on behalf of the Company because of any of the events
referred to in Section 4(g), then the Company shall not then be under any
liability to any Underwriter with respect to Designated Securities covered by
such Pricing Agreement except as provided in Section 3(f) and Section 5 hereof;
but, if for any other reason Designated Securities are not delivered by or on
behalf of the Company as provided herein, the Company will reimburse the
Underwriters through the Representatives for all out-of-
10
pocket expenses approved in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Securities,
but the Company shall then be under no further liability to any Underwriter with
respect to such Designated Securities except as provided in Section 3(f) and
Section 5 hereof.
9. Representatives; Notices. In all dealings hereunder, the
Representatives of the Underwriters of Designated Securities shall act on behalf
of each of such Underwriters, and the parties hereto shall be entitled to act
and rely upon any statement, request, notice, waiver or agreement on behalf of
any Underwriter made or given by such Representatives.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram if promptly confirmed in writing and if to the
Underwriters shall be sufficient in all respects, if delivered or sent by
registered mail to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be sufficient in all respects if
delivered or sent by registered mail to the address of the Company set forth in
the Registration Statement: Attention: Secretary; provided, however, that any
notice to any Underwriter pursuant to Section 5(c) hereof shall be delivered or
sent by registered mail to such Underwriter at its address set forth in the
applicable Pricing Agreement or, if not so set forth, in its Underwriters'
Questionnaire delivered to the Company.
10. Binding Effect; Successors. This Agreement and each Pricing Agreement
shall be binding upon, and inure solely to the benefit of, the Underwriters, the
Company and, to the extent provided in Section 5 and Section 7 hereof, the
officers and directors of the Company and each person who controls the Company
or any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement or any such Pricing Agreement. No purchaser
of any of the Securities from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
11. Applicable Law. This Agreement and each Pricing Agreement shall be
governed by and construed in accordance with the laws of the State of New York.
12. Counterparts. This Agreement and each Pricing Agreement may be
executed by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
11
If the foregoing is in accordance with your understanding, please sign and
return to us seven counterparts hereof.
Very truly yours,
United Technologies Corporation
By: ____________________________
Title:
Accepted as of the date first above written:
[Insert signature block[s] for the Representatives,
acting on behalf of the Underwriters, or for each
Underwriter if no syndicate.]
By:_____________________________________
On behalf of each of the Underwriters
EXHIBIT A
Matters to be Covered by Letter of
Independent Accountants to the Company
and the Underwriters
This letter will state that they have audited the consolidated financial
statements and financial statement schedules of the Company and its subsidiaries
included or incorporated by reference in the Company's Annual Report on Form 10-
K for the latest fiscal year and have issued their opinions thereon for the
periods specified in such opinions, which have also been included or
incorporated by reference in such Annual Report, and have made a review of the
interim financial information of the Company and its subsidiaries for the
periods specified in such letter in accordance with standards established by the
American Institute of Certified Public Accountants, as indicated in their report
or reports to the Board of Directors of the Company specified in such letter.
This letter shall further state:
(i) They are independent accountants with respect to the Company and
its subsidiaries within the meaning of the Act and the applicable
published rules and regulations thereunder;
(ii) In their opinion, the consolidated financial statements and
schedules audited by them and included or incorporated by reference in the
Registration Statements or the Prospectus comply as to form in all
material respects with the applicable accounting requirements of the Act
or the Exchange Act, as applicable, and the published rules and
regulations thereunder with respect to registration statements on Form
S-3;
(iii) With respect to any pro forma data included or incorporated by
reference in the Registration Statements or Prospectus, they have read
such data, have compared the historical amounts presented in connection
therewith with corresponding amounts appearing in the consolidated audited
financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent fiscal year and
found them to be in agreement and have recalculated the mathematical
accuracy of such pro forma data and, in the event they have been engaged
by the Company to make and have made a review or examination of such pro
forma data in accordance with standards established by the American
Institute of Certified Public Accountants, they will refer to such review
or examination in their letter;
(iv) On the basis of limited procedures (but not an audit in accordance
with generally accepted auditing standards), performed through a specified
date not more than five days prior to the date of delivery of such letter,
consisting of a reading of the latest available unaudited consolidated
interim financial information of the Company and its subsidiaries, a
reading of the minutes of the meetings of the shareowners and the Board or
Directors (and the Executive Committee, the Audit Review Committee, the
Pension Committee and the Special Securities Committee thereof) of the
Company since the date of the latest audited financial statements included
or incorporated by reference in the Registration Statements or the
Prospectus, inquiries of officials of the Company and its subsidiaries
responsible for financial and accounting matters regarding the specific
items as to which statements are requested below and such other inquiries
and procedures as may be specified in such letter, nothing came to their
attention that caused them to believe that:
A-1
(A) the unaudited information with respect to the consolidated
results of operations and financial position for the five years ended
the most recent fiscal year end included in the Prospectus, and
included or incorporated by reference in Item 6 in the Company's Annual
Report on Form 10-K under the caption "Selected Financial Data", does
not agree with the corresponding amounts (if they appear therein and
after restatement where applicable) in the audited consolidated
financial statements for the years ended included in the Company's
Annual Reports on Form 10-K for such fiscal years, or with information
derived from accounting records of the Company, as the case may be;
(B) the unaudited condensed consolidated income statements, condensed
consolidated balance sheets and condensed consolidated statements of
cash flows included in the Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Registration Statement do not comply
as to form 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 consolidated
statements of income, consolidated balance sheets and consolidated
statements of cash flows included or incorporated by reference in the
Company's most recent Annual Report on Form 10-K;
(C) any other unaudited financial data included or incorporated by
reference in the Prospectus do not agree with the corresponding items
in the unaudited condensed consolidated financial statements from which
such data and items were derived [If the capsule information meets the
minimum disclosure requirements of APB Opinion No. 28, paragraph 30,
insert--"or are not stated on a basis substantially consistent with
that of the audited financial statements incorporated by reference in
the Registration Statements"], or that any such unaudited data and
items, and the unaudited condensed consolidated financial statements
from which such data were derived, were not determined on a basis
substantially consistent with the basis for the corresponding amounts
in the audited consolidated financial statements included or
incorporated by reference in the Company's Annual Report on Form 10-K
for the most recent fiscal year;
(D) the unaudited financial statements which were not included in the
Prospectus but from which were derived the unaudited condensed
financial statements referred to in Clause (B) and any unaudited income
statement data and balance sheet items included in the Prospectus and
referred to in Clause (C) were not determined on a basis substantially
consistent with the basis for the audited financial statements included
or incorporated by reference in the Company's Annual Report on Form 10-
K for the most recent fiscal year;
(E) based on the procedures described in clause (iii), the pro forma
data included or incorporated by reference in the Registration
Statements or Prospectus have not been properly compiled on the pro
forma bases described therein;
(F) at the date of the latest available interim consolidated
financial information and as of a specified date not more than five
days prior to the date of delivery of such letter, there have been any
changes in consolidated capital stock or any increase in consolidated
long-term debt or any decreases in consolidated working capital or
shareowners' equity of the Company and its subsidiaries in each
A-2
case as compared with amounts shown in the most recent balance sheet
included or incorporated by reference in the Registration Statement or
the Prospectus, except in each case for changes, decreases or increases
which the Registration Statements or the Prospectus discloses have
occurred or may occur or which are described in such letter, in which
case the Company shall deliver an explanation as to the significance
thereof unless said explanation is not deemed necessary by the
Representatives; and
(G) for the period from the date of the latest financial statements
included or incorporated by reference in the Registration Statement to
such specified date there were any decreases in the Company's
consolidated sales, income from continuing operations before income
taxes, income from continuing operations, net income or the fully
diluted per share amounts of consolidated income from continuing
operations or net income, in each case as compared with the comparable
period of the preceding year and with the period of corresponding
length beginning on the first date of the next preceding full fiscal
quarter, except in each case for decreases which the Registration
Statements or the Prospectus discloses have occurred or may occur or
which are described in such letter, in which case the Company shall
deliver an explanation as to the significance thereof unless said
explanation is not deemed necessary by the Representatives; and
(v) In addition to the audit referred to in their report included in the
Registration Statements and the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
subparagraph (iv) above, they have carried out certain specified procedures,
not constituting an audit in accordance with generally accepted auditing
standards, with respect to certain amounts, percentages and financial
information, specified by the Representatives, which are derived from the
general accounting records of the Company and its subsidiaries which are
subject to the system of internal controls, which appear in the Prospectus
(excluding documents incorporated by reference), or in Part II of, or in
exhibits and schedules to, the Registration Statements specified by the
Representatives or in documents incorporated by reference in the Prospectus
specified by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of the
Company and its subsidiaries which are subject to the system of internal
controls and have found them to be in agreement.
A-3
ANNEX I
PRICING AGREEMENT
[Date]
To the [Underwriter[s] named in Schedule I]
[Representative[s] named in Schedule II
of the Underwriters named in Schedule I]
Ladies and Gentlemen:
United Technologies Corporation (the "Company") proposes subject to the terms
and conditions stated herein and in the Underwriting Agreement, dated [date]
(the "Underwriting Agreement"), between the Company on the one hand and [ ]
on the other hand, to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provision had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.
The Company has delivered to you for each of the Underwriters copies of the
Registration Statements and Prospectus, including the documents incorporated
therein by reference. The Prospectus (including the Supplement relating to the
Designated Securities) in the form heretofore delivered to you is now proposed
to be filed, or mailed for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement, the Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, at the time and place and at the purchase price to the Underwriters set
forth in Schedule II hereto, the amount or principal amount, as applicable, of
Designated Securities set forth opposite the name of such Underwriter in
Schedule I hereto.
[The Company authorizes the Underwriters to solicit offers to purchase
Designated Securities from the Company pursuant to Delayed Delivery Contracts
substantially in the form of Schedule III hereto but with such changes therein
as the Company may approve. The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will pay to the
Representatives, for the account of the Underwriters, at the Time of Delivery a
commission in the amount set forth in Schedule II. Delayed Delivery Contracts
are to be with purchasers of the types approved by the Company and set forth in
the Prospectus and subject to other conditions set forth in such Delayed
Delivery Contracts. Except as the Company may otherwise agree, each Delayed
Delivery Contract must be for the minimum principal amount set forth in
Schedule II hereto and the aggregate principal amount of all Delayed Delivery
Contracts may not exceed the amount set forth in such Schedule II. The
Underwriters will not have any responsibility in respect of the validity or
performance of any Delayed Delivery Contracts.]
I-1
[If the Company executes and delivers Delayed Delivery Contracts, the
Securities subject to such contracts shall be deducted from the Designated
Securities to be purchased by the several Underwriters and the aggregate
principal amount of Designated Securities to be purchased by each Underwriter
shall be reduced pro rata in proportion to the principal amount of Designated
Securities set forth opposite each Underwriter's name in Schedule I hereto,
except to the extent that the Representatives determine that such reduction
shall be otherwise and so advise the Company in writing; provided, however, that
the total principal amount of Designated Securities to be purchased by all
Underwriters shall be the total principal amount of Designated Securities set
forth in Schedule I hereto less the principal amount of Designated Securities
covered by Delayed Delivery Contracts. As used in this paragraph and in the
immediately preceding paragraph, the "aggregate principal amount" or "total
amount" of Designated Securities shall mean the aggregate principal amount of
the Designated Securities that are Debt Securities plus the public offering
price, if any, of any Debt Warrants, Currency Warrants or Stock-Index Warrants
included in the Designated Securities.]
If the foregoing is in accordance with your understanding, please sign and
return to us two counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to authority granted to you
by such Underwriter.
Very truly yours,
United Technologies Corporation
By: ________________________________
Title:
I-2
Accepted as of the date hereof:
[Insert signature block[s] for the
Representative[s], acting on behalf of the
Underwriters, or for each Underwriter if no
syndicate.]
I-3
SCHEDULE I
Underwriters Principal Amount [Number of
of Designated Designated
Securities [that Securities
are Debt that are
Securities] to Debt Warrants,
be Purchased Currency Warrants
or Stock-Index
Warrants
to be Purchased]
[Names of Underwriters] [$]
Total [$]
I-4
SCHEDULE II
[Debt Securities]
[Warrant Securities]
Title of Designated Securities:
[..]% [Floating Rate] [Zero Coupon] [Notes] [Debentures] due................
Aggregate Principal Amount:
[$]...................
Price to Public:
..% of the principal amount of the Designated Securities, plus accrued
interest from.......... to the Time of Delivery [and accrued amortization, if
any, from........ to the Time of Delivery]
Purchase Price by Underwriters:
..% of the principal amount of the Designated Securities, plus accrued
interest from.......... to the Time of Delivery [and accrued amortization, if
any, from........ to the Time of Delivery]
Indenture:
Amended and Restated Indenture, dated as of May 1, 2001, between the Company
and The Bank of New York, Trustee, as modified by the Trust Indenture Act of
1939, as amended
Maturity:
...........................
Interest Rate:
[..]% [Zero Coupon] [See Floating Rate Provisions] [See Event Risk
Provisions]
Interest Payment Dates:
[months and dates], commencing......, 20..
Redemption Provisions:
[No provisions for redemption]
[The Designated Securities may be redeemed [otherwise than through the
sinking fund,] in whole or in part at the option of the Company, in the
amount of [$].............or an integral multiple thereof, ]
I-5
[on or after.............. at the following redemption prices (expressed in
percentages of principal amount). If redeemed on or before............, ...%,
and if] redeemed during the 12-month period beginning.................
Year Redemption Price
............ and thereafter at 100% of their principal amount, together in
each case with accrued interest to the redemption date.]
[on any interest payment date falling on or after.................., at the
election of the Company, at a redemption price equal to the principal amount
thereof, plus accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law.]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to
retire [$]........ principal amount of Designated Securities on .......... in
each of the years .......... through ........ at 100% for their principal
amount plus accrued interest] [, together with [cumulative] [noncumulative]
redemptions at the option of the Company to retire an additional [$] ........
principal amount of Designated Securities in the years ......... through
......... at 100% of their principal amount plus accrued interest.]
[If Securities are extendable debt Securities, insert--
Conversion Provisions:
[No conversion provisions]
[Each $1,000 principal amount of the Designated Securities shall be
convertible into _______ shares of Stock as provided therein.]
Extendable Provisions:
Securities are repayable on ..............., ........ [[insert date and
years,] at the option of the holder, at their principal amount with
accrued interest. Initial annual interest rate will be ... .%, and
thereafter annual interest rate will be adjusted on . . . . . . ., and
........ to a rate not less than .......% of the effective annual interest
rate on U.S. Treasury obligations with ....-year maturities as of the
[insert date 15 days prior to maturity date] prior to such [insert
maturity date].]
[If Securities are Floating Rate debt Securities, insert--
Floating Rate Provisions:
Initial annual interest rate will be .....% through .......... [and
thereafter will be adjusted [monthly] [on each ........., .........., and
........] [to an annual rate of .....% above the average rate for
............-year [month] [securities] [certificates of deposit] by
......... and .......... [insert names of banks].] [and the annual
interest rate [thereafter] [from ......... through ........] will be the
interest yield equivalent of the weekly average per annum market discount
rate for .....
I-6
....-month Treasury bills plus ....% of Interest Differential (the excess,
if any, of (i) then current weekly average per annum secondary market
yield for .......-month certificates of deposit over (ii) then current
interest yield equivalent of the weekly average per annum market discount
rate for .......-month Treasury bills]; [from .......... and thereafter
the rate will be the then current interest yield equivalent plus .....% of
Interest Differential].]
Issuable in temporary global form: [Yes] [No]
Issuable in permanent global form: [Yes] [No]
Debt Warrants
Number of Debt Warrants to be issued:
Warrant Agreement:
Form of Debt Warrants: [Registered] [Bearer]
Issuable jointly with other Securities: [Yes] [No]
[Number of Debt Warranties issued with each........amount or $........
principal amount of other Securities]
[Detachable Date:]
Date from which Debt Warrants are exercisable:
Date on which Debt Warrants expire:
Exercise price(s) of Debt Warrants:
Public offering price: $........
Purchase price: $........
Title and terms of Warrant Securities: As described above
Principal Amount of Warrant Securities purchasable upon exercise of one Warrant:
Currency Warrants
Title of Currency Warrants: [ Currency [Call] [Put] Warrants ]
Number of Currency Warrants to be issued:
Base Currency:
Warrant Agreement:
I-7
Warrant Agent:
Form of Currency Warrants: [Registered] [Bearer] [Book-entry form, represented
by single global Currency Warrant Certificate]
Issuable jointly with other Securities: [Yes] [No]
[Number of Currency Warrants issued with each amount of $........ principal
amount of other Securities]
[Detachable Date:]
Date from which Currency Warrants are exercisable:
Date on which Currency Warrants expire:
Strike Price of Currency Warrants:
Formula for Determining Cash Settlement Value:
Automatic Exercise:
Minimum Number of Currency Warrants which can be Exercised:
Listing:
Public offering price: $.........
Purchase price: $.........
Stock-Index Warrants
Title of Stock-Index Warrants: [ Stock-Index [Call] [Put] Warrants ]
Number of Stock-Index Warrants to be issued:
Stock Index:
Warrant Agreement:
Warrant Agent:
Form of Stock-Index Warrants: [Registered] [Bearer] [Book-entry form,
represented by single global Stock-Index Warrant Certificate]
Issuable jointly with other Securities: [Yes] [No]
[Number of Stock-Index Warrants issued with each amount or $..... principal
amount of other Securities]
[Detachable Date:]
I-8
Date from which Stock-Index Warrants are exercisable:
Date on which Stock-Index Warrants expire:
Exercise Price of Stock-Index Warrants:
Formula for Determining Stock-Index Cash Settlement Value:
Automatic Exercise:
Minimum/Maximum number of Stock-Index Warrants which can be Exercised:
Listing:
Public offering price: $.........
Purchase price: $.........
Time of Delivery:
.............................
Closing Location:
.............................
Funds in which Underwriters to make payment:
.............................
Delayed Delivery:
[None]
[Underwriters' commission shall be ....% of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been entered
into and the check given in payment of such commission shall be drawn to the
order of ........]
[Maximum aggregate principal amount of Designated Securities to be offered
and sold pursuant to Delayed Delivery Contracts: [$] .........]
[Minimum principal amount of each Delayed Delivery Contract: [$] .........]
Names and addresses of Representatives:
Designated Representatives:
I-9
Address for Notices, etc.:
[Additional Comfort Procedures: Identify any items being specified by
Representatives for comfort as contemplated by
paragraph (v) of Exhibit A to the Underwriting
Agreement.]
[Other Terms, including application of defeasance and/or covenant defeasance]*
___________________________
(a)* A description of particular tax, accounting or other unusual features of
the Securities should be set forth, or referenced to an attached and
accompanying description, if necessary to the parties' understanding of
the transaction contemplated. Such a description might appropriately be in
the form in which such features will be described in the Prospectus, as
supplemented, for the offering.
Any additional terms and conditions appropriate to an offering of
Securities denominated or payable in or indexed to a currency, currencies,
currency unit or composite currency other than United States dollars
should also be set forth.
I-10
SCHEDULE III
Delayed Delivery Contract
United Technologies Corporation
c/o: [Date]
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from Untied Technologies
Corporation (hereinafter called the "Company"), and the Company agrees to sell
to the undersigned [[$] principal amount] [number] of the Company's [Title of
Designated Securities] (hereinafter called the "Designated Securities"), offered
by the Company's Prospectus dated , 20 [as amended or supplemented],
receipt of a copy of which is hereby acknowledged, at a purchase price of [ %
of the principal amount thereof, plus accrued interest from the date from which
interest accrues as set forth below] [ per Debt Warrant, Currency Warrant or
Stock-Index Warrant], and on the further terms and conditions set forth in this
contract.
[The undersigned will purchase the Designated Securities from the Company on
, 20 (the "Delivery Date") [and interest on the Designated Securities so
purchased will accrue from , 20 .]]
[The undersigned will purchase the Designated Securities from the Company on
the delivery date or dates and in the principal amount or amounts set forth
below:
Delivery Date Principal Date from Which Number of
Amount Interest Accrues Debt Warrants,
Currency
Warrants or
Stock-Index
Warrants
, 20 [$] , 20
, 20 [$] , 20
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".]
Payment for the Designated Securities which the undersigned has agreed to
purchase on [the] [each] Delivery Date shall be made to the Company or its order
by certified or official bank check in funds at the office of ,
, , or by wire transfer to a bank account specified by the Company, on
[the][such] Delivery Date upon delivery to the undersigned of the Designated
Securities then to be purchased by the undersigned in definitive [bearer] [fully
registered] form and in such denominations and [registered in such names] as the
undersigned may designate by written or telegraphic communication addressed to
the Company not less than five business days prior to [the] [such] Delivery
Date.
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The obligation of the undersigned to take delivery of and make payment for
Designated Securities on [the] [each] Delivery Date shall be subject to the
conditions that (a) the purchase of Designated Securities to be made by the
undersigned shall not on [the] [such] Delivery Date be prohibited under the laws
of the jurisdiction to which the undersigned is subject and (b) the Company, on
or before , 20 , shall have sold to the several Underwriters, pursuant to
the Pricing Agreement dated , 20 with the Company, an [aggregate
principal amount and/or number] of Designated Securities equal to , minus
the aggregate principal amount and/or a number] of Designated Securities to be
covered by this contract and other contracts similar to this contract. The
obligation of the undersigned to take delivery of and make payment for
Designated Securities shall not be affected by the failure of any purchaser to
take delivery of and make payment for Designated Securities pursuant to other
contracts similar to this contract.
Promptly after completion of the sale of the Underwriters, the Company will
mail or deliver to the undersigned at its address set forth below notice to such
effect, accompanied by a copy of the Opinion or Opinions of Counsel for the
Company delivered to the Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
It is understood that the acceptance by the Company of any Delayed Delivery
Contract (including this contract) is in the Company's sole discretion and that,
without limiting the foregoing, acceptances of such contracts need not be on a
first-come, first-serve basis. If this contract is acceptable to the Company, it
is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered by the Company.
Yours very truly
By: ____________________________
(Name and Title)
_______________________________
(Address)
I-12
Accepted, , 20
United Technologies Corporation
By: _____________________
[Title]
I-13